Announcement PDF RNS Number : 5689R Adsure Services PLC 21 August 2026 21 August 2026 Adsure Services PLC ("Adsure Services", "the Company ") Final Results and dividend for the year ended 31 March 2026 Adsure Services (AQSE:ADS), a leading group of advisory and assurance services and the holding company for TIAA Limited (together "the Group"), a specialist business assurance provider operating across the Housing, Healthcare, Government, Education, Charities, and other sectors, is pleased to announce its consolidated final results and proposed dividend for the year ended 31 March 2026. Financial Highlights · Operating profit increased 18.4% to £1.07m (2025: £0.9m) · 22.7% increase in Profit before taxation to £1.0m (2025: £0.82m) · Total Revenue decreased 0.5% to £10.0m (2025: £10.0m) · Cash balances remain strong at £1.0m as of 31 March 2026 (2025: £1.1m) · EBITDA increased 13% to £1.34m (2025: £1.18m) · EBITDA margin of 13.4% (2025: 11.8%) · Net profit increased 23% to £0.75m (2025: £0.6m) · Proposed final dividend payment 0.95 pence per share (2025: 1.14 pence per share) to be paid in September 2026 Operational Highlights · Strengthened sector-focused business development across the Group, leading to orderbook growth driven by both one-off engagements and long- term contracts that add to our recurring revenue base. · Proposed a strong final dividend to shareholders which recognises their ongoing support for the Adsure Group, whilst creating capacity to invest in the Group's growth strategy. · Progressed client testing of our Innovate UK-funded 'TIAA Insight' proprietary Large Language Model (LLM) AI tool, in preparation for full deployment across the group. · Increased EBITDA margin by realigning of our skills mix while reducing direct staff costs and maintaining strong levels of business retention. · Expanded income streams in the Housing sector, where client numbers have grown to over 130 individual client organisations, underpinned by strong grant compliance work including the audit of government grants from Homes England. · Won three new university contracts worth a total of £160k over the 2025/26 academic year, securing higher-value, term-recurring engagements at above- average daily rates and consolidating our position in the Education sector. · Launched the K10 Vision audit working paper software in November 2025, fully integrated as part of our 'Fit for the Future' strategic initiative to advance our technological capabilities and improve internal efficiencies. · Continued investment in digital connectivity and ICT infrastructure, supporting improved productivity and positioning the Group to meet the evolving needs of clients in a dynamic market environment. · Published our first Impact Report, reflecting our commitment to transparency and to measuring the wider value we create for clients, staff and stakeholders. · Reinforced social values in the business model for our principal trading entity, TIAA Limited, and maintained trading relationships with other B Corporations. Post Period Highlights · Refreshed 5-year Corporate Plan in April 2026, updating and re-defining our future targets for growth both in volume and scope of our services. · Launched strategy to transform the Group into a leading cluster of specialist professional services companies powered by TIAA Insight, the Group's proprietary AI technology. Kevin Limn, Chief Executive Officer of Adsure Services PLC, commented: "I am delighted to report that Adsure Services PLC's operational and strategic momentum gathered pace during the year culminating in growth in every key measure of profitability. This achievement reflects the ongoing commitment of our people, our continued strategic investment in technology, and the sector-focused business development that has grown our orderbook and deepened our recurring revenue base. With these strong foundations in place, we are now setting out an ambitious new chapter for the Group. The Board has formally agreed a strategic vision to transform Adsure into a leading cluster of specialist, purpose-driven professional services businesses across the UK, united by a shared commitment to independence, transparency and ethical value creation. We intend to pursue this through selective acquisitions of like-minded specialist firms running in parallel with continued organic growth through TIAA's innovation and service development. Central to this vision is our proprietary AI technology, TIAA Insight. While we are committed to the full rollout of this technology across TIAA, we also believe TIAA Insight has the potential to create value well beyond our current operations and will be central to our future growth plans. To aid our growth through technology and acquisition the Board is committed to creating headroom to enable our strategy for the next five years. The Board is delighted therefore to still be in a position to reward shareholder support by proposing another strong dividend, fuelled by another year of strong financial performance. Our transformation is built on the robust foundations of TIAA Limited, our B Corp-certified business with over three decades of trusted assurance work across housing, health, education and local government. With a profitable, cash-generative core, a clear strategy and a differentiated technology platform, the Group is well-positioned for continued momentum, and we remain confident in our ability to drive organic growth, create greater efficiencies and deliver lasting value to all stakeholders. We look forward to sharing further updates as we build the Adsure Services Group. The financial year also brought the sad news of Hattie's passing. The board, many of Adsure's shareholders and a great number of our clients were touched by Hattie's charisma, spark and passion during the course of her life. She made such a wonderful impact on us all we now have to live up to the potential she saw in us. Hattie will be missed but never forgotten." Sarah Prescott, Chief Financial Officer of Adsure Services PLC, commented: "The Group has delivered a financially resilient performance, with total revenue stabilising at circa £10.0m while profitability improved markedly across every key profit metric. This combination of a steady top line and materially stronger earnings reflects a deliberate focus on the quality, efficiency and recurring nature of our income. EBITDA increased 13% to £1.3m, with the EBITDA margin expanding by 160 basis points to 13.4%. Operating profit rose 18.4% to £1.07m and profit before taxation grew 22.7% to £1.0m, demonstrating strong conversion of revenue into profit and the operational leverage now embedded in the business. The principal driving force behind this margin expansion has been the realignment of our skills mix, supported by several significant strategic hires, a reduction in direct staff costs and the maintenance of strong business retention. Alongside this, strengthened sector-focused business development across the Group has grown our orderbook through both one-off engagements and long-term contracts, strengthening the quality and predictability of our revenue base." Dividend The Board's recommendation for the final dividend of 0.95 pence per share is subject to shareholder approval at the Annual General Meeting ("AGM") scheduled for 21 September 2026. Following approval at the AGM, the dividend will have an ex-dividend date of 10 September 2026, a record date of 11 September 2026 and payment of the approved dividend will be made to shareholders on 25 September 2026. More information For more information and the chance to have your questions directly answered by the management team, please head to our interactive investor hub via: https://investors.adsureservicesplc.co.uk/link/yVdzgr. Here you will find all company news and additional content to further explain Adsure's strategy and investment case. Engage with the Adsure Services management team directly by asking questions, watching video summaries and seeing what other shareholders have to say. Navigate to our Interactive investor hub here: https://investors.adsureservicesplc.co.uk/link/yVdzgr. Adsure Services PLC Kevin Limn, Chief Executive Officer Engage with the company directly +44 (0) 845 300 3333 https://investors.adsureservicesplc.co.uk/s/435bf4 Guild Financial Advisory Limited - Corporate Adviser Ross Andrews Evangeline Klaassen +44 (0)7973 839767 ross.andrews@guilfin.co.uk +44 (0)7972 841276 evangeline.klaassen@guildfin.co.uk Redchurch Communications - Financial PR & IR John Casey / Nicky Bagheri +44 (0) 207 7870 3974 ads@weareredchurch.com About Adsure Services Adsure Services PLC is a leading audit and assurance services provider, dedicated to delivering high-quality financial review and compliance solutions. Through investment in innovative technology and AI-driven solutions, the Company is focused on enhancing efficiency and accuracy in the audit sector. STATEMENTS FROM THE CHAIR AND CHIEF EXECUTIVE Chair's Highlights The accounts for the year ended 31 March 2026 show a consolidation of Adsure's strong trading performance since listing in October 2023 and I am delighted to present the Group's results for the financial year ended 31 March 2026. Our core trading subsidiary, TIAA Limited, as a specialist provider of business services, continues to be recognised as an alternative to traditional accountancy practices across the UK public and other non-profit sectors. The year has also seen the first full year of our new senior management structure. This includes the appointment of two senior directors in TIAA to oversee operations and business development respectively, and four lead directors to head each of our main business areas, Health, Housing, Education, and Local Government & Emergency Services. It is with great sadness that we record the death of Hattie Llewelyn-Davies, Senior Independent Non-Executive Director, in May 2026. Hattie was integral to the creation of TIAA over 30 years ago and joined the Board of Adsure prior to its listing in October 2023. Hattie was heavily involved across all our areas of operation, making massive contributions in social housing, local government, and the NHS throughout her distinguished career. Hattie had the ability to inspire and build confidence in people, a trait that was valued by those who knew her and which brought out the best in the organisations with which she worked. Our most sincere condolences to all her family, her work colleagues and her many friends. Peter Hammond, the long-serving chair of our Audit and Risk Committee, retired as part of our succession strategy in September 2025. The Board records its thanks to Peter for his 30 years of service to TIAA and subsequently to Adsure. The Board is pleased to have welcomed Rajiv Jaitly to his role at the beginning of the year and thank him for successfully taking up the reins as chair of our Audit and Risk Committee. During this transition, we have taken the opportunity to strengthen and further refine our governance by approving a renewed Audit and Risk Committee plan and adopting an internal audit function for the first time. Vicky Davies, our Chief Finance Officer and Company Secretary, left the Board in December 2025 and we thank her for her service to TIAA and Adsure. The Board is pleased to have welcomed Sarah Prescott as our new Chief Financial Officer and Company Secretary. Sarah brings experience and insight which is supporting the Board in delivering the Company's strategy and subsidiary Corporate Plan. She joined in the year and reports directly to the Chief Executive Officer and does not act as a Board member. Sarah replaces Vicky Davies who stepped down from their role and from the Board in December 2025. The changes to the Board and leadership team during this period reflect the Board's investment in new skills and experience. We continue to monitor the Board and leadership team throughout the Group to ensure the Group is well positioned to effectively deliver our Corporate Plan. Turnover this year was £9,970k (2025: £10,027k), a decrease of 0.5%. EBITDA is £1,338k and EBITDA margin is 13.4% (2025: £1,184k and 11.8%). Profit before tax is £1,004k (2025: £818k), an increase of 22.7%. Despite slightly softening market conditions in new bid opportunities in some sectors, the Group has shown resilience with strong growth in the housing sector. The Group remains debt-free and is well placed to pursue strategic opportunities as they arise. Our core offering remains internal audit, helping our clients to ensure that the services they provide are efficient and effective. Most internal audit is provided through fixed-term, but often extendable, contracts, won through competitive tendering. Other services include anti-crime, security management, IT audit, cyber assurance, and a range of investigatory and advisory services. These are often ad hoc contracts secured from existing or new clients. We maintain close links to all our sectors and adapt in line with change both at a sector level and at an additional client level. We have further progressed our innovative Artificial Intelligence (AI) project in collaboration with the University of Essex. The Group continues its commitment to staff development and support. Providing internal career progression is an important way of attracting and retaining key staff and our Graduate and Trainee Programmes help develop talent in a highly competitive recruitment market. We refreshed our 5-year Corporate Plan in April 2026, updating and re-defining our future targets for growth both in volume and scope of our services. As I reported last year, through the energies and skills of our teams, the Group can and continues to save clients, and therefore in many cases the taxpayer, millions of pounds each year. Our environmental, social and governance credentials (ESG) remain very important to us. We are proud that our principal trading entity, TIAA Limited, is now in its second year as a certified B-Corporation, affirming our commitment to social and environmental responsibility. Furthermore, we remain committed to providing equality and fairness to all through robust policies and procedures within our activities. We are also pleased to report our ISO 14001 accreditation was received in April 2026, elevating our commitment to appropriate and meaningful environmental action. Finally, we are committed to good governance practices as demonstrated by our adoption of the Quoted Companies Alliance Corporate Governance Code (QCA code). Once again, may I record my thanks to Kevin Limn, our Chief Executive, and all the Adsure and TIAA teams for the skill and experience that makes this success story possible. May I also record our thanks to the Group's many partners including our clients, professional advisers, bankers, and to my fellow Board members. My sincere thanks to all of the employees of the Group for their continued hard work and commitment throughout the year and also to customers for their continued support. Lastly, may I also again thank you, our shareholders, and our customers, for your continued support and interest in the Group. Jeffrey Zitron Chair Date: 20 August 2026 Chief Executive Officer's Review Introduction The financial year to 31 March 2026 is the third year of trading for Adsure Services PLC and the third successful year of delivering its Corporate Plan supporting its trading entity, TIAA Limited, to continue being a trusted partner to organisations who receive their funding from the public purse. Business Overview Adsure is an established small cap company, registered on the Aquis Growth Market utilising its elevated profile to deliver its strategy for growth, in particular: 1. Organic growth in core markets; 2. Accessing new markets for its existing range of services; 3. Creating new technologies to revolutionise business assurance. The revised operating model is now embedded within our trading subsidiary. It has been another year of solid performance, with significant growth in the housing sector largely offsetting the reduction in new opportunities in the health sector. We have also been undertaking continuous improvement of our services, with the delivery of new assurance software systems and the development of a new Audit Quality Framework. Our growth ambitions have been supported by the ongoing development of a new customer relationship management system (CRM) which will help enable our future growth ambitions. This year has seen several initiatives take place through our Fit for the Future programme which is starting to create benefits for the Group. Finally, there has been a strong focus on cash collection and debt management in the year, which has delivered results and practical benefits in just a short timeframe. Technology remains at the forefront of our ambitions to revolutionise the delivery of our services and the value we can add to our customers. We are taking the next steps for TIAA Insight, our proprietary AI Large Language Model (LLM), following positive client feedback. We believe that AI has the potential to create value beyond our existing operating subsidiary and are actively seeking to explore other AI options to benefit the Group and our clients. Our most important asset is our people. At the start of the year, Jane Butterfield and David Foley were appointed to the TIAA Board, I am also pleased to welcome Sarah Prescott as our incoming CFO. I would like to place on record our thanks to outgoing CFO Vicky Davies for her contribution to the Group. We also extend our thanks to outgoing TIAA leads Fiona Roe and Veran Patel for their work as they leave us after the financial year end. We continue to pay close attention to the recruitment and retention of our staff and support the ongoing success of our TIAA Pathway Development Programme, recently welcoming new trainees to our business. We also maintain a very strong focus on staff utilisation and the ongoing management of targets. In this regard the Group's staff incentive scheme has operated as designed. Current Trading The business is trading in line with the Board's expectations, with strength in our orderbook and significantly advanced discussions with new and existing clients, underpinning the revenue expectation for 2026/27. We are also actively seeking to deliver new initiatives as determined by our overarching Strategy and TIAA Corporate Plan. Since the balance sheet date, the Group has had the following achievements: · Enhanced its visibility of its business development pipeline. We have expanded our customer base and market share in housing in particular; · Continued with the Fit for Future Programme which has generated further system and operational improvements; · The commissioning of several new advisory opportunities; · Awarded ISO 14001; · Commissioned a refresh of TIAA's brand, building on our strong base and 30-year history which should support our ongoing growth ambitions. Outlook Adsure's Board has formally agreed on a strategic vision to transform the Group into a leading cluster of specialist professional services companies, united by a commitment to independence, transparency, and ethical value creation. Adsure Services PLC is building a diversified cluster of specialist professional services businesses across the UK, united by a shared commitment to independence, transparency, and ethical value creation. Built on the foundations of its existing subsidiary, TIAA Limited, a B Corp-certified business with over 30 years of trusted advisory and assurance experience across housing, health, education, and local government, Adsure's vision is to expand beyond a single operating company into a leading portfolio of like-minded firms, all powered by Adsure's proprietary AI technology. Our strategy combines selective acquisitions with continued organic growth. We are seeking out specialist professional services firms that share our values and standards of client excellence, while TIAA grows in parallel through ongoing innovation and service development. Target areas for acquisition or formation include internal audit, management consultancy, digital consultancy, and investigatory and security services. Central to this is TIAA Insight, our proprietary AI technology developed with the University of Essex through an Innovate UK Knowledge Transfer Partnership. We are exploring the creation of a dedicated AI services subsidiary to deploy the technology across the Group and power our acquisition strategy. Underpinning our strategy is strong corporate governance and our ethical values: we intend to extend B Corp certification to the Group level, ensuring every current and future subsidiary meets rigorous social, environmental, and governance standards. In April 2026 we launched our new Corporate Plan within TIAA finessing our approach to the next five years. We continue to offer an attractive alternative to privately owned accountancy firms, primarily because our stakeholders benefit from the increased transparency and oversight that our Aquis listing provides. Stakeholder engagement is a key part of the Group's strategy and our partnership with Investor Hub continues to help us to communicate more effectively with investors. With the wider political and economic uncertainty across the globe the Board understands the importance of clear and concise communication with investors to maintain their confidence. We also believe that there are opportunities for appropriate inorganic growth, which we continue to explore in a risk-aware way. With this in mind, we are also considering our Group structure to leave the Group in the best possible shape to fit likely future opportunity. Our trading subsidiary has now been a certified B Corp for over a year, during which time there has been a significant revision to the certification framework and we have made substantive progress in achieving our ambitions, as noted in our recent ISO 14001 accreditation. Our objective is to move to recertify as a group in 2027 and work is already underway to build the foundations to achieve this aim. The Board's expectations for 2026/27 are for continued strong trading performance. These expectations are underpinned by a strong contract base and a robust new business pipeline. Kevin Limn Chief Executive Officer Date: 20 August 2026 STRATEGIC REPORT The directors present the strategic report for the year ended 31 March 2026. Review of the business The Group offers a wide range of services to its core markets of Education, Health, Housing and Local Government & Emergency Services. Risk, Assurance, Advisory and ICT Consultancy services are offered through its operations and specialist teams. Business overview The year ended 31 March 2026 continued the journey for Adsure Services PLC and its subsidiary TIAA Limited. Prior to the admission to the Aquis Stock Exchange in October 2023 the Board and Corporate Leadership Team of TIAA worked through the arrangements for a share for share exchange with Adsure Services Ltd, which subsequently re-registered as a PLC. An ambitious five-year Corporate Plan was originally developed (2023/24 - 2027/28) which codified the organic and inorganic growth opportunities for the new Group. In ApriI 2026 a new five year Corporate Plan has been updated and approved building on the success of prior years which will complete 31 March 2031. This year represented the third successful year of the original plan, continuing the themes already developed of streamlining and improving productivity, restructuring and developing in ICT infrastructure. The new specific sector-led approach is supporting TIAA Limited in winning many new clients and seeing significant growth in turnover. The key challenge for the Group will be sustaining profitable growth whilst maintaining the high-quality, specialist service and client satisfaction levels that underpin its reputation. This will require continued investment in talent, technology and service innovation in an increasingly competitive assurance and advisory market. This reinforces our position as one of the largest providers of business assurance services to organisations who receive their funding from the public purse. Our Advisory practice is growing its services both within our current sectors and developing new markets. Financial highlights Interim results published for Adsure Services PLC showed a consolidation of the financial position as of 30 September 2025, with results being broadly comparable to September 2024. Turnover was slightly behind at that stage, by £170k, but it recovered to near parity in a shortfall of just £57k. For the year end 31 March 2026 operating profit is £1,074k (2025: £907k). This is a growth in operating profit of 18.4%. EBITDA has also grown, and as of 31 March is £1,338k and EBITDA margin is 13.4% (2025: £1,184k and 11.8%). The key financial performance indicators used by the Company's directors to assess the performance of the Company are turnover and EBITDA (earnings before interest, tax and depreciation). Revenue was consistent in the year ended 31 March 2026 at £9,970k (2025: £10,027k), being a reduction of 0.5%. There have been some new client wins and growth in the housing sectors, which has been offset by a slight softening of new bid opportunities in the healthcare sectors. Strong cost controls supported the improvement in operating profit. For the year ended 31 March 2026, it is at £1,074k (2025: £907k). Overall, there was a 23% increase in net profit, which is now standing at £756k (2025: £613k). The EBITDA margin was 13.4% (2025: 11.8%) of revenue at £1,338k (2025: £1,184k) for the year, representing the third year of growth in this key metric (2024: 9.4%, £876k, 2023: 7.3% £657k) due to improved utilisation of staff and overhead control. Total assets are stable at £4,127k (2025: £4,173k). The cash balance has remained stable in the year at £1,013k (2025: £1,104k). There have been no borrowings in the year. The Directors of the Company feel that these are strong results which position the Group well for the future. Principal Risks and Uncertainties Risk Management Framework The Board is responsible for maintaining a robust system of risk management and internal control, consistent with the QCA Corporate Governance Code. Oversight is provided by the Audit and Risk Committee ("ARC"), supported by management and internal audit. The Board recognises that effective identification and management of risk is essential to delivering the Group's objectives and protecting shareholder value. Risks are identified, assessed and monitored through a structured process, with clear ownership at senior management level. The Board regularly reviews the Group's risk profile and mitigation strategies. The following represent the most significant risks facing the Group as at the date of this report. Risk Description Mitigation Strategy Global risks Risk of underperformance against strategic growth objectives in a changing market. Managed through close focus of the Executive team and close oversight of the Adsure Board and subcommittees. Corporate risks Risk of reputational damage arising from service delivery, governance or stakeholder engagement. Risk also of regulatory change and compliance in an increasingly complex environment. Managed through strong governance, clear accountability for communications, and accredited quality management systems. Operational Risk - Recruitment and Retention of staff Risk that loss of key staff impacts delivery and continuity. Mitigated through remuneration review, share schemes, and workforce and succession planning. Operational risk - Cyber Security Risk of cyber incidents impacting operations or data integrity. Mitigated through ICT controls, security accreditations, insurance, and ARC oversight. Ongoing Risk Management The Board recognises that the Group operates in a dynamic environment and that its risk profile may evolve. The ongoing monitoring of the risk matrix and refinement of risk appetite will enhance the Group's ability to identify, assess and manage risk effectively. The ARC continues to provide oversight of the Group's risk management framework and internal controls, ensuring that risks are managed in line with the Board's defined risk appetite and strategic objectives. Directors' statement of compliance with duty to promote the success of the Group (Section 172 Statement) Section 172 of the Companies Act 2006 requires that Directors of a company must act in ways that they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to: · the likely consequences of any decision in the long term; · the interests of the company's employees; · the need to foster the company's business relationships with suppliers, customers and others; · the impact of the company's operations on the community and the environment; · the desirability of the company maintaining a reputation for high standards of business conduct; and · the need to act fairly as between members of the company. The board has identified the following stakeholder groups and engages with them to foster strong relations and to act fairly between them: · Customers: TIAA Limited the wholly owned subsidiary of Adsure Services PLC liaises with customers at all stages of the work performed, whether business assurance, advisory or one-off consultancy work. We have a robust customer feedback process that leads to improvements in our services offered and developed. A key strategy for TIAA is to add value to our clients through all the work that we perform. This is mutually beneficial and ensures that relationships with customers are not purely transactional and are instead focused on long-term relationships and adding value. · Employees: Employees are critical to the long-term success of Adsure Services PLC. TIAA has a proven