Company Registration No. 04546319 (England and Wales)
TIAA LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 MARCH 2024
TIAA LIMITED
CONTENTS
Page
Company information
1
Strategic report
2 - 3
Directors' report
4 - 6
Independent auditor's report
7 - 10
Income statement
11
Statement of comprehensive income
12
Statement of financial position
13 - 14
Statement of changes in equity
15 - 16
Statement of cash flows
17
Notes to the financial statements
18 - 51
TIAA LIMITED
COMPANY INFORMATION
- 1 -
Directors
Mr. J Zitron
Mr. K Limn (Chairman)
Mrs. VA Davies
(Appointed 3 October 2023)
Company number
04546319
Registered office
Artillery House
Fort Fareham
Newgate Lane
Fareham
PO14 1AH
Auditor
Shipleys LLP
10 Orange Street
London
WC2H 7DQ
Business address
Artillery House
Fort Fareham
Newgate Lane
Fareham
PO14 1AH
TIAA LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -

The directors present the strategic report for the year ended 31 March 2024.

 

Principal activities

During the year, TIAA Limited ("the Company") continued to provide business assurance and advisory services to the Health, Housing, Local Government, Charity, Education and Emergency Services sectors.

 

In October 2023, through a share for share exchange, TIAA became a wholly owned subsidiary of Adsure Services PLC listed on the growth segment of the Aquis Stock Exchange.

Principal risks and uncertainties

The principal risk facing the Company relates to an economic downturn in the markets it operates in. Inflationary pressures still pose a risk to the cost of utilities, goods, services, and to staff costs. The risk of a more general downturn in economic conditions is part mitigated by the fact most of the Company’s business activity serves the public sector which generally provides more assurance for future income and longer-term revenue streams.

 

Other risks and uncertainties include:

 

Not all risk factors are within the control of the Company or its Directors. There may be other risks and uncertainties that are currently unknown, and the list of risks and uncertainties may change as something that seems immaterial now could assume greater importance in the future and vice versa.

Analysis of the development and performance of the business

The Company has been through a significant year of transition. The Board and the Corporate Leadership Team worked through the arrangements for a share for share exchange with Adsure Services Ltd before the listing of the parent company on the growth segment of the Aquis exchange. TIAA Ltd became a wholly owned subsidiary of Adsure Services PLC on 31 October 2023. A number of changes were made to the Board as part of the listing arrangements with the resignation of one of the long-standing Directors and the appointment of a new Director.

 

Interim results published for TIAA Ltd showed a positive increase on the financial position compared to the same period in 2022/23. Even with the same number of audit staff as the previous year, growth in the second half of the year was achieved with the final gross profit being 3.5% greater than 2022/23 and operating profit 73.5% higher than the prior year. This growth was achieved by managing costs and administrative and management staff numbers so that the growth in costs tracked in line with revenue.

 

The key financial performance indicators used by the Company's directors to assess the performance of the Company are turnover, gross profit and EBITDA (earnings before interest, tax and depreciation). Revenue growth of 3.5% was achieved despite issues in year with the recruitment of qualified and experienced staff to complete work. A tight control over costs has led to a 95% increase in profit before taxation (2023/24 - £534k; 2022/23 - £274k).

TIAA LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -

Analysis of the development and performance of the business (continued)

Total assets have remained strong at £3.6M. There has been a reduction is the cash balance during the year of £1M because of an additional loan repayment for the CBIL loan in year, leading to an unencumbered asset position at year-end; payment of higher dividends including the year-end dividend to Adsure Services PLC; and higher than the previous year-end trade and other receivables.

The Directors of the Company feel that these are strong results as they also include one-off costs included in administrative expenses of £323k that relate to the listing of Adsure Services PLC, the onboarding of a new outsourced ICT services provider and redundancy costs as part of the Corporate Services restructure. This has resulted in a higher EBITDA margin of 10% in 2023/24 compared to 7.3% in 2022/2023.

 

Future developments

In the second half of the year a new corporate structure was developed and introduced which aligns with the ambitious growth plans the Company has for the sectors it operates in. This structure will ensure that the Company can continue to deliver the ambitious growth targets it has set out over the next five years.

 

External impacts

The Company continues to recognise the importance of Environmental Social and Governance (ESG) values and during the year successfully maintained level 3 accreditation with Green Dragon. The Company was successful in its application to become a B-Corporation further showcasing its ongoing commitment to becoming a net zero business by 2030, and its social and ethical values.

On behalf of the board

Mrs. VA Davies
Director
17 July 2024
TIAA LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -

The directors present their annual report and financial statements for the year ended 31 March 2024.

Principal activities

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

Results and dividends

The results for the year are set out on page 11.

Dividends were paid in respect of Ordinary and Ordinary A shares during the year, totalling £364,649. These comprised a final dividend in respect of the 2023 financial year of £114,649 paid prior to the acquisition of the company by Adsure Services plc, and a subsequent dividend paid to Adsure Services plc £250,000.

Participating Preference dividends were paid amounting to £18,741.

 

The directors do not recommend any further dividends in respect of the financial year ended 31 March 2024.

 

Financial instruments

Details of the company's financial instruments are provided within note 21 of the financial statements.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr. J Zitron
Mr. P Hammond
(Resigned 30 September 2023)
Mr. K Limn (Chairman)
Mrs. VA Davies
(Appointed 3 October 2023)
Supplier payment policy

The company's current policy concerning the payment of trade creditors is to follow the CBI's Prompt Payers Code (copies are available from the CBI, Centre Point, 103 New Oxford Street, London WC1A 1DU).

 

The company's current policy concerning the payment of trade creditors is to:

 

Trade creditors of the company at the year end were equivalent to 22 (2023 -32) day's purchases, based on the average daily amount invoiced by suppliers during the year.

Auditor

Shipleys LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

TIAA LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 5 -
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 the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.

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 financial statements in accordance with UK-adopted international accounting standards. 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 these financial statements, the directors are required to:

 

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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the company and to prevent and detect fraud and other irregularities.

TIAA LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 6 -
Statement of disclosure to auditor

Each of the persons who are directors at the time of approval of this annual report confirms that:

 

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
Mrs. VA Davies
Director
17 July 2024
TIAA LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TIAA LIMITED
- 7 -
Opinion

We have audited the financial statements of Tiaa Limited (the 'company') for the year ended 31 March 2024 which comprise the income statement, the statement of comprehensive income, the statement of financial position, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards.

In our opinion the financial statements:

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 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, 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.

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.

 

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 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.

TIAA LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TIAA LIMITED
- 8 -

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report.

 

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the 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 financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

 

Extent to which the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

TIAA LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TIAA LIMITED
- 9 -

Our approach was as follows:

 

 

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing minutes of meetings with those charged with governance; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

 

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

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

 

 

 

TIAA LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TIAA LIMITED
- 10 -

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
Shipleys LLP (Statutory Auditor)
10 Orange Street
London
WC2H 7DQ
18 July 2024
TIAA LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024
- 11 -
2024
2023
Notes
£
£
Revenue
4
9,311,636
8,998,667
Gross profit
9,311,636
8,998,667
Administrative expenses
(8,686,703)
(8,638,447)
Operating profit
6
624,933
360,220
Investment revenues
18,307
5,720
Finance costs
9
(109,033)
(91,450)
Profit before taxation
534,207
274,490
Income tax (expense)/income
10
(169,147)
6,071
Profit for the year
365,060
280,561
The notes on pages 18 to 51 form part of these financial statements
TIAA LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 12 -
2024
2023
£
£
Profit for the year
365,060
280,561
Other comprehensive income:
Items that will not be reclassified to profit or loss
Actuarial loss on defined benefit pension schemes
(214,000)
(209,000)
Tax relating to items not reclassified
53,500
108,590
Total items that will not be reclassified to profit or loss
(160,500)
(100,410)
Total comprehensive income for the year
204,560
180,151

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

The notes on pages 18 to 51 form part of these financial statements
TIAA LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 MARCH 2024
31 March 2024
- 13 -
2024
2023
Notes
£
£
Non-current assets
Intangible assets
12
32,865
76,087
Property, plant and equipment
13
477,774
302,451
Investments
14
1
1
Deferred tax asset
18
313,602
449,536
824,242
828,075
Current assets
Trade and other receivables
15
1,933,621
1,530,837
Cash and cash equivalents
877,482
1,858,553
2,811,103
3,389,390
Current liabilities
Trade and other payables
17
1,472,301
1,574,996
Current tax liabilities
1,614
1,166
Borrowings
16
213,333
221,874
Lease liabilities
19
164,679
145,028
1,851,927
1,943,064
Net current assets
959,176
1,446,326
Non-current liabilities
Borrowings
16
-
0
487,287
Lease liabilities
19
255,650
59,229
Deferred tax liabilities
18
22,212
42,499
Retirement benefit obligations
22
1,147,000
1,148,000
1,424,862
1,737,015
Net assets
358,556
537,386
TIAA LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 MARCH 2024
31 March 2024
2024
2023
Notes
£
£
- 14 -
Equity
Called up share capital
23
4,810
5,124
Share premium account
24
64,109
64,109
Shares held in treasury
-
0
(314)
Capital redemption reserve
314
-
0
Retained earnings
289,323
468,467
Total equity
358,556
537,386
The financial statements were approved by the board of directors and authorised for issue on 17 July 2024 and are signed on its behalf by:
Mrs. VA Davies
Director
Company Registration No. 04546319
The notes on pages 18 to 51 form part of these financial statements
TIAA LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 15 -
Share capital
Share premium account
Capital redemption reserve
Own  shares
Retained earnings
Total
Notes
£
£
£
£
£
£
Balance at 1 April 2022
5,124
64,109
-
0
(314)
417,229
486,148
Year ended 31 March 2023:
Profit for the year
-
-
-
-
280,561
280,561
Other comprehensive income:
Actuarial gains on defined benefit plans
-
-
-
-
(209,000)
(209,000)
Tax relating to other comprehensive income
-
-
-
-
108,590
108,590
Total comprehensive income for the year
-
-
-
-
180,151
180,151
Dividends
11
-
-
-
-
(128,913)
(128,913)
Balance at 31 March 2023
5,124
64,109
-
0
(314)
468,467
537,386
TIAA LIMITED
STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
Share capital
Share premium account
Capital redemption reserve
Own  shares
Retained earnings
Total
Notes
£
£
£
£
£
£
- 16 -
Year ended 31 March 2024:
Profit for the year
-
-
-
-
365,060
365,060
Other comprehensive income:
Actuarial gains on defined benefit plans
-
-
-
-
(214,000)
(214,000)
Tax relating to other comprehensive income
-
-
-
-
53,500
53,500
Total comprehensive income for the year
-
-
-
-
204,560
204,560
Dividends
11
-
-
-
-
(383,390)
(383,390)
Other movements
(314)
-
314
314
(314)
-
Balance at 31 March 2024
4,810
64,109
314
-
0
289,323
358,556
The notes on pages 18 to 51 form part of these financial statements
TIAA LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2024
- 17 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
31
162,246
294,790
Interest paid
(53,033)
(56,450)
Tax refunded
448
65,349
Net cash inflow from operating activities
109,661
303,689
Investing activities
Purchase of property, plant and equipment
(29,163)
(23,728)
Proceeds on disposal of property, plant and equipment
11,303
-
0
Interest received
18,307
5,720
Net cash generated from/(used in) investing activities
447
(18,008)
Financing activities
Repayment of preference shares
(12,494)
-
0
Repayment of bank loans
(483,334)
(220,000)
Payment of lease liabilities
(211,961)
(200,772)
Dividends paid
(383,390)
(128,913)
Net cash used in financing activities
(1,091,179)
(549,685)
Net decrease in cash and cash equivalents
(981,071)
(264,004)
Cash and cash equivalents at beginning of year
1,858,553
2,122,557
Cash and cash equivalents at end of year
877,482
1,858,553
The notes on pages 18 to 51 form part of these financial statements
TIAA LIMITED
STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 18 -
1
Adoption of new and revised standards and changes in accounting policies

In preparing these financial statements, the company has prepared its financial statements in accordance with UK-adopted international accounting standards as extant at 31 March 2024.

 

The following standards, amendments to standards, and interpretations became effective during the period, and have been adopted by the company, but have not had any effect on amounts reported within these financial statements.

 

Effective from 1 January 2023:

 

Further, There are a number of standards, amendments to standards, and interpretations which have been issued that are effective in future accounting periods that the company has decided not to adopt early. The company is currently assessing the impact of these new standards, interpretations and amendments but does not expect these to have a significant impact on the financial statements in the year of adoption.

    

The following amendments are effective for the period beginning 23 May 2023:

 

The following amendments are effective for the period beginning 1 January 2024:

 

The following amendments are effective for the period beginning 1 January 2025:

 

The following amendments are effective for the period beginning 1 January 2027:

TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 19 -
2
Accounting policies
Company information

Tiaa Limited is a private company limited by shares incorporated in England and Wales. The registered office and principle place of business is Artillery House, Fort Fareham, Newgate Lane, Fareham, PO14 1AH.

 

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

2.1
Accounting convention

The financial statements have been prepared in accordance with UK-adopted international accounting standards and with those parts of the Companies Act 2006 applicable to companies reporting under UK-adopted international accounting standards, except as otherwise stated.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

2.2
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.true

TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
2
Accounting policies
(Continued)
- 20 -
2.3
Revenue

Revenue is recognised to the extent that the company 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 company often enters into customer contracts to supply specified services, which require the company to perform assurance services over a period of time, and to make reports to the customer. Customer contacts are assessed to determine whether they contain a single performance obligation or multiple performance obligations. As applicable the total contracted transaction price is allocated to the performance obligations based on the directors assessment of the fair value of the respective services provided.

 

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 company satisfies the performance obligations by providing the specific services to its customer, typically on delivery of reports to the customer.

 

The company 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 company 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.

2.4
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 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 determine 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.

TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
2
Accounting policies
(Continued)
- 21 -
2.5
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 company 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.

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

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.

2.6
Impairment of tangible and intangible assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible 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).

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 the income statement, 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 the income statement, 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.

TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
2
Accounting policies
(Continued)
- 22 -
2.7
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.

2.8
Financial assets

Financial assets are recognised in the company's statement of financial position when the company 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 the income statement are measured at fair value and any transaction costs are recognised in the income statement. Financial assets not classified as fair value through the income statement 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 the income statement, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

2.9
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 company after deducting all of its liabilities.

 

The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. The company's financial liabilities are classified as basic financial liabilities.

 

Basic financial liabilities

Basic financial liabilities, including trade and other payables, borrowings and preference shares that are classified as debt, 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.

TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
2
Accounting policies
(Continued)
- 23 -
2.10
Equity instruments

Equity instruments issued by the 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 at the discretion of the company.

2.11
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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting 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 company 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.

2.12
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 company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
2
Accounting policies
(Continued)
- 24 -
2.13
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 the income statement 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 the income statement 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.

2.14
Leases

At inception, the company 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 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, 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.

TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
2
Accounting policies
(Continued)
- 25 -

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 company'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 company 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 company's estimate of the amount expected to be payable under a residual value guarantee; or the company'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 the income statement if the carrying amount of the right-of-use asset has been reduced to zero.

The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases 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.

2.15
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 the income statement.

TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 26 -
3
Critical accounting estimates and judgements

In the application of the company’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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Calculation of revenue from contracts with customers

In the application of IFRS 15, the company'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 company's services are being contracted by the customer. This is a subjective area, which requires the company's management to exercise their knowledge and experience of similar contracts.

 

Customer contacts are assessed to determine whether they contain a single performance obligation or multiple performance obligations. As applicable the total contracted transaction price is allocated to the performance obligations based on the directors assessment of the fair value of the respective services provided.

Calculation of labour costs within tangible and intangible assets

In determining the amounts to be capitalised, management estimates the time that personnel have spent in bringing an asset into working condition for its intended use.

Defined benefit pension plans

The cost of the defined benefit pension plan and the present value of the pension obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

 

The parameter most subject to change is the discount rate. In determining the appropriate discount rate, management considers the interest rates of corporate bonds in currencies consistent with the currencies of the post-employment benefit obligation with at least an ‘AA’ rating or above, as set by an internationally acknowledged rating agency, and extrapolated as needed along the yield curve to correspond with the expected term of the defined benefit obligation. The underlying bonds are further reviewed for quality. Those having excessive credit spreads are excluded from the analysis of bonds on which the discount rate is based, on the basis that they do not represent high quality corporate bonds.

Deferred tax assets

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies.

TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 27 -
4
Revenue

All of the company's revenue during the years ended 31 March 2024 and 31 March 2023, was derived from the services it provides in the UK. The nature of the company's operations are the provision of business assurance and associated business services, mainly to the Health, Housing, Local Government, Charity, Education and Emergency Services sectors.

2024
2023
£
£
Revenue from contracts with customers
Recognised as services transferred over time
4,225,391
4,360,624
Recognised as services transferred at a point in time
5,086,245
4,638,043
9,311,636
8,998,667
5
Contracts with customers
2024
2023
2024
2023
Contract  assets
Contract  assets
Contract liabilities
Contract liabilities
£
£
£
£
At 1 April
402,323
419,020
(431,734)
(369,695)
Decrease due to balance transferred to accounts receivable
(402,323)
(419,020)
-
-
Decrease due to revenue recognised in the year
-
-
431,734
369,695
New contract assets
978,000
402,323
-
-
Increase due to cash received in advance
-
-
(530,858)
(431,734)
At 31 March - Presented as current
978,000
402,323
(530,858)
(431,734)

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 company has received consideration in advance of it satisfying the performance obligations associated with the contract.

TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 28 -
6
Operating profit
2024
2023
£
£
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
25,000
25,000
Depreciation of property, plant and equipment
67,411
56,944
Depreciation of right-of-use assets
203,159
198,272
Amortisation of intangible assets (included within administrative expenses)
43,222
42,130
7
Employees

The average monthly number of persons (excluding non-executive directors) remunerated by the company during the year was:

2024
2023
Average
Average
Number of audit staff
99
99
Number of administrative staff
18
23
Number of management staff
19
28
Total
136
150

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
5,933,473
6,270,994
Social security costs
586,445
658,731
Pension costs - Defined contribution pension schemes
332,134
345,829
6,852,052
7,275,554
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 29 -
8
Directors' remuneration
2024
2023
£
£
Remuneration for executive directors qualifying services
125,957
142,829
Company pension contributions to defined contribution schemes
15,150
6,150
Remuneration for non-executive directors qualifying services
17,300
29,723
158,407
178,702

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).

9
Finance costs
2024
2023
£
£
Interest on bank loans
42,316
34,560
Interest on lease liabilities
22,417
15,867
Dividends on redeemable preference shares not classified as equity
(11,700)
3,748
Net interest on net defined benefit liability
56,000
35,000
Other interest payable
-
0
2,275
Total interest expense
109,033
91,450
10
Income tax expense
2024
2023
£
£
Deferred tax
Origination and reversal of temporary differences
100,758
10,010
Changes in tax rates
-
0
(28,809)
Adjustment in respect of prior periods
14,889
(29,452)
Defined benefit pension scheme movements within profit and loss
53,500
42,180
169,147
(6,071)
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
10
Income tax expense
2024
2023
£
£
(Continued)
- 30 -

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

2024
2023
£
£
Profit before taxation
534,207
274,490
Expected tax charge based on a corporation tax rate of 25.00% (2023: 19.00%)
133,552
52,153
Effect of expenses not deductible in determining taxable profit
20,706
1,390
Adjustment in respect of prior years
14,889
(29,452)
Effect of change in UK corporation tax rate
-
0
(28,809)
Capital allowance super deductions
-
0
(1,353)
Taxation charge/(credit) for the year
169,147
(6,071)

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

2024
2023
£
£
Deferred tax arising on:
Actuarial differences recognised as other comprehensive income
(53,500)
(108,590)
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 31 -
11
Dividends
2024
2023
2024
2023
Amounts recognised as distributions:
per share
per share
Total
Total
£
£
£
£
Ordinary shares
Dividends paid prior to 6 September 2023
1.20
1.34
63,205
62,206
A Ordinary shares
Dividends paid prior to 6 September 2023
1.20
1.34
51,444
57,406
Dividends paid to Adsure Services PLC
2.60
-
250,000
-
3.80
1.34
301,444
57,406
Participating Preference shares
Dividends paid prior to 6 September 2023
2.70
1.34
18,741
9,301
Total dividends
Dividends paid prior to 6 September 2023
133,390
128,913
Dividends paid to Adsure Services PLC
250,000
-
383,390
128,913
0
12
Intangible assets
Software
£
Cost
At 1 April 2022
632,211
At 31 March 2023
632,211
At 31 March 2024
632,211
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
12
Intangible assets
Software
£
(Continued)
- 32 -
Amortisation and impairment
At 1 April 2022
513,994
Charge for the year
42,130
At 31 March 2023
556,124
Charge for the year
43,222
At 31 March 2024
599,346
Carrying amount
At 31 March 2024
32,865
At 31 March 2023
76,087
At 31 March 2022
118,218
13
Property, plant and equipment
Fixtures, fittings & equipment
Computer equipment
Right-of-use assets
Total
£
£
£
£
Cost
At 1 April 2022
37,707
746,466
602,132
1,386,305
Additions
-
0
23,728
65,214
88,942
Disposals
-
0
(354,325)
-
0
(354,325)
At 31 March 2023
37,707
415,869
667,346
1,120,922
Additions
-
0
29,163
428,033
457,196
Disposals
-
0
(47,137)
(339,454)
(386,591)
At 31 March 2024
37,707
397,895
755,925
1,191,527
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
13
Property, plant and equipment
Fixtures, fittings & equipment
Computer equipment
Right-of-use assets
Total
£
£
£
£
(Continued)
- 33 -
Accumulated depreciation and impairment
At 1 April 2022
32,141
623,122
262,317
917,580
Charge for the year
2,303
54,641
198,272
255,216
Eliminated on disposal
-
0
(354,325)
-
0
(354,325)
At 31 March 2023
34,444
323,438
460,589
818,471
Charge for the year
2,300
65,111
203,159
270,570
Eliminated on disposal
-
0
(47,137)
(328,151)
(375,288)
At 31 March 2024
36,744
341,412
335,597
713,753
Carrying amount
At 31 March 2024
963
56,483
420,328
477,774
At 31 March 2023
3,263
92,431
206,757
302,451
At 31 March 2022
5,566
123,344
339,815
468,725

The company has leases for its offices and vehicle fleet. With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected in the statement of financial position as a right-of-use asset and a lease liability.

Right-of-use assets
2024
2023
£
£
Net values
Property
149,157
7,115
Right-of-use assets - Vehicles
271,171
199,642
420,328
206,757
Depreciation charge for the year
Property
29,132
26,410
Right-of-use assets - Vehicles
174,027
171,862
203,159
198,272
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
13
Property, plant and equipment
(Continued)
- 34 -

Each lease generally imposes a restriction that, unless there is a contractual right for the company to sublet the asset to another party, the right-of-use asset can only be used by the company. Leases are either non-cancellable or may only be cancelled by incurring a substantive termination fee. Some leases contain an option to purchase the underlying leased asset outright at the end of the lease, or to extend the lease for a further term. The company is prohibited from selling or pledging the underlying leased assets as security. For leases over office buildings the company must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease. Further, the company must insure right-of-use assets and incur maintenance fees on such items in accordance with the lease contracts.

 

During the year, the leases for the office buildings were renewed onto similar rental terms as previous, with term to 30 April 2029. Vehicle contract hire leases are typically obtained on 3-4 year terms.

14
Investments
Current
Non-current
2024
2023
2024
2023
£
£
£
£
Investments held at amortised cost
-
0
-
0
1
1
The Internal Audit Association (HA) Limited

Peter Hammond and Andrew Townsend together hold one £1 ordinary share of the issued share capital in The Internal Audit Association (HA) Limited in trust for TIAA Limited. The Internal Audit Association (HA) Limited is a dormant Co-operative and Community Benefits Society registered in England and Wales.

15
Trade and other receivables
2024
2023
£
£
Trade receivables
729,879
948,219
Provision for bad and doubtful debts
(7,299)
(9,482)
722,580
938,737
Contract assets (note 5)
978,000
402,323
Amount owed by parent undertaking
1,754
-
0
Other receivables
12,102
8,329
Prepayments
219,185
181,448
1,933,621
1,530,837
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
15
Trade and other receivables
(Continued)
- 35 -

The net carrying value of trade receivables is considered a reasonable approximation of fair value.

 

Both the current and comparative impairment provisions apply the IFRS 9 expected loss model. Note 20 includes disclosures relating to the credit risk exposures and analysis relating to the allowance for expected credit losses.

16
Borrowings
Current
Non-current
2024
2023
2024
2023
£
£
£
£
Borrowings held at amortised cost:
Bank loans
213,333
220,000
-
476,667
Participating Preference shares
-
1,874
-
10,620
213,333
221,874
-
0
487,287

The bank loan was issued in May 2020 in response to the COVID-19 global pandemic. It is supported by the Coronavirus Business Interruption Scheme ('CBILS') and managed by the British Business Bank on behalf of, and with the financial backing of, the Secretary of State for Business, Energy and Industrial Strategy. Under the CBILS, the Secretary of State has agreed to provide the bank with a partial guarantee. Under the terms of the arrangement, interest will be payable at a fixed rate of 2.09% over base rate per annum. Repayments are due 13 months from the borrowing date, payable in equal monthly instalments for a period of 5 years.

17
Trade and other payables
2024
2023
£
£
Trade payables
133,915
181,314
Contract liabilities (note 5)
530,858
431,734
Accruals
128,773
95,135
Other taxation and social security
595,425
786,961
Other payables
83,330
79,852
1,472,301
1,574,996

The carrying value of trade and other payables are considered to be a reasonable approximation of fair value. Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Other taxation and social security relates to VAT and employment taxes payable by the company at the balance sheet date.

TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 36 -
18
Deferred taxation
2024
2023
£
£
Deferred tax liabilities
22,212
42,499
Deferred tax assets
(313,602)
(449,536)
(291,390)
(407,037)

Deferred taxes arise from temporary timing differences between the recognition of income and expenditure in the financial statements and when they become subject to, or deductible from taxable profits. Deferred taxes are measured at the expected future tax rate that the underlying timing difference is expected to reverse. At 31 March 2024 deferred tax balances are predominately measured on a 25% tax rate (31 March 2023: 25%).

 

Deferred tax balances are summarised as follows:

Fixed asset timing differences
Tax losses
Defined contribution pension schemes
Defined benefit pension schemes
Total
£
£
£
£
£
Deferred tax liability at 1 April 2022
28,603
-
0
(3,793)
-
24,810
Deferred tax asset at 1 April 2022
-
0
(96,596)
-
0
(220,590)
(317,186)
Deferred tax movements in prior year
Credit to profit or loss
13,896
(60,479)
(1,668)
42,180
(6,071)
Credit to other comprehensive income
-
-
-
(108,590)
(108,590)
Deferred tax liability at 1 April 2023
42,499
-
0
-
0
-
42,499
Deferred tax asset at 1 April 2023
-
0
(157,075)
(5,461)
(287,000)
(449,536)
Deferred tax movements in current year
Credit to profit or loss
(20,287)
135,934
-
53,500
169,147
Credit to other comprehensive income
-
-
-
(53,500)
(53,500)
Deferred tax liability at 31 March 2024
22,212
-
0
-
0
-
22,212
Deferred tax asset at 31 March 2024
-
0
(21,141)
(5,461)
(287,000)
(313,602)
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
18
Deferred taxation
(Continued)
- 37 -

The amounts recognised in other comprehensive income relate to the remeasurement of the defined benefit pension scheme net liability. A deferred tax asset arises on the Defined benefit pension schemes as the company will receive tax relief in future on payments it makes to settle the Defined benefit pension scheme deficit. The future reversal of the deferred tax asset on the Defined benefit pension scheme is therefore intrinsically linked to the timing of the future settlement of the Defined benefit pension scheme, and hence is presented within non-current assets (see note 22).

 

The remaining net deferred tax asset, primarily relates to tax losses arising on the transition to and application of IFRS 15. These tax losses will be used to reduce future tax liabilities on taxable profits arising from the performance company, and based on the projections prepared by management, are expected to be consumed in the near future.

19
Lease liabilities
2024
2023
Maturity analysis
£
£
Within one year
188,623
155,243
In two to five years
308,810
63,218
Total undiscounted liabilities
497,433
218,461
Future finance charges and other adjustments
(77,104)
(14,204)
Lease liabilities in the financial statements
420,329
204,257

Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:

2024
2023
£
£
Current liabilities
164,679
145,028
Non-current liabilities
255,650
59,229
420,329
204,257
2024
2023
Amounts recognised in profit or loss include the following:
£
£
Interest on lease liabilities
22,417
15,867
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 38 -
20
Financial risk management and management of capital

Risk management objectives and policies

The company’s objectives when managing capital are to safeguard the company’s ability to operate as a going concern and to maintain an optimal capital structure to cover the expected peak cash requirements of the business. The company’s capital sources primarily comprise share capital, undistributed profits and borrowing facilities. The company holds or issues financial instruments in order to finance its operations, details of which are disclosed in note 21 .

 

The company is exposed to various risks in relation to financial instruments. The main types of risks are market risk (mainly interest rate risk), credit risk and liquidity risk.

 

The company’s risk management is coordinated at its headquarters, in close cooperation with the board of directors, and focuses on actively securing the company’s short to medium-term cash flows by minimising the exposure to volatile financial markets. Long-term financial investments are managed to generate lasting returns.

 

The company does not actively engage in the trading of financial assets for speculative purposes nor does it enter into hedging arrangements. The most significant financial risks to which the company is exposed are described below:

 

Market rate risk

The company has minimal exposure to market risk through its use of financial instruments which result from both its operating and investing activities.

 

The company's financial instruments are all denominated in sterling and therefore not subject to foreign currency risks. The company's financial instruments which are exposed to interest rate risk, comprise of a short-term bank overdraft facility subject to variable interest rates but unutilised at the balance sheet date; a CBILS bank loan subject to interest rate of 2.09% above base rate and participating preference shares with a fixed coupon rate.

 

Credit risk

Credit risk is the risk that a counterparty fails to discharge an obligation to the company. The company is exposed to credit risk from financial assets in respect of trade and other receivables.

 

The company continually monitors the credit quality of customers and utilises, where available, external credit ratings and/or reports on customers. The company's policy is to deal only with credit worthy counterparties. The credit terms range between 30 and 120 days. The credit terms for customers as negotiated with customers are subject to an internal approval process which considers the credit worthiness of the customer. The ongoing credit risk is managed through regular review of ageing analysis, together with credit limits per customer.

 

The company 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.

TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
20
Financial risk management and management of capital
(Continued)
- 39 -

The expected loss rates are based on the payment profile for sales over the past 48 months before 31 March 2024 and 31 March 2023 respectively as well as the corresponding historical credit losses during that period. The historical rates are adjusted to reflect current and forwarding looking macroeconomic factors affecting the customer’s ability to settle the amount outstanding. However, given the short period exposed to credit risk, the impact of these macroeconomic factors has not been considered significant within each annual reporting period.

 

Trade receivables are written off (ie derecognised) when there is no reasonable expectation of recovery.

 

Liquidity risk

Liquidity risk is that the company might be unable to meet its obligations. The company manages its liquidity needs by monitoring scheduled debt servicing payments for long-term financial liabilities as well as forecast cash inflows and outflows due in day-to-day business. Net cash requirements are compared to available borrowing facilities in order to determine headroom or any shortfalls. This analysis shows that available borrowing facilities are expected to be sufficient for at least the next 12 months.

TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 40 -
21
Financial instruments

Liquidity and interest risk tables

The following tables detail the Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed payment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the period. The contractual maturity is based on the earliest date on which the Company may be required to pay.

Carrying amount
1-12 months
1-2 years
2-5 years
Total
£
£
£
£
£
At 31 March 2024
Finance lease liabilities
420,329
164,679
165,178
90,472
420,329
Trade payables
133,915
133,915
-
-
133,915
Borrowings
213,333
213,333
-
-
213,333
Other payables
83,330
83,330
-
-
83,330
Accruals
128,773
128,773
-
-
128,773
979,680
724,030
165,178
90,472
979,680
At 31 March 2023
Finance lease liabilities
204,257
145,028
59,229
-
204,257
Trade payables
181,314
181,314
-
-
181,314
Borrowings
709,161
221,874
462,581
24,706
709,161
Other payables
79,852
79,852
-
-
79,852
Accruals
95,135
95,135
-
-
95,135
1,269,719
723,203
521,810
24,706
1,269,719
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
21
Financial instruments
(Continued)
- 41 -

The following information provides details of the Company’s expected maturity for its non-derivative financial assets.

 

The information has been drawn up based on the undiscounted contractual maturities of the financial assets including interest that will be earned on those assets. The inclusion of information on non-derivative financial assets is necessary in order to understand the Company’s liquidity risk management as the liquidity is managed on a net asset and liability basis.

Carrying amount
1-12 months
1-2 years
2-5 years
Total
£
£
£
£
£
At 31 March 2024
Contract assets
978,000
978,000
-
-
978,000
Trade receivables
722,580
722,580
-
-
722,580
Other receivables
12,102
12,102
12,102
Amounts owed by parent undertaking
1,754
1,754
1,754
1,714,436
1,714,436
-
-
1,714,436
At 31 March 2023
Contract assets
402,323
402,323
-
-
402,323
Trade receivables
938,737
938,737
-
-
938,737
Other receivables
8,329
8,329
8,329
1,349,389
1,349,389
-
-
1,349,389
Fair value of financial assets and liabilities that are not measured at fair value

The directors consider that the carrying amounts of financial assets and financial liabilities carried at amortised cost in the financial statements approximate to their fair values. All of the Company’s financial assets and financial liabilities fall within Level 3 of fair value hierarchy.

22
Retirement benefit schemes
Defined contribution schemes

The company makes a defined contribution to the NHS pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund. The company has no liability for any shortfall arising from any under funding of the NHS scheme.

 

The company also makes contributions in respect of qualifying employees who participate in the Social Housing Pension Scheme.

TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
22
Retirement benefit schemes
(Continued)
- 42 -

The charge to statement of comprehensive income in respect of the defined contribution schemes was £332,134 (2023 - £345,829).

Defined benefit scheme

The company participates in the Social Housing Pension Scheme (the scheme), a multi-employer scheme which provides benefits to some 500 non-associated employers. The scheme was closed to new entrants in April 2013 from the perspective of the company's participating obligations under the scheme. The scheme is a defined benefit scheme in the UK.

 

The scheme is subject to funding legislation outlined in the Pensions Act 2004 which came into force on 30 December 2005. This, together with documents issued by the Pensions Regulator and Technical Actuarial Standards issued by the Financial Reporting Council, set out the framework for funding defined benefit occupational pension schemes in the UK.

 

The scheme is classified as a 'last man standing arrangement'. Therefore the company is potentially liable for other participating employer's obligations if those employers are unable to meet their share of the scheme deficit following withdrawal from the scheme. Participating employers are legally required to meet their share of the scheme deficit on an annuity purchase basis on withdrawal from the scheme.

 

The plan assets are managed by a pension fund that is legally separated from the company. The board of trustees of the pension fund is required by its articles of association to act in the best interest of the fund and it is responsible for setting the investment policies. The company has no representation on the board of the fund.

Valuation

A full actuarial valuation for the scheme was carried out with an effective date of 30 September 2020. The present value of the defined benefit obligation, the related current service cost and past service cost were measured using the projected unit credit method.

 

TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
22
Retirement benefit schemes
(Continued)
- 43 -
Risks

The scheme exposes the company to actuarial risks such as interest rate risk, investment risk, longevity risk and inflation risk:

 

 

 

 

2024
2023
Key assumptions
%
%
Discount rate
4.90
4.87
Salary growth rate
3.78
3.75
Inflation (RPI)
3.15
3.19
Inflation (CPI)
2.78
2.75
Allowance for commutation of pension for cash at retirement
75% of max.
75% of max.
Mortality assumptions
2024
2023

Assumed life expectations on retirement at age 65:

Years
Years
Retiring today
- Males
20.5
21.0
- Females
23.0
23.4
Retiring in 20 years
- Males
21.8
22.2
- Females
24.4
24.9
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
22
Retirement benefit schemes
(Continued)
- 44 -
2024
2023

Amounts recognised in the income statement

£
£
Net interest on defined benefit liability/(asset)
56,000
35,000
2024
2023

Amounts recognised in other comprehensive income

£
£
Actuarial changes arising from experience adjustments
(180,000)
(2,405,000)
Actuarial changes related to plan assets
394,000
2,614,000
Total costs
214,000
209,000

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

2024
2023
£
£
Present value of defined benefit obligations
6,067,000
6,224,000
Fair value of plan assets
(4,920,000)
(5,076,000)
Deficit in scheme
1,147,000
1,148,000
2024
2023

Movements in the present value of defined benefit obligations

£
£
At 1 April 2023
6,224,000
8,597,000
Benefits paid
(280,000)
(211,000)
Actuarial gains and losses
(180,000)
(2,405,000)
Interest cost and expenses
303,000
243,000
At 31 March 2024
6,067,000
6,224,000

Pension contributions to be made by the company in 2024/25 are expected to be at a similar level to 2023/24.

TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
22
Retirement benefit schemes
(Continued)
- 45 -
2024
2023

The defined benefit obligations arise from plans funded as follows:

£
£
Wholly unfunded obligations
-
0
-
0
Wholly or partly funded obligations
6,067,000
6,224,000
6,067,000
6,224,000
2024
2023

Movements in the fair value of plan assets:

£
£
At 1 April 2023
5,076,000
7,436,000
Interest income
247,000
208,000
Return on plan assets (excluding amounts included in net interest)
(394,000)
(2,614,000)
Benefits paid
(280,000)
(211,000)
Contributions by the employer
271,000
257,000
At 31 March 2024
4,920,000
5,076,000
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
22
Retirement benefit schemes
(Continued)
- 46 -
Estimates and assumptions

The significant actuarial assumptions for the determination of the defined benefit obligation are the discount rate, the salary growth rate and the average life expectancy, as disclosed above.

 

Those assumptions were developed by management with the assistance of independent actuaries. Discount factors are determined close to each period-end by reference to market yields of high quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating to the terms of the related pension obligation. Other assumptions are based on current actuarial benchmarks and management’s historical experience.

 

The weighted average duration of the defined benefit obligation at 31 March 2024 is 14 years (31 March 2023: 15 years).

 

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

2024
2023
£
£
Discount rate - 0.3% change
- increase
223,000
246,000
- decrease
(233,000)
(259,000)
Salary growth - 1% change
- increase
(53,000)
(60,000)
- decrease
52,000
57,000
Average life expectancy - 1 year change
- increase
(144,000)
(153,000)
- decrease
141,000
149,000

The present value of the defined benefit obligation has been calculated with the same method (project unit credit) as the defined benefit obligation recognised in the statement of financial position. The sensitivity analyses are based on a change in one assumption while not changing all other assumptions. This analysis may not be representative of the actual change in the defined benefit obligation as it is unlikely the change in any of the assumptions would occur in isolation of one another as some of the assumptions are correlated.

TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
22
Retirement benefit schemes
(Continued)
- 47 -

The fair value of plan assets at the reporting period end was as follows:

2024
2023
£
£
Equity instruments
1,291,000
725,000
Debt instruments
624,000
642,000
Property instruments
727,000
951,000
Insurance-linked securities
25,000
128,000
Liability driven investments
2,150,000
2,570,000
Cash and other
103,000
60,000
4,920,000
5,076,000
23
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Authorised
Ordinary shares of 5p each
67,500
67,500
3,375
3,375
A Ordinary shares of 5p each
167,500
167,500
8,375
8,375
235,000
235,000
11,750
11,750
Issued and fully paid
Ordinary shares of 5p each
-
52,671
-
2,634
A Ordinary shares of 5p each
96,204
42,870
4,810
2,143
96,204
95,541
4,810
4,777
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
23
Share capital
(Continued)
- 48 -
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Authorised
Participating Preference shares of 5p each
65,000
65,000
3,250
3,250
Issued and fully paid
Participating Preference shares of 5p each
-
6,941
-
12,841
Preference shares classified as equity
-
347
Preference shares classified as liabilities
-
12,494
-
12,841
Total equity share capital
4,810
5,124

Ordinary shares rank pari pasu with each other in all respects, except that the A Ordinary shares are not subject to the Staff Shareholding Rules.

 

Between August 2018 and October 2018, 6,941 Participating Preference shares were issued for the sum of £74,963. The Participating Preference shares carry no voting rights and receive a fixed cumulative preferential dividend at a rate of 2.5% per annum alongside participating in all other distributions made by the company. The fair value of the obligation to pay 2.5% per annum in perpetuity was calculated on inception to be £12,494 and is classed as a liability (split between payable within one year and payable in more than one year). The remaining element of the total amount paid for the shares is recognised in equity, as £347 within Share capital and £62,122 within Share premium.

Share changes

On 1 September 2023 the company's shareholders passed a resolution to redesignate the rights of the Ordinary Shares and Participating Preference Shares to align with and incorporate the rights attached to the Ordinary A shares. Following which all share classes were redesignated as Ordinary A Shares.

 

On 1 September 2023 the 6,278 Ordinary shares of £0.05 each previously held by the company in treasury were cancelled. £314 has been transferred to the Capital Redemption Reserve on the cancellation of these shares. Previous amounts recognised within the Own Shares Reserve have been released to retained earnings accordingly.

TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 49 -
24
Share premium account
2024
2023
£
£
At the beginning and end of the year
64,109
64,109
25
Reserves

Share Premium Account

This reserve represents the premium arising on shares issued at a value that exceeds their nominal value.

 

Retained Earnings Reserve

This reserve represents retained earnings and accumulated losses.

 

Capital Redemption Reserve

This reserve is a non-distributable reserve and represents the nominal value of shares purchased by the company and cancelled.

26
Contingent liabilities

A claim for unspecified damages has been lodged against the company by an ex-employee. The company has disclaimed liability and is defending the action. Legal advice obtained indicates that it is unlikely that any significant liability will arise. Insurance coverage is in place and the directors are of the view that no material losses will arise in respect of the legal claim at the date of these financial statements.

27
Debenture charge

On 9 November 2017 a debenture was issued in favour of National Westminster Bank PLC, securing a fixed and floating charge over all assets and future assets of the company. This charge was fully satisfied on 18 March 2024.

28
Events after the reporting date

There have been no significant events affecting the company since the year end.

TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 50 -
29
Related party transactions

The company's related parties are primarily its key management personnel. Key management of the company comprise the company's board of directors including its non-executive directors. Details of their remuneration are disclosed in note 8 .

 

During the year ended 31 March 2024, but prior to Adsure Services plc obtaining control of the company on 6 September 2023, dividends totalling £17,375 (31 March 2023: £53,317) were paid in respect of shares held by the company's directors.

 

Mr P Hammond is a director and principal shareholder in Peter Hammond Consulting Limited. During the year ended 31 March 2024 the company purchased consultancy services amounting to £10,994 (31 March 2023: £109,424) from Peter Hammond Consulting Limited.

 

Adsure Services plc acquired all of the share capital in the company via a share-for-share exchange executed on 6 September 2023. Subsequent to this date, the company purchased management services from Adsure Services plc of £112,224 and paid dividends to Adsure Services plc of £250,000. At the balance sheet date the company was owed £1,754 by Adsure Services plc.

30
Controlling party

On 6 September 2023 the entire share capital of the company was acquired by Adsure Services PLC, via a share-for-share exchange as part of Adsure Services PLC admission onto the Access segment of the Aquis Growth Market (ISIN: GB00BNQNGK59).

 

Adsure Services PLC is the immediate parent undertaking, and the smallest and largest company to prepare consolidated accounts which consolidate TIAA Limited. The consolidated accounts of Adsure Services PLC can be obtained from its registered office: Artillery House Fort Fareham Industrial Site, Newgate Lane, Fareham, Hampshire, England, PO14 1AH.

 

There is no one controlling party of Adsure Services PLC.

TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 51 -
31
Cash generated from operations
2024
2023
£
£
Profit for the year after tax
365,060
280,561
Adjustments for:
Taxation charged/(credited)
169,147
(6,071)
Finance costs
109,033
91,450
Investment income
(18,307)
(5,720)
Amortisation and impairment of intangible assets
43,222
42,130
Depreciation and impairment of property, plant and equipment
270,570
255,216
Pension scheme contributionis
(271,000)
(257,000)
Movements in working capital:
(Increase)/decrease in contract assets
(575,677)
16,697
Decrease/(increase) in trade and other receivables
172,893
(288,963)
Increase in contract liabilities
99,124
62,039
(Decrease)/increase in trade and other payables
(201,819)
104,451
Cash generated from operations
162,246
294,790
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