REGISTERED NUMBER: 03948230 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025

FOR

THE UMBRELLA COMPANY (SHEAF) LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Income and Retained Earnings

8

Balance Sheet

9

Notes to the Financial Statements

10

DIRECTORS:

S Reeve

J D Fields

R P Brown

SECRETARY:

REGISTERED OFFICE:

Portland Business Park

Richmond Park Road

Handsworth

Sheffield

South Yorkshire

S13 8HS

REGISTERED NUMBER:

03948230 (England and Wales)

AUDITORS:

Hollis and Co Limited

Chartered Accountants

Statutory Auditor

35 Wilkinson Street

Sheffield

South Yorkshire

S10 2GB

BANKERS:

HSBC Bank Plc

Carmel House

49-63 Fargate

Sheffield

South Yorkshire

S1 2HD

The directors present their strategic report for the year ended 31 March 2025.

REVIEW OF BUSINESS

The results for the period and financial position of the company are as shown in the annexed financial statements.

For the year ended 31st March 2025, the company achieved a profit before tax of £534,778 (2024 -£969,122) on turnover of £7,053,010 (2024 -£7,221,841). Sales are down by 2 % on the previous year. The gross profit percentage achieved is 33% compared with 34% in the previous period.. Overall the directors are very satisfied with the performance of the company during this period.

Next year will remain competitive.

PRINCIPAL RISKS AND UNCERTAINTIES

All major customers are covered by credit insurance.

Competitive pressure is a continuing risk which requires the company to produce high quality and affordable products to its loyal customers. Trading conditions continue to be uncertain and economic growth remains weak but we will seek to maintain the company's competitiveness and indeed improve its market share.

The company is exposed to fluctuations of both the US Dollar and Euro currencies and the directors seek to mitigate potential losses that may be incurred.

Under the current economic climate, maintaining cashflow is paramount and this will be monitored closely to ensure cashflows are sufficient to enable the company to meet its obligations.

KEY PERFORMANCE INDICATORS

The directors consider EBITDA as the principle KPI used to measure overall company performance and this has decreased from £1,144k to £696k in 2025.

Other company key financial performance indicators during the period are as follows:

2025

2024

Gross Profit as a percentage of turnover

33%

34%

Operating profit as a percentage of turnover

8%

14%

FUTURE DEVELOPMENTS

The directors will continue to provide high quality and affordable products for its customers at a competitive price.

ON BEHALF OF THE BOARD:

S Reeve - Director

19 December 2025

The directors present their report with the financial statements of the company for the year ended 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the manufacture and sale of promotional umbrellas.

DIVIDENDS

An interim dividend of £138.90 per share on the 'A' Ordinary £1 shares was paid on 11 December 2024. The directors recommend that no final dividend be paid on these shares.

No interim dividend was paid on the 'B' Ordinary £1 shares. The directors recommend that no final dividend be paid on these shares.

No interim dividend was paid on the 'C' Ordinary £0.01 shares. The directors recommend that no final dividend be paid on these shares.

The total distribution of dividends for the year ended 31 March 2025 will be £ 1,250,100 .

RESEARCH AND DEVELOPMENT

During the year, the company continued to reinvest in the research and development of new and innovative processes to gain a competitive advantage in new and existing markets.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

S Reeve

J D Fields

Other changes in directors holding office are as follows:

Mrs J Herring - resigned 20 January 2025

R P Brown - appointed 21 February 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Hollis and Co Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S Reeve - Director

19 December 2025

Opinion

We have audited the financial statements of The Umbrella Company (Sheaf) Limited (the 'company') for the year ended 31 March 2025 which comprise the Statement of Income and Retained Earnings, Balance Sheet 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 Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, 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 Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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

We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- Enquiry of management, those charged with governance and the entity's in-house legal team around actual and potential litigation and claims;

- Enquiry of entity staff in tax and compliance functions to identify any instances of non-compliance with laws and regulations;

- Reviewing minutes of meetings of those charged with governance;

- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

- Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the further that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Peter Hollis (Senior Statutory Auditor)

for and on behalf of Hollis and Co Limited

Chartered Accountants

Statutory Auditor

35 Wilkinson Street

Sheffield

South Yorkshire

S10 2GB

22 December 2025

TURNOVER

4

7,053,010

7,221,841

Cost of sales

4,723,072

4,756,521

GROSS PROFIT

2,329,938

2,465,320

Distribution costs

189,778

259,152

Administrative expenses

1,542,955

1,176,550

1,732,733

1,435,702

OPERATING PROFIT

6

597,205

1,029,618

Interest payable and similar expenses

7

62,427

60,496

PROFIT BEFORE TAXATION

534,778

969,122

Tax on profit

8

123,553

238,403

PROFIT FOR THE FINANCIAL YEAR

411,225

730,719

Retained earnings at beginning of year

6,625,807

6,395,088

Dividends

9

(1,250,100

)

(500,000

)

RETAINED EARNINGS AT END OF YEAR

5,786,932

6,625,807

FIXED ASSETS

Tangible assets

10

121,668

106,967

CURRENT ASSETS

Stocks

11

637,797

778,431

Debtors

12

6,321,318

7,300,087

Cash at bank and in hand

321,296

389,550

7,280,411

8,468,068

CREDITORS

Amounts falling due within one year

13

1,479,729

1,817,485

NET CURRENT ASSETS

5,800,682

6,650,583

TOTAL ASSETS LESS CURRENT LIABILITIES

5,922,350

6,757,550

PROVISIONS FOR LIABILITIES

16

125,417

121,742

NET ASSETS

5,796,933

6,635,808

CAPITAL AND RESERVES

Called up share capital

17

10,001

10,001

Retained earnings

18

5,786,932

6,625,807

SHAREHOLDERS' FUNDS

5,796,933

6,635,808

The financial statements were approved by the Board of Directors and authorised for issue on 19 December 2025 and were signed on its behalf by:

J D Fields - Director

1.	STATUTORY INFORMATION

The Umbrella Company (Sheaf) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

The figures in the financial statements are rounded to the nearest £.

These financial statements cover the entity as an individual company.

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Significant judgements and estimates

- Key sources of estimation uncertainty.

The Company believes that there are no areas of material estimation uncertainty which affect the financial statements.

- Critical accounting judgements in applying the Company's accounting policies.

The Company believes that the major judgements applied are:

- The use of the going concern principle which is based on the belief that the company will have adequate resources to continue in operational existence for the foreseeable future.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Short leasehold

-

25% on cost

Plant and machinery

-

15% on reducing balance

Fixtures and fittings

-

20% on reducing balance

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Financial instruments

Debtors and creditors receivable / payable within one year

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses.

Loans and borrowings

Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment. If an arrangement constitutes a finance transaction it is measured at present value.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

4.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2025

2024

£

£

Sale of goods

7,053,010

7,221,841

7,053,010

7,221,841

An analysis of turnover by geographical market is given below:

2025

2024

£

£

United Kingdom

7,041,537

7,185,924

Europe

11,473

35,917

7,053,010

7,221,841

5.	EMPLOYEES AND DIRECTORS

2025

2024

£

£

Wages and salaries

1,954,611

1,588,609

Social security costs

190,251

143,147

Other pension costs

41,149

38,154

2,186,011

1,769,910

The average number of employees during the year was as follows:

2025

2024

Production

52

43

Administration

13

14

Directors

3

3

68

60

2025

2024

£

£

Directors' remuneration

402,971

183,896

Information regarding the highest paid director for the year ended 31 March 2025 is as follows:

2025

£

Emoluments etc

227,846

6.	OPERATING PROFIT

The operating profit is stated after charging:

2025

2024

£

£

Other operating leases

28,882

33,545

Depreciation - owned assets

22,716

20,309

Auditors remuneration - audit of the company

3,500

3,500

Auditors remuneration - audit of other group entities

3,250

3,250

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

2025

2024

£

£

Bank interest

43

1,742

Invoice finance interest

62,384

58,754

62,427

60,496

8.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2025

2024

£

£

Current tax:

UK corporation tax

119,878

242,896

Deferred tax - timing difference

3,675

(4,493

)

Tax on profit

123,553

238,403

UK corporation tax has been charged at 25% (2024 - 25%).

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2025

2024

£

£

Profit before tax

534,778

969,122

Profit multiplied by the standard rate of corporation tax in the UK of 25% (2024 - 25%)

133,695

242,281

Effects of:

Expenses not deductible for tax purposes

2,131

1,416

Capital allowances in excess of depreciation

(3,645

)

-

Depreciation in excess of capital allowances

-

4,493

Non trading loan relationship losses

(12,558

)

(5,485

)

Deferred tax release

3,675

(4,493

)

Expensive leased cars deduction

255

191

Total tax charge

123,553

238,403

9.

DIVIDENDS

2025

2024

£

£

'A' Ordinary shares of £1 each

Interim

1,250,100

500,000

10.	TANGIBLE FIXED ASSETS

Fixtures

Short

Plant and

and

leasehold

machinery

fittings

Totals

£

£

£

£

COST

At 1 April 2024

14,230

614,452

177,683

806,365

Additions

-

35,685

1,732

37,417

At 31 March 2025

14,230

650,137

179,415

843,782

DEPRECIATION

At 1 April 2024

14,230

526,941

158,227

699,398

Charge for year

-

18,479

4,237

22,716

At 31 March 2025

14,230

545,420

162,464

722,114

NET BOOK VALUE

At 31 March 2025

-

104,717

16,951

121,668

At 31 March 2024

-

87,511

19,456

106,967

11.

STOCKS

2025

2024

£

£

Raw materials

637,797

778,431

The total carrying value of stock is pledged as security to the company's bankers.

12.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade debtors

879,857

1,255,657

Amounts owed by group undertakings

5,429,093

5,956,224

Prepayments

12,368

88,206

6,321,318

7,300,087

13.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

£

Trade creditors

548,565

600,425

Tax

119,878

242,896

Social security and other taxes

50,190

42,463

VAT

176,412

162,798

Other creditors

32,442

43,727

Amounts owed to debt factor

537,242

710,176

Accrued expenses

15,000

15,000

1,479,729

1,817,485

14.	LEASING AGREEMENTS

Minimum lease payments under non-cancellable operating leases fall due as follows:

2025

2024

£

£

Within one year

19,268

97,042

Between one and five years

2,844

35,859

22,112

132,901

15.	SECURED DEBTS

HSBC Bank plc has a charge over contract monies dated 2 May 2024.

There is a Composite Company Limited Multilateral Guarantee dated 26 August 2016 given by The Umbrella Newco (Sheaf) Ltd, The Umbrella Company (Sheaf) Holdings Limited and The Umbrella Company (Sheaf) Limited to HSBC Bank plc.

There is a general letter of pledge to HSBC Bank plc dated 28 April 2008.

There is a Composite Company Limited Multilateral Guarantee dated 21 October 2011 given by The Umbrella Company (Sheaf) Holdings Limited and The Umbrella Company (Sheaf) Limited to HSBC Bank plc

There is a debenture including Fixed Charge over all present freehold and leasehold property; First Fixed Charge over books and other debts, chattels, goodwill and uncalled capital, both present and future; and First Floating Charge over all assets and undertaking both present and future dated 07 June 2000 to HSBC Bank plc

16.	PROVISIONS FOR LIABILITIES

2025

2024

£

£

Deferred tax

Accelerated capital allowances

30,417

26,742

Dilapidation costs

95,000

95,000

125,417

121,742

Deferred

tax

£

Balance at 1 April 2024

26,742

Transfer to profit and loss

3,675

Balance at 31 March 2025

30,417

Other provisions relates to dilapidation provisions arising under property leases.

17.	CALLED UP SHARE CAPITAL

Allotted and issued:

Number:

Class:

Nominal

2025

2024

value:

£

£

9,000

'A' Ordinary

£1

9,000

9,000

1,000

'B' Ordinary

£1

1,000

1,000

100

'C' Ordinary

£0.01

1

1

10,001

10,001

18.

RESERVES

Retained

earnings

£

At 1 April 2024

6,625,807

Profit for the year

411,225

Dividends

(1,250,100

)

At 31 March 2025

5,786,932

19.	PENSION COMMITMENTS

During the year, the company has contributed to the personal pension schemes of certain employees.The assets of the schemes are held separately from those of the company in independently administered funds.The contributions payable by the company for the year amounted to £41,149 (2024: £38,154) and outstanding contributions amounted to £159 (2024 : £21,627).

20.	ULTIMATE PARENT COMPANY

The company's immediate parent undertaking is The Umbrella Company (Sheaf) Holdings Limited, and its ultimate parent undertaking is The Umbrella Newco (Sheaf) Ltd.The registered office address of both undertakings is Unit 20 Portland Business Park, Richmond Park Road, Handsworth, Sheffield, South Yorkshire, S13 8HS. The parent undertaking prepares consolidated financial statements and copies of these can be obtained from the registered office address.

21.	RELATED PARTY DISCLOSURES

The directors are considered to be the company's key management personnel and their remuneration is disclosed in note 5.