Final Results and Dividend

·    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

·    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.

·    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.

Adsure Services PLC

Kevin Limn, Chief Executive Officer

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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.

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.

* 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:

* 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:

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:

* 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:

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