Final Results and Dividend

Summary by AI BETAClose X

Adsure Services PLC reported a strong financial performance for the year ended 31 March 2026, with operating profit increasing by 18.4% to £1.07 million and profit before taxation rising by 22.7% to £1.0 million, despite a slight 0.5% decrease in total revenue to £10.0 million. The company also saw its EBITDA grow by 13% to £1.34 million, with an improved EBITDA margin of 13.4%. Net profit increased by 23% to £0.75 million. The board proposed a final dividend of 0.95 pence per share, a decrease from the previous year's 1.14 pence per share. The company highlighted operational successes including sector-focused business development, progress on its AI tool 'TIAA Insight', and expansion in the housing sector.

Disclaimer*

Adsure Services PLC
21 August 2026
 

21 August 2026

 

Adsure Services PLC

 

("Adsure Services", "the Company ")

 

Final Results and dividend for the year ended 31 March 2026

 

Adsure Services (AQSE:ADS), a leading group of advisory and assurance services and 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 2026.

 

Financial Highlights

 

·    Operating profit increased 18.4% to £1.07m (2025: £0.9m)

·    22.7% increase in Profit before taxation to £1.0m (2025: £0.82m)

·    Total Revenue decreased 0.5% to £10.0m (2025: £10.0m)

·    Cash balances remain strong at £1.0m as of 31 March 2026 (2025: £1.1m)

·    EBITDA increased 13% to £1.34m (2025: £1.18m)

·    EBITDA margin of 13.4% (2025: 11.8%)

·    Net profit increased 23% to £0.75m (2025: £0.6m)

·    Proposed final dividend payment 0.95 pence per share (2025: 1.14 pence per share) to be paid in September 2026

 

Operational Highlights

·    Strengthened sector-focused business development across the Group, leading to orderbook growth driven by both one-off engagements and long-term contracts that add to our recurring revenue base.

·    Proposed a strong final dividend to shareholders which recognises their ongoing support for the Adsure Group, whilst creating capacity to invest in the Group's growth strategy.


·    Progressed client testing of our Innovate UK-funded 'TIAA Insight' proprietary Large Language Model (LLM) AI tool, in preparation for full deployment across the group.

·    Increased EBITDA margin by realigning of our skills mix while reducing direct staff costs and maintaining strong levels of business retention.

·    Expanded income streams in the Housing sector, where client numbers have grown to over 130 individual client organisations, underpinned by strong grant compliance work including the audit of government grants from Homes England.

·    Won three new university contracts worth a total of £160k over the 2025/26 academic year, securing higher-value, term-recurring engagements at above-average daily rates and consolidating our position in the Education sector.

·    Launched the K10 Vision audit working paper software in November 2025, fully integrated as part of our 'Fit for the Future' strategic initiative to advance our technological capabilities and improve internal efficiencies.

·   Continued investment in digital connectivity and ICT infrastructure, supporting improved productivity and positioning the Group to meet the evolving needs of clients in a dynamic market environment.

·    Published our first Impact Report, reflecting our commitment to transparency and to measuring the wider value we create for clients, staff and stakeholders.  

·    Reinforced social values in the business model for our principal trading entity, TIAA Limited, and maintained trading relationships with other B Corporations.

Post Period Highlights

 

·    Refreshed 5-year Corporate Plan in April 2026, updating and re-defining our future targets for growth both in volume and scope of our services.

·    Launched strategy to transform the Group into a leading cluster of specialist professional services companies powered by TIAA Insight, the Group's proprietary AI technology.

 

Kevin Limn, Chief Executive Officer of Adsure Services PLC, commented:

 

"I am delighted to report that Adsure Services PLC's operational and strategic momentum gathered pace during the year culminating in growth in every key measure of profitability.

 

This achievement reflects the ongoing commitment of our people, our continued strategic investment in technology, and the sector-focused business development that has grown our orderbook and deepened our recurring revenue base.

 

With these strong foundations in place, we are now setting out an ambitious new chapter for the Group. The Board has formally agreed a strategic vision to transform Adsure into a leading cluster of specialist, purpose-driven professional services businesses across the UK, united by a shared commitment to independence, transparency and ethical value creation.

 

We intend to pursue this through selective acquisitions of like-minded specialist firms running in parallel with continued organic growth through TIAA's innovation and service development.

 

Central to this vision is our proprietary AI technology, TIAA Insight. While we are committed to the full rollout of this technology across TIAA, we also believe TIAA Insight has the potential to create value well beyond our current operations and will be central to our future growth plans.

 

To aid our growth through technology and acquisition the Board is committed to creating headroom to enable our strategy for the next five years. The Board is delighted therefore to still be in a position to reward shareholder support by proposing another strong dividend, fuelled by another year of strong financial performance.

 

Our transformation is built on the robust foundations of TIAA Limited, our B Corp-certified business with over three decades of trusted assurance work across housing, health, education and local government.

 

With a profitable, cash-generative core, a clear strategy and a differentiated technology platform, the Group is well-positioned for continued momentum, and we remain confident in our ability to drive organic growth, create greater efficiencies and deliver lasting value to all stakeholders.

 

We look forward to sharing further updates as we build the Adsure Services Group.

 

The financial year also brought the sad news of Hattie's passing. The board, many of Adsure's shareholders and a great number of our clients were touched by Hattie's charisma, spark and passion during the course of her life. She made such a wonderful impact on us all we now have to live up to the potential she saw in us.

 

Hattie will be missed but never forgotten."

 

Sarah Prescott, Chief Financial Officer of Adsure Services PLC, commented:

 

"The Group has delivered a financially resilient performance, with total revenue stabilising at circa £10.0m while profitability improved markedly across every key profit metric.

 

This combination of a steady top line and materially stronger earnings reflects a deliberate focus on the quality, efficiency and recurring nature of our income.

EBITDA increased 13% to £1.3m, with the EBITDA margin expanding by 160 basis points to 13.4%. Operating profit rose 18.4% to £1.07m and profit before taxation grew 22.7% to £1.0m, demonstrating strong conversion of revenue into profit and the operational leverage now embedded in the business.

 

The principal driving force behind this margin expansion has been the realignment of our skills mix, supported by several significant strategic hires, a reduction in direct staff costs and the maintenance of strong business retention.

 

Alongside this, strengthened sector-focused business development across the Group has grown our orderbook through both one-off engagements and long-term contracts, strengthening the quality and predictability of our revenue base."

 

Dividend

The Board's recommendation for the final dividend of 0.95 pence per share is subject to shareholder approval at the Annual General Meeting ("AGM") scheduled for 21 September 2026. Following approval at the AGM, the dividend will have an ex-dividend date of 10 September 2026, a record date of 11 September 2026 and payment of the approved dividend will be made to shareholders on 25 September 2026.

 

More information

 

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/yVdzgr. 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 videosummaries and seeing what other shareholders have to say. Navigate to our Interactive investor hub here: https://investors.adsureservicesplc.co.uk/link/yVdzgr.

 

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

 

Evangeline Klaassen

 

+44 (0)7973 839767

ross.andrews@guilfin.co.uk

+44 (0)7972 841276

evangeline.klaassen@guildfin.co.uk

Redchurch Communications - Financial PR & IR

John Casey / Nicky Bagheri

 

+44 (0) 207 7870 3974

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.

 

STATEMENTS FROM THE CHAIR AND CHIEF EXECUTIVE

 

Chair's Highlights

 

The accounts for the year ended 31 March 2026 show a consolidation of Adsure's strong trading performance since listing in October 2023 and I am delighted to present the Group's results for the financial year ended 31 March 2026. Our core trading subsidiary, TIAA Limited, as a specialist provider of business services, continues to be recognised as an alternative to traditional accountancy practices across the UK public and other non-profit sectors.

 

The year has also seen the first full year of our new senior management structure. This includes the appointment of two senior directors in TIAA to oversee operations and business development respectively, and four lead directors to head each of our main business areas, Health, Housing, Education, and Local Government & Emergency Services.

 

It is with great sadness that we record the death of Hattie Llewelyn-Davies, Senior Independent Non-Executive Director, in May 2026. Hattie was integral to the creation of TIAA over 30 years ago and joined the Board of Adsure prior to its listing in October 2023. Hattie was heavily involved across all our areas of operation, making massive contributions in social housing, local government, and the NHS throughout her distinguished career. Hattie had the ability to inspire and build confidence in people, a trait that was valued by those who knew her and which brought out the best in the organisations with which she worked. Our most sincere condolences to all her family, her work colleagues and her many friends.

 

Peter Hammond, the long-serving chair of our Audit and Risk Committee, retired as part of our succession strategy in September 2025.  The Board records its thanks to Peter for his 30 years of service to TIAA and subsequently to Adsure. The Board is pleased to have welcomed Rajiv Jaitly to his role at the beginning of the year and thank him for successfully taking up the reins as chair of our Audit and Risk Committee. During this transition, we have taken the opportunity to strengthen and further refine our governance by approving a renewed Audit and Risk Committee plan and adopting an internal audit function for the first time.

 

Vicky Davies, our Chief Finance Officer and Company Secretary, left the Board in December 2025 and we thank her for her service to TIAA and Adsure.  The Board is pleased to have welcomed Sarah Prescott as our new Chief Financial Officer and Company Secretary.  Sarah brings experience and insight which is supporting the Board in delivering the Company's strategy and subsidiary Corporate Plan.  She joined in the year and reports directly to the Chief Executive Officer and does not act as a Board member. Sarah replaces Vicky Davies who stepped down from their role and from the Board in December 2025.

 

The changes to the Board and leadership team during this period reflect the Board's investment in new skills and experience. We continue to monitor the Board and leadership team throughout the Group to ensure the Group is well positioned to effectively deliver our Corporate Plan.

 

Turnover this year was £9,970k (2025: £10,027k), a decrease of 0.5%. EBITDA is £1,338k and EBITDA margin is 13.4% (2025: £1,184k and 11.8%). Profit before tax is £1,004k (2025: £818k), an increase of 22.7%. Despite slightly softening market conditions in new bid opportunities in some sectors, the Group has shown resilience with strong growth in the housing sector.  The Group remains debt-free and is well placed to pursue strategic opportunities as they arise.

 

 

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 through fixed-term, but often extendable, contracts, won through competitive tendering. Other services include anti-crime, security management, IT audit, cyber assurance, and a range of investigatory and advisory services. These are often ad hoc contracts secured from existing or new clients. We maintain close links to all our sectors and adapt in line with change both at a sector level and at an additional client level.  We have further progressed our innovative Artificial Intelligence (AI) project in collaboration with the University of Essex.

 

The Group continues its commitment to staff development and support. Providing internal career progression is an important way of attracting and retaining key staff and our Graduate and Trainee Programmes help develop talent in a highly competitive recruitment market.

 

We refreshed our 5-year Corporate Plan in April 2026, updating and re-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 Group can and continues to save clients, and therefore in many cases the taxpayer, millions of pounds each year.

 

Our environmental, social and governance credentials (ESG) remain very important to us. We are proud that our principal trading entity, TIAA Limited, is now in its second year as a certified B-Corporation, 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. We are also pleased to report our ISO 14001 accreditation was received in April 2026, elevating our commitment to appropriate and meaningful environmental action. 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 Group's many partners including our clients, professional advisers, bankers, and to my fellow Board members.  My sincere thanks to all of the employees of the Group for their continued hard work and commitment throughout the year and also to customers for their continued support.

 

Lastly, may I also again thank you, our shareholders, and our customers, for your continued support and interest in the Group.

 

 


 



 

Jeffrey Zitron

 

Chair

 


 

Date: 20 August 2026

 

 

Chief Executive Officer's Review

 

 

Introduction

The financial year to 31 March 2026 is the third year of trading for Adsure Services PLC and the third successful year of delivering 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

Adsure is an established small cap company, registered on the Aquis Growth Market 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.  It has been another year of solid performance, with significant growth in the housing sector largely offsetting the reduction in new opportunities in the health sector. We have also been undertaking continuous improvement of our services, with the delivery of new assurance software systems and the development of a new Audit Quality Framework. Our growth ambitions have been supported by the ongoing development of a new customer relationship management system (CRM) which will help enable our future growth ambitions. This year has seen several initiatives take place through our Fit for the Future programme which is starting to create benefits for the Group. Finally, there has been a strong focus on cash collection and debt management in the year, which has delivered results and practical benefits in just a short timeframe.

 

Technology remains at the forefront of our ambitions to revolutionise the delivery of our services and the value we can add to our customers. We are taking the next steps for TIAA Insight, our proprietary AI Large Language Model (LLM), following positive client feedback. We believe that AI has the potential to create value beyond our existing operating subsidiary and are actively seeking to explore other AI options to benefit the Group and our clients.

 

Our most important asset is our people. At the start of the year, Jane Butterfield and David Foley were appointed to the TIAA Board, I am also pleased to welcome Sarah Prescott as our incoming CFO. I would like to place on record our thanks to outgoing CFO Vicky Davies for her contribution to the Group. We also extend our thanks to outgoing TIAA leads Fiona Roe and Veran Patel for their work as they leave us after the financial year end. 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, recently welcoming new trainees to our business. We also maintain a very strong focus on staff utilisation and the ongoing management of targets. In this regard the Group's staff incentive scheme has operated as designed.

 

 

Current Trading

The business is trading in line with the Board's expectations, with strength in our orderbook and significantly advanced discussions with new and existing clients, underpinning the revenue expectation for 2026/27. We are also actively seeking to deliver new initiatives as determined by our overarching Strategy and TIAA Corporate Plan. Since the balance sheet date, the Group has had the following achievements:

·      Enhanced its visibility of its business development pipeline. We have expanded our customer base and market share in housing in particular;

·      Continued with the Fit for Future Programme which has generated further system and operational improvements;

·      The commissioning of several new advisory opportunities;

·      Awarded ISO 14001;

·      Commissioned a refresh of TIAA's brand, building on our strong base and 30-year history which should support our ongoing growth ambitions.

 

Outlook

Adsure's  Board has formally agreed on a strategic vision to transform the Group into a leading cluster of specialist professional services companies, united by a commitment to independence, transparency, and ethical value creation.

 

Adsure Services PLC is building a diversified cluster of specialist professional services businesses across the UK, united by a shared commitment to independence, transparency, and ethical value creation. Built on the foundations of its existing subsidiary, TIAA Limited, a B Corp-certified business with over 30 years of trusted advisory and assurance experience across housing, health, education, and local government, Adsure's vision is to expand beyond a single operating company into a leading portfolio of like-minded firms, all powered by Adsure's proprietary AI technology.

 

Our strategy combines selective acquisitions with continued organic growth. We are seeking out specialist professional services firms that share our values and standards of client excellence, while TIAA grows in parallel through ongoing innovation and service development. Target areas for acquisition or formation include internal audit, management consultancy, digital consultancy, and investigatory and security services.

 

Central to this is TIAA Insight, our proprietary AI technology developed with the University of Essex through an Innovate UK Knowledge Transfer Partnership. We are exploring the creation of a dedicated AI services subsidiary to deploy the technology across the Group and power our acquisition strategy. Underpinning our strategy is strong corporate governance and our ethical values: we intend to extend B Corp certification to the Group level, ensuring every current and future subsidiary meets rigorous social, environmental, and governance standards.

 

In April 2026 we launched our new Corporate Plan within TIAA finessing our approach to the next five years.

 

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 continues to help 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. We also believe that there are opportunities for appropriate inorganic growth, which we continue to explore in a risk-aware way. With this in mind, we are also considering our Group structure to leave the Group in the best possible shape to fit likely future opportunity.

 

 

Our trading subsidiary has now been a certified B Corp for over a year, during which time there has been a significant revision to the certification framework and we have made substantive progress in achieving our ambitions, as noted in our recent ISO 14001 accreditation. Our objective is to move to recertify as a group in 2027 and work is already underway to build the foundations to achieve this aim.

 

The Board's expectations for 2026/27 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 Officer

 


 

Date: 20 August 2026

 

 

STRATEGIC REPORT

 

The directors present the strategic report for the year ended 31 March 2026.

 

Review of the business

The Group offers a wide range of services to its core markets of Education, Health, Housing and Local Government & Emergency Services. Risk, Assurance, Advisory and ICT Consultancy services are offered through its operations and specialist teams.

 

Business overview

The year ended 31 March 2026 continued the journey 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 re-registered as a PLC.

 

An ambitious five-year Corporate Plan was originally developed (2023/24 - 2027/28) which codified the organic and inorganic growth opportunities for the new Group. In ApriI 2026 a new five year Corporate Plan has been updated and approved building on the success of prior years which will complete 31 March 2031.  This year represented the third successful year of the original 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.

 

The key challenge for the Group will be sustaining profitable growth whilst maintaining the high-quality, specialist service and client satisfaction levels that underpin its reputation. This will require continued investment in talent, technology and service innovation in an increasingly competitive assurance and advisory market.

 

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 consolidation of the financial position as of 30 September 2025, with results being broadly comparable to September 2024. Turnover was slightly behind at that stage, by £170k, but it recovered to near parity in a shortfall of just £57k. For the year end 31 March 2026 operating profit is £1,074k (2025: £907k). This is a growth in operating profit of 18.4%. EBITDA has also grown, and as of 31 March is £1,338k and EBITDA margin is 13.4% (2025: £1,184k and 11.8%).

 

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 was consistent in the year ended 31 March 2026 at £9,970k (2025: £10,027k), being a reduction of 0.5%. There have been some new client wins and growth in the housing sectors, which has been offset by a slight softening of new bid opportunities in the healthcare sectors.

 

Strong cost controls supported the improvement in operating profit. For the year ended 31 March 2026, it is at £1,074k (2025: £907k). Overall, there was a 23% increase in net profit, which is now standing at £756k (2025: £613k).

 

The EBITDA margin was 13.4% (2025: 11.8%) of revenue at £1,338k (2025: £1,184k) for the year, representing the third 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 are stable at £4,127k (2025: £4,173k). The cash balance has remained stable in the year at £1,013k (2025: £1,104k). There have been no borrowings in the year.

 

The Directors of the Company feel that these are strong results which position the Group well for the future.

 

Principal Risks and Uncertainties

 

Risk Management Framework

The Board is responsible for maintaining a robust system of risk management and internal control, consistent with the QCA Corporate Governance Code. Oversight is provided by the Audit and Risk Committee ("ARC"), supported by management and internal audit.

 

The Board recognises that effective identification and management of risk is essential to delivering the Group's objectives and protecting shareholder value. Risks are identified, assessed and monitored through a structured process, with clear ownership at senior management level. The Board regularly reviews the Group's risk profile and mitigation strategies.

 

The following represent the most significant risks facing the Group as at the date of this report.

 

Risk

Description

Mitigation Strategy

Global risks

Risk of underperformance against strategic growth objectives in a changing market.

Managed through close focus of the

Executive team and close oversight of the Adsure Board and subcommittees.

Corporate risks

Risk of reputational damage arising from service delivery, governance or stakeholder engagement. Risk also of regulatory change and compliance in an increasingly complex environment.

Managed through strong governance, clear accountability for communications, and accredited quality management systems.

Operational Risk - Recruitment and Retention of staff

Risk that loss of key staff impacts delivery and continuity.

Mitigated through remuneration review, share schemes, and workforce and succession planning.

Operational risk - Cyber Security

Risk of cyber incidents impacting operations or data integrity.

Mitigated through ICT controls, security accreditations, insurance, and ARC oversight.


Ongoing Risk Management

The Board recognises that the Group operates in a dynamic environment and that its risk profile may evolve. The ongoing monitoring of the risk matrix and refinement of risk appetite will enhance the Group's ability to identify, assess and manage risk effectively.

 

The ARC continues to provide oversight of the Group's risk management framework and internal controls, ensuring that risks are managed in line with the Board's defined risk appetite and strategic objectives.

 

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 Limited 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 in-house and external training with a high proportion of staff undertaking professional training. We are delighted to welcome our latest cohort of new trainees in April 2026. 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 is looking at developing new people strategies going forward to continuously improve and refine its employee offer in an ever-changing environment.  TIAA has a high staff retention rate.

 

·      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.  We are committed to continually improving our investor engagement. It is pleasing to note engagement on our platforms continues to be successful and we look forward to sharing more about our strategy as we move forward further into 2026/27.

 

·      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. We are also actively seeking new partnerships and exploring new collaborative opportunities for both organic and inorganic growth for our trading subsidiary.

 

·      Suppliers: TIAA is an established B-Corporation and actively seeks to trade with other B-Corporations to further foster the commitment to the environment and sustainable business. We are preparing for further environmental and social initiatives in coming months as we move forward with the next stage of re-accreditation.

 

 

On behalf of the board

 


 

Kevin Limn

 

Director

 


 

Date: 20 August 2026

 

 

CORPORATE GOVERNANCE STATEMENT

 

We are pleased to present the Corporate Governance report for the year ended 31 March 2026. 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 2026. The Board is aware of the requirements of the provisions of the QCA Corporate Governance Code. When considering compliance with the QCA as of the year ended 31 March 2026, the Board take care to note that 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 position 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.

 

As of the 31 March 2026 the Board comprised three Independent Non-Executive Directors, Jeffrey Zitron, Hattie Llewelyn-Davies and Rajiv Jaitly and the Executive Director Kevin Limn. We note that Peter Hammond had resigned part way through the year, leaving at the AGM on 4 September 2025, and Rajiv Jaitly had been appointed in April 2025. We are deeply sorry to note the passing of Hattie Llewelyn-Davies after the year end. Work on replacing her as SID (Senior Independent Director) is being prioritised after the year end.

 

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. 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. In response to the need to ensure continuing good governance we have updated the Articles of Association for the Group in the year.

 

Where there is 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 recently updated its strategy and shared it across its platforms.

 

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 include general information on the Group's business, its technology, strategy, business model and activities. It also engages with clients via its website and other platforms to support clients with useful information and maintain its brand presence.

 

 

Board meetings

 

Twelve scheduled Board meetings were held during the year ended 31 March 2026. The Audit and Risk Committee met five times, and the Remuneration Committee was held on two occasions in the year. Attendance at all meetings was near 100%. The Board currently has twelve 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.

 

Members

Audit and Risk Committee

Remuneration Committee

Jeffrey Zitron

12

5**

2

Hattie Llewelyn-Davies

12

5

2

Peter Hammond

(resigned 4 September 2025)

6

1

1

Rajiv Jaitly

12

5

2

Kevin Limn

12

In attendance*

In attendance*

Victoria Davies

(resigned 31 December 2025)

8

In attendance*

In attendance*

* Note - the Executive Directors are not members of the Remuneration Committee, however, attend as necessary.

** Note - as Chair, Jeffrey Zitron attends as an observer not a member of the Audit and Risk Committee

 

Division of Responsibilities

 

The Directors possess a wide range of skills, knowledge and experience relevant to the strategy of the Company. These include 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.

 

The Board is of the view that those who held office during the year ended 31 March 2026 committed sufficient time to fulfil their duties as members of the Board. The Board are required to commit to at least 2 days a month in their work and estimate that their work is typically around 4 days a month throughout the year.

 

The Chair is responsible for the leadership of the Board, setting its agenda and ensuring its effectiveness in promoting the long-term sustainable success of the Company for the benefit of shareholders and other stakeholders. The Senior Independent Director provides a sounding board for the Chair, serves as an additional point of contact for shareholders and staff where appropriate, and supports the Board in maintaining high standards of governance and constructive challenge. The Chair of the Audit and Risk Committee leads the Committee in overseeing the integrity of financial reporting, the effectiveness of internal controls and risk management systems, and the independence and effectiveness of both the internal audit function and the external audit process. The Chair of the Remuneration Committee leads the Committee in overseeing the Company's remuneration framework and, given the current size of the Board, also supports the Board in matters relating to succession planning and nominations.

 

 

The Board undertakes periodic evaluation of each director's performance and effectiveness; the approach to Board appraisal is scheduled for review in the forthcoming year. 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. We are seeking to develop a Board training programme as part of continuous improvement in the forthcoming months.

 

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.

 

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 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 considers 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.

 

Every effort is made to ensure that non-executive Directors are fully briefed before Board meetings on the Group's business and that they are provided with training support where necessary. 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.

 

 

 


 

Jeffrey Zitron

 

Chair

 

Adsure Services PLC

 

 

Directors' Biographies 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.

Kevin Limn - Chief Executive Officer

Kevin is the CEO of the Group with over 17 years' experience in internal audit, risk management and governance in a variety of sectors. He is responsible for the strategic configuration of TIAA  Risk & Assurance and Risk & Advisory services. Kevin is FCCA qualified and has been a member of the ACCA since 2010.

 

Harriet Llewelyn-Davies OBE - Senior Independent Director

Hattie was the Chair of the Remuneration Committee for Adsure Services PLC. Hattie had extensive experience as a chair of NHS Trusts and Housing Associations. She was also a Non-Executive Director with experience in building societies and third sector. Her portfolio included the Chair of Eastlight, Norwich City Services Ltd, Essex Partnership University Foundation Trust and Seaview Crescent Amenities Limited. Her experience spanned 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 had a diploma and certificate in company direction and was a qualified executive coach. Hattie sadly passed away in May 2026.

 

Rajiv Jaitly - Non-Executive Director

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.

 

Mark Knight - Non-Executive Director

Mark is an experienced chief executive with over 25 years' experience leading Healthcare Financial Management Association (HFMA), a national professional association and registered charity. He has extensive expertise in strategy, governance, organisational growth and stakeholder engagement, working closely with boards, government, regulators and industry partners. As Chief Executive of the HFMA, he transformed the organisation from a small membership body to a leading voice for healthcare finance and  governance in the UK.

 

 

 

REMUNERATION POLICY AND REPORT

 

Remuneration Committee and Its Responsibilities

The Remuneration Committee is comprised of the non-Executive Directors. During the year it was 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 the year ended 31 March 2026. 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 considers all factors which it deems necessary, including relevant legal and regulatory requirements and provisions and recommendations of the QCA Corporate Governance Code 2023 and associated guidance.

 

The Company's remuneration policy ensures that remuneration packages for Executive Directors are competitive and comparable with companies of a similar nature, complexity and size. 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 role 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 appropriate.

 

The Remuneration Committee did not take any external professional advice in the period but consider the ongoing use of appropriate advice on an ongoing basis.

 

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 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 Directors do not participate in any performance-related remuneration arrangements.

 

Priorities for the next year will focus on the development of an equity reward scheme as part of the company's commitment to attract and retain senior level capability to the organisation to support the growth of the business.

 

Remuneration Policy

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

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

 

Audited remuneration for the year ended 31 March 2026

 

The remuneration tables below set out amounts payable to each Director during the financial year ended 31 March 2026:

Name

2025-26

Annual Salary £000

2025-26

Pension

Contribution

£000

2025-26

 Total

£000

V Davies *

184

20

204

K Limn

211

23

234

P Hammond **

9

0

9

R Jaitly

20

0

20

H Llewelyn-Davies

20

0

20

J Zitron

26

0

26

Totals

470

43

513

* resigned 31 December 2025

** resigned 4 September 2025

 

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 re-election 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 of 31 March 2026

As of 31 March 2025

Jeffrey Zitron

901,560

901,560

Hattie Llewelyn-Davies **

210,540

210,540

Peter Hammond ***

n/a

758,720

Kevin Limn*

30,910

30,910

Victoria Davies*, ***

n/a

66,000

Total

1,143,010

1,967,730

* Share options disclosed in note 9

** Her shares are held in her estate from 23 May 2026 onwards

*** Resigned during the year

 

Substantial shareholdings

As at the date of this report and based on the Directors' knowledge, the following shareholders hold 3% or more of the issued share capital of the Company:

 

Shareholder name

Number of shares

Percentage of issued share Percentage of voting rights

capital


Andrew Townsend

2,784,100

26.3%

26.3%

Derek Joseph

1,217,040

11.5%

11.5%

Ian Sharp

1,217,040

11.5%

11.5%

John Richard Wollenberg

936,570

8.9%

8.9%

Julian Ashby

901,560

8.5%

8.5%

Jeffrey Zitron

901,560

8.5%

8.5%

Peter Hammond

758,720

7.2%

7.2%

Andrew Fife

523,224

4.9%

4.9%

 

 

 

 

Jeffrey Zitron

Chair, on behalf of the late Hattie Llewelyn-Davies, the former Chair of the Remuneration Committee

 

Date: 20 August 2026

 

 

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 2026.

 

Composition and meetings

During the year, the Audit and Risk Committee was comprised of two non-executive directors of the Company; Rajiv Jaitly (Chair), and Hattie Llewelyn-Davies with a third non-executive director - Jeffrey Zitron, attending as an observer. Rajiv Jaitly replaced outgoing Chair Peter Hammond during the year. 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 meet 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 2026 the Audit and Risk Committee met 5 times in accordance with its Terms of Reference.

 

During the year, time has been allocated for discussions between the Company's external and internal 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 and the Group;

·      Assessing the independence and performance of the external auditor;

·      Oversight of the external audit process;

·      Making recommendations to the Group Boards on the appointment of external auditors and the audit fee;

·      Reviewing the effectiveness of the Company and Group's internal control systems, and risk assessment, management, monitoring and mitigation processes; and

·      Reviewing the adequacy and effectiveness of the Company and Group'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 Boards of Directors, management teams, the external auditor and any specialist advisers that are 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 in any area within its remit and on other issues on which the Board has requested the Committee's oversight or opinion.

 

The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Board. During the year the Board has approved updated Terms of Reference and work plan for the Committee to support the smooth running of the Committee going forward. 

 

 

A significant achievement for the Committee in the year is the establishment of an internal audit function, supported by an Internal Audit Charter in September 2025. During the year the Committee agreed to a three-year plan and received its first audit findings report by 31 March 2026 in accordance with the plan. Further internal audits are planned for the next three years.

 

The Committee has also reviewed the ongoing requirements of reporting against the QCA code during the year.

 

Year Ended 31 March 2026 Financial Reporting

The Audit and Risk Committee receive 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. Furthermore, it has satisfied itself with the independence of the external auditors.

 

Priorities for the Year Ended 31 March 2027

Priorities for the 2027 financial year will include:

 

· Continued monitoring of the effectiveness of internal control systems, risk assessment, management and mitigation; and

 

· Monitoring of the effectiveness of the Internal Audit function and other sources of assurance; and

 

· Continued monitoring of any relevant developments in accounting standards and any related implementation.

 

External Audit

Moore Kingston Smith LLP were reappointed at the Annual General Meeting in September 2025 as the Company's auditor for the financial year 2025/26. 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 fourth 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 14 August 2026. No fees were paid to Moore Kingston Smith LLP other than for audit services in 2025/26.

 

 

Rajiv Jaitly

Chair of Audit and Risk Committee

 

Date: 20 August 2026

 

 

DIRECTORS' REPORT

 

Introduction

The directors present their report and the audited consolidated financial statements for the year ended 31 March 2026.

 


 

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 at the date of transaction, 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 2026, with comparatives showing the 12 months ended 31 March 2025.

 


 

Results and dividends

 

The results for the year are set out on page 32.

 


 

Ordinary dividends were paid amounting to £151,329.

 


 

Financial instruments

Details of the company's financial instruments and policies are provided within notes 21 and 22 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

 

he 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

(Deceased 23 May 2026)

 

Mr P Hammond

(Resigned 4 September 2025)

 

Mrs V Davies

(Resigned 31 December 2025)

 

Mr K Limn


 

Mr J Zitron


 

Mr R Jaitly

(Appointed 10 April 2025)

 

Mr M Knight

(Appointed 1 July 2026)

 


 

Supplier payment policy

 

The company's current policy concerning the payment of trade creditors is to follow the principles set out in the Fair Payment Code.

 

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 days of purchase (2025: 34 days), 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. Future recruitments will also be made on a similarly open basis. The Board is currently made up of three male Directors (plus one female Director as of the year end, before the sad passing of Hattie Llewelyn-Davies). The Executive team is made up of one Male and one Female Director.

 

Culture

The Board is committed to fostering a culture of transparency, integrity and strong corporate governance, appropriately scaled to the size and complexity of the Group. It recognises that a positive and open culture underpins effective decision-making and long-term sustainable success. The Board continues to promote a supportive and inclusive working environment and is focused on strengthening colleague engagement through a range of initiatives designed to enhance communication, accountability and professional development across the organisation.

 


 

Auditor

 

Moore Kingston Smith 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.

 

However, as its subsidiary TIAA is a B Corporation, the following facts are noted, as taken from TIAA's B Corp latest Impact Report.

 

The Group continues to place significant emphasis on its Environmental, Social and Governance ("ESG") commitments, with its subsidiary, TIAA Limited, maintaining its status as a certified B Corporation. This reflects adherence to recognised standards of social and environmental performance, transparency and accountability, verified by B Lab. TIAA has earned this certification by scoring 94.6 on the B Impact Assessment, making a legal pledge to weigh the impact of their decisions on all stakeholders (not just shareholders), and being transparent about their results against B Lab's criteria.

 

During the period, the Group has further articulated its impact through the publication of the TIAA B Corp Impact Report, which outlines progress across key pillars including governance, community engagement, environmental stewardship and employee wellbeing.

 

The report highlights the Group's continued commitment to:

·      Operating with a strong ethical governance framework aligned to stakeholder interests;

·      Supporting communities through social value initiatives and responsible business practices;

·      Enhancing environmental performance and progressing sustainability initiatives; and

·      Investing in employees through wellbeing, development and inclusive workforce practices.

 

Some relevant extracts from the B Corp Impact report:

 

Recognising and supporting our employees:

·      Gender pay gap improvements: TIAA median pay gap between male and female colleagues reduced from 14.62% to 5.9%, and similarly the mean difference between men and women reduced from 8.66% to 4.44%  in the latest report, This indicates that women are now earning closer to what their male counterparts earn for comparable roles;

·      Internal promotions remain strong: most current managers have progressed internally over the last three years.

 

Community Connections:

·      TIAA's team raised over £4,500 for charities through sponsorships, matched donations and fundraising initiatives. Looking ahead, it aims to involve employees more directly by letting them shape activities and choose future causes;

·      It also dedicated over 2,000 hours of employee time (equivalent to £49,000 in salary) to volunteering. Its next step is to make participation smoother and more impactful, ensuring benefits for both employees and the communities they support.

 

 

Environment:

As a member of the SME Climate Hub since 2021, TIAA is committed to achieving net zero across all scopes by 2030.

·      2024/25 emissions: 415.8 tCO2e, down from 618.2 tCO2e in 23/24;

·      Scope 1 and 2 emissions: reduced to just 3% of total emissions;

·      Impact to date: 59.47 tCO2e avoided compared to our 2019 baseline.

 

The Directors consider these initiatives integral to the Group's long-term strategy, reinforcing its purpose of delivering sustainable value to clients, employees and wider stakeholders, alongside financial performance. The continued development of ESG reporting and impact measurement remains a priority as the Group prepares for future B Corp reassessment, which is likely to occur in May 2027. Further details of TIAA's B Corp credentials are contained on their website in their B Corp Impact Report.

 

Finally, the Board of Adsure is pleased to note that TIAA was awarded the ISO 14001 accreditation in April 2026, which is the international standard for environmental systems, recognising we have robust systems in place to manage and reduce our environmental impact.

 


 

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.

 

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

 



 

Kevin Limn


 

Director

 


 

Date: 20 August 2026

 

 

INDEPENDENT AUDITOR'S REPORT

 

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 2026 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 2026 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 of £9,970k (2025: £10,027k) 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 as set out in note 4.

 

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 or the related disclosures.

 

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 to March 2028 prepared by management. We considered the Group's immediately available assets, as well as the level of any committed facilities. Further details of the work performed are set out in the 'Going Concern' section of this report.

 

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.

 

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 £195,000, which was 2% of the Group's revenue. We determined parent company materiality to be £16,500, which was 7.5% of the company's net assets. 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 £195,000 and final parent company 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 50% of our planning materiality, namely £97,500 for the group and £8,250 for the parent company. Final group performance materiality was calculated at £97,500 and final parent company performance materiality was calculated at £8,250.

 

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 £9,750 for the group and £825 for the parent company as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. Final group triviality was calculated at £9,750 and final parent company 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, strategies 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 the part of the directors' remuneration report to be audited has been properly prepared in accordance with 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 and the part of the directors' remuneration report to be audited, 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.

 

A further description of our responsibilities is available on the Financial Reporting Council's website at: 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.

 

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 UK Generally Accepted Accounting Practice and the Companies Act 2006), the rules of the AQUIS growth market 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.

 


 

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: 20 August 2026

 

GROUP INCOME STATEMENT

 


 


2026


2025



Notes


£


£



Revenue

4


  9,970,760


10,027,512



Employee benefits expense

7


(7,272,261)


(7,518,436)

Depreciation and amortisation expense

6


(264,958)


(277,224)

Other operating expenses


(1,360,038)


(1,325,115)








Total operating expenses


(8,897,257)


(9,120,775)








Operating profit

6


1,073,503


906,737



Investment revenues

 


13,465


6,531


Finance costs

10


(82,897)


(94,974)








Profit before taxation


1,004,071


818,294



Income tax expense

11


(249,000)


(204,953)








Profit for the year

 


755,071


613,341









Profit for the financial year is all attributable to the owners of the parent company.



Earnings per share

12


2026


2025


Basic (pence per share)


7.14


5.80


Diluted (pence per share)


7.14


5.80










The notes on pages 38 to 70 form part of these group financial statements.

 

GROUP STATEMENT OF COMPREHENSIVE INCOME

 

 



2026


2025



£


£



Profit for the year

755,071


613,341









Other comprehensive income:



Items that will not be reclassified to profit or loss


Actuarial (loss)/gain on defined benefit pension schemes


(1,000)


88,000


Tax relating to items not reclassified


250


(22,250)








Total items that will not be reclassified to profit or loss


(750)


65,750









Total comprehensive income for the year

754,321


679,091









Total comprehensive income for the year is all attributable to the owners of the parent company.



The notes on pages 38 to 70 form part of these group financial statements.

 

GROUP STATEMENT OF FINANCIAL POSITION

 

 



2026


2025

 


Notes


£


£

 


 

Non-current assets

 

Intangible assets

13


7,952


12,277

 

Property, plant and equipment

14


729,371


662,867

 

Investments

15


-


1

 

Deferred tax asset

20


167,039


216,295

 


 





 


 


904,362


891,440

 


 





 


 

Current assets


 

Trade and other receivables

17


2,209,709


2,177,530

 

Cash and cash equivalents


1,013,572


1,103,599

 


 





 


 


3,223,281


3,281,129

 


 





 


 

Current liabilities


 


 

Trade and other payables

18


1,301,672


1,671,923

 

Current tax liabilities


138,845


113,263

 

Lease liabilities

19


200,325


198,305

 


 





 


 


1,640,842


1,983,491

 


 





 


 

Net current assets


1,582,439


1,297,638

 


 





 


 

Non-current liabilities


 


 

Lease liabilities

19


106,748


271,580

 

Deferred tax liabilities

20


107,317


40,470

 

Retirement benefit obligations

24


607,000


828,000

 


 





 


 


821,065


1,140,050

 


 





 


 

Net assets


1,665,736


1,049,028

 


 





 


 

Equity


 


 

Called up share capital

25


52,912


52,912

 

Merger reserve

26


310,155


310,155

 

Share based payment reserve

 


78,053


64,337

 

Retained earnings

26


1,224,616


621,624

 


 





 


 

Total equity


1,665,736


1,049,028

 


 





 

 

The financial statements were approved by the board of directors and authorised for issue on 20 August 2026 and are signed on its behalf by:

 



 

Mr K Limn


 

Director


 


 

The notes on pages 38 to 70 form part of these group financial statements.

 


 

Company registration number 14514054 (England and Wales)

 

GROUP STATEMENT OF CHANGES IN EQUITY

 

 

 

 

Share capital

Merger reserve

Share based payment reserve

Retained earnings

Total



Notes

£

£

£

£

£



Balance at 1 April 2024

52,912

310,155

-

182,331

545,398















Year ended 31 March 2025:


Profit

-

-

-

613,341

613,341


Other comprehensive income:


Actuarial gains/(losses) on pension scheme


-

-

-

88,000

88,000


Tax relating to other comprehensive income


-

-

-


(22,250)

(22,250)














Total comprehensive income

-

-

-

679,091

679,091


Transactions with owners:


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

310,155

64,337

621,624

1,049,028















Year ended 31 March 2026:


Profit

-

-

-

755,071

755,071


Other comprehensive income:


Actuarial gains/(losses) on pension scheme


-

-

-


(1,000)

(1,000)

Tax relating to other comprehensive income


-

-

-

250

250















Total comprehensive income

-

-

-

754,321

754,321


Transactions with owners:


Dividends

 

-

-

-


(151,329)

(151,329)

Other movements


-

-

13,716

-

13,716















Balance at 31 March 2026

25, 26

52,912

310,155

78,053

1,224,616

1,665,736















The notes on pages 38 to 70 form part of these group financial statements.

 

GROUP STATEMENT OF CASH FLOWS

 


 

 

2026


2025



Notes

£

£

£

£



Cash flows from operating activities



Cash generated from operations

32


678,747


915,001



Interest paid


(33,897)


(39,974)

Income taxes (paid)/refunded


(107,065)


11









Net cash inflow from operating activities


537,785


875,038



Investing activities


Purchase of intangible assets


(11,010)


-


Purchase of property, plant and equipment


(276,460)


(181,765)


Proceeds from disposal of property, plant and equipment

18,082


1,360


Interest received


13,465


6,531









Net cash used in investing activities


(255,923)


(173,874)


Financing activities


Repayment of bank loans


-


(213,333)


Payment of lease liabilities


(220,560)


(211,769)


Dividends paid to equity shareholders


(151,329)


(239,798)









Net cash used in financing activities


(371,889)


(664,900)








Net (decrease)/increase in cash and cash equivalents


(90,027)


36,264



Cash and cash equivalents at beginning of year


1,103,599


1,067,335









Cash and cash equivalents at end of year


1,013,572


1,103,599









The notes on pages 38 to 70 form part of these group financial statements.

 

NOTES TO THE GROUP FINANCIAL STATEMENTS

 


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 pound.

 


 


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 2026, with comparatives showing the 12 months ended 31 March 2025.

 


 

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 2026. 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 £755k (2025: £613k). As at the reporting date the group had net current assets of £1,582k (2025: £1,298k) and net assets of £1,666k (2025: £1,049k).

 

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 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

 


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 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 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 have prepared its financial statements in accordance with UK-adopted international accounting standards as extant at 31 March 2026.

 

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 2025:

·      IAS 21 Foreign Exchange (Amendment - Lack of Exchangeability);

 

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 group has decided not to adopt early. The group 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 on or after 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 on or after 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 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.

 


 


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 group's revenue during the years ended 31 March 2026 and 31 March 2025, was derived from the services it provides in the UK, which are recognised as services over time.  The nature of the group'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.



5

Contracts with customers



2026

2025

2026

2025



Contract  assets

Contract  assets

Contract liabilities

Contract liabilities



£

£

£

£




At 1 April

996,473

978,000


(387,204)

(530,858)


Decrease due to balance transferred to accounts receivable


(996,473)

(978,000)

-

-



Decrease due to revenue recognised in the year

-

-

387,204

530,858



New contract assets

957,140

996,473

-

-



Increase due to cash received in advance

-

-


(205,194)

(387,204)













At 31 March - Presented as current

957,140

996,473


(205,194)

(387,204)













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


 


2026

2025

 


Operating profit for the year is stated after charging/(crediting):

£

£

 


 


Fees payable to the company's auditor for the audit of the company's financial statements (note 8).

25,000

25,000

 


Depreciation of property, plant and equipment

46,293

46,228

 


Depreciation of right-of-use assets

203,330

210,409

 


Amortisation of intangible assets (included within administrative expenses)

15,335

20,588

 


Share-based payments

13,716

64,337

 


 





 

7

Employees

 


 


The average monthly number of persons (including directors) employed by the group during the year was:

 


 


2026

2025

 


Number

Number

 


 


Number of audit staff

98

113

 


Number of administrative staff

15

12

 


Number of management staff

13

11

 


 





 


 


Total

126

136

 


 





 


 


Their aggregate remuneration comprised:

 


2026

2025

 


£

£

 


 


Wages and salaries

6,123,240

6,500,104

 


Social security costs

767,392

631,945

 


Pension costs

381,629

386,387

 


 





 


 


7,272,261

7,518,436

 


 





 

8

Auditor's remuneration


 


2026

2025

 


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


 


2026

2025

 


£

£

 


 


Remuneration for qualifying services

470,291

332,165

 


Company pension contributions to defined contribution schemes

42,971

58,849

 


Sums paid to third parties for directors' services

-

26,160

 


 





 


 


513,262

417,174

 


 





 


 


The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 2 (2025 - 2).

 


 


The number of directors who exercised share options during the year was 0 (2025 - 0). During the previous year 476,052 share options were granted to the directors, during the current year 211,578 of those options have been forfeited. Details of the company's share options are included within note 23.

 


 


Remuneration disclosed above includes the following amounts paid to the highest paid director:

 


 


2026

2025

 


£

£

 


 


Remuneration for qualifying services

211,497

147,772

 


Company pension contributions to defined contribution schemes

22,718

34,375

 


 





 


 

10

Finance costs


 


2026

2025

 


£

£

 


 


Interest on bank overdrafts and loans

-

9,217

 


Interest on lease liabilities

33,897

30,757

 


Net interest on net defined benefit liability

49,000

55,000

 


 





 


 


Total interest expense

82,897

94,974

 


 





 

11

Income tax expense



2026

2025



£

£



Current tax



UK corporation tax on profits for the current period

138,845

111,638



Adjustments in respect of prior periods


(6,198)

-










Total UK current tax

132,647

111,638










Deferred tax



Origination and reversal of temporary differences

60,853

35,565



Defined benefit pension scheme movements within profit and loss

55,500

57,750










116,353

93,315










Total tax charge

249,000

204,953










The charge for the year can be reconciled to the profit per the income statement as follows:




2026

2025



£

£




Profit before taxation

1,004,071

818,294










Expected tax charge based on a corporation tax rate of 25.00% (2025: 25.00%)

251,018

204,574




Effect of expenses not deductible in determining taxable profit

4,235

16,735



Change in unrecognised deferred tax assets

-


(15,790)


(Over)/under provided in prior years


(6,198)

-



Tax at marginal rate


(55)

(566)









Taxation charge for the year

249,000

204,953









 


In addition to the amount charged to the income statement, the following amounts relating to tax have been recognised directly in other comprehensive income:

 


 


2026

2025

 


£

£

 


Deferred tax arising on:


 


Actuarial differences recognised as other comprehensive income


(250)

22,250

 


 





 


 

12

Earnings per share


 


2026

2025

 


Number

Number

 


Number of shares

 


Weighted average number of ordinary shares for basic earnings per share

10,582,440

10,582,440

 


 





 


 


2026

2025

 


Earnings

£

£

 


Profit for the period from continued operations

755,071

613,341

 


 





 


 


2026

2025

 


Pence per share

Pence per share

 


Earnings per share

 


Basic and diluted earnings per share

7.14

5.80

 


 





 


 


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 2024

632,211








At 31 March 2025

632,211



Additions - purchased

11,010



Disposals


(532,762)







At 31 March 2026

110,459








Amortisation and impairment



At 1 April 2024

599,346



Charge for the year

20,588








At 31 March 2025

619,934



Charge for the year

15,335



Eliminated on disposals


(532,762)







At 31 March 2026

102,507








Carrying amount



At 31 March 2026

7,952








At 31 March 2025

12,277








At 31 March 2024

32,865







14

Property, plant and equipment




Assets under

construction

Fixtures, fittings & equipment

Computer equipment

Right-of-use

assets

Total



£

£

£

£

£



Cost



At 1 April 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



Additions

217,984

28,719

29,758

57,748

334,209



Disposals

-


(30,797)

(52,526)

(127,717)

(211,040)















At 31 March 2026

260,165

35,629

514,711

663,814

1,474,319
















Assets under

construction

Fixtures, fittings & equipment

Computer equipment

Right-of-use

assets

Total



£

£

£

£

£



Accumulated depreciation and impairment



At 1 April 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



Charge for the year

-

5,584

40,709

203,330

249,623



Eliminated on disposal

-


(30,797)

(51,673)

(110,488)

(192,958)















At 31 March 2026

-

12,491

375,716

356,741

744,948
















Carrying amount



At 31 March 2026

260,165

23,138

138,995

307,073

729,371
















At 31 March 2025

42,181

3

150,799

469,884

662,867
















The group 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

2026

2025



£

£



Net values at the year end



Property

90,472

119,814



Vehicles

216,601

350,070










307,073

469,884










Depreciation charge for the year



Property

29,342

29,342



Vehicles

173,988

181,067










203,330

210,409









 


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 non-cancellable 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.

 

In previous years, 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

 


2026

2025

2026

2025

 


£

£

£

£

 


 


Investments held at amortised cost

-

-

-

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, which has subsequently been dissolved on 17 June 2026.

 


 

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

% Held

 


shares held

Direct

 


 


TIAA Limited


Artillery House Fort Fareham Industrial Site, Newgate Lane, Fareham, Hampshire, England, PO14 1AH


The provision of business assurance and advisory services to the Health, Housing, Local Government, Charity, Education and Emergency Services sectors.


Ordinary A

100.00

 

17

Trade and other receivables



2026

2025



£

£




Trade receivables

1,067,130

970,923



Provision for expected credit losses


(33,359)

(9,832)









1,033,771

961,091




Contract assets (note 5)

957,140

996,473



VAT recoverable

29,830

-



Other receivables

2,172

4,237



Prepayments

186,796

215,729










2,209,709

2,177,530










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 21 includes disclosures relating to the credit risk exposures and analysis relating to the allowance for expected credit losses.



18

Trade and other payables



2026

2025



£

£




Trade payables

82,842

154,386



Contract liabilities (note 5)

205,194

387,204



Accruals

293,596

370,426



Social security and other taxation

643,092

679,571



Other payables

76,948

80,336










1,301,672

1,671,923










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.

 


19

Lease liabilities



2026

2025



Maturity analysis

£

£




Within one year

208,972

231,582



In two to five years

152,001

323,584










Total undiscounted liabilities

360,973

555,166



Future finance charges and other adjustments


(53,900)

(85,281)









Lease liabilities in the financial statements

307,073

469,885










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:




2026

2025



£

£




Current liabilities

200,325

198,305



Non-current liabilities

106,748

271,580










307,073

469,885










2026

2025



Amounts recognised in profit or loss include the following:

£

£




Interest on lease liabilities


33,897

30,757









20

Deferred taxation



Liabilities


Assets



2026

2025

2026

2025



£

£

£

£




Deferred tax balances

107,317

40,470

167,039

216,295














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 2026 deferred tax balances are predominately measured on a 25% tax rate (31 March 2025: 25%).

 

Deferred tax balances are summarised as follows:




Fixed asset timing differences

Tax losses

Defined contribution pension schemes

Defined benefit pension schemes

Total



£

£

£

£

£




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 prior 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 1 April 2025

40,470

-

-

-

40,470



Asset at 1 April 2025

-


(2,459)

(6,836)

(207,000)

(216,295)



Deferred tax movements in current year



Charge/(credit) to profit or loss

66,847


(5,881)

(113)

55,500

116,353



Charge/(credit) to other comprehensive income

-

-

-


(250)

(250)















Liability at 31 March 2026

107,317

-

-

-

107,317



Asset at 31 March 2026

-


(8,340)

(6,949)

(151,750)

(167,039)















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 24).

 

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.

 


21

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 22 .

 

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 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 2026 and 31 March 2025 respectively as well as the corresponding historical credit losses during that period. The historical rates are adjusted to reflect current and forward-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.

 


 

22

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 2026


 


Finance lease liabilities

307,073

200,325

72,077

34,671

-

307,073

 


Trade payables

82,842

82,842

-

-

-

82,842

 


Borrowings

-

-

-

-

-

-

 


Other payables

76,948

76,948

-

-

-

76,948

 


 













 


 


466,863

360,115

72,077

34,671

-

466,863

 


 













 


 


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

 


 













 


 


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 2026


 


Contract assets

957,140

957,140

-

-

-

957,140

 


Trade receivables

1,033,771

1,033,771

-

-

-

1,033,771

 


 













 


 


1,990,911

1,990,911

-

-

-

1,990,911

 


 













 


 


At 31 March 2025

 


Contract assets

996,473

996,473

-

-

-

996,473

 


Trade receivables

961,091

961,091

-

-

-

961,091

 


 













 


 


1,957,564

1,957,564

-

-

-

1,957,564

 


 













 


 


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.

 

 

23

Share-based payments

 


 


During the prior 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

 


2026

2025

2026

2025

 


£

£

 


 


Outstanding at 1 April 2025

893,040

-

0.30

-

 


Granted in the period

62,855

893,040

0.30

0.30

 


Forfeited in the period


(211,578)

-

0.30

-

 


 









 


 


Outstanding at 31 March 2026

744,317

893,040

0.30

0.30

 


 









 


 


Exercisable at 31 March 2026

-

-

0.30

0.30

 


 









 


 


Forfeiture of options

Under the terms of the scheme rules, an employee's options are forfeited upon leaving the company before the relevant service period ends. During the year 211,578 of options were forfeited as a result of the departure of one employee. In accordance with IFRS 2 the accumulated share-based payment relating to those awards of £15,243 has been reversed through profit or loss during the year.

 

 


 


Options granted during the year

 


In August 2025 a further 62,855 of options were granted to two employees, of which 7,903 of the options vested immediately as related to the group's financial performance for the year ended 31 March 2025, with the remaining 54,952 of options expected to vest as a result of the current year.

 

The fair value of the options granted was measured using the Black-Scholes model, the principal assumptions used in the calculation were:

 


 


2026

2025

 


 


Grant date

August 2025

August 2024

 


Weighted average fair value

£0.07

£0.11

 


Inputs for model:


 


- Weighted average share price

£0.25

£0.30

 


- Weighted average exercise price

£0.30

£0.30

 


- Expected volatility

12%

13%

 


- Expected life

10 years

10 years

 


- Risk free rate

4.5%

4.0%

 


 


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 and expire after the tenth anniversary. No options were exercised during the year ended 31 March 2026. 681,462 of the options outstanding at 31 March 2026 have an exercise price of £0.30, and a remaining contractual life of 8 and a half years, whilst the remaining 62,855 of the options outstanding at 31 March 2026 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

13,716

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.

 

 

24

Retirement benefit schemes

 


2026

2025

 


Defined contribution schemes


£

£

 


 


Charge to profit or loss in respect of defined contribution schemes

381,629

386,387

 


 





 


 


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 2026 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.

 


 


2026

2025

 


Key assumptions

%

%

 


 


Discount rate

6.02

5.82

 


Salary growth rate

4.02

3.79

 


Inflation (RPI)

3.33

3.10

 


Inflation (CPI)

3.02

2.79

 


Allowance for commutation of pension for cash at retirement

75% of max.

75% of max.

 


 





 


 


Mortality assumptions

2026

2025

 


Assumed life expectations on retirement at age 65:

Years

Years

 


Assumed life expectations on retirement at age 65:

 


- Males

20.9

20.5

 


- Females

23.2

23.0

 


 





 


 


Retiring in 20 years

 


- Males

22.2

21.7

 


- Females

24.6

24.5

 


 





 



The amounts included in the statement of financial position arising from the group's obligations in respect of defined benefit plans are as follows:




2026

2025



£

£




Present value of defined benefit obligations

5,706,000

5,687,000



Fair value of plan assets


(5,099,000)

(4,859,000)









Deficit in scheme

607,000

828,000










2026

2025



Movements in the present value of defined benefit obligations

£

£




At 1 April 2025

5,687,000

6,067,000



Benefits paid


(289,000)

(291,000)


Actuarial gains and losses


(23,000)

(385,000)


Interest cost

331,000

296,000










At 31 March 2026

5,706,000

5,687,000










Pension contributions to be made by the company in 2026/27 are expected to be at a similar level to 2025/26.




2026

2025



The defined benefit obligations arise from plans funded as follows:

£

£




Wholly unfunded obligations

-

-



Wholly or partly funded obligations

5,706,000

5,687,000










5,706,000

5,687,000










2026

2025



Movements in the fair value of plan assets

£

£




At 1 April 2025

4,859,000

4,920,000



Interest income

282,000

241,000



Return on plan assets (excluding amounts included in net interest)


(24,000)

(297,000)


Benefits paid


(289,000)

(291,000)


Contributions by the employer

271,000

286,000










At 31 March 2026

5,099,000

4,859,000










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 2026 is 12 years (31 March 2025: 13 years).

 

The following table summarises the effects of changes in these actuarial assumptions on the defined benefit liability at 31 March:




2026

2025



£

£




Discount rate - 0.3% change

- increase

18,000

199,000



- decrease

(19,000)

(208,000)



Salary growth - 1% change

- increase

(21,000)

(22,000)



- decrease

19,000

22,000



Average life expectancy - 1 year range

- increase

(137,000)

(146,000)



- decrease

133,000

142,000










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

2026

2025



Costs/(income):

£

£




Net interest on defined benefit liability

49,000

55,000










Amounts recognised in other comprehensive income

2026

2025



Costs/(income):

£

£




Actuarial changes arising from experience adjustments


(23,000)

(385,000)


Actuarial changes related to plan assets

24,000

297,000










Total costs/(income)

1,000


(88,000)









2026

2025



Fair value of plan assets


£

£




Equity instruments


1,484,000

1,449,000



Debt instruments


1,118,000

931,000



Property


729,000

827,000



Insurance-linked securities


8,000

15,000



Liability driven investments


1,709,000

1,552,000



Cash and other


51,000

85,000










5,099,000

4,859,000









25

Share capital



2026

2025

2026

2025



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












26

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 into existence.

 


 

27

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 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.

 


 

28

Capital commitments


 


2026

2025

 


£

£

 


At 31 March 2026 the group had capital commitments as follows:


 


 


Contracted for but not provided in the financial statements:

 


Acquisition of intangible assets

90,000

217,057

 


 





 


 


During the prior year, 31 March 2025, 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 dates in question.

 


 

29

Events after the reporting date

 


 


There have been no significant events affecting the company or group subsequent to the year end.

 

 

30

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.

 

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 £35,781 (2025 - £34,246). At the balance sheet date, the related party customer owed the group £10,550 (2025 - £31,603).

 

In addition to the above, during the year ended 31 March 2026, the group provided £381,878 (2025- £nil) of services to other customers who have a common director to the company, as part of the group's normal operating activities.



31

Controlling party




There is no one controlling party of Adsure Services PLC.



32

Cash generated from operations



2026

2025



£

£




Profit for the year after tax

755,071

613,341




Adjustments for:



Taxation charged

249,000

204,953



Finance costs

82,897

94,974



Investment income


(13,465)

(6,531)


Amortisation and impairment of intangible assets

15,335

20,588



Depreciation and impairment of property, plant and equipment

249,623

256,637



Pension scheme non-cash movement


(271,000)

(286,000)


Equity settled share based payment expense

13,716

64,337




Movements in working capital:



Decrease/(increase) in contract assets

39,333


(18,473)


Increase in trade and other receivables


(71,512)

(227,190)


Decrease in contract liabilities


(182,010)

(143,654)


(Decrease)/increase in trade and other payables


(188,241)

342,019










Cash generated from operations

678,747

915,001


 



 






COMPANY STATEMENT OF FINANCIAL POSITION

 


 

 


2026


2025

 


Notes

£

£

£

£

 


 

Non-current assets


 

Investments

35


130,965


117,249

 

Deferred tax asset

39


609


-

 


 





 


 


131,574


117,249

 

Current assets


 

Trade and other receivables

36

153,110


189,472


 

Cash and cash equivalents


33,370


60,131


 


 






 


 


186,480


249,603


 

Current liabilities

37


(79,838)


(79,658)


 


 






 


 

Net current assets


106,642


169,945

 


 





 


 

Total assets less current liabilities


238,216


287,194

 


 





 


 

Equity


 


 

Called up share capital

38


52,912


52,912

 

Other reserves


78,053


64,337

 

Retained earnings


107,251


169,945

 


 





 


 

Total equity


238,216


287,194

 


 





 


 

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 £88,635 (2025 - £222,901 profit).

 


 

The financial statements were approved by the board of directors and authorised for issue on 20 August 2026 and are signed on its behalf by:

 


 

Mr K Limn


 

Director


 


 

The notes on pages 73 to 76 form part of these parent company financial statements.

 


 

Company registration number 14514054 (England and Wales)

 

COMPANY STATEMENT OF CHANGES IN EQUITY

 

 


Share capital

Share based payment reserve

Retained earnings

Total



Notes

£

£

£

£



Balance at 1 April 2024

52,912

-

186,842

239,754



Year ended 31 March 2025:


Profit and total comprehensive income

-

-

222,901

222,901


Transactions with owners:


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













Year ended 31 March 2026:


Profit and total comprehensive income

-

-

88,635

88,635


Transactions with owners:


Dividends

 

-

-


(151,329)

(151,329)

Other movements


-

13,716

-

13,716













Balance at 31 March 2026

52,912

78,053

107,251

238,216













The notes on pages 73 to 76 form part of these parent company financial statements.

 

NOTES TO THE COMPANY FINANCIAL STATEMENTS

 


33

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 Industrial Site, 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.

 


 

33.1

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 pound.

 


 


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.

 

 


 

34

Employees - Individual parent company

 


 


The average monthly number of persons employed by the company during the year was:

 


 


2026

2025

 


Number

Number

 


 


Number of management staff

2

2

 


 





 


 


Their aggregate remuneration comprised:

 


2026

2025

 


£

£

 


 


Wages and salaries

528,848

332,165

 


Social security costs

58,838

38,262

 


Pension costs

44,596

58,849

 


 





 


 


632,282

429,276

 


 





 


 

35

Investments - Individual parent company

 


Current

Non-current

 


2026

2025

2026

2025

 


£

£

£

£

 


 


Investments in subsidiaries

-

-

130,965

117,249

 


 









 


 


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 2025

117,249

 


Capital contribution in respect of equity-settled share based payments

13,716

 


 



 


 


At 31 March 2026

130,965

 


 



 


 


Carrying amount


 


At 31 March 2026

130,965

 


 



 


 


At 31 March 2025

117,249

 


 



 

36

Trade and other receivables - Individual parent company


 


2026

2025

 


£

£

 


 


VAT recoverable

29,830

-

 


Amounts owed by fellow group undertakings

110,614

188,629

 


Other receivables

266

843

 


Prepayments and accrued income

12,400

-

 


 





 


 


153,110

189,472

 


 





 


 

37

Liabilities - Individual parent company


 


2026

2025

 


Notes

£

£

 


 


Trade and other payables

 

35,148

13,654

 


Corporation tax payable


30,268

52,492

 


Other taxation and social security


14,422

13,512

 


 





 


 


79,838

79,658

 


 





 


 

38

Share capital - Individual parent company

 


 


Refer to note 25 of the group financial statements.

 

 

39

Deferred taxation


 


Liabilities


Assets

 


2026

2025

2026

2025

 


£

£

£

£

 


 


Deferred tax balances

-

-

609

-

 


 









 


 


Deferred tax assets are expected to be recovered after more than one year


 


 


The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.

 

 


Defined contribution pension schemes

 

 


£

 

 


 

 

Liability at 1 April 2024 and 1 April 2025

-

 

 


 

 

Deferred tax movements in current year

 

 

Credit/(charge) to profit or loss

609

 

 


 

 



 

 


 

 

Asset at 31 March 2026

609

 

 


 

 



 

 

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