REGISTERED NUMBER: 10301179 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 |
FOR |
THE UMBRELLA NEWCO (SHEAF) LTD |
REGISTERED NUMBER: 10301179 (England and Wales) |
GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 |
FOR |
THE UMBRELLA NEWCO (SHEAF) LTD |
THE UMBRELLA NEWCO (SHEAF) LTD (REGISTERED NUMBER: 10301179) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 5 |
Consolidated Statement of Comprehensive Income | 8 |
Consolidated Balance Sheet | 9 |
Company Balance Sheet | 10 |
Consolidated Statement of Changes in Equity | 11 |
Company Statement of Changes in Equity | 12 |
Consolidated Cash Flow Statement | 13 |
Notes to the Consolidated Cash Flow Statement | 14 |
Notes to the Consolidated Financial Statements | 15 |
THE UMBRELLA NEWCO (SHEAF) LTD |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 MARCH 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants |
Statutory Auditor |
35 Wilkinson Street |
Sheffield |
South Yorkshire |
S10 2GB |
THE UMBRELLA NEWCO (SHEAF) LTD (REGISTERED NUMBER: 10301179) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 MARCH 2024 |
The directors present their strategic report of the company and the group for the year ended 31 March 2024. |
REVIEW OF BUSINESS |
The results of the group for the period and financial position of the company are as shown in the annexed financial statements. |
For the year ended 31st March 2024, the group achieved a profit before tax of £779,410 (2023 -£881,839) on group turnover of £7,221,841 (2023 -£6,715,960). Sales are up by 7% on the previous year.. The gross profit percentage achieved is 34% which is slightly lower than the previous year due to raw material price increases and an increase in the minimum wage. Overall, the directors are satisfied with the performance of the group during this period. |
Next year will remain competitive. |
PRINCIPAL RISKS AND UNCERTAINTIES |
All major customers are covered by credit insurance. |
Competitive pressure is a continuing risk which requires the company to produce high quality and affordable products to its loyal customers. In the current economic climate trading can be uncertain but we will seek to maintain the company's competitiveness. |
The group's primary cash inflows are generated from the subsidiary trading company, The Umbrella Company (Sheaf) Limited. The company is exposed to fluctuations of both the US Dollar and Euro currencies and the directors seek to mitigate potential losses that may be incurred. |
Under the current economic climate, maintaining cashflow is paramount and this will be monitored closely to ensure cashflows are sufficient to enable the group to meet its obligations. |
KEY PERFORMANCE INDICATORS |
The directors consider EBITDA as the principle KPI used to measure overall group performance and this is in line with forecast at £991k in 2024. |
Other company key financial performance indicators during the period are as follows: |
2024 | 2023 |
Gross Profit as a percentage of turnover | 34% | 37% |
Operating profit as a percentage of turnover | 12% | 14% |
FUTURE DEVELOPMENTS |
The directors will continue to provide high quality and affordable products for its customers at a competitive price. |
ON BEHALF OF THE BOARD: |
THE UMBRELLA NEWCO (SHEAF) LTD (REGISTERED NUMBER: 10301179) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 MARCH 2024 |
The directors present their report with the financial statements of the company and the group for the year ended 31 March 2024. |
DIVIDENDS |
An interim dividend of £34.77 per share was paid on 25 March 2024. The directors recommend that no final dividend be paid. |
The total distribution of dividends for the year ended 31 March 2024 will be £ 409,775 . |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 April 2023 to the date of this report. |
Other changes in directors holding office are as follows: |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 the group and of the profit or loss of the group 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 accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
THE UMBRELLA NEWCO (SHEAF) LTD (REGISTERED NUMBER: 10301179) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 MARCH 2024 |
AUDITORS |
The auditors, Hollis and Co Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
THE UMBRELLA NEWCO (SHEAF) LTD |
Opinion |
We have audited the financial statements of The Umbrella Newco (Sheaf) Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
_ |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 2024 and of the group's profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
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. |
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
THE UMBRELLA NEWCO (SHEAF) LTD |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements 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 Statement of Directors' Responsibilities set out on page three, 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 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 group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
Auditors' 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 a Report of the Auditors 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. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
- Enquiry of management, those charged with governance and the entity's in-house legal team around actual and potential litigation and claims; |
- Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations; |
- Reviewing minutes of meetings of those charged with governance; |
- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations. |
- Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias. |
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the further that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
THE UMBRELLA NEWCO (SHEAF) LTD |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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. |
for and on behalf of |
Chartered Accountants |
Statutory Auditor |
35 Wilkinson Street |
Sheffield |
South Yorkshire |
S10 2GB |
THE UMBRELLA NEWCO (SHEAF) LTD (REGISTERED NUMBER: 10301179) |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 31 MARCH 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
TURNOVER | 4 | 7,221,841 | 6,715,960 |
Cost of sales | 4,756,521 | 4,232,009 |
GROSS PROFIT | 2,465,320 | 2,483,951 |
Distribution costs | 259,152 | 274,121 |
Administrative expenses | 1,344,332 | 1,254,848 |
1,603,484 | 1,528,969 |
OPERATING PROFIT | 6 | 861,836 | 954,982 |
Interest payable and similar expenses | 7 | 82,426 | 73,143 |
PROFIT BEFORE TAXATION | 779,410 | 881,839 |
Tax on profit | 8 | 238,403 | 199,438 |
PROFIT FOR THE FINANCIAL YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
541,007 |
682,401 |
Profit attributable to: |
Owners of the parent | 541,007 | 682,401 |
Total comprehensive income attributable to: |
Owners of the parent | 541,007 | 682,401 |
THE UMBRELLA NEWCO (SHEAF) LTD (REGISTERED NUMBER: 10301179) |
CONSOLIDATED BALANCE SHEET |
31 MARCH 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 11 | 2,852,148 | 3,019,922 |
Tangible assets | 12 | 106,967 | 124,938 |
Investments | 13 | - | - |
2,959,115 | 3,144,860 |
CURRENT ASSETS |
Stocks | 14 | 778,431 | 590,210 |
Debtors | 15 | 1,343,863 | 1,278,568 |
Cash at bank and in hand | 389,554 | 604,018 |
2,511,848 | 2,472,796 |
CREDITORS |
Amounts falling due within one year | 16 | 2,168,599 | 2,110,139 |
NET CURRENT ASSETS | 343,249 | 362,657 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
3,302,364 |
3,507,517 |
CREDITORS |
Amounts falling due after more than one year |
17 |
(157,107 |
) |
(488,999 |
) |
PROVISIONS FOR LIABILITIES | 21 | (121,742 | ) | (126,235 | ) |
NET ASSETS | 3,023,515 | 2,892,283 |
CAPITAL AND RESERVES |
Called up share capital | 22 | 9,500 | 9,500 |
Share premium | 23 | 30,500 | 30,500 |
Capital redemption reserve | 23 | 500 | 500 |
Retained earnings | 23 | 2,983,015 | 2,851,783 |
SHAREHOLDERS' FUNDS | 3,023,515 | 2,892,283 |
The financial statements were approved by the Board of Directors and authorised for issue on 3 February 2025 and were signed on its behalf by: |
J D Fields - Director |
THE UMBRELLA NEWCO (SHEAF) LTD (REGISTERED NUMBER: 10301179) |
COMPANY BALANCE SHEET |
31 MARCH 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 11 |
Tangible assets | 12 |
Investments | 13 |
CURRENT ASSETS |
Debtors | 15 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 16 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
17 |
NET ASSETS/(LIABILITIES) | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 22 |
Share premium | 23 |
Capital redemption reserve | 23 |
Retained earnings | 23 | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) |
Company's profit for the financial year | 478,060 | 333,282 |
The financial statements were approved by the Board of Directors and authorised for issue on |
THE UMBRELLA NEWCO (SHEAF) LTD (REGISTERED NUMBER: 10301179) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 MARCH 2024 |
Called up | Capital |
share | Retained | Share | redemption | Total |
capital | earnings | premium | reserve | equity |
£ | £ | £ | £ | £ |
Balance at 1 April 2022 | 9,500 | 2,535,343 | 30,500 | 500 | 2,575,843 |
Changes in equity |
Dividends | - | (365,961 | ) | - | - | (365,961 | ) |
Total comprehensive income | - | 682,401 | - | - | 682,401 |
Balance at 31 March 2023 | 9,500 | 2,851,783 | 30,500 | 500 | 2,892,283 |
Changes in equity |
Dividends | - | (409,775 | ) | - | - | (409,775 | ) |
Total comprehensive income | - | 541,007 | - | - | 541,007 |
Balance at 31 March 2024 | 9,500 | 2,983,015 | 30,500 | 500 | 3,023,515 |
THE UMBRELLA NEWCO (SHEAF) LTD (REGISTERED NUMBER: 10301179) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 MARCH 2024 |
Called up | Capital |
share | Retained | Share | redemption | Total |
capital | earnings | premium | reserve | equity |
£ | £ | £ | £ | £ |
Balance at 1 April 2022 | ( |
) | ( |
) |
Changes in equity |
Dividends | - | ( |
) | - | - | ( |
) |
Total comprehensive income | - | - |
Balance at 31 March 2023 | ( |
) | ( |
) |
Changes in equity |
Dividends | - | ( |
) | - | - | ( |
) |
Total comprehensive income | - | - |
Balance at 31 March 2024 | ( |
) |
THE UMBRELLA NEWCO (SHEAF) LTD (REGISTERED NUMBER: 10301179) |
CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 MARCH 2024 |
2024 | 2023 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 836,704 | 956,283 |
Interest paid | (82,426 | ) | (73,143 | ) |
Tax paid | (185,255 | ) | (151,301 | ) |
Net cash from operating activities | 569,023 | 731,839 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (2,338 | ) | (36,899 | ) |
Net cash from investing activities | (2,338 | ) | (36,899 | ) |
Cash flows from financing activities |
Loan repayments in year | (331,892 | ) | (321,309 | ) |
Amount introduced by directors | (39,482 | ) | 39,482 |
Equity dividends paid | (409,775 | ) | (365,961 | ) |
Net cash from financing activities | (781,149 | ) | (647,788 | ) |
(Decrease)/increase in cash and cash equivalents | (214,464 | ) | 47,152 |
Cash and cash equivalents at beginning of year |
2 |
604,018 |
556,866 |
Cash and cash equivalents at end of year | 2 | 389,554 | 604,018 |
THE UMBRELLA NEWCO (SHEAF) LTD (REGISTERED NUMBER: 10301179) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 MARCH 2024 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2024 | 2023 |
£ | £ |
Profit before taxation | 779,410 | 881,839 |
Depreciation charges | 188,082 | 191,610 |
Finance costs | 82,426 | 73,143 |
1,049,918 | 1,146,592 |
(Increase)/decrease in stocks | (188,221 | ) | 85,149 |
Increase in trade and other debtors | (76,169 | ) | (62,769 | ) |
Increase/(decrease) in trade and other creditors | 51,176 | (212,689 | ) |
Cash generated from operations | 836,704 | 956,283 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 March 2024 |
31/3/24 | 1/4/23 |
£ | £ |
Cash and cash equivalents | 389,554 | 604,018 |
Year ended 31 March 2023 |
31/3/23 | 1/4/22 |
£ | £ |
Cash and cash equivalents | 604,018 | 556,866 |
3. | ANALYSIS OF CHANGES IN NET DEBT |
At 1/4/23 | Cash flow | At 31/3/24 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 604,018 | (214,464 | ) | 389,554 |
604,018 | (214,464 | ) | 389,554 |
Debt |
Debts falling due within 1 year | (331,989 | ) | 1 | (331,988 | ) |
Debts falling due after 1 year | (488,999 | ) | 331,892 | (157,107 | ) |
(820,988 | ) | 331,893 | (489,095 | ) |
Total | (216,970 | ) | 117,429 | (99,541 | ) |
THE UMBRELLA NEWCO (SHEAF) LTD (REGISTERED NUMBER: 10301179) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2024 |
1. | STATUTORY INFORMATION |
The Umbrella Newco (Sheaf) Ltd is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
Monetary amounts in these financial statements are rounded to the nearest £. |
2. | STATEMENT OF COMPLIANCE |
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. |
3. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Basis of consolidation |
The Group financial statements consolidate the financial statements of The Umbrella Newco (Sheaf) Ltd and its subsidiary undertakings. The Group profit and loss account includes the results of The Umbrella Newco (Sheaf) Ltd and its subsidiaries after intra group trading and profits have been eliminated. |
Significant judgements and estimates |
- Key sources of estimation uncertainty. |
The Company believes that there are no areas of material estimation uncertainty which affect the financial statements. |
- Critical accounting judgements in applying the Company's accounting policies. |
The Company believes that the major judgements applied are: |
- The use of the going concern principle which is based on the belief that the company will have adequate resources to continue in operational existence for the foreseeable future. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Goodwill |
The useful economic life of the goodwill is estimated at 25 years on the basis that the directors' consider that the market for the group's products will be maintained at least at current levels throughout this period with no erosion of margins. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
THE UMBRELLA NEWCO (SHEAF) LTD (REGISTERED NUMBER: 10301179) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
3. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Plant and machinery | - |
Fixtures and fittings | - |
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Financial instruments |
Debtors and creditors receivable / payable within one year |
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses. |
Loans and borrowings |
Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment. If an arrangement constitutes a finance transaction it is measured at present value. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
THE UMBRELLA NEWCO (SHEAF) LTD (REGISTERED NUMBER: 10301179) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
3. | ACCOUNTING POLICIES - continued |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
4. | TURNOVER |
The turnover and profit before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by geographical market is given below: |
2024 | 2023 |
£ | £ |
United Kingdom | 7,185,924 | 6,461,852 |
Europe | 35,917 | 254,108 |
7,221,841 | 6,715,960 |
5. | EMPLOYEES AND DIRECTORS |
2024 | 2023 |
£ | £ |
Wages and salaries | 1,588,609 | 1,440,784 |
Social security costs | 143,147 | 126,598 |
Other pension costs | 38,154 | 33,687 |
1,769,910 | 1,601,069 |
The average number of employees during the year was as follows: |
2024 | 2023 |
Production | 43 | 42 |
Administration | 14 | 13 |
Directors | 3 | 3 |
The average number of employees by undertakings that were proportionately consolidated during the year was 60 (2023 - 58 ) . |
2024 | 2023 |
£ | £ |
Directors' remuneration | 183,896 | 178,897 |
THE UMBRELLA NEWCO (SHEAF) LTD (REGISTERED NUMBER: 10301179) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
6. | OPERATING PROFIT |
The operating profit is stated after charging: |
2024 | 2023 |
£ | £ |
Other operating leases | 33,545 | 35,059 |
Depreciation - owned assets | 20,309 | 23,836 |
Goodwill amortisation | 167,774 | 167,774 |
Audit of other group entities | 4,750 | 4,750 |
Audit of the company | 2,000 | 2,000 |
7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2024 | 2023 |
£ | £ |
Bank interest | 1,742 | 3,671 |
Bank loan interest | 21,930 | 32,513 |
Invoice finance interest | 58,754 | 36,959 |
82,426 | 73,143 |
8. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
2024 | 2023 |
£ | £ |
Current tax: |
UK corporation tax | 242,896 | 196,172 |
Deferred tax - timing difference | (4,493 | ) | 3,266 |
Tax on profit | 238,403 | 199,438 |
UK corporation tax has been charged at 25 % (2023 - 19 %). |
THE UMBRELLA NEWCO (SHEAF) LTD (REGISTERED NUMBER: 10301179) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
8. | TAXATION - continued |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
2024 | 2023 |
£ | £ |
Profit before tax | 779,410 | 881,839 |
Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 19 %) |
194,853 |
167,549 |
Effects of: |
Expenses not deductible for tax purposes | 1,416 | 999 |
Capital allowances in excess of depreciation | - | (4,585 | ) |
Depreciation in excess of capital allowances | 4,493 | - |
Deferred tax release | (4,493 | ) | 3,266 |
Goodwill amortisation disallowable | 41,944 | 31,877 |
Expensive leased car deduction | 190 | 289 |
Tax for earlier year | - | 43 |
Total tax charge | 238,403 | 199,438 |
9. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
10. | DIVIDENDS |
2024 | 2023 |
£ | £ |
Ordinary shares of £1 each |
Interim | 409,775 | 365,961 |
11. | INTANGIBLE FIXED ASSETS |
Group |
Goodwill |
£ |
COST |
At 1 April 2023 |
and 31 March 2024 | 4,194,340 |
AMORTISATION |
At 1 April 2023 | 1,174,418 |
Amortisation for year | 167,774 |
At 31 March 2024 | 1,342,192 |
NET BOOK VALUE |
At 31 March 2024 | 2,852,148 |
At 31 March 2023 | 3,019,922 |
THE UMBRELLA NEWCO (SHEAF) LTD (REGISTERED NUMBER: 10301179) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
12. | TANGIBLE FIXED ASSETS |
Group |
Fixtures |
Plant and | and |
machinery | fittings | Totals |
£ | £ | £ |
COST |
At 1 April 2023 | 228,950 | 33,634 | 262,584 |
Additions | 2,338 | - | 2,338 |
At 31 March 2024 | 231,288 | 33,634 | 264,922 |
DEPRECIATION |
At 1 April 2023 | 128,332 | 9,314 | 137,646 |
Charge for year | 15,445 | 4,864 | 20,309 |
At 31 March 2024 | 143,777 | 14,178 | 157,955 |
NET BOOK VALUE |
At 31 March 2024 | 87,511 | 19,456 | 106,967 |
At 31 March 2023 | 100,618 | 24,320 | 124,938 |
13. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 April 2023 |
and 31 March 2024 |
NET BOOK VALUE |
At 31 March 2024 |
At 31 March 2023 |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Registered office: Unit 20 Richmond Park Road, Sheffield, South Yorkshire, England, S13 8HS |
Nature of business: |
% |
Class of shares: | holding |
THE UMBRELLA NEWCO (SHEAF) LTD (REGISTERED NUMBER: 10301179) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
13. | FIXED ASSET INVESTMENTS - continued |
Registered office: Unit 20 Richmond Park Road, Sheffield, South Yorkshire, England, S13 8HS |
Nature of business: |
% |
Class of shares: | holding |
The holding in The Umbrella Company (Sheaf) Limited is an indirect holding held through The Umbrella Company (Sheaf) Holdings Limited. |
14. | STOCKS |
Group |
2024 | 2023 |
£ | £ |
Raw Materials | 778,431 | 590,210 |
The total carrying value of stock is pledged as security for the groups bank borrowings |
15. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Trade debtors | 1,255,657 | 1,162,463 |
Amounts owed by group undertakings | - | - |
Tax | - | 10,874 |
Prepayments | 88,206 | 105,231 |
1,343,863 | 1,278,568 |
16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 18) | 331,988 | 331,989 |
Trade creditors | 600,426 | 559,700 |
Amounts owed to group undertakings | - | - |
Tax | 242,896 | 196,129 |
Social security and other taxes | 42,463 | 25,622 |
VAT | 162,798 | 141,332 | - | - |
Other creditors | 62,852 | 29,278 |
Amount owed to debt factor | 710,176 | 771,607 | - | - |
Directors' current accounts | - | 39,482 | - | 39,482 |
Accrued expenses | 15,000 | 15,000 |
2,168,599 | 2,110,139 |
THE UMBRELLA NEWCO (SHEAF) LTD (REGISTERED NUMBER: 10301179) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
17. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Bank loans (see note 18) | 157,107 | 488,999 |
18. | LOANS |
An analysis of the maturity of loans is given below: |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Amounts falling due within one year or on | demand: |
Bank loans | 331,988 | 331,989 |
Amounts falling due between one and two | years: |
Bank loans - 1-2 years | 157,107 | 342,975 |
Amounts falling due between two and five | years: |
Bank loans - 2-5 years | - | 146,024 |
The company has a bank loan which is repayable over a 4 year period on a monthly basis, with the final repayment being due by August 2025. The loan bears interest at a rate of 3.26% or 3% per annum over the Bank of England Base Rate if the interest rate is changed to a variable rate. |
19. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable operating | leases |
2024 | 2023 |
£ | £ |
Within one year | 97,042 | 91,605 |
Between one and five years | 35,859 | 116,509 |
132,901 | 208,114 |
THE UMBRELLA NEWCO (SHEAF) LTD (REGISTERED NUMBER: 10301179) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
20. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Bank loans | 489,095 | 820,988 |
Debenture comprising fixed and floating charges over all the assets and undertaking of The Umbrella Newco (Sheaf) Ltd including all present and future freehold and leasehold property, book and other debts, chattels, goodwill and uncalled capital, both present and future. |
Debenture comprising fixed and floating charges over all the assets and undertaking of The Umbrella Company (Sheaf) Holdings Limited including all present and future freehold and leasehold property, book and other debts, chattels, goodwill and uncalled capital, both present and future. |
Debenture comprising fixed and floating charges over all the assets and undertaking of The Umbrella Company (Sheaf) Limited including all present and future freehold and leasehold property, book and other debts, chattels, goodwill and uncalled capital, both present and future. |
There is an Unlimited Composite Company Guarantee given by The Umbrella Newco (Sheaf) Ltd, The Umbrella Company (Sheaf) Holdings Limited and The Umbrella Company (Sheaf) Limited to secure all liabilities of each other. |
21. | PROVISIONS FOR LIABILITIES |
Group |
2024 | 2023 |
£ | £ |
Deferred tax |
Accelerated capital allowances | 26,742 | 31,235 |
Other provisions | 95,000 | 95,000 |
Aggregate amounts | 121,742 | 126,235 |
Group |
Deferred |
tax |
£ |
Balance at 1 April 2023 | 31,235 |
Credit to Statement of Comprehensive Income during year | (4,493 | ) |
Balance at 31 March 2024 | 26,742 |
Other provisions relates to dilapidation provisions arising under property leases. |
THE UMBRELLA NEWCO (SHEAF) LTD (REGISTERED NUMBER: 10301179) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
22. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: Class: Nominal value: | 2024 | 2023 |
£ | £ |
9,500 Ordinary £1 | 9,500 | 9,500 |
23. | RESERVES |
Group |
Capital |
Retained | Share | redemption |
earnings | premium | reserve | Totals |
£ | £ | £ | £ |
At 1 April 2023 | 2,851,783 | 30,500 | 500 | 2,882,783 |
Profit for the year | 541,007 | 541,007 |
Dividends | (409,775 | ) | (409,775 | ) |
At 31 March 2024 | 2,983,015 | 30,500 | 500 | 3,014,015 |
Company |
Capital |
Retained | Share | redemption |
earnings | premium | reserve | Totals |
£ | £ | £ | £ |
At 1 April 2023 | ( |
) | (50,550 | ) |
Profit for the year |
Dividends | ( |
) | ( |
) |
At 31 March 2024 | ( |
) | 17,735 |
24. | PENSION COMMITMENTS |
During the year, the company has contributed to the personal pension schemes of certain employees.The assets of the schemes are held separately from those of the company in independently administered funds.The contributions payable for the year amounted to £38,154 (2023 : £33,687), whilst outstanding contributions amounted to £21,627 (2023 : £9,537) |
25. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
The company operates interest free loan accounts with the directors. The amount owed to the directors at the start of the year was £39,482 and the amount repaid during the year was £39,482. There are no fixed repayment terms. |
26. | RELATED PARTY DISCLOSURES |
The directors are considered to be the company's key management personnel and their remuneration is disclosed in note 5. |
27. | ULTIMATE CONTROLLING PARTY |
There is no ultimate controlling party. |