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Registered number: 13740660
UBT HOLDINGS LTD
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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UBT HOLDINGS LTD
COMPANY INFORMATION
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Level 5, 1 Finsbury Square
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Chartered Accountants & Statutory Auditor
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UBT HOLDINGS LTD
CONTENTS
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Independent Auditors' Report
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Consolidated Statement of Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Consolidated Analysis of Net Debt
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Notes to the Financial Statements
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UBT HOLDINGS LTD
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present their strategic report of the company and the group for the year ended 31 December 2024.
The group made a profit after tax of £1,157,929 (2023: loss of £232,987). This loss is after charitable donations, made by the subsidiary company, of £22,200,050 (2023: £27,803,039) and amortisation of goodwill and negative goodwill on consolidation of £590,280 (2023: £421,980).
One major element of success for the group is the enthusiasm and commitment of the various employees throughout the business which in turn enables the business to maximise its returns. The group has, as a result, been in a position to generously contribute to various charities to assist them in carrying out their charitable purposes. Gratitude is also due to several hundred part-time sales personnel working on an unpaid voluntary basis.
The group has widespread interests and is involved in the sale of products and services as well as obtaining commissions from manufacturers for promotional marketing of their products. The Directors, coupled with the vendor management team, will continue to look for opportunities which will further the development of the group.
It is important to note that the group made charitable donations of £22,200,050 (2023: £27,803,039) during the year, continuing the aims of the group to contribute to charitable causes where it can. This also demonstrates the high profitability of the group through the efficient operations carried on throughout the year.
Further details of the group financial results are demonstrated in the financial key performance indicators section below.
Development and performance
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Sales achieved during the year as a group totalled £108,348,578, which represents a strong performance continuing the positive position achieved the previous year, whereby sales achieved were £103,949,357 for the year 1 January 2023 to 31 December 2023.
Profit for the year totalled £1,157,929. This was after the payment of charitable donations of £22,200,050 in the financial year and amortisation of goodwill and negative goodwill on consolidation of £590,280. In effect, profit for the year for the group, excluding charitable donations and amortisation of goodwill and negative goodwill on consolidation, was therefore £23,948,259. This represented a strong performance in the year following on from the previous period whereby losses after tax for the group were £232,987. Profit for the period to 31 December 2023, excluding charitable donations of £27,803,039, and amortisation of goodwill on consolidation of £421,980 was £27,992,032. In addition, management have continued their emphasis on managing costs across the group.
Principal risks and uncertainties
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Due to the nature of its business, the group is exposed to a number of key risks which are aligned with those in the general economic environment. The Directors review the activities of the group on a regular basis to ensure that the level of risk to which the group is exposed is maintained at a low level.
Financial key performance indicators
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The group's key performance indicators centre on achieving maximum sales and profits. The group is managed on a departmental basis with key personnel appointed in positions to supervise the running of each department. Each department head is then tasked with focussing on achieving agreed sales and profit targets.
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UBT HOLDINGS LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Non-financial key performance indicators
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Net Promoter Score (NPS) is a common metric used in customer experience programs. An NPS score measures customer loyalty by looking at their likelihood of recommending a given business.
We start with asking customers each week 'On a scale of 0-10, how satisfied were you with your experience from Customer Care?'
• A score between 0-6 is classed as detractors - A customer not happy with UBT
• Between 7-8 are classed as passives - A neutral customer
• Between 9-10 are classed a promoters - A loyal customer
To calculate the Net Promoter Score, you subtract the percentage of detractors from the percentage of promoters, divided by the total number of responses, x 100 to get a percentage. (The percentage of passives is not used in the Net Promoter Score formula).
For the year ended 31 December 2024 the NPS target was 78 and the UBT (EU) Ltd's result was 83.7. This was an excellent result for the year and much higher than the industry standard of 54.2.
Employee Net Promoter Score (eNPS)
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The Employee Net Promoter Score, or eNPS, is a tool used to measure the likelihood the group's employees are to recommend an organisation as a good place to work.
At UBT, eNPS is tracked using the OfficeVibe platform, an independent and anonymous survey tool.
Why is eNPS so important?:
• Strong eNPS = happy employees = happy customers = good for business;
• Greater retention, means less disruption;
• Better access to great talent;
• Put in that extra effort to achieve individual objectives;
• The eNPS gives an accurate indication of employee experience throughout our entire organisation.
The target for 2023 was to achieve a rating of > 60% based on survey questions posed on Office Vibe on a scale of 0-10 (0% representing a negative opinion of employees and 100% being a positive opinion of employees). As at the end of December 2023 we achieved 63% which exceeded the goals set with the aim to continue improving into 2024. A score of 50-70% is considered 'Excellent' in the industry.
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UBT HOLDINGS LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
From the perspective of the Board of Directors, the matters that it is responsible for considering under Section 172 (1) of the Companies Act 2006 ('s172'} have been considered to an appropriate extent by the Board. As required by s172 of the Companies Act, a Director of a company must act in the way he or she considers, in good faith, would likely promote the success of the company and group for the benefit of shareholders, whilst also considering the impact of such decisions on the wider stakeholder group. We have placed as a high goal to be collaborative with all stakeholder groups including customers, investors, employees, suppliers and regulators, listening to feedback and being open to change. In doing so, the board has had regard, amongst others, to the following issues:
• Likely consequences of any decisions in the long term;
• Interests of the group's employees;
• Need to foster the group's business relationships with suppliers/customers and others;
• Impact of the group's operations on the community and environment;
• Reputation for high standards of business conduct;
• The need to act fairly between members of the group.
Likely consequences of any decisions in long term
The Directors' report and strategic report sets out the group's performance for the year and the impact of principal risks which the group faces in the future. The Directors meet regularly to discuss decisions both in the short term and long term, taking into account these risks. The consequences of these decisions are evaluated based on risk profile to ensure only viable opportunities are taken on.
Interests of the group's employees
The Board considers our employees to be our greatest asset and the interests of our employees are always taken into consideration in the decisions that are made. Each month we conduct employee satisfaction surveys to obtain the views of our employees and then act on the feedback given. It is important that their views are heard and respected so that we can work more effectively as a team. The group is committed to being a responsible employer and aims to provide its employees with a safe and professional working environment. Employees are central to the long term success of the group, and investment is made in their training to enable them to develop and grow their skills and keep motivated.
Need to foster the group's business relationships with suppliers, customers and others
For our business to succeed we need to maintain strong client relationships. Each customer has a dedicated account manager and point of contact to ensure the highest standard of service is provided on all our sales. Our customer services team work diligently to ensure prompt responses to customer queries. The group has undertaken to rename our teams to put the title 'Customer First' before each area to emphasize the importance of customer relationships.
Our purchasing team interact with all our suppliers on a regular basis to maintain a robust supply chain and therefore allow for positive trading relationships. We always aim to have a fair working relationship with our suppliers and ensure that payments are made as agreed under the trading terms of the group so that the trust in our business relationship is high.
Impact of the group's operations on the community and environment
The group takes its responsibility within the community and wider environment seriously. The environmental impact of the group's operations is being considered on a regular basis with the aim to reduce the levels of carbon dioxide emissions, whilst also looking for efficiencies in distribution of goods.
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UBT HOLDINGS LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Reputation for high standards of business conduct
As part of the goals and vision implemented in 2021, as per our all-staff handbook, we stated: 'Our vision depends on us to do the right things at the right time in the right way.' We work to ensure high standards are maintained in all relationships, both internal and external. As the Board of Directors, our intention is to behave responsibly and ensure that management operate the business in a responsible manner, operating within the high standards of business conduct and good governance expected for a business such as ours. Where there is a need to seek advice on a particular issue, the Board will consult nominated specialist advisors to ensure that its reputation for good business conduct is maintained.
The need to act fairly between members of the group
As the Board of Directors, our intention is to behave responsibly towards our shareholders and treat them fairly and equally. As part of our wider strategy, we are committed to openly engaging with our shareholders as we recognise the importance of continued effective dialogue across the whole group. This maintains high corporate governance standards and ensures we maximise returns to enable achievement of our objectives and aims.
This report was approved by the board and signed on its behalf.
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UBT HOLDINGS LTD
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors present their report and the financial statements of the company and of the group for the year ended 31 December 2024.
Directors' responsibilities statement
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The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
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 the Group and to 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.
The principal activity of the company is that of a holding company. The principal activity of the group during the period was the sale of goods and the supply of services in the areas of, primarily, business advisory, business supplier rebates, insurance brokerage, telecoms resellers, booking and management of flights and information technology sales.
The profit for the year, after taxation and minority interests, amounted to £1,091,146 (2023: loss £232,987). This profit is after an amortisation charge of goodwill and negative goodwill on consolidation of £590,280 (2023: £421,980).
No dividends will be distributed for the year ended 31 December 2024 (2023: £Nil).
Donations totalling £22,200,050 were made by UBT (EU) Ltd, the subsidiary company, in the year ended 31 December 2024 (2023: £27,803,039).
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UBT HOLDINGS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The Directors who served during the year and up to the date of signing of this report were:
The group intends to continue its current activities and, where considered appropriate, will seek to expand the range of goods and services offered.
The following summarises the group's identified forms of financial and risk management policies:
• Price risk - Prices of goods and services purchased are subject to contracts with suppliers based on
existing market prices generally. Payroll cost charges are subject to the annual salary review process.
• Credit risk - the group ensures that the vetting process for customers is robust and adhered to, including
credit checking where necessary. Trade debtors are closely monitored on an ongoing basis, reducing the
exposure to minimal levels. Trade debtors are contacted frequently by the group's credit control team to
ensure any issues are flagged up immediately.
• Liquidity and cash flow risk - The Directors regularly review the group's performance and cash flow,
together with forecasts, buying and stock requirements. They consider the group has adequate headroom
for the foreseeable future, ensuring adequate reserves are in place at all times.
The Directors have a risk management policy which encompasses:
• Monthly review of risks faced by the group which is reviewed by the legal team and management prior to
submission to the Directors to review.
• The establishment of systems and procedures across the group to mitigate those risks identified, and,
• The implementation of procedures designed to minimise any potential impact on the group should those
risks identified materialise.
Engagement with suppliers, customers and others
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For the group to succeed we need to maintain strong business relationships with suppliers, customers and other relevant third parties. Each customer has a dedicated account manager and point of contact to ensure the highest standard of service is provided on all our sales. Our customer services team work diligently to ensure prompt responses to customer queries. The group has undertaken to rename our Office teams to put the title 'Customer First' before each area to emphasize the importance of customer relationships. In addition, we have set non-financial KPls which are monitored on a monthly basis, particularly focussing on customer satisfaction. More detail regarding these non-financial KPls are contained in the strategic report.
Our purchasing team interact with all our suppliers on a regular basis to maintain a robust supply chain and therefore allow for positive trading relationships. We always aim to have a fair working relationship with our suppliers and ensure that payments are made as agreed under the trading terms of the group so that the trust in our business relationship is high.
Further details are covered in the strategic report regarding business relationships under the s172 Statement.
Qualifying third party indemnity provisions
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The Group maintains qualifying third-party indemnity insurance for all Directors. These insurances were in force throughout 2024 and continue in 2025.
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UBT HOLDINGS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Greenhouse gas emissions, energy consumption and energy efficiency action
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The Group's greenhouse gas emissions and energy consumption are as follows:
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UK energy use: petrol and diesel (litres)
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UK energy use: electricity and gas (kWh)
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Associated greenhouse gas emissions (Tonnes of CO2e equivalent)
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Intensity ratio based on tonnes of CO2e per employee
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The increase in electricity and gas usage was primarily due to more time spent at work in 2024 post-covid, significant employee numbers increase for UBT (EU) and the significant additional usage at the new office at 1 Finsbury Square, London.
UK energy use covers electricity, gas, and motor vehicle fuel. Associated greenhouse gases have been calculated using the GOV.UK website at https://www.gov.uk/governmenUpublications /greenhouse-gas-reporting- conversion-factors-2024, whereby the usage has been converted to tonnes of CO2e using the appropriate conversion rates as stipulated.
In the year the group took the following actions to adopt energy efficiency and awareness of the environmental
impact of energy usage:
• Continued to maintain solar panels across UBT (EU) Ltd's main office roof which have minimised the cost
of purchased electricity and the impact on the environment.
• Promoted the use of electric vehicles for employees who receive the benefit of a company vehicle and
incentivising those employees who choose electric vehicles. It has resulted in an increase in the use of
electric vehicles in 2024.
• Allowed hybrid working conditions, although with more time in the office than in previous years as we have
emerged from Covid conditions. Also, the employee numbers have significantly increased year on year.
This has led to an increase from 2023 per the Usage report above, but less than it would have been
without any hybrid conditions.
• Planting of new trees and plants at UBT (EU) Ltd's main office.
Matters covered in the Group Strategic Report
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Under s414C (11), the strategic report contains a fair review of the business; the principal risks and uncertainties faced by the business; and the key financial and non-financial performance indicators as considered by the Board of Directors. This information is therefore excluded from the Directors' report.
Disclosure of information to auditors
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Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and
∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
Post balance sheet events
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There have been no significant events affecting the Group since the year end.
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UBT HOLDINGS LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
The auditors, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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UBT HOLDINGS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UBT HOLDINGS LTD
Opinion
We have audited the financial statements of UBT Holdings Ltd (the ‘parent Company’) and its subsidiaries (the 'Group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Income and Retained Earnings, the Consolidated and Company Statements of Financial Position, the Consolidated Statement of Cash Flows and 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 FRS 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 Company’s affairs as at 31 December 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 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 and financial statements, 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.
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UBT HOLDINGS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UBT HOLDINGS LTD
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 the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In 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 Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of Directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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 intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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UBT HOLDINGS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UBT HOLDINGS LTD
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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
Based on our understanding of the Group and the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation and anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.
In addition, we evaluated the Directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut-off assertion), and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the Directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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UBT HOLDINGS LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UBT HOLDINGS LTD
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 auditor’s report.
Use of the audit report
This report is made solely to the Company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body for our audit work, for this report, or for the opinions we have formed.
Elisa Howe (Senior statutory auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
2 Chamberlain Square
Birmingham
B3 3AX
30 September 2025
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UBT HOLDINGS LTD
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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Share of profit of associates
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Total operating profit/(loss)
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Amounts written off investments
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit/(loss) before taxation
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Profit/(loss) for the financial year
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Profit/(loss) for the year attributable to:
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Non-controlling interests
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Owners of the parent Company
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There was no other comprehensive income for 2024 (2023: £Nil).
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The notes on pages 21 to 46 form part of these financial statements.
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UBT HOLDINGS LTD
REGISTERED NUMBER: 13740660
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Equity attributable to owners of the parent Company
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Non-controlling interests
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 21 to 46 form part of these financial statements.
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UBT HOLDINGS LTD
REGISTERED NUMBER: 13740660
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Total assets less current liabilities
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As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and notes as it prepares group accounts. The company's loss for the year was £4,379 (2023: loss of £7,847).
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 21 to 46 form part of these financial statements.
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UBT HOLDINGS LTD
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Equity attributable to owners of parent Company
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Non-controlling interests
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Comprehensive income for the year
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Total comprehensive income for the year
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Total transactions with owners
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Acquisition of non-controlling interest
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Total transactions with owners
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The notes on pages 21 to 46 form part of these financial statements.
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UBT HOLDINGS LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Comprehensive income for the year
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Total comprehensive income for the year
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 21 to 46 form part of these financial statements.
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UBT HOLDINGS LTD
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
Cash flows from operating activities
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Profit/(loss) for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Loss on disposal of tangible assets
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Share of operating (loss) in associates
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Corporation tax received/(paid)
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Sale of fixed asset investments
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Disposal of share in associates
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Dividends received from associate
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Purchase of subsidiaries (net of cash acquired)
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Net cash from investing activities
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Cash flows from financing activities
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Net cash used in financing activities
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Net (decrease) in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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UBT HOLDINGS LTD
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Cash and cash equivalents at the end of year comprise:
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The notes on pages 21 to 46 form part of these financial statements.
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UBT HOLDINGS LTD
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2024
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Acquisition and disposal of subsidiaries
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The notes on pages 21 to 46 form part of these financial statements.
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UBT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
UBT Holdings Ltd is a private company limited by shares, incorporated and domiciled in the United Kingdom. The address of its registered office is Level 5, 1 Finsbury Square, London, EC2A 1AE. The Company is registered at Companies House England and Wales. Its registered number is 13740660.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
For each associate, the equity method has been used, bringing in the group's share of the associate's results. In the consolidated statement of income and retained earnings, any dividend income received from the associate is replaced by bringing in one line that shows the parent's share of the associate's profits.
The Group has cash resources and has no requirement for external funding except where opportunities arise in the short term for returns whereby at certain times external funding may be required to take advantage of these. The Directors have reviewed the group's finances which confirms that the group has adequate cash resources to continue in operational existence for the foreseeable future. The Directors believe that there are no material uncertainties that call into doubt the group's and company's ability to continue as a going concern. These accounts have therefore been prepared on the basis that the Group and the Company are a going concern.
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UBT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is Sterling. The financial statements are rounded to the nearest £.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:
Sale of goods
Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of turnover can be measured reliably;
∙it is probable that the Group will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of turnover can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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UBT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The group sells goods and services in a variety of trading activities. Turnover is recognised on despatch of the goods to the customer, or in respect of services, when the delivery of services is completed. Where the group offers subscriptions to publications, this income is accounted for when the goods are supplied. The group also receives commissions and rebates from various suppliers of goods and services. This turnover is recognised in the period that the goods and services are supplied.
Insurance commission is recognised at the date of inception of the policy. The amount recognised is the total brokerage due to the group less an overall provision for unearned commission.
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to the Statement of Income and Retained Earnings on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Interest income is recognised in Statement of Income and Retained Earnings using the effective interest method.
Finance costs are charged to Statement of Income and Retained Earnings over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in Statement of Income and Retained Earnings when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
Redundancy and termination costs are accounted for on an accruals basis when the commitment to terminate a post on the grounds of redundancy has been made.
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UBT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Tax is recognised in Statement of Income and Retained Earnings except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
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UBT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.
Depreciation is provided on the following basis:
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over 10 - 15 years straight-line
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Communications (telecoms) equipment
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over 2 - 3 years straight-line
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over 3 - 4 years straight-line
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over 3 years straight-line
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in Statement of Income and Retained Earnings.
Investments in subsidiaries are measured at cost less accumulated impairment.
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Associates and joint ventures
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An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.
An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated Statement of Comprehensive Income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated Statement of Financial Position, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.
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UBT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in Statement of Income and Retained Earnings.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
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UBT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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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 Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
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UBT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Judgements in applying accounting policies and key sources of estimation uncertainty
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Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The items in the financial statements where these estimates and judgements have been made include the following:
Useful economic lives of tangible fixed assets
The annual depreciation charge for the tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation, and the physical condition of the assets. See note 14 for the carrying amount of the fixed assets and note 2.13 above for the useful lives for each class of assets.
Stock provisioning
It is necessary to consider the recoverability of the cost of finished goods and the associated provisioning required. When calculating the stock provision, management considers the nature and condition of the stock, as well as applying assumptions around anticipated saleability of finished goods. See note 16 for the net carrying amount of the stock and the associated provision.
Impairment of debtors
The companies within the group make an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience. See note 17 for the net carrying amount of the debtors and associated impairment provision.
Investments in subsidiaries and associated companies
Investments in subsidiaries and associated companies are stated at cost less accumulated impairment losses in the company's and group's balance sheet. Investments in subsidiaries are subject to impairment reviews based on whether current or future events and circumstances suggest that their recoverable amount may be less than their carrying value. Management have determined that no impairment is required in the current year.
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UBT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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An analysis of turnover by class of business is as follows:
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Analysis of turnover by country of destination:
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UBT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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The operating profit/(loss) is stated after charging/(crediting):
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Depreciation - owned assets
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Negative goodwill amortisation
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Other operating lease rentals - land and buildings
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Other operating lease rentals - other
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Loss on disposal of fixed assets
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During the year, the Group obtained the following services from the Company's auditors and their associates:
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Fees payable to the Company's auditors in respect of:
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Audit of the parent company and consolidated financial statements
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Audit of the subsidiary's financial statements
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All non-audit services not included above
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UBT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Staff costs were as follows:
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Cost of defined contribution scheme
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The key management personnel, employed by UBT (EU) Ltd, received remuneration of £3,039,786 during the year ended 31 December 2024 (2023: £2,133,898).
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The average monthly number of employees, including the Directors, during the year was as follows:
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The Company has no employees other than the Directors, who did not receive any remuneration (2023: Nil) due to their role being inconsequential to their wider role within the group.
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Interest payable and similar expenses
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UBT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Current tax on profits for the year
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2023 - higher than) the standard rate of corporation tax in the UK of25% (2023 -25%). The differences are explained below:
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Profit/(loss) on ordinary activities before tax
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Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 25%)
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Non-tax deductible amortisation of goodwill and impairment
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Expenses not deductible for tax purposes
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Capital allowances for year in excess of depreciation
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Adjustments to tax charge in respect of prior periods - corporation tax
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Adjustments to tax charge in respect of prior periods - deferred tax
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Movement in deferred tax not recognised
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Exempt ABGH distributions
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Other differences leading to an increase (decrease) in the tax charge
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Total tax charge for the year
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UBT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
11.Taxation (continued)
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
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During the year, the group made charitable donations of £22,200,050 to various registered charities in the UK. The breakdown of these donations paid were as follows:
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National Assistance Fund (Charity Reg. No. 1181336)
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The Grace Trust (Charity Reg. No. 257516)
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UBT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Charge for the year on owned assets
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Goodwill at a cost of £4,219,798 is recognised as a result of the acquisition of subsidiary UBT (EU) Ltd by UBT Holdings Ltd on 30 June 2022 and is being amortised over 10 years. The net book value at 31 December 2024 was £3,164,848 (2023: £3,586,828).
Goodwill at a cost of £1,701,911 was generated on the acquisition of the trade and assets of Milburn Insurance Brokers (a division of Towergate Underwriting) by UBT (EU) Ltd on 1 November 2020 and is being amortised over 10 years. The net book value at 31 December 2024 was £992,781 (2023: £1,162,972).
Negative goodwill has been recognised as a result of the acquisition of subsidiary UBT Accountants Ltd by UBT (EU) Ltd on 28 November 2024 and is being amortised over 10 years. Please refer to note 25 for further details on the acquisition.
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UBT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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On acquisition of subsidiaries
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Charge for the year on owned assets
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On acquisition of subsidiaries
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The net book value of land and buildings may be further analysed as follows:
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UBT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Investments in subsidiary companies
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Investments in associates
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The transfer between classes relates to the step acquisition of UBT Accountants Ltd on 28 November 2024 where the group now has a 55% controlling interest in the company.
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Investments in subsidiary companies
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UBT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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The following were subsidiary undertakings of the Company:
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The Precinct, Poseidon Way, Warwick, Warwickshire, CV34 6BY
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Sale of goods and supply of services in a variety of trading activities
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The Precinct, 1 Finsbury Square, London, EC2A 1AE
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The Precinct, Poseidon Way, Warwick, Warwickshire, CV34 6BY
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Office administrative services
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*Shares held indirectly.
On 16 December 2024, UBT (EU) Ltd incorporated a new 100% owned subsidiary, UBT Services UK Ltd.
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The aggregate of the share capital and reserves as at 31 December 2024 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
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Aggregate of share capital and reserves
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Finished goods and goods for resale
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Stocks are stated after provisions for impairment of £7,768 (2023: £Nil).
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UBT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Insurance premiums receivable
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Prepayments and accrued income
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Trade debtors are stated after provision for impairment of £65,726 (2023: £106,377).
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Cash and cash equivalents
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UBT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and sundry creditors
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Insurance premiums payable
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Amounts owed to group undertakings are unsecured, interest-free and repayable on demand.
Other loans due within one year are unsecured. Interest is charged on the loans and ranges from the Bank of England base rate of 5.25% to the base rate plus 1%.
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Creditors: Amounts falling due after more than one year
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Other loans due after more than one year are unsecured. Interest is charged on the loans and ranges from the Bank of England base rate of 5.25% to the base rate plus 1%.
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UBT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-5 years
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Financial assets measured at fair value through profit or loss
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Financial assets measured at amortised cost
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Financial liabilities measured at amortised cost
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Financial assets measured at fair value through profit or loss comprise cash at bank and in hand.
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Financial assets measured at amortised cost comprise trade debtors and other debtors.
Financial liabilities measured at amortised cost comprise other loans, trade creditors, amounts owed to group undertakings and accruals and other creditors.
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UBT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Allotted, called up and fully paid
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100 (2023 - 100) Ordinary shares of £0.01 each
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The share capital represents the nominal value of shares that have been issued.
All shares issued are non-redeemable and rank equally in terms of (a) voting rights (one vote for each share), (b) rights to participate in all approved dividend distributions and (c) rights to participate in any capital distribution on winding up.
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Profit and loss account
Includes all current and prior year retained profits or losses.
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UBT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
On 28 November 2024 the Group acquired a controlling stake in UBT Accountants Ltd via a step acquisition, taking their previous investment stake of 45% to 55%. On 16 December 2024 the Group incorporated the 100% owned subsidiary UBT Services UK Ltd. Management were satisfied that there were no separable intangibles that met the recognition criteria of section 18 of FRS 102. The fair value of the assets and liabilities acquired were assessed to be the same as the book value at the point of acquisition.
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Acquisition of UBT Accountants Ltd
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Recognised amounts of identifiable assets acquired and liabilities assumed
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Total Identifiable net assets
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Non-controlling interests
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Total purchase consideration
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Cash consideration in the current year
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Cash consideration in previous years
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Total purchase consideration
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UBT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
25.Business combinations (continued)
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Cash outflow on acquisition
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Purchase consideration settled in cash, as above
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Less: Cash and cash equivalents acquired
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Net cash outflow on acquisition
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The results of UBT Accountants Ltd since acquisition are as follows:
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Current period since acquisition
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Profit for the period since acquisition
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The group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the group in an independently administered fund.
The pension cost charge represents contributions payable by the group to the fund and amounted to £406,551 (2023: £348,286).
Contributions totalling £76,983 (2023: £124,237) were payable to the fund at the reporting date and are included in creditors.
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UBT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Commitments under operating leases
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At 31 December 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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Later than 1 year and not later than 5 years
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At 31 December 2024 the Group had a minimum spend target with a supplier of £4,300,000 for the period of 1 August 2024 to 1 August 2026. If the Group does not meet this minimum spend target, they are required under the terms of the agreement to make up the shortfall of the actual amount spent compared to the target spend.
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UBT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
|
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Related party transactions
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Included in 'Other loans' in Note 19 is a loan of £950,000 (2023: £1,500,000) owing to Stephen Turner. He is a Director and shareholder of both UBT Rockbridge Limited and UBT Gateway Limited. The companies are Trustees of the ultimate parent undertaking of UBT, UBT Corporate Discretionary Trust.
Also Included in 'Other loans' in Note 19 is a loan of £Nil (2023: £1,000,000) owing to Atwood Properties Limited Luke Robertson is a Director of both Atwood Properties Limited and UBT (EU) Ltd.
Also included in 'Other loans' in Notes 19 and 20 is a loan of £450,000 (2023: £Nil) owing to The Tradelink International Group Limited. Peter Wheatcroft is a director of both The Tradelink International Group Limited and UBT (EU) Ltd.
Also included in 'Other loans' in Note 19 is a loan of £1,000,000 (2023: £Nil) owing to Stand By Fire Protection Limited. Neil Hardwick is a director of both Stand By Fire Protection Limited and UBT (EU) Ltd.
Group companies not 100% owned
During the year, UBT (EU) Limited made sales of £318,849 (2023: £26,365) to and purchases of £173,774 (2023: £140,748) from UBT Accountants Ltd, a company under UBT (EU) Limited's control. At the year end UBT (EU) Limited was due £65,022 (2023: £16,699) from and owed £62,940 (2023:£4,455) to UBT Accountants Ltd.
Directors and companies with mutual directors
During the year the Directors of UBT (EU) Limited have purchased goods and services totaling £9,656 (2023: £58,822) from and sold goods and services of £1,076 (2023: £228,444) to UBT (EU) Ltd in their ordinary course of business. Included in trade debtors at 31 December 2024 are amounts owing of £155 by the Directors (2023: £93). Included in trade creditors at 31 December 2024 are amounts owed of £4,058 to the Directors (2023: £10,002).
During the year companies with mutual directors to UBT (EU) Limited have purchased goods and services totaling £622,660 (2023: £627,205) from and sold goods and services of £2,855,344 (2023: £260,865) to UBT (EU) Ltd in their ordinary course of business. Included in trade debtors at 31 December 2024 are amounts owing of £99,799 (2023: £62,439). Included in trade creditors at 31 December 2024 are amounts owed of £27,237 to the Directors (2023: £3,840).
Directors and shareholders of the trustee companies of the ultimate parent
During the year the directors and shareholders of the trustee companies of the ultimate parent have purchased goods and services totaling £288,262 (2023: £52,553) from and sold goods and services of £Nil (2023: £14,314) to UBT (EU) Ltd in their ordinary course of business. Included in trade debtors at 31 December 2024 are amounts owing of £120,007 by the Directors (2023: £72). Included in trade creditors at 31 December 2024 are amounts owed of £Nil to the Directors (2023: £2,000).
Directors of the immediate parent company
During the year the directors of the immediate parent company have purchased goods and services totaling £603,205 (2023: £737,723) from and sold goods and services of £20,367 (2023: £10,727) to UBT (EU) Ltd in their ordinary course of business. Included in trade debtors at 31 December 2024 are amounts owing of £114,837 by the Directors (2023: £97,340). Included in trade creditors at 31 December 2024 are amounts owed of £1,673 to the Directors (2023: £1,003).
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Post balance sheet events
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There have been no significant events affecting the Group since the year end.
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UBT HOLDINGS LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The ultimate parent undertaking is UBT Corporate Discretionary Trust.
The Trustees of UBT Corporate Discretionary Trust are UBT Rockbridge Limited and UBT Gateway Limited, both companies registered and incorporated in England and Wales.
In the opinion of the directors, there is no single ultimate controlling party.
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