Company registration number 04546319 (England and Wales)
TIAA LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
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. K Limn (Chairperson)
Mrs. V Davies
Ms. J Butterfield
(Appointed 15 May 2025)
Mr. D Foley
(Appointed 15 May 2025)
Company number
04546319
Registered office
Artillery House
Fort Fareham
Newgate Lane
Fareham
PO14 1AH
Auditor
Moore Kingston Smith LLP
10 Orange Street
London
WC2H 7DQ
TIAA LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
The directors present the strategic report for the year ended 31 March 2025.
Principal activities
During the year, TIAA Limited ("TIAA", "the Company") continued to provide business assurance and advisory services to the Health, Housing, Local Government, Charity, Education and Emergency Services sectors.
TIAA is a wholly owned subsidiary of Adsure Services PLC, which is a UK company listed on the growth segment of the Aquis Stock Exchange.
Review of the business risk and uncertainties
| | |
Financial risks – Economic downturn in the market the Group operates in | TIAA is exposed to inflationary pressures to contract price increases and the cost price of goods, services and staff costs. | Contractual inflationary increases are included wherever possible. Fixed price long term contracts utilised. |
Financial risks – General downturn in economic conditions | TIAA is exposed to the risks of general economic uncertainty. | The majority of the Group’s business activity serves the public sector, which generally provides more assurance for future income and longer-term revenue streams. |
Operational Risk – Recruitment and Retention of staff | There is limited availability of suitably qualified professionals to support the growth in contracted services. | An extensive benchmarking review was completed and the Company are providing an enhanced employment package for all grades of staff in line with the market. The Company is continuing its strategy of developing sufficient resources to meet future business growth targets through the internal TIAA Pathway training and development programme. |
Operational risk – Cyber Security | The Company relies heavily on the use of data for clients and employees. | The Company has Cyber Essentials Plus accreditation and all Directors and staff complete regular intensive Cyber security training. |
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.
TIAA LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -
Analysis of the development and performance of the business
After a year of significant transition, the Company has consolidated and grown in the year. The Board and the Corporate Leadership Team are fully in place to take forward TIAA and continue to deliver the Corporate plan requirements.
As noted in the interim results of Adsure Services PLC which consolidated TIAA, there was a significant increase in turnover in the first half of the year of 19% to £5m and growth in EBITDA (earnings before interest, tax, depreciation and amortisation) of the consolidated group by 232%. Cash and net assets remain strong. The Company is starting to reap the rewards of having reconfigured its staffing arrangements and taking measures to improve its productivity in the past, coupled with the ongoing management of costs and staff numbers so as to optimise service.
The key financial performance indicators used by the Company's directors to assess the performance of the Company are turnover and EBITDA, as in prior years. Revenue growth of 7.7% was achieved for the year ended 31 March 2025, coming on the back of new client wins in the prior year and growth in advisory services. Although reported EBITDA for the year ended 31 March 2025 of £909k is comparable to the previous year of (2024 - £939k), this is stated after £834k (2024 - £112k) of management charges payable to Adsure Services PLC. EBITDA before management charges payable to Adsure Services PLC has grown due to the growth in income coupled with strong cost controls within the business.
Total assets have remained strong at £4,112k (2024 - £3,635k). Cash and cash equivalents has increased to £1,044k (2024 - £877k) following ongoing monitoring of working capital through the growth phase.
External impacts
The Company continues to recognise the importance of Environmental, Social and Governance (ESG) values and during the year has successfully maintained its level three Green Dragon accreditation for the 13th consecutive year. In addition, at the beginning of the year TIAA became a certified B Corporation, joining a growing movement of companies that are reinventing business for the benefit of all people and our shared planet. Verified by B Lab, the not-for-profit behind the B Corp movement, the achievement demonstrates that TIAA Ltd meets high standards of social and environmental performance, transparency, and accountability alongside a commitment to goals beyond shareholder value.
Future developments
The directors are not aware, as of the date of this report, of any likely major changes in the group’s activities in the next year.
Mrs. V Davies
Director
8 August 2025
TIAA LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025
- 4 -
The directors present their annual report and financial statements for the year ended 31 March 2025.
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
The results for the year are set out on page 11.
Financial instruments
Details of the company's financial instruments and policies are provided within notes 20 and 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
(Resigned 4 April 2025)
Mr. K Limn (Chairperson)
Mrs. V Davies
Ms. J Butterfield
(Appointed 15 May 2025)
Mr. D Foley
(Appointed 15 May 2025)
Supplier payment policy
The company's current policy concerning the payment of trade payables 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 payables is to:
settle the terms of payment with suppliers when agreeing the terms of each transaction;
ensure that suppliers are made aware of the terms of payment by inclusion of the relevant terms in contracts; and
pay in accordance with the company's contractual and other legal obligations.
Trade payables of the company at the year end were equivalent to 34 (2024 - 32) days purchases, based on the average daily amount invoiced by suppliers during the year.
Auditor
Moore Kingston Smith LLP, formerly Shipleys LLP were appointed as auditor to the company by the directors and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they may be re-appointed will be put at a General Meeting.
Strategic report
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report.
TIAA LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 5 -
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:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable and prudent;
state whether they have been prepared in accordance with UK-adopted international accounting standards, subject to any material departures disclosed and explained in the financial statements;
assess the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
use the going concern basis of accounting unless they either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
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 2025
- 6 -
Statement of disclosure to auditor
Each of the persons who are directors at the time of approval of this annual report confirms that:
so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and
the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.
On behalf of the board
Mrs. V Davies
Director
8 August 2025
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 2025 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:
give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its profit for the year then ended;
have been properly prepared in accordance with UK-adopted international accounting standards; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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.
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:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the 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:
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), and discussed with the directors and other management the policies and procedures regarding compliance with laws and regulations;
We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (UK-adopted international accounting standards and the Companies Act 2006) and the relevant tax compliance regulations in the UK;
We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;
We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing minutes of meetings with those charged with governance; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
A further description of our responsibilities is available on the Financial Reporting Council's website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
TIAA LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TIAA LIMITED
- 10 -
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Peter Conneely (Senior Statutory Auditor)
For and on behalf of
Moore Kingston Smith LLP (Statutory Auditor)
10 Orange Street
London
WC2H 7DQ
8 August 2025
TIAA LIMITED
INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2025
- 11 -
2025
2024
Notes
£
£
Revenue
4
10,027,513
9,311,636
Employee benefits expense
7
(7,089,160)
(6,852,052)
Depreciation and amortisation expense
6
(277,224)
(313,792)
Other operating expenses
(2,029,785)
(1,520,859)
Total operating expenses
(9,396,169)
(8,686,703)
Operating profit
6
631,344
624,933
Investment revenues
6,531
18,307
Finance costs
9
(94,974)
(109,033)
Profit before taxation
542,901
534,207
Income tax expense
10
(152,461)
(169,147)
Profit for the year
390,440
365,060
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 2025
- 12 -
2025
2024
£
£
Profit for the year
390,440
365,060
Other comprehensive income:
Items that will not be reclassified to profit or loss
Actuarial gain/(loss) on defined benefit pension schemes
88,000
(214,000)
Tax relating to items not reclassified
(22,250)
53,500
Total items that will not be reclassified to profit or loss
65,750
(160,500)
Total comprehensive income for the year
456,190
204,560
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 2025
31 March 2025
- 13 -
2025
2024
Notes
£
£
Non-current assets
Intangible assets
12
12,277
32,865
Property, plant and equipment
13
662,867
477,774
Investments
14
1
1
Deferred tax asset
19
216,295
313,602
891,440
824,242
Current assets
Trade and other receivables
15
2,176,687
1,933,621
Cash and cash equivalents
1,043,468
877,482
3,220,155
2,811,103
Current liabilities
Trade and other payables
17
1,833,386
1,472,301
Current tax liabilities
60,771
1,614
Borrowings
16
213,333
Lease liabilities
18
198,305
164,679
2,092,462
1,851,927
Net current assets
1,127,693
959,176
Non-current liabilities
Lease liabilities
18
271,580
255,650
Deferred tax liabilities
19
40,470
22,212
Retirement benefit obligations
22
828,000
1,147,000
1,140,050
1,424,862
Net assets
879,083
358,556
TIAA LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT
31 MARCH 2025
31 March 2025
2025
2024
Notes
£
£
- 14 -
Equity
Called up share capital
24
4,810
4,810
Share premium account
64,109
64,109
Capital redemption reserve
25
314
314
Retained earnings
25
809,850
289,323
Total equity
879,083
358,556
The financial statements were approved by the board of directors and authorised for issue on 8 August 2025 and are signed on its behalf by:
Mrs. V 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 2025
- 15 -
Share capital
Share premium account
Capital redemption reserve
Own shares
Retained earnings
Total
Notes
£
£
£
£
£
£
Balance at 1 April 2023
5,124
64,109
(314)
468,467
537,386
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
289,323
358,556
TIAA LIMITED
STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
Share capital
Share premium account
Capital redemption reserve
Own shares
Retained earnings
Total
Notes
£
£
£
£
£
£
- 16 -
Year ended 31 March 2025:
Profit for the year
-
-
-
-
390,440
390,440
Other comprehensive income:
Actuarial gains on defined benefit plans
-
-
-
-
88,000
88,000
Tax relating to other comprehensive income
-
-
-
-
(22,250)
(22,250)
Total comprehensive income for the year
-
-
-
-
456,190
456,190
Credit to equity for equity settled share-based payments
23
-
-
-
-
64,337
64,337
Balance at 31 March 2025
24, , 25
4,810
64,109
314
809,850
879,083
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 2025
- 17 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
31
804,925
162,246
Interest paid
(39,974)
(53,033)
Tax refunded
11
448
Net cash inflow from operating activities
764,962
109,661
Investing activities
Purchase of property, plant and equipment
(181,765)
(29,163)
Proceeds on disposal of property, plant and equipment
1,360
11,303
Interest received
6,531
18,307
Net cash (used in)/generated from investing activities
(173,874)
447
Financing activities
Repayment of preference shares
(12,494)
Repayment of bank loans
(213,333)
(483,334)
Payment of lease liabilities
(211,769)
(211,961)
Dividends paid
-
(383,390)
Net cash used in financing activities
(425,102)
(1,091,179)
Net increase/(decrease) in cash and cash equivalents
165,986
(981,071)
Cash and cash equivalents at beginning of year
877,482
1,858,553
Cash and cash equivalents at end of year
1,043,468
877,482
The notes on pages 18 to 51 form part of these financial statements
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 18 -
1
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.
1.1
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.
1.2
Going concern
During the year the company recorded a profit after tax of £390k (2024: £365k). As at the reporting date the group had net current assets of £1,128k (2024: £959k) and net assets of £879k (2024: £35true9k).
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.
1.3
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 contracts are assessed to determine whether they contain a single performance obligation or multiple performance obligations. As applicable the total contracted transaction price is allocated to the performance obligations based on the directors assessment of the fair value of the respective services provided.
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 19 -
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.
1.4
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 2-5 years from commencement of its use.
1.5
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.
Assets under the course of construction are not subject to depreciation until they are brought into use, at which point they are recategorised as intangible or tangible fixed assets depending on their substance and depreciated in accordance with the respective policy.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Fixtures, fittings & equipment
Straight line over 3 years
Computer equipment
Straight line over 2 to 5 years
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
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 20 -
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
1.6
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.
1.7
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.
1.8
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.
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 21 -
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.
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.
1.9
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.
1.10
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.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 22 -
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 period end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the 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.
1.12
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.
1.13
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.
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 23 -
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.
1.14
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
1.15
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.
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 24 -
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for 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 adjusted for remeasurements of the lease liability and applies the relevant cost model, fair value model or revaluation model as set out within the accounting policies for the applicable asset class. Where the cost model is applied, the asset is depreciated 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, and is periodically reduced by impairment losses, if any.
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.
1.16
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 2025
- 25 -
2
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 2025.
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 2024:
IFRS 16 Leases (Amendment to Lease Liability in a Sale and Leaseback);
IAS 1 Presentation of Financial Statements (Amendment - Classification of Liabilities as Current or Non current);
IAS 1 Presentation of Financial Statements (Amendment - Non current Liabilities with Covenants); and
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments (Disclosures for Supplier Finance Arrangements)
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 1 January 2025:
The following amendments are effective for the period beginning 1 January 2026:
Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures
Annual Improvements to IFRS Accounting Standards – Amendments to IFRS 1; IFRS 7; IFRS 9; IFRS 10 and IAS 7.
The following new IFRS are effective for the period beginning 1 January 2027:
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 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 2025
- 27 -
4
Revenue
All of the company's revenue during the years ended 31 March 2025 and 31 March 2024, 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.
2025
2024
£
£
Revenue from contracts with customers
Recognised as services transferred over time
4,674,272
4,225,391
Recognised as services transferred at a point in time
5,353,241
5,086,245
10,027,513
9,311,636
5
Contracts with customers
2025
2024
2025
2024
Contract assets
Contract assets
Contract liabilities
Contract liabilities
£
£
£
£
At 1 April
978,000
402,323
(530,858)
(431,734)
Decrease due to balance transferred to accounts receivable
(978,000)
(402,323)
-
-
Decrease due to revenue recognised in the year
-
-
530,858
431,734
New contract assets
996,473
978,000
-
-
Increase due to cash received in advance
-
-
(387,204)
(530,858)
At 31 March - Presented as current
996,473
978,000
(387,204)
(530,858)
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 2025
- 28 -
6
Operating profit
2025
2024
£
£
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
46,228
67,411
Depreciation of right-of-use assets
210,409
203,159
Amortisation of intangible assets (included within administrative expenses)
20,588
43,222
Share-based payments
64,337
-
7
Employees
The average monthly number of persons (excluding non-executive directors) remunerated by the company during the year was:
2025
2024
Average
Average
Number of audit staff
113
99
Number of administrative staff
12
18
Number of management staff
11
19
Total
136
136
Their aggregate remuneration comprised:
2025
2024
£
£
Wages and salaries
6,167,939
5,933,473
Social security costs
593,683
586,445
Pension costs - Defined contribution pension schemes
327,538
332,134
7,089,160
6,852,052
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 29 -
8
Directors' remuneration
2025
2024
£
£
Remuneration and pension for executive directors qualifying services
-
141,107
Remuneration for non-executive directors qualifying services
-
17,300
158,407
The company did not pay any remuneration to executive directors for the year. Executive directors are remunerated in Adsure Services PLC ("Adsure"). During the year Adsure recharged management fees to TIAA Limited of £834,213 which incorporates the services of the directors in Adsure.
The number of directors who exercised share options during the year was 0 (2024 - 0). During the year 476,052 share options were granted to the directors, details of which are included within note 23.
9
Finance costs
2025
2024
£
£
Interest on bank loans
9,217
42,316
Interest on lease liabilities
30,757
22,417
Dividends on redeemable preference shares not classified as equity
(11,700)
Net interest on net defined benefit liability
55,000
56,000
Total interest expense
94,974
109,033
10
Income tax expense
2025
2024
£
£
Current tax
UK corporation tax on profits for the current period
59,146
Deferred tax
Origination and reversal of temporary differences
35,565
100,758
Adjustment in respect of prior periods
14,889
Defined benefit pension scheme movements within profit and loss
57,750
53,500
93,315
169,147
Total tax charge
152,461
169,147
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
10
Income tax expense
(Continued)
- 30 -
The charge for the year can be reconciled to the profit per the income statement as follows:
2025
2024
£
£
Profit before taxation
542,901
534,207
Expected tax charge based on a corporation tax rate of 25.00% (2024: 25.00%)
135,725
133,552
Effect of expenses not deductible in determining taxable profit
16,736
20,706
Adjustment in respect of prior years
14,889
Taxation charge for the year
152,461
169,147
In addition to the amount charged to the income statement, the following amounts relating to tax have been recognised directly in other comprehensive income:
2025
2024
£
£
Deferred tax arising on:
Actuarial differences recognised as other comprehensive income
22,250
(53,500)
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 31 -
11
Dividends
2025
2024
2025
2024
Amounts recognised as distributions:
per share
per share
Total
Total
£
£
£
£
Ordinary shares
Dividends paid prior to 6 September 2023
-
1.20
63,205
A Ordinary shares
Dividends paid prior to 6 September 2023
-
1.20
-
51,444
Dividends paid to Adsure Services PLC
-
2.60
-
250,000
-
3.80
-
301,444
Participating Preference shares
Dividends paid prior to 6 September 2023
-
2.70
-
18,741
Total dividends
Dividends paid prior to 6 September 2023
-
133,390
Dividends paid to Adsure Services PLC
250,000
-
383,390
12
Intangible assets
Software
£
Cost
At 1 April 2023
632,211
At 31 March 2024
632,211
At 31 March 2025
632,211
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
12
Intangible assets
Software
£
(Continued)
- 32 -
Amortisation and impairment
At 1 April 2023
556,124
Charge for the year
43,222
At 31 March 2024
599,346
Charge for the year
20,588
At 31 March 2025
619,934
Carrying amount
At 31 March 2025
12,277
At 31 March 2024
32,865
At 31 March 2023
76,087
13
Property, plant and equipment
Assets under construction
Fixtures, fittings & equipment
Computer equipment
Right-of-use assets
Total
£
£
£
£
£
Cost
At 1 April 2023
37,707
415,869
667,346
1,120,922
Additions
29,163
428,033
457,196
Disposals
(47,137)
(339,454)
(386,591)
At 31 March 2024
37,707
397,895
755,925
1,191,527
Additions
42,181
139,584
261,325
443,090
Disposals
(283,467)
(283,467)
At 31 March 2025
42,181
37,707
537,479
733,783
1,351,150
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
13
Property, plant and equipment
Assets under construction
Fixtures, fittings & equipment
Computer equipment
Right-of-use assets
Total
£
£
£
£
£
(Continued)
- 33 -
Accumulated depreciation and impairment
At 1 April 2023
34,444
323,438
460,589
818,471
Charge for the year
2,300
65,111
203,159
270,570
Eliminated on disposal
(47,137)
(328,151)
(375,288)
At 31 March 2024
36,744
341,412
335,597
713,753
Charge for the year
960
45,268
210,409
256,637
Eliminated on disposal
(282,107)
(282,107)
At 31 March 2025
37,704
386,680
263,899
688,283
Carrying amount
At 31 March 2025
42,181
3
150,799
469,884
662,867
At 31 March 2024
-
963
56,483
420,328
477,774
At 31 March 2023
-
3,263
92,431
206,757
302,451
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
2025
2024
£
£
Net values
Property
119,814
149,157
Right-of-use assets - Vehicles
350,070
271,171
469,884
420,328
Depreciation charge for the year
Property
29,342
29,132
Right-of-use assets - Vehicles
181,067
174,027
210,409
203,159
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
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 previous 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
2025
2024
2025
2024
£
£
£
£
Investments held at amortised cost
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. Peter Hammond and Andrew Townsend are both non-beneficiary directors of The Internal Audit Association (HA) Limited. The Internal Audit Association (HA) Limited is a dormant Co-operative and Community Benefits Society registered in England and Wales.
15
Trade and other receivables
2025
2024
£
£
Trade receivables
970,922
729,879
Provision for expected credit losses
(9,832)
(7,299)
961,090
722,580
Contract assets (note 5)
996,473
978,000
Amount owed by parent undertaking
1,754
Other receivables
3,395
12,102
Prepayments
215,729
219,185
2,176,687
1,933,621
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
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
2025
2024
£
£
Borrowings held at amortised cost:
Bank loans
-
213,333
The bank loan was fully repaid during the year. It was originally issued in May 2020 in response to the COVID-19 global pandemic, supported by the Coronavirus Business Interruption Scheme ('CBILS') and was 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 had agreed to provide the bank with a partial guarantee. Under the terms of the arrangement, interest was payable at a fixed rate of 2.09% over base rate per annum. Repayments were due 13 months from the borrowing date, payable in equal monthly instalments for a period of 5 years.
17
Trade and other payables
2025
2024
£
£
Trade payables
149,379
133,915
Contract liabilities (note 5)
387,204
530,858
Amounts owed to parent undertaking
188,629
-
Accruals
368,255
128,773
Other taxation and social security
666,059
595,425
Other payables
73,860
83,330
1,833,386
1,472,301
The carrying value of trade and other payables are considered to be a reasonable approximation of fair value. Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Other taxation and social security relates to VAT and employment taxes payable by the company at the reporting date.
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 36 -
18
Lease liabilities
2025
2024
Maturity analysis
£
£
Within one year
231,582
188,623
In two to five years
323,584
308,810
Total undiscounted liabilities
555,166
497,433
Future finance charges and other adjustments
(85,281)
(77,104)
Lease liabilities in the financial statements
469,885
420,329
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:
2025
2024
£
£
Current liabilities
198,305
164,679
Non-current liabilities
271,580
255,650
469,885
420,329
2025
2024
Amounts recognised in profit or loss include the following:
£
£
Interest on lease liabilities
30,757
22,417
19
Deferred taxation
Liabilities
Assets
2025
2024
2025
2024
£
£
£
£
Deferred tax balances
40,470
22,212
216,295
313,602
Deferred tax assets are expected to be recovered after more than one year.
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
19
Deferred taxation
(Continued)
- 37 -
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 2025 deferred tax balances are predominately measured on a 25% tax rate (31 March 2024: 25%).
Deferred tax balances are summarised as follows:
Fixed asset timing differences
Tax losses
Defined contribution pension schemes
Defined benefit pension schemes
Total
£
£
£
£
£
Liability at 1 April 2023
42,499
-
42,499
Asset at 1 April 2023
(157,075)
(5,461)
(287,000)
(449,536)
Deferred tax movements in prior year
Charge/(credit) to profit or loss
(20,287)
135,934
-
53,500
169,147
Charge/(credit) to other comprehensive income
-
-
-
(53,500)
(53,500)
Liability at 1 April 2024
22,212
-
22,212
Asset at 1 April 2024
(21,141)
(5,461)
(287,000)
(313,602)
Deferred tax movements in current year
Charge/(credit) to profit or loss
18,258
18,682
(1,375)
57,750
93,315
Charge/(credit) to other comprehensive income
-
-
-
22,250
22,250
Liability at 31 March 2025
40,470
-
40,470
Asset at 31 March 2025
(2,459)
(6,836)
(207,000)
(216,295)
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 of the company, and based on the projections prepared by management, are expected to be consumed in the near future.
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 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 leasing instruments are all on fixed or notional interest rates. The company's financial instruments are all denominated in sterling and therefore not subject to foreign currency risks.
Credit risk
Credit risk is the risk that a counterparty fails to discharge an obligation to the 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 2025
20
Financial risk management and management of capital
(Continued)
- 39 -
The expected credit loss rates are based on the payment profile for sales over the past 48 months before 31 March 2025 and 31 March 2024 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 2025
- 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 2025
Finance lease liabilities
469,885
198,305
165,329
106,251
469,885
Trade payables
149,379
149,379
-
-
149,379
Borrowings
-
-
-
-
-
Other payables
73,860
73,860
-
-
73,860
Amounts owed to parent undertaking
188,629
188,629
-
-
188,629
504,495
232,915
165,329
106,251
504,495
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
852,661
597,011
165,178
90,472
854,415
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
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 2025
Contract assets
945,443
945,443
-
-
945,443
Trade receivables
961,090
961,090
-
-
961,090
Amounts owed by parent undertaking
-
-
-
1,906,533
1,906,533
-
-
1,906,533
At 31 March 2024
Contract assets
978,000
978,000
-
-
978,000
Trade receivables
722,580
722,580
-
-
722,580
Amounts owed by parent undertaking
1,754
1,754
1,754
1,702,334
1,702,334
-
-
1,702,334
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 in IFRS 13.
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 2025
22
Retirement benefit schemes
(Continued)
- 42 -
The charge to statement of comprehensive income in respect of the defined contribution schemes was £327,538 (2024 - £332,134).
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 2025
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:
Interest rate risk – The present value of the defined benefit liability is calculated using a discount rate determined by reference to market yields of high quality corporate bonds. The estimated term of the bonds is consistent with the estimated term of the defined benefit obligation and it is denominated in sterling. A decrease in market yield on high quality corporate bonds will increase the company’s defined benefit liability, although it is expected that this would be offset partially by an increase in the fair value of certain of the plan assets.
Longevity risk – The company is required to provide benefits for life for the members of the defined benefit liability. Increase in the life expectancy of the members, particularly in the UK where the pension payments are linked to CPI, will increase the defined benefit liability.
2025
2024
Key assumptions
%
%
Discount rate
5.82
4.90
Salary growth rate
3.79
3.78
Inflation (RPI)
3.10
3.15
Inflation (CPI)
2.79
2.78
Allowance for commutation of pension for cash at retirement
75% of max.
75% of max.
Mortality assumptions
2025
2024
Assumed life expectations on retirement at age 65:
Years
Years
Retiring today
- Males
20.5
20.5
- Females
23.0
23.0
Retiring in 20 years
- Males
21.7
21.8
- Females
24.5
24.4
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
22
Retirement benefit schemes
(Continued)
- 44 -
2025
2024
Amounts recognised in the income statement
£
£
Net interest on defined benefit liability
55,000
56,000
2025
2024
Amounts recognised in other comprehensive income
£
£
Actuarial changes arising from experience adjustments
(385,000)
(180,000)
Actuarial changes related to plan assets
297,000
394,000
Total costs/(income)
(88,000)
214,000
The amounts included in the statement of financial position arising from the company's obligations in respect of defined benefit plans are as follows:
2025
2024
£
£
Present value of defined benefit obligations
5,687,000
6,067,000
Fair value of plan assets
(4,859,000)
(4,920,000)
Deficit in scheme
828,000
1,147,000
2025
2024
Movements in the present value of defined benefit obligations
£
£
At 1 April 2024
6,067,000
6,224,000
Benefits paid
(291,000)
(280,000)
Actuarial gains and losses
(385,000)
(180,000)
Interest cost and expenses
296,000
303,000
At 31 March 2025
5,687,000
6,067,000
Pension contributions to be made by the company in 2025/26 are expected to be at a similar level to 2024/25.
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
22
Retirement benefit schemes
(Continued)
- 45 -
2025
2024
The defined benefit obligations arise from plans funded as follows:
£
£
Wholly unfunded obligations
Wholly or partly funded obligations
5,687,000
6,067,000
5,687,000
6,067,000
2025
2024
Movements in the fair value of plan assets:
£
£
At 1 April 2024
4,920,000
5,076,000
Interest income
241,000
247,000
Return on plan assets (excluding amounts included in net interest)
(297,000)
(394,000)
Benefits paid
(291,000)
(280,000)
Contributions by the employer
286,000
271,000
At 31 March 2025
4,859,000
4,920,000
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
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 2025 is 14 years (31 March 2024: 14 years).
The following table summarises the effects of changes in these actuarial assumptions on the defined benefit liability at 31 March:
2025
2024
£
£
Discount rate - 0.3% change
- increase
199,000
223,000
- decrease
(208,000)
(233,000)
Salary growth - 1% change
- increase
(22,000)
(53,000)
- decrease
22,000
52,000
Average life expectancy - 1 year change
- increase
(146,000)
(144,000)
- decrease
142,000
141,000
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 2025
22
Retirement benefit schemes
(Continued)
- 47 -
The fair value of plan assets at the reporting period end was as follows:
2025
2024
£
£
Equity instruments
1,449,000
1,291,000
Debt instruments
931,000
624,000
Property instruments
827,000
727,000
Insurance-linked securities
15,000
25,000
Liability driven investments
1,552,000
2,150,000
Cash and other
85,000
103,000
4,859,000
4,920,000
23
Share-based payments
During the year the Adsure Services PLC group implemented a share option scheme for certain directors and senior employees of the Company. In accordance with the terms of the plan, as approved by shareholders at a general meeting, the certain directors and senior employees were granted options to purchase ordinary shares in Adsure Services PLC at a specified exercise price of £0.30 per share. The options vest if certain conditions are met, as defined in the scheme rules, principally if the Company's EBITDA (earnings before interest tax depreciation and amortisation), from the perspective of the group, is greater than 10% above the EBITDA achieved in the previous financial year.
Number of share options
Average exercise price
2025
2024
2025
2024
Number
Number
£
£
Outstanding at 1 April 2024
Granted in the period
893,040
0.30
Outstanding at 31 March 2025
893,040
0.30
Exercisable at 31 March 2025
0.30
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
23
Share-based payments
(Continued)
- 48 -
Options granted during the year
During the year ended 31 March 2025, 893,040 options were granted, of which 297,680 of the options vested immediately as related to the group's financial performance for the year ended 31 March 2024, and a further 297,680 options are expected to vest as a result of the current year. The remaining 297,680 of unvested options have vesting conditions dependent on the group's financial performance for its year ended 31 March 2026.
The fair value of the options granted was measured using the Black-Scholes model, the principal assumptions used in the calculation were:
2025
Grant date
August 2024
Weighted average fair value
£0.11
Inputs for model:
- Weighted average share price
£0.30
- Weighted average exercise price
£0.30
- Expected volatility
13%
- Expected life
10 years
- Risk free rate
4%
The underlying expected volatility was determined by reference to historical data of the company's revenue over the last 10 years. No special features inherent to the options granted were incorporated into measurement of fair value.
Options outstanding
The share options can only be exercised after the third anniversary of the grant date after and expire after the tenth anniversary. No options were exercised during the year ended 31 March 2025. Each of the options outstanding at 31 March 2025 have an exercise price of £0.30, and a remaining contractual life of 9 and a half years.
Expenses
Related to equity settled share based payments
64,337
-
The equity-settled share based payment expense above, an employee remuneration expense, has been included in profit or loss and credited to retained earnings.
24
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of 5p each
96,204
96,204
4,810
4,810
There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 49 -
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 is is unlikely that any significant liability will arise. Insurance coverage is in place and the directors are of the view that no material losses will arise in respect of the legal claim at the date of approval of these financial statements.
27
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.
Mr P Hammond is a director and principal shareholder in Peter Hammond Consulting Limited. During the year ended 31 March 2025 the company purchased consultancy services amounting to £nil (31 March 2024: £10,994) 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. During the year the company purchased management services from Adsure Services plc of £834,213 (31 March 2024: £112,224) and paid dividends to Adsure Services plc of £nil (31 March 2024: £250,000). At the balance sheet date the company owed Adsure Services plc £188,629 (31 March 2024: the company was owed £1,754 by Adsure Services plc).
28
Capital commitments
2025
2024
£
£
At 31 March 2025 the company had capital commitments as follows:
Contracted for but not provided in the financial statements:
Acquisition of intangible assets
217,057
During the year the company entered into a contractual agreement with a supplier for the provision and development of bespoke IT software, as part of a development project entitled K10 Vision, the delivery and costs of which would be received after the reporting date.
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 50 -
29
Events after the reporting date
There have been no significant events affecting the company since the year end.
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.
31
Cash generated from operations
2025
2024
£
£
Profit for the year after tax
390,440
365,060
Adjustments for:
Taxation charged
152,461
169,147
Finance costs
94,974
109,033
Investment income
(6,531)
(18,307)
Amortisation and impairment of intangible assets
20,588
43,222
Depreciation and impairment of property, plant and equipment
256,637
270,570
Pension scheme contributions
(286,000)
(271,000)
Equity settled share based payment expense
64,337
-
Movements in working capital:
Increase in contract assets
(18,473)
(575,677)
(Increase)/decrease in trade and other receivables
(224,593)
172,893
(Decrease)/increase in contract liabilities
(143,654)
99,124
Increase/(decrease) in trade and other payables
504,739
(201,819)
Cash generated from operations
804,925
162,246
TIAA LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 51 -
32
Analysis of changes in net funds
1 April 2024
Cash flows
New leases
31 March 2025
£
£
£
£
Cash at bank and in hand
877,482
165,986
-
1,043,468
Borrowings excluding overdrafts
(213,333)
213,333
-
-
Lease liabilities
(420,329)
211,769
(261,325)
(469,885)
243,820
591,088
(261,325)
573,583
1 April 2023
Cash flows
New leases
31 March 2024
Prior year:
£
£
£
£
Cash at bank and in hand
1,858,553
(981,071)
-
877,482
Borrowings excluding overdrafts
(709,161)
495,828
-
(213,333)
Lease liabilities
(204,257)
211,961
(428,033)
(420,329)
945,135
(273,282)
(428,033)
243,820
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