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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: J D Fields
S Reeve





REGISTERED OFFICE: Unit 20
Richmond Park Road
Handsworth
Sheffield
S13 8HS





REGISTERED NUMBER: 10301179 (England and Wales)





AUDITORS: Hollis and Co Limited
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:





S Reeve - Director


3 February 2025

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.

J D Fields
S Reeve

Other changes in directors holding office are as follows:

Mrs J Herring ceased to be a director after 31 March 2024 but prior to the date of this report.

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:





S Reeve - Director


3 February 2025

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.




Peter Hollis (Senior Statutory Auditor)
for and on behalf of Hollis and Co Limited
Chartered Accountants
Statutory Auditor
35 Wilkinson Street
Sheffield
South Yorkshire
S10 2GB

10 February 2025

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 541,007 682,401

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 5,933,411 5,933,411
5,933,411 5,933,411

CURRENT ASSETS
Debtors 15 1,045,961 545,961
Cash at bank 4 14
1,045,965 545,975
CREDITORS
Amounts falling due within one year 16 6,795,034 6,031,437
NET CURRENT LIABILITIES (5,749,069 ) (5,485,462 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

184,342

447,949

CREDITORS
Amounts falling due after more than one
year

17

157,107

488,999
NET ASSETS/(LIABILITIES) 27,235 (41,050 )

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 (13,265 ) (81,550 )
SHAREHOLDERS' FUNDS 27,235 (41,050 )

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 3 February 2025 and were signed on its behalf by:





J D Fields - Director


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 9,500 (48,871 ) 30,500 500 (8,371 )

Changes in equity
Dividends - (365,961 ) - - (365,961 )
Total comprehensive income - 333,282 - - 333,282
Balance at 31 March 2023 9,500 (81,550 ) 30,500 500 (41,050 )

Changes in equity
Dividends - (409,775 ) - - (409,775 )
Total comprehensive income - 478,060 - - 478,060
Balance at 31 March 2024 9,500 (13,265 ) 30,500 500 27,235

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 private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

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
The financial statements have been prepared under the historical cost convention.

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
Goodwill, being the amount paid in connection with the acquisition of a business in 2016, is being amortised evenly over its estimated useful life of twenty five years.

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
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Plant and machinery - 15% on reducing balance
Fixtures and fittings - 20% on reducing balance

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
60 58

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 5,933,411
NET BOOK VALUE
At 31 March 2024 5,933,411
At 31 March 2023 5,933,411

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

The Umbrella Company (Sheaf) Holdings Limited
Registered office: Unit 20 Richmond Park Road, Sheffield, South Yorkshire, England, S13 8HS
Nature of business: Intermediate Holding company
%
Class of shares: holding
Ordinary 100.00

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

The Umbrella Company (Sheaf) Limited
Registered office: Unit 20 Richmond Park Road, Sheffield, South Yorkshire, England, S13 8HS
Nature of business: Manufacture and sale of promotional umbrellas
%
Class of shares: holding
Ordinary 'A', 'B' and 'C' 100.00

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 - - 1,045,961 545,961
Tax - 10,874 - -
Prepayments 88,206 105,231 - -
1,343,863 1,278,568 1,045,961 545,961

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans and overdrafts (see note 18) 331,988 331,989 331,990 331,990
Trade creditors 600,426 559,700 - -
Amounts owed to group undertakings - - 6,443,404 5,640,325
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 19,640 19,640
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 6,795,034 6,031,437

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) 157,107 488,999 157,107 488,999

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 331,988 331,989 331,990 331,990
Amounts falling due between one and two years:
Bank loans - 1-2 years 157,107 342,975 157,107 342,975
Amounts falling due between two and five years:
Bank loans - 2-5 years - 146,024 - 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 489,095 820,988 489,097 820,989

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 (81,550 ) 30,500 500 (50,550 )
Profit for the year 478,060 478,060
Dividends (409,775 ) (409,775 )
At 31 March 2024 (13,265 ) 30,500 500 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.