REGISTERED NUMBER: 10301179 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2025

FOR

THE UMBRELLA NEWCO (SHEAF) LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Statement of Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

J D Fields

S Reeve

REGISTERED OFFICE:

Unit 20

Richmond Park Road

Handsworth

Sheffield

S13 8HS

REGISTERED NUMBER:

10301179 (England and Wales)

AUDITORS:

Hollis and Co Limited

Chartered Accountants

Statutory Auditor

35 Wilkinson Street

Sheffield

South Yorkshire

S10 2GB

The directors present their strategic report of the company and the group for the year ended 31 March 2025.

REVIEW OF BUSINESS

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

For the year ended 31st March 2025, the group achieved a profit before tax of £316,772 (2024 -£779,408) on group turnover of £7,053,009 (2024 -£7,221,841). Sales are down by 2% on the previous year.. The gross profit percentage achieved is 33% which is slightly lower than the previous year due to raw material price increases and an increase in the minimum wage. Overall, the directors are satisfied with the performance of the group during this period.

Next year will remain competitive.

PRINCIPAL RISKS AND UNCERTAINTIES

All major customers are covered by credit insurance.

Competitive pressure is a continuing risk which requires the company to produce high quality and affordable products to its loyal customers. In the current economic climate trading can be uncertain but we will seek to maintain the company's competitiveness.

The group's primary cash inflows are generated from the subsidiary trading company, The Umbrella Company (Sheaf) Limited. The company is exposed to fluctuations of both the US Dollar and Euro currencies and the directors seek to mitigate potential losses that may be incurred.

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

KEY PERFORMANCE INDICATORS

The directors consider EBITDA as the principle KPI used to measure overall group performance and this has decreased from £993k to £537k 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

6%

12%

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 and the group for the year ended 31 March 2025.

DIVIDENDS

Interim dividends per share were paid as follows:

£60,000

- 6 April 2024

£60,000

- 6 June 2024

£80,000

- 26 June 2024

£61,718

- 31 July 2024

£83,728

- 5 February 2025

£345,445

The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 31 March 2025 will be £ 345,445 .

DIRECTORS

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

J D Fields

S Reeve

Other changes in directors holding office are as follows:

Mrs J Herring - resigned 20 January 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group'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 Newco (Sheaf) Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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

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

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

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

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

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

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

- Reviewing minutes of meetings of those charged with governance;

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

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

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

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

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

7,053,009

7,221,841

Cost of sales

4,723,072

4,756,521

GROSS PROFIT

2,329,937

2,465,320

Distribution costs

189,778

259,152

Administrative expenses

1,733,443

1,344,334

1,923,221

1,603,486

OPERATING PROFIT

6

406,716

861,834

Interest payable and similar expenses

7

89,944

82,426

PROFIT BEFORE TAXATION

316,772

779,408

Tax on profit

8

123,553

238,403

PROFIT FOR THE FINANCIAL YEAR

193,219

541,005

OTHER COMPREHENSIVE INCOME

Purchase of own shares

(1,005,000

)

-

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(1,005,000

)

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(811,781

)

541,005

Profit attributable to:

Owners of the parent

193,219

541,005

Total comprehensive income attributable to:

Owners of the parent

(811,781

)

541,005

FIXED ASSETS

Intangible assets

11

2,684,374

2,852,148

Tangible assets

12

121,668

106,967

Investments

13

-

-

2,806,042

2,959,115

CURRENT ASSETS

Stocks

14

637,797

778,431

Debtors

15

892,225

1,343,863

Cash at bank and in hand

321,517

389,554

1,851,539

2,511,848

CREDITORS

Amounts falling due within one year

16

1,740,893

2,168,599

NET CURRENT ASSETS

110,646

343,249

TOTAL ASSETS LESS CURRENT LIABILITIES

2,916,688

3,302,364

CREDITORS

Amounts falling due after more than one year

17

(924,982

)

(157,107

)

PROVISIONS FOR LIABILITIES

21

(125,417

)

(121,742

)

NET ASSETS

1,866,289

3,023,515

CAPITAL AND RESERVES

Called up share capital

22

7,125

9,500

Share premium

30,500

30,500

Capital redemption reserve

2,875

500

Retained earnings

1,825,789

2,983,015

SHAREHOLDERS' FUNDS

1,866,289

3,023,515

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

FIXED ASSETS

Intangible assets

11

-

-

Tangible assets

12

-

-

Investments

13

5,933,411

5,933,411

5,933,411

5,933,411

CURRENT ASSETS

Debtors

15

2,295,955

1,045,961

Cash at bank

221

4

2,296,176

1,045,965

CREDITORS

Amounts falling due within one year

16

7,428,052

6,795,034

NET CURRENT LIABILITIES

(5,131,876

)

(5,749,069

)

TOTAL ASSETS LESS CURRENT LIABILITIES

801,535

184,342

CREDITORS

Amounts falling due after more than one year

17

924,982

157,107

NET (LIABILITIES)/ASSETS

(123,447

)

27,235

CAPITAL AND RESERVES

Called up share capital

22

7,125

9,500

Share premium

30,500

30,500

Capital redemption reserve

2,875

500

Retained earnings

(163,947

)

(13,265

)

SHAREHOLDERS' FUNDS

(123,447

)

27,235

Company's profit for the financial year

1,199,763

478,060

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

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 April 2023

9,500

2,851,785

30,500

500

2,892,285

Changes in equity

Dividends

-

(409,775

)

-

-

(409,775

)

Total comprehensive income

-

541,005

-

-

541,005

Balance at 31 March 2024

9,500

2,983,015

30,500

500

3,023,515

Changes in equity

Purchase of own shares

(2,375

)

-

-

2,375

-

Dividends

-

(345,445

)

-

-

(345,445

)

Total comprehensive income

-

(811,781

)

-

-

(811,781

)

Balance at 31 March 2025

7,125

1,825,789

30,500

2,875

1,866,289

Called up

Capital

share

Retained

Share

redemption

Total

capital

earnings

premium

reserve

equity

£

£

£

£

£

Balance at 1 April 2023

9,500

(81,550

)

30,500

500

(41,050

)

Changes in equity

Dividends

-

(409,775

)

-

-

(409,775

)

Total comprehensive income

-

478,060

-

-

478,060

Balance at 31 March 2024

9,500

(13,265

)

30,500

500

27,235

Changes in equity

Purchase of own shares

(2,375

)

-

-

2,375

-

Dividends

-

(345,445

)

-

-

(345,445

)

Total comprehensive income

-

194,763

-

-

194,763

Balance at 31 March 2025

7,125

(163,947

)

30,500

2,875

(123,447

)

Cash flows from operating activities

Cash generated from operations

1

974,682

836,704

Interest paid

(89,944

)

(82,426

)

Tax paid

(242,896

)

(185,255

)

Net cash from operating activities

641,842

569,023

Cash flows from investing activities

Purchase of tangible fixed assets

(37,417

)

(2,338

)

Net cash from investing activities

(37,417

)

(2,338

)

Cash flows from financing activities

New loans in year

1,300,000

-

Loan repayments in year

(622,017

)

(331,892

)

Amount introduced by directors

-

(39,482

)

Purchase of own shares

(1,005,000

)

-

Equity dividends paid

(345,445

)

(409,775

)

Net cash from financing activities

(672,462

)

(781,149

)

Decrease in cash and cash equivalents

(68,037

)

(214,464

)

Cash and cash equivalents at beginning of year

2

389,554

604,018

Cash and cash equivalents at end of year

2

321,517

389,554

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit before taxation

316,772

779,408

Depreciation charges

190,491

188,084

Finance costs

89,944

82,426

597,207

1,049,918

Decrease/(increase) in stocks

140,634

(188,221

)

Decrease/(increase) in trade and other debtors

451,638

(76,169

)

(Decrease)/increase in trade and other creditors

(214,797

)

51,176

Cash generated from operations

974,682

836,704

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2025

31/3/25

1/4/24

£

£

Cash and cash equivalents

321,517

389,554

Year ended 31 March 2024

31/3/24

1/4/23

£

£

Cash and cash equivalents

389,554

604,018

3.	ANALYSIS OF CHANGES IN NET DEBT

At 1/4/24

Cash flow

At 31/3/25

£

£

£

Net cash

Cash at bank and in hand

389,554

(68,037

)

321,517

389,554

(68,037

)

321,517

Debt

Debts falling due within 1 year

(331,988

)

89,891

(242,097

)

Debts falling due after 1 year

(157,107

)

(767,875

)

(924,982

)

(489,095

)

(677,984

)

(1,167,079

)

Total

(99,541

)

(746,021

)

(845,562

)

1.	STATUTORY INFORMATION

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

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

Monetary amounts in these financial statements are rounded to the nearest £.

2.	STATEMENT OF COMPLIANCE

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

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Basis of consolidation

The Group financial statements consolidate the financial statements of The Umbrella Newco (Sheaf) Ltd and its subsidiary undertakings. The Group profit and loss account includes the results of The Umbrella Newco (Sheaf) Ltd and its subsidiaries after intra group trading and profits have been eliminated.

Significant judgements and estimates

- Key sources of estimation uncertainty.

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

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

The Company believes that the major judgements applied are:

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

Turnover

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

Goodwill

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

The useful economic life of the goodwill is estimated at 25 years on the basis that the directors' consider that the market for the group's products will be maintained at least at current levels throughout this period with no erosion of margins.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Tangible fixed assets

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

Plant and machinery

-

15% on reducing balance

Fixtures and fittings

-

20% on reducing balance

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

Stocks

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

Financial instruments

Debtors and creditors receivable / payable within one year

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

Loans and borrowings

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

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Foreign currencies

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

Hire purchase and leasing commitments

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

Pension costs and other post-retirement benefits

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

4.

TURNOVER

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

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

2025

2024

£

£

Sale of goods

7,053,009

7,221,841

7,053,009

7,221,841

An analysis of turnover by geographical market is given below:

2025

2024

£

£

United Kingdom

7,041,536

7,185,924

Europe

11,473

35,917

7,053,009

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

The average number of employees by undertakings that were proportionately consolidated during the year was 68 (2024 - 60 ) .

2025

2024

£

£

Directors' remuneration

402,971

183,896