Company Registration No. 12168728 (England and Wales)
UMBRELLCO UK LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
UMBRELLCO UK LTD
COMPANY INFORMATION
Directors
Mrs S J O'Toole
Mr J O'Brien
(Appointed 11 July 2025)
Company number
12168728
Registered office
Suite G
Hollies House
230 High Street
Potters Bar
Herefordshire
EN6 5BL
Auditor
Knowles Warwick Audit Services Limited
Charlotte House
500 Charlotte Road
Sheffield
S2 4ER
UMBRELLCO UK LTD
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Profit and loss account
10
Statement of comprehensive income
11
Balance sheet
12
Statement of changes in equity
13
Notes to the financial statements
14 - 20
UMBRELLCO UK LTD
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2024
1

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

Review of the business

UmbrellCo Limited T/​A Umbrella Company UK are an Umbrella Employment solution for contractors in a variety of industries.

 

Operating from one head office in Potters Bar. The staff are broken up into 4 main areas, Payroll, Contractor Finance, Compliance and Onboarding, with Onboarding recently created this year to assist further with explaining the detail of the Umbrella processes. The staff within these 4 areas service over 400 contractors with the majority of staff within the Payroll department.

 

The reason the staff of the company work predominantly in payroll is because it has been built with a focus on customer service, ensuring that our contractors are paid as efficiently as possible as we run multiple payrolls every day of the week to deliver a service that cannot be bettered.

 

As a company we have implemented sophisticated analytics to automate detection of any anomalies as well as assist the management to run the services on a day to day basis. By doing so and syncing this with our payroll software it has enabled us to become more efficient and also remove risks that are common with processing large sums of money on a daily basis.

 

Markets and Trends

With the IR35 off payroll reforms predicted to stay permanent, Umbrella plays a huge part in the contractor market due to the fact that contractors will still need a way of being paid and all taxes accounted for. There have been calls for governance of the Umbrella industry which we would more than welcome as we are operating a very transparent services and do feel that there are others in the market who do not and this should not be accepted.

 

Growth

For this financial year we have not seen any growth within the company.

 

Looking ahead, we are looking for a combination of quality and quantity to see the correct trajectory of growth for the company.

 

The company has a fantastic foundation of systems, processes and personnel in place in order to achieve the required growth and we will be recruiting in the next year with growth and expansion in mind.

Principal risks and uncertainties

For any umbrella company, including Umbrella Company UK the assessment of risk is of the utmost importance due to the nature of the company. The company needs to be fully compliant with employment law as well as having security in place due to the amounts of money coming in and out of the company and current checks and balances taking place on an extremely frequent basis.

 

As a company the board is fully responsible for the risk management including both a Compliance Director and an Operations Director. As a company we have a 3 point risk management process where all risk is identified, assessed and actioned accordingly.

 

Identifying Risk – We promote all staff to bring risks and issues to the attention of the board, however there are 4 main areas where we have people in place to identify risk, namely Compliance, Finance, Operations and Industry/Market. Any risks that are identified are brought to the bi-weekly Company Direction Meeting to be assessed if an assessment is required. If they have been identified and the individual responsible for that area has already assessed and actioned accordingly then the review of the risk is still brought to the meeting to inform the rest of the board of the risk, assessment and action that took place.

UMBRELLCO UK LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
2

Risk Assessment – Once risks have been identified the board will assess the risk, led by the individual in which area the risk has been identified. As a company we are extremely risk adverse so it is very rare that no action would be taken when identifying risk. It is also important to us to not only action this risk identified but look at how the attributes of this risk could potentially be found in other areas also. It is important to learn from every one of these instances.

 

Risk Action – Any actions identified by the board are agreed and the assigned to the relevant lead person to complete. These are reviewed until the action has been completed and then feedback provided to the board on the success of the actions.

 

Ongoing risks

The company has identified and has appropriate protections is place for the following risks:

 

Compliance – Employment Law

Any changes in employment law will have an impact on us as a company and we need to ensure that we are able to adapt with any changes. We have a Compliance Director in place to ensure they feed back any pending employment law changes and we have an external Employment Consultant and an Employment Lawyer to do the same so that if any of them miss anything there are two back up sources

 

Compliance – Right To Work

Any contractor who is employed by the company and does not have the right to work in the UK can lead to a penalty of up to £20,000 per worker. Our workflows do not allow anyone to be paid without Right to Work proof. There are also two methods of verifying right to work

 

Compliance – Regulator Changes

Being accredited by FCSA we need to keep up to date with any changes. A yearly audit ensures that we are reviewing our processes on a regular basis and with a communication structure in place with FCSA any changes throughout the year are provided with time to implement

 

Finance - Cash flow

The company itself receives a high quantity of transactions and although the individual values are not necessarily large, they aggregate to millions. Likewise thousands of transactions go out of the company on a monthly basis as well whilst all liabilities needing to be covered. A negative cash flow would affect the company to the highest severity and could even cause the company to no longer trade. The cash flow forecast is part of the regular forecasting performed by the finance team with weekly, monthly and annual cash flows continuously monitored.

 

Finance – Liabilities

Overdue liabilities with HMRC could result in significant fines and penalties due to the size of the company and its liabilities. It is critical that we do not have late payment of liabilities for our external relationships. Multiple members of the finance team are responsible for the payments of liabilities meaning that should one staff member be unable to there are multiple other staff who will ensure payments are made.

 

Operations – Human Error

With any company and operations there is always an element of human error and because in an umbrella

company human error can lead to incorrect tax or underpaid contractors it is vitally important to review this. We have significant reporting which not only alerts us when certain abnormal criteria is met but there are weekly reports that are commented on and reviewed so that should any error be identified that it is remedied within 7 days.

 

Operations – Data Protection

The data protection regulations including GDPR must be met as an ICO registered company. As a company we need to ensure that we are keeping the personal data of our contractors secure. Regular training is provided to all of our staff as well as policies provided. We have a legal team to deal with and monitor any breaches and liaise with the ICO where necessary. Our systems provide security and controls for data protection also.

 

Infrastructure – Cyber Security

Cyber Security is one of the largest threats to the contractor industry as a whole. As an Umbrella company we process millions of pounds on a daily basis and therefore can be prime for being attacked. The due diligence that is undertaken with every company we deal with is essential but on top of this, monitoring attack attempts and adjusting Cyber Security configurations based on attempts is critical to the business, its workers and business partners.

UMBRELLCO UK LTD
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
3

Industry/Market - Legislation

Legislation changes can impact the company in both a positive or negative way. Either way they could result in an overhaul of processes or a large influx or loss of contractors at once, both of which carry risk. With legislation changes usually being confirmed via the budget each year we have a team responsible for throughout the year keeping up with the potential budget changes and then a board review of all budget changes post budget announcement.

Key performance indicators

Key performance indicators used include contractor margin, gross profit and other financial performance measures. Not financial key performance indicators include compliance, customer satisfaction and number of contractors.

Other information and explanations

Umbrellco UK Limited is a subsidiary of Darbayne Group Limited. The entire share capital of Darbayne Group Limited was sold to Magi Group Limited in October 2024. Subsequent to this the entire share capital of Magi Group Limited was sold to Omnia Payroll Limited. This change has not impacted underlying operations.

On behalf of the board

Mr J O'Brien
Director
28 July 2025
UMBRELLCO UK LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JULY 2024
4

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

Principal activities

The principal activity of the company continued to be that of the provision of temporary staff.

Results and dividends

The results for the year are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

Mrs S J O'Toole
Mr T Edwards
(Resigned 30 June 2024)
Mrs L Payne
(Resigned 14 December 2023)
Mr C Woodcock
(Resigned 26 July 2024)
Mr J V Payne
(Appointed 14 December 2023 and resigned 29 October 2024)
Mr J M Cimurs
(Appointed 29 October 2024 and resigned 11 July 2025)
Mr G Stanger
(Appointed 29 October 2024 and resigned 11 July 2025)
Mr J O'Brien
(Appointed 11 July 2025)
Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The company's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

 

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance.

 

There is no employee share scheme at present, but the directors are considering the introduction of such a scheme as a means of further encouraging the involvement of employees in the company's performance.

Auditor

In accordance with the company's articles, a resolution proposing that Knowles Warwick Audit Services Limited be reappointed as auditor of the company will be put at a General Meeting.

UMBRELLCO UK LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
5
Energy and carbon report

As the company has not consumed more than 40,000 kWh of energy in this reporting period, it qualifies as a low energy user under these regulations and is not required to report on its emissions, energy consumption or energy efficiency activities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Mr J O'Brien
Director
28 July 2025
UMBRELLCO UK LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JULY 2024
6

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 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 of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

UMBRELLCO UK LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF UMBRELLCO UK LTD
7
Opinion

We have audited the financial statements of Umbrellco UK Ltd (the 'company') for the year ended 31 July 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity 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 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:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

UMBRELLCO UK LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF UMBRELLCO UK LTD (CONTINUED)
8
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:

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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

We assessed the susceptibility of the company’s financial statements to material misstatement, including how fraud might occur, by;

In response to the risk of revenue recognition, we;

In response to the risk of fraud through management bias and override of controls, we:

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

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.

UMBRELLCO UK LTD
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF UMBRELLCO UK LTD (CONTINUED)
9
Use of our report
This report is made solely to the company's member 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 member those matters we are required to state to the member in
Steven Knowles FCA
Senior Statutory Auditor
For and on behalf of Knowles Warwick Audit Services Limited
Chartered Accountants
Statutory Auditor
Charlotte House
500 Charlotte Road
Sheffield
S2 4ER
UMBRELLCO UK LTD
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 JULY 2024
10
Year
Period
ended
ended
31 July
31 July
2024
2023
Notes
£
£
Turnover
3
33,993,310
67,886,479
Cost of sales
(33,649,007)
(67,466,616)
Gross profit
344,303
419,863
Administrative expenses
(317,429)
(511,470)
Other operating income
-
0
220
Operating profit/(loss)
26,874
(91,387)
Interest receivable and similar income
6
-
0
26
Profit/(loss) before taxation
26,874
(91,361)
Tax on profit/(loss)
7
(6,764)
-
0
Profit/(loss) for the financial year
20,110
(91,361)
UMBRELLCO UK LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2024
11
Year
Period
ended
ended
2024
2023
£
£
Profit/(loss) for the year
20,110
(91,361)
Other comprehensive income
-
-
Total comprehensive income for the year
20,110
(91,361)
UMBRELLCO UK LTD
BALANCE SHEET
AS AT
31 JULY 2024
31 July 2024
12
2024
2023
Notes
£
£
£
£
Current assets
Debtors
8
953,226
937,043
Cash at bank and in hand
1,518,021
2,792,626
2,471,247
3,729,669
Creditors: amounts falling due within one year
9
(2,438,917)
(3,717,449)
Net current assets
32,330
12,220
Capital and reserves
Called up share capital
11
100
100
Profit and loss reserves
32,230
12,120
Total equity
32,330
12,220
The financial statements were approved by the board of directors and authorised for issue on 28 July 2025 and are signed on its behalf by:
Mr J O'Brien
Director
Company registration number 12168728 (England and Wales)
UMBRELLCO UK LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2024
13
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 February 2022
100
103,481
103,581
Period ended 31 July 2023:
Loss and total comprehensive income
-
(91,361)
(91,361)
Balance at 31 July 2023
100
12,120
12,220
Year ended 31 July 2024:
Profit and total comprehensive income
-
20,110
20,110
Balance at 31 July 2024
100
32,230
32,330
UMBRELLCO UK LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2024
14
1
Accounting policies
Company information

Umbrellco UK Ltd is a private company limited by shares incorporated in England and Wales. The registered office is Suite G, Hollies House, 230 High Street, Potters Bar, Herefordshire, EN6 5BL.

1.1
Reporting period

The current year financial statements relates to the 12 month period to 31 July 2024, however the prior year was relating to the 18 month period to 31 July 2023, to note when comparing the comparative period of accounts. This was to allow all the group companies to have the same year end, for ease of use of the accounts, within the business and for stakeholders.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of Darbayne Group Limited. These consolidated financial statements are available from its registered office Suite G, Hollies House, 230 High Street, Potters Bar, Herefordshire, EN6 5BL.

1.3
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

 

During the period the company made trading profits of £20,110 and had retained earnings of £32,230 at the balance sheet date. The directors are aware of the continuing challenging environment and are comfortable there is sufficient cash flow within the group to continue to trade and meet liabilities as they fall due.

UMBRELLCO UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
15
1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

 

Turnover is recognised at the point of service provision which matches to when the company incurs the liability to HMRC and the worker. The income for future payroll runs, which is billed in advance of operating the payroll, is deferred until payment is received from the customer.

 

1.5
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and 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.

1.6
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, 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 have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

UMBRELLCO UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
16
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of 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.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.8
Taxation

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

UMBRELLCO UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
1
Accounting policies
(Continued)
17
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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 liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, 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.

1.9
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 stock or fixed 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.

1.10
Retirement benefits

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

2
Judgements and key sources of estimation uncertainty

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.

3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Umbrella company services
33,993,310
67,886,479
UMBRELLCO UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
3
Turnover and other revenue
(Continued)
18
2024
2023
£
£
Other revenue
Interest income
-
26
4
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
7,000
13,904
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2024
2023
Number
Number
483
614

Their aggregate remuneration comprised:

2024
2023
£
£
Wages and salaries
28,538,780
56,835,516
Social security costs
3,388,527
7,097,831
Pension costs
1,587,877
3,314,741
33,515,184
67,248,088
6
Interest receivable and similar income
2024
2023
£
£
Interest income
Interest on bank deposits
-
0
26
7
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
6,764
-
0
UMBRELLCO UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
7
Taxation
(Continued)
19

From 1 April 2023 the effective tax rate increased from 19% to 25% following an increase in the corporation tax rate.

The actual charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
Profit/(loss) before taxation
26,874
(91,361)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
6,719
(22,840)
Tax effect of expenses that are not deductible in determining taxable profit
45
18
Tax effect of income not taxable in determining taxable profit
-
0
(45,500)
Group relief
-
0
68,322
Taxation charge for the year
6,764
-
8
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
904,309
916,250
Other debtors
37,994
8,145
Prepayments and accrued income
10,923
12,648
953,226
937,043
9
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
1,033
2,195
Corporation tax
6,764
-
0
Other taxation and social security
977,004
2,332,765
Other creditors
570,884
550,438
Accruals and deferred income
883,232
832,051
2,438,917
3,717,449
UMBRELLCO UK LTD
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2024
20
10
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
1,587,877
3,314,741

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

11
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
100
100
100
100
12
Related party transactions
Balances with related parties

The following amounts were outstanding at the reporting end date. The amounts were interest free and repayable upon demand:

Amounts owed by
Amounts owed to
related parties
related parties
2024
2023
2024
2023
£
£
£
£
Group entities
35,256
-
0
57,669
307,337
13
Ultimate controlling party

The company's immediate parent company is Darbayne Group Limited, a company registered in England & Wales.

 

In October 2024, after the year end, the entire share capital of Darbayne Group Limited was acquired by Magi Group Limited.

 

In July 2025, after the year end, the entire share capital of Magi Group Limited was acquired by Omnia Payroll Limited. From this date the ultimate parent company is Omnia Payroll Limited, a company registered in England & Wales

UMBRELLCO UK LTD
MANAGEMENT INFORMATION
FOR THE YEAR ENDED 31 JULY 2024
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