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REG - Adsure Services PLC - INTERIM RESULTS FOR THE SIX MONTHS TO 30 SEPT 2024

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RNS Number : 1273Q  Adsure Services PLC  16 December 2024

 

 16 December 2024
 

 

 

 
                             ADSURE SERVICES PLC

 
                       ("Adsure" or "the Company")

 

                                           INTERIM
RESULTS FOR THE SIX MONTHS TO 30 SEPTEMBER 2024

 

 

Adsure (AQSE: ADS), the holding company for TIAA Limited (together "the
Group"), a specialist business assurance provider operating across the
Housing, Healthcare, Government, Education, Charities, and other sectors, is
pleased to announce its consolidated interim results for the six months ended
30 September 2024.

 

The Group offers a wide range of services through its two operational
divisions, Risk & Assurance and Risk & Advisory. TIAA Limited has been
providing business assurance services for almost 30 years.

 

Financial Highlights

 

·      Significant increase in revenues of 19% to £5.06m (2023: £4.25m)

·      Gross profit increased by 46% to £1.67m (2023: £1.14m)

·      EBITDA has increased by 232% to £0.55m (2023: £0.16m)

·      Profit before taxation of £0.33m compared to a loss of £0.03m in
September 2023

·      Cash and cash equivalents remains strong at £0.78m (2023: £1.26m)

·      Net assets increased to £0.77m (£0.37m at September 2023)

Dividend Payment

 

·      Dividend payment of 0.786 pence per share to be paid in January
2025

·      An increase of 60.4% per share compared to first interim dividend
(0.49 April 2024)

·      Total ordinary dividends paid or declared since Adsure's IPO in
2023 total 2.266p per share

 

 

Operational Highlights

 

Since the beginning of the financial year the following key milestones have
been reached:

 

 

·      Improved profitability per staff member

·      Successfully embedded the new sector led approach to business
development

·      Launch of the Innovate UK funded Artificial Intelligence (AI)
project TIAA Insight, which will bring efficiencies in the work that we
undertake for current and prospective clients and give us the potential for
developing a licenced software model in the future

·      Ongoing investment in upgrading and maintaining digital
connectivity

·      Trading with other B-Corporations to further demonstrating our
inherent social value within the business model for our principal trading
subsidiary TIAA Limited

·      Continued our commitment to our Dividend Policy

For the second half of 2024/25 our key targets are:

 

·      Further embed the refinements in our operating model to harness the
opportunities for growth in our target markets

·      Consideration of the latest innovation in software to enable
greater efficiency in delivery of our core services

 

Kevin Limn, Chief Executive Officer of Adsure Services PLC, commented: "The
Board is pleased to announce a period of significant growth for the Group,
leading to a profitable performance at the interim stage. This success is
attributed to the dedication of our staff and the compelling offerings we
provide to our customers. The second half has started positively, and we are
seeing strong momentum across our Risk & Assurance and Risk & Advisory
divisions."

 

For further information, please contact:

 

 Adsure Services PLC

 Kevin Limn, Chief Executive Officer                   +44 (0) 845 300 3333

 Engage with the company directly                      https://investors.adsureservicesplc.co.uk/s/435bf4
 Guild Financial Advisory Limited - Corporate Adviser

 Ross Andrews                                          +44 (0)7973 839767

                                                       ross.andrews@guildfin.co.uk (mailto:ross.andrews@guildfin.co.uk)

 Evangeline Klaassen                                   +44 (0)7972 841276

                                                       evangeline.klaassen@guildfin.co.uk (mailto:evangeline.klaassen@guildfin.co.uk)
 Redchurch Communications - Financial PR & IR

 John Casey / Nicky Bagheri                            +44 (0) 207 7870 3974

                                                       ads@weareredchurch.com (mailto:ads@weareredchurch.com)

 

 

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/XyM3Er
(https://investors.adsureservicesplc.co.uk/link/XyM3Er) . 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/XyM3Er
(https://investors.adsureservicesplc.co.uk/link/XyM3Er) .

 

CHIEF EXECUTIVE'S STATEMENT

 

This year to date has seen the early success of the strategy to improve
efficiency within our trading entity by improving the productivity of our
staff. This has been coupled with continued growth within our core markets and
improved cross-selling of our Advisory service lines. Both these outcomes
benefit our all our key stakeholders, our shareholders, our staff and our
customers.

 

These Interim Financial Statements are the second prepared by the Group.
During the first half year the Group increased revenues to £5.06m, up 19%
(2023: £4.25m). Total direct expenditure increased by 9% to £3.39m (2023:
£3.12m). This demonstrates the effectiveness of the strategy for more
efficiency within the staff infrastructure and the recruitment policy to
invest in internal staff development.

 

The Board maintains a positive outlook for trading in the second half of the
financial year to 31 March 2025, supported by a robust contract base with
clear revenue projections and enhanced productivity. The Group's strategic
focus remains on organic growth through securing new contracts and strategic
acquisitions.

 

Looking ahead, the Board is already starting to consider the opportunities
available following the recent commitment from the UK Government in
strengthening public services.

 

Kevin Limn

16th December 2024

CHAIR'S STATEMENT

 

Overview

 

I am pleased to report a strong trading performance in the first half of the
financial year and am encouraged by the continuation into the second half of
the financial year. Adsure Services PLC works with organisations to identify
and navigate their strategic risks. Our portfolio of advisory and assurance
services is tailored to address the key social, economic and other risks faced
by our clients. As a people business, the Group's dedicated teams of
specialist advisors create bespoke solutions to meet the challenges of
providing high quality services. Our mission is to provide every client with
the knowledge and tools it needs to manage risk.

 

Our wholly owned subsidiary TIAA Limited (TIAA) began trading in 1995,
providing risk and assurance services to six housing organisations in London.
Over the last 29 years, TIAA has grown and developed and now provides services
to over 400 high-profile organisations. The vision for TIAA is to be the UK's
leading risk, assurance and advisory business for publicly funded
organisations.

 

Strategy

 

We believe there are opportunities for the Group to create a diverse portfolio
of advisory and assurance services, with teams able to support any business
through the complex global risk environment.  Adsure will position itself as
a business able to meet the specialist requirements of any company in need of
support.

 

Initially, this will focus on expanding our presence in the Group's core
markets. Medium-term, Adsure aims to reach a broader range of markets and
offer a wider portfolio of services.

 

In accordance with our five-year strategy, during 2024/25 we have invested in
our delivery infrastructure, including process automation, leveraging the
benefits of Artificial Intelligence and Natural Language Processing. This
ongoing investment will complement the continued recruitment of skilled
professionals; it reflects our ambitious growth objectives and will deliver
our services more efficiently.

 

 

Board and management

 

The composition of the Board and the executive management structure will be
kept under review and any required changes will be made.

 

Results

 

The six-month period to 30 September 2024 saw revenue grow by 19% to £5.06m,
driven by an increase in complementary services provided to existing clients
and growth in core markets. Gross profit before overheads totalled £1.67m
which is 46% growth (2023: £1.141m).

 

Support staff salaries have increased as planned in line with the Remuneration
Policy. The increase in ICT, office and support costs is due to the further
investment in technology in accordance with the planned ICT strategy reflected
in increased property, plant and equipment.

 

EBITDA for the comparison period to September 2024 has increased to £0.55m
(2023: £0.16m), a 10.8% EBITDA margin, a growth of 6.9 percentage points on
the September 2023 position of 3.9%..

 

The loss reported in the previously published September 2023 interim accounts
was (£44,260). This has been restated as (£32,562) the interest payable and
similar expenses line in the previous interims did not include the defined
benefit pension scheme interest.  This was only accounted for at the year-end
when the actuarial report was received from the pension provider.

 

Non-current assets have increased by 17% due to the additional investment in
ICT equipment and the higher costs of the vehicle fleet. Current liabilities
have increased due to the additional costs and investment in the vehicle
fleet.

 

Non-current liabilities have significantly decreased due to the part early
repayment of the Coronavirus business interruption loan (CBIL) and removal of
the asset charge in the second half of 2023/24. The resultant net asset
position remains strong at £0.77m an increase a 109% increase on £0.37m at
September 2023.

 

A share-based payments reserve of £0.032m has been added to the Capital and
Reserves for the share options awarded to the Senior Management Team of TIAA
Limited for performance in 2023/24 in accordance with the Remuneration Policy.

 

Outlook

 

The Directors and Executives of the Group believe that the financial
performance for the first six months of 2024/25 is positive. This strong set
of interim results reflects the momentum the Group has built through its
strategic focus, increased brand awareness and improved management information
systems. The Board is confident that the momentum achieved in the first
six-months of the year will continue for the remainder of the financial year.

 

We will continue to capitalise on the benefits of our public listing and
maximise the exposure of our brand to drive growth in core and new markets. We
will also continue to work with our advisors on improving the liquidity of our
stock.

 

As ever, my thanks to our team for achieving such promising results in a
competitive market.

 

 

Jeff Zitron

16(th) December 2024

 

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME

 

                                                                                 6 months to                                 6 months to                                 12 months to

                                                                                 30 September 2024                           30 September 2023                           31 March

                                                                                                                                                                          2024

 (see Note 2 for important information on the basis of the accounts information  Adsure Group                                Adsure Group                                Adsure Group
 presented)

                                                                                 Unaudited                                   Unaudited                                   Audited
                                                                                 £                                           £                                           £

 Revenue                                                                         5,059,700                                   4,252,128                                   9,311,636

 Direct staff salaries                                                           (3,169,662)                                 (2,898,234)                                 (5,929,016)
 Other direct expenditure                                                        (223,138)                                   (217,825)                                   (471,792)
                                                                                 ------------------------------------------  ------------------------------------------  ------------------------------------------
 Gross profit before overheads                                                   1,666,900                                   1,136,069                                   2,910,828

 Support staff salaries                                                          (516,344)                                   (462,327)                                   (748,517)
 ICT, office and support costs                                                   (603,377)                                   (509,223)                                   (1,135,705)
                                                                                 ------------------------------------------  ------------------------------------------  ------------------------------------------
 EBITDA+                                                                         547,179                                     164,519                                     1,026,606
 (Earnings before interest, tax, depreciation, amortisation and non-recurring
 expenditure)

 Depreciation and amortisation                                                   (154,163)                                   (140,221)                                   (313,792)
 Professional costs incurred in respect of listing                               -                                           (35,625)                                    (151,039)
 Interest receivable and similar income                                          4,030                                       9,073                                       18,307
 Interest payable and similar expenses                                           (62,968)                                    * (30,308)                                  (109,033)
                                                                                 ------------------------------------------  ------------------------------------------  ------------------------------------------
 (Loss)/Profit before taxation                                                   334,078                                     (32,562)                                    471,049

 Taxation                                                                        (83,520)                                    -                                           (169,147)
                                                                                 ------------------------------------------  ------------------------------------------  ------------------------------------------
 (Loss)/Profit for the financial period                                          250,558                                     (32,562)                                    301,902
                                                                                 ==========================================  ==========================================  ==========================================

 Other comprehensive income:
 Actuarial loss on defined benefit pension schemes                               -                                           -                                           (214,000)
 Taxation relating to other comprehensive income                                 -                                           -                                           53,500
                                                                                 ------------------------------------------  ------------------------------------------  ------------------------------------------
 Total comprehensive income for the financial period                             250,558                                     (32,562)                                    141,402
                                                                                 ==========================================  ==========================================  ==========================================

 

* The comparative Interest payable and similar expenses, and the resulting
impact on reported loss, for the 6 month period ended 30 September 2023 has
been restated from amounts presented in the previous interim accounts
published by Adsure.

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANICAL POSITION

 

 

                                                                                 At                                          At                                          At

                                                                                 30 September 2024                           30 September 2023                           31 March

                                                                                                                                                                          2024

 (see Note 2 for important information on the basis of the accounts information  Adsure Group                                Adsure Group                                Adsure Group
 presented)

                                                                                 Unaudited                                   Unaudited                                   Audited
                                                                                 £                                           £                                           £
 Non-current assets
 Intangible assets                                                               34,282                                      54,476                                      32,865
 Property, plant and equipment                                                   576,517                                     284,033                                     477,774
 Deferred tax asset                                                              313,602                                     449,536                                     313,602
                                                                                 ------------------------------------------  ------------------------------------------  ------------------------------------------
                                                                                 924,401                                     788,045                                     824,241
 Current assets
 Trade and other receivables                                                     2,269,626                                   1,623,900                                   1,931,867
 Cash and cash equivalents                                                       778,927                                     1,267,774                                   1,067,335
                                                                                 ------------------------------------------  ------------------------------------------  ------------------------------------------
                                                                                 3,048,553                                   2,891,674                                   2,999,202
 Current liabilities
 Trade and other payables                                                        (1,593,592)                                 (1,477,424)                                 (1,475,171)
 Borrowings                                                                      (103,334)                                   (220,000)                                   (213,333)
 Lease liabilities                                                               (205,537)                                   (73,256)                                    (164,679)
                                                                                 ------------------------------------------  ------------------------------------------  ------------------------------------------
                                                                                 (1,902,463)                                 (1,770,680)                                 (1,853,183)
 Non-current liabilities
 Borrowings                                                                      -                                           (366,667)                                   -
 Lease liabilities                                                               (268,452)                                   (105,012)                                   (255,650)
 Deferred tax liabilities                                                        (22,212)                                    (42,499)                                    (22,212)
 Retirement benefit obligations                                                  (1,003,557)                                 (1,023,428)                                 (1,147,000)
                                                                                 ------------------------------------------  ------------------------------------------  ------------------------------------------
                                                                                 (1,294,221)                                 (1,537,606)                                 (1,424,862)
                                                                                 ------------------------------------------  ------------------------------------------  ------------------------------------------
 Net assets                                                                      776,270                                     371,433                                     545,398
                                                                                 ==========================================  ==========================================  ==========================================

 Capital and reserves
 Called up share capital                                                         52,912                                      52,912                                      52,912
 Share premium account                                                           -                                           -                                           -
 Own share reserve                                                               -                                           -                                           -
 Share-based payments reserve                                                    32,168                                      -                                           -
 Merger reserve                                                                  310,155                                     310,155                                     310,155
 Retained earnings                                                               381,035                                     8,366                                       182,331
                                                                                 ------------------------------------------  ------------------------------------------  ------------------------------------------
 Total equity                                                                    776,270                                     371,433                                     545,398
                                                                                 ==========================================  ==========================================  ==========================================

 

 

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

 

                                                                  Share                                       Share                                       Share-based payment reserve                 Merger                                      Retained earnings

                                                                  capital                                     Premium & Own share reserves                                                            reserve                                                                                 Total

                                                                  £                                           £                                           £                                           £                                           £                                           £
 TIAA Limited
 Balances at 1 April 2023                                         5,124                                       63,795                                      -                                           -                                           468,466                                     537,385
 Per the audited statutory accounts of TIAA Limited               ==========================================  ==========================================  ==========================================  ==========================================  ==========================================  ==========================================

 Loss for the 6 months financial period                           -                                           -                                           -                                           -                                           (32,562)                                    (32,562)
 Other comprehensive income for period                            -                                           -                                           -                                           -                                           -                                           -
 Dividends                                                        -                                           -                                           -                                           -                                           (133,390)                                   (133,390)
 Share redemptions in TIAA prior to Adsure exchange               -                                           314                                         -                                           -                                           (314)                                       -
 Merger of Adsure via share-for-share exchange                    47,788                                      (64,109)                                    -                                           310,155                                     (293,834)                                   -
                                                                  ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------
 Balances at 30 September 2023                                    52,912                                      -                                           -                                           310,155                                     8,366                                       371,433
 Per the unaudited Adsure Group management reports                ==========================================  ==========================================  ==========================================  ==========================================  ==========================================  ==========================================

 Profit for the 6 months financial period                         -                                           -                                           -                                           -                                           334,465                                     334,465
 Other comprehensive income for period                            -                                           -                                           -                                           -                                           (160,500)                                   (160,500)
 Dividends                                                        -                                           -                                           -                                           -                                           -                                           -
                                                                  ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------
 Balances at 31 March 2024                                        52,912                                      -                                           -                                           310,155                                     182,331                                     545,398
 Per the audited consolidated statutory accounts of Adsure Group  ==========================================  ==========================================  ==========================================  ==========================================  ==========================================  ==========================================

 Profit for the 6 months financial period                         -                                           -                                           -                                           -                                           250,558                                     250,558
 Other comprehensive income for period                            -                                           -                                           -                                           -                                           -                                           -
 Dividends                                                        -                                           -                                           -                                           -                                           (51,854)                                    (51,854)
 Share-based payment expense                                      -                                           -                                           32,168                                      -                                           -                                           32,168
                                                                  ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------  ------------------------------------------
 Balances at 30 September 2024                                    52,912                                      -                                           32,168                                      310,155                                     381,035                                     776,270
 Per the unaudited Adsure Group management reports                ==========================================  ==========================================  ==========================================  ==========================================  ==========================================  ==========================================

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 

 

                                                                                 6 months to                                 6 months to                                 12 months to

                                                                                 30 September 2024                           30 September 2023                           31 March

                                                                                                                                                                          2024

 (see Note 2 for important information on the basis of the accounts information  Adsure Group                                Adsure Group                                Adsure Group
 presented)

                                                                                 Unaudited                                   Unaudited                                   Audited
                                                                                 £                                           £                                           £
 Cash flows from operating activities
 Profit/(Loss) for the period                                                    250,558                                     (32,562)                                    301,902

 Adjustments for:
 Taxation                                                                        83,520                                      -                                           169,147
 Finance costs                                                                   62,968                                      30,308                                      109,033
 Investment income                                                               (4,030)                                     (9,073)                                     (18,307)
 Amortisation and depreciation                                                   154,163                                     140,221                                     313,792
 Share-based payment expense                                                     32,168                                      -                                           -
                                                                                 ------------------------------------------  ------------------------------------------  ------------------------------------------
 Operating cash flow before working capital changes                              579,347                                     128,894                                     875,567

 Movements in working capital:
 (Increase)/decrease in trade and other receivables                              (336,032)                                   (83,580)                                    (401,030)
 Increase/(decrease) in trade and other payables                                 (8,072)                                     (95,728)                                    (101,438)
 Contributions to defined benefit pensions                                       (143,443)                                   (136,072)                                   (271,000)
                                                                                 ------------------------------------------  ------------------------------------------  ------------------------------------------
 Cash generated from/(consumed in) operations                                    91,800                                      (186,486)                                   102,099

 Interest and similar costs paid                                                 (21,718)                                    (31,302)                                    (53,033)
 Tax paid/(refunded)                                                             -                                           -                                           448
                                                                                 ------------------------------------------  ------------------------------------------  ------------------------------------------
 Net cash inflow/(outflow) from operating activities                             70,082                                      (217,788)                                   49,514

 Investing activities
 Purchase of property, plant and equipment                                       (95,962)                                    (19,750)                                    (29,163)
 Disposal proceeds of property, plant and equipment                              -                                           -                                           11,303
 Interest received                                                               4,030                                       9,073                                       18,307
                                                                                 ------------------------------------------  ------------------------------------------  ------------------------------------------
 Net cash used in investing activities                                           (91,932)                                    (10,677)                                    447

 Financing activities
 Repayment of borrowings                                                         (109,999)                                   (122,493)                                   (483,334)
 Repayment of TIAA preference shares                                             -                                           -                                           (12,494)
 Repayment of lease liabilities                                                  (104,704)                                   (106,431)                                   (211,961)
 Dividends paid                                                                  (51,854)                                    (133,390)                                   (133,390)
                                                                                 ------------------------------------------  ------------------------------------------  ------------------------------------------
 Net cash used in financing activities                                           (266,558)                                   (362,314)                                   (841,179)
                                                                                 ------------------------------------------  ------------------------------------------  ------------------------------------------
 Net decrease in cash and cash equivalents                                       (288,408)                                   (590,779)                                   (791,218)
                                                                                 ==========================================  ==========================================  ==========================================

 Cash and cash equivalents at beginning of period                                1,067,335                                   1,858,553                                   1,858,553
                                                                                 ------------------------------------------  ------------------------------------------  ------------------------------------------
 Cash and cash equivalents at end of period                                      778,927                                     1,267,774                                   1,067,335
                                                                                 ==========================================  ==========================================  ==========================================

 

 

NOTES TO THE INTERIM FINANCIAL STATEMENTS

 

1          GENERAL INFORMATION

 

             Adsure Services PLC ("the Company"), Registered Number:
14514054, is a public company, limited by shares, and incorporated and
domiciled in the United Kingdom. The Company was incorporated on 29 November
2022 and was listed on the Aquis Growth Market (AQSE: ADS) on 30 October 2023.

 

On 6 September 2023, the Company acquired the entire issued share capital of
TIAA Limited (together "the Group") via a share-for-share exchange.

 

             The address of its registered office and the principal
place of business are located at Artillery House, Fort Fareham, Newgate Lane,
Fareham, PO14 1AH.

 

2          BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES

 

These consolidated interim results (Interim Financial Statements) of Adsure
Services PLC comprise the results of the Group for the 6 months ended 30
September 2024.

 

The Interim Financial Statements are presented in Sterling, which is the
functional currency of the company. Monetary amounts in these Interim
Financial Statements are rounded to the nearest £.

 

2.1       Accounting convention

 

The Interim Financial Statements included in this half-yearly financial report
have been prepared in accordance with UK adopted International Accounting
Standard 34, Interim Financial Reporting and the Disclosure and Transparency
Rules of the Financial Conduct Authority.

 

These Interim Financial Statements do not constitute statutory accounts within
the meaning of section 434(3) of the Companies Act 2006 and should be read in
conjunction with the company's audited consolidated financial statements for
the twelve months ended 31 March 2024, which were prepared in accordance with
International Financial Reporting Standards (IFRS) and are filed with
Companies House.

 

The information presented for the 6-month period ended 30 September 2024 (and
comparatives presented for the 6-month period ended 30 September 2023) have
not been audited.

 

2.2       Merger accounting basis (Business combination)

 

On 6 September 2023, the Company acquired the entire issued share capital of
TIAA Limited (together "the Group") via a share-for-share exchange.

 

The insertion of the Company as a holding company on top of the pre-existing
trading entity, TIAA Limited ("TIAA") does not constitute a business
combination under IFRS 3 Business Combinations. This transaction has been
deemed to be a merger in line with guidance from the Interpretations Committee
(IFRIC) and as such the consolidated accounts for the Group are treated as a
continuation of the accounts of TIAA.

 

Under the principles of merger accounting (continuation accounting) the
consolidated financial statement of the newly formed Group must reflect:

 

·      The assets and liabilities of TIAA as pre-combination carrying
amounts.

·      The retained earnings and other equity balance of TIAA at
pre-combination carrying amounts.

·      The assets and liabilities of the Company at fair value.

·      The share capital of the Company.

 

The consolidated reserves of the Group were adjusted in the previous period
following the share-for-share exchange to reflect the share capital of the
Company with the difference giving rise to a merger reserve.

 

2.3       Going concern

 

At the time of approving the financial statements, the directors, after
considering all available information

about the future, making enquiries and reviewing the forecasts and
projections, have a reasonable expectation that the company has adequate
resources to continue in operational existence for the foreseeable future and
to discharge its liabilities as they fall due for a period covering at least
twelve months from the date of the approval of the financial statements. Thus,
the directors continue to adopt the going concern basis of accounting in
preparing the financial statements.

 

2.4       Revenue

 

Revenue is recognised to the extent that the Group obtains the right to
consideration in exchange for its performance. Revenue is measured at the fair
value of the consideration receivable for the performance provided in the
period, excluding VAT.

 

Revenue is recognised over time if the contract with the customer ensures the
Group is entitled to payment for its performance to date throughout the
contract period, otherwise Revenue is recognised at a point in time as the
company 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 company satisfies a performance obligation
before it receives the consideration, the company recognises either a contract
asset or a receivable within debtors.

 

In obtaining these contracts with customers, the Group incurs a number of
incremental costs directly attributable to the planning and necessary
performance of the contract. In accordance with IFRS 15 these contract costs
are capitalised within contract assets and amortised over the performance of
the contract.

 

2.5       Intangible assets

 

Intangible assets comprise software and development costs, are costs
capitalised in respect of the development of the company's 'Assure' management
system. Assure is designed to provide the company with better monitoring
capabilities of the performance of the company'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 determines the period over which intangible asset
is then amortised straight line over on its expected useful life of 2-4 years
from commencement of its use.

 

2.6       Property, plant and equipment

 

Property, plant and equipment are initially measured at cost and subsequently
measured at cost or valuation, net of depreciation and any impairment losses.

 

Depreciation is recognised so as to write off the cost or valuation of assets
less their residual values over their useful lives on the following bases:

 

Fixtures, fittings & equipment              Straight line over 3
years

Computer equipment                             Straight line
over 2 to 5 years

Right-of-use assets - Vehicles                Straight line over the
lease period (typically 3-4 years)

Right-of-use assets - Properties            Straight line over the lease
period

 

2.7       Cash and cash equivalents

 

Cash and cash equivalents include cash in hand, deposits held at call with
banks and other short-term liquid investments with original maturities of
three months or less.

 

2.8       Trade and other receivables

 

Trade and other receivables are stated at estimated realisable value after
each debt has been considered individually. Where the payment of a debt
becomes doubtful a provision is made and charged to the income statement.

 

2.9       Trade and other payables

 

Trade and other payables are recognised initially at the transaction price and
subsequently measured at amortised cost using the effective interest method.

 

2.10    Taxation

 

The tax expense represents the sum of the tax currently payable and deferred
tax.

 

Current tax

 

The Group's liability for current tax is calculated using tax rates that have
been enacted by the reporting period date.

 

Deferred tax

 

Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability method.

 

The carrying amount of deferred tax assets is reviewed at each reporting end
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.

 

2.11    Retirement benefit schemes

 

The Group makes payments to defined contribution pension schemes in respect of
its employees, and also participates in certain defined benefit pension
schemes.

 

             Defined contribution pensions

 

             Payments to defined contribution retirement benefit
schemes are charged as an expense as they fall due.

 

             Defined benefit pensions

 

           The cost of providing benefits under defined benefit plans is
determined separately for each plan using the projected unit credit method and
is based on actuarial advice.

 

The net defined benefit pension asset or liability in the balance sheet
comprises the total of the present value of the defined benefit obligation
(using 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 actuary's remeasurement of the defined benefit plan,
is performed annually, for the purpose of its valuation and disclosure in the
statutory accounts prepared to 31 March each year. Hence the value of the
Retirement benefit obligations has not been remeasured within the Interim
Financial Statements.

 

2.12    Leases

 

             Leases are accounted for in accordance with IFRS 16. Where
a tangible asset is acquired through a lease, the company recognises a
right-of-use asset and a lease liability at the lease commencement date.
Right-of-use assets are included within property, plant and equipment,
initially measured at cost, and subsequently depreciated on a straight-line
basis over the lease term. The lease liability is measured at the present
value of the lease payments that are unpaid at the commencement date,
discounted using the interest rate implicit in the lease.

 

3          EARNINGS PER SHARE

 

             Basic earnings per share is calculated by dividing the
earnings attributable to ordinary shareholders by the weighted average number
of ordinary shares outstanding during the period.

 

Diluted earnings per share is calculated using the weighted average number of
shares adjusted to assume the conversion of all dilutive potential ordinary
shares.

 

Underlying EPS is calculated using underling EBITDA (earnings before interest,
tax, depreciation, amortisation and non-recurring expenditure), which excludes
costs relating to the Listing on Aquis Stock Exchange.

 

The calculation is based on Adsure share capital, as all TIAA shares were
acquired on a share-for-share basis on 6 September 2023.

                                                                                               Weighted average                            Earnings

                                                                                               no. of shares                               per share

                                                   Earnings
 Earnings attributable to ordinary shareholders for the
 6 months ended 30 September 2024                  £                                           No.                                         Pence

 Basic earnings per share                          250,558                                     10,582,440                                  2.4p

 Diluted EPS
 Including 893,040 options granted in August 2024  250,558                                     11,475,080                                  2.2p

 Underlying EPS
 Adjusted earnings (EBITDA+)                       547,179                                     10,582,440                                  5.2p
                                                   ==========================================  ==========================================  ==========================================
                                                   £                                           No.                                         Pence

 6 months ended 30 September 2023

 Basic earnings per share                          (32,562)                                    10,582,440                                  (0.3p)

 Diluted EPS
 Including 893,040 options granted in August 2024  (32,562)                                    11,475,080                                  (0.3p)

 Underlying EPS
 Adjusted earnings (EBITDA+)                       164,518                                     10,582,440                                  1.6p
                                                   ==========================================  ==========================================  ==========================================
                                                   £                                           No.                                         Pence

 12 months ended 31 March 2024

 Basic earnings per share                          301,902                                     10,582,440                                  2.9p

 Diluted EPS
 Including 893,040 options granted in August 2024  301,902                                     11,475,080                                  2.6p

 Underlying EPS
 Adjusted earnings (EBITDA+)                       1,026,606                                   10,582,440                                  9.7p

 

 

4          SHARE CAPITAL

 

             On 6 September 2023, in line with the signed share
transfer agreement, Adsure Services PLC acquired all of the issued share
capital in TIAA Limited, comprising 96,204 Ordinary A shares of 5p each, for
total consideration of £52,912 settled by the issue of 10,582,430 Ordinary
shares of 0.5p each.

 

The Company's issued share capital at 30 September 2024 comprises 10,582,440
Ordinary shares of 0.5p each.

 

During September 2024 the Company granted share options to certain directors
and employees of the Group, enabling them to acquire up to 893,040 shares in
the Company before September 2034, at an exercise price of 30p, subject to
certain performance conditions being met.

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.   END  NEXEAAALFLKLFFA

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