Grade 1966 Limited - Limited company accounts 25.1

REGISTERED NUMBER: 07884132 (England and Wales)

Strategic Report,

Report of the Directors and

Financial Statements

for the Year Ended 31 March 2026

for

Grade 1966 Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Income Statement

6

Other Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

M R Duffin

M D Salanyk

J E Bolton

N Churman

S Rashid

REGISTERED OFFICE:

UMC Architects

Sheppard Lockton House

Cafferata Way

Newark

Nottinghamshire

NG24 2TN

REGISTERED NUMBER:

07884132 (England and Wales)

SENIOR STATUTORY AUDITOR:

Paul Colcomb FCCA

AUDITORS:

Wright Vigar Limited

Statutory Auditors

Chartered Accountants & Business Advisers

Morton House

12 Appletongate

Newark

Nottinghamshire

NG24 1JY

The directors present their strategic report for the year ended 31 March 2026.

REVIEW OF BUSINESS

We aim to present a balanced and comprehensive review of the development and performance of our business during the year and its position at year end. Our review is consistent with the size and complexity of our business and is written in the context of the current risks and uncertainties that the UK is facing.

The company's activities involved the provision of industrial architectural services within the distribution & logistics, energy & waste, data centre, transport, manufacturing, food & drink, TV and film studio and specialist commercial project sectors. The company's turnover has increased by 12% and sales are tracking above industry standards and continue to show healthy growth on pre-pandemic levels. The company's forward workload is very positive going into next financial year and there are plans for significant targeted investment in key growth sectors and beyond that expansion into European and global markets. Revenue was £12.9m compared with £11.5m last year, generating an adjusted profit before taxation of £5.6m compared to £5.1m. These are considered the key performance indicators of the company.

On 31 March 2026, Woolpert Limited acquired the entire issued share capital of UMC Holdings Limited, the company's former ultimate parent company. This transaction made Woolpert Topco Inc., a U.S. incorporated company, the new ultimate parent company. The transaction provides access to Woolpert's global expertise, advanced technologies, and expanded delivery capacity, positioning the company to compete for large-scale, complex projects across Europe and beyond.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risk affecting the company is, in common with many other businesses, the uncertainty surrounding the UK economy and the impact that is having on investor confidence. The directors continually monitor material changes to economic conditions and respond to them accordingly. Although uncertainty exists, UMC Architects are now a Woolpert company with access to a broader platform and a global network that promotes both growth and stability. The commitment to director-led projects and a culture of excellence in design and unrivalled customer service has served the company well and has provided a solid foundation for the future. The company is resilient, and the directors are confident in its ability to deal with challenging economic conditions.

FUTURE DEVELOPMENTS

As demand accelerates to repurpose industrial and logistics sites for next-generation infrastructure, UMC Architects are uniquely positioned to help clients transform underutilised assets into modern, high-performance facilities including distribution, advanced manufacturing and data centres. Management priorities for the next 12 months are significantly expanding the scale and impact of delivery as a part of Woolpert whilst holding true to our core values as leading UK industrial architects. This will benefit our client base as we guide them through increasingly complex redevelopment projects across the U.K. and Europe which in turn will provide greater resilience to the future viability of the company.

ON BEHALF OF THE BOARD:

M R Duffin - Director

6 August 2026

The directors present their report with the financial statements of the company for the year ended 31 March 2026.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the provision of architectural services.

DIVIDENDS

The total distribution of dividends for the year ended 31 March 2026 will be £7,862,500 (2024: £2,430,000).

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2025 to the date of this report.

M R Duffin

M D Salanyk

Other changes in directors holding office are as follows:

C W Allwood - resigned 31 March 2026

D E Butler - resigned 31 March 2026

G P Hauton - resigned 31 March 2026

A J Longden - resigned 31 March 2026

G D Mackfall - resigned 31 March 2026

J E Bolton - appointed 31 March 2026

N Churman - appointed 31 March 2026

S Rashid - appointed 31 March 2026

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, Wright Vigar Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

M R Duffin - Director

6 August 2026

Opinion

We have audited the financial statements of Grade 1966 Limited (the 'company') for the year ended 31 March 2026 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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 2026 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:

Our work is performed to include an assessment of the susceptibility of the entity's financial statements to material misstatement, including the risk of fraud. Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

In identifying and assessing risk of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

-

We plan our work to gain an understanding of the significant laws and regulations that are of significance to the
entity and the sector in which they operate. We perform our work to ensure that the entity is complying with its
legal and regulatory framework.

-

We obtained an understanding of how the company is complying with those legal and regulatory frameworks by
making inquiries to the management and people charged with governance.

We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

-

Substantive procedures performed in accordance with the ISAs (UK).

-

Challenging assumptions and judgments made by management in its significant accounting estimates.

-

Identifying and testing journal entries, in particular material journal entries and an assessment of year end
journals.

-

Assessing the extent of compliance with the relevant laws and regulations.

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.

Paul Colcomb FCCA (Senior Statutory Auditor)

for and on behalf of Wright Vigar Limited

Statutory Auditors

Chartered Accountants & Business Advisers

Morton House

12 Appletongate

Newark

Nottinghamshire

NG24 1JY

18 August 2026

TURNOVER

3

12,935,806

11,519,750

Cost of sales

4,421,993

3,700,271

GROSS PROFIT

8,513,813

7,819,479

Administrative expenses

3,078,020

2,848,330

OPERATING PROFIT

5

5,435,793

4,971,149

Exceptional items

6

373,367

-

5,062,426

4,971,149

Interest receivable and similar income

118,145

129,091

PROFIT BEFORE TAXATION

5,180,571

5,100,240

Tax on profit

7

1,293,317

1,266,094

PROFIT FOR THE FINANCIAL YEAR

3,887,254

3,834,146

PROFIT FOR THE YEAR

3,887,254

3,834,146

OTHER COMPREHENSIVE INCOME

-

TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

3,887,254

3,834,146

FIXED ASSETS

Tangible assets

9

53,461

58,200

CURRENT ASSETS

Debtors

10

4,647,711

5,293,785

Cash at bank and in hand

2,806,903

5,355,998

7,454,614

10,649,783

CREDITORS

Amounts falling due within one year

11

2,693,181

1,916,658

NET CURRENT ASSETS

4,761,433

8,733,125

TOTAL ASSETS LESS CURRENT
LIABILITIES

4,814,894

8,791,325

PROVISIONS FOR LIABILITIES

13

13,365

14,550

NET ASSETS

4,801,529

8,776,775

CAPITAL AND RESERVES

Called up share capital

14

110

Share premium

15

99,990

Retained earnings

15

4,701,429

8,676,675

SHAREHOLDERS' FUNDS

4,801,529

8,776,775

The financial statements were approved by the Board of Directors and authorised for issue on 6 August 2026 and were signed on its behalf by:

M R Duffin - Director

M D Salanyk - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

Balance at 1 April 2024

110

7,272,529

99,990

7,372,629

Changes in equity

Dividends

-

(2,430,000

)

-

(2,430,000

)

Total comprehensive income

-

3,834,146

-

3,834,146

Balance at 31 March 2025

110

8,676,675

99,990

8,776,775

Changes in equity

Dividends

-

(7,862,500

)

-

(7,862,500

)

Total comprehensive income

-

3,887,254

-

3,887,254

Balance at 31 March 2026

110

4,701,429

99,990

4,801,529

1.	STATUTORY INFORMATION

Grade 1966 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.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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. 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 exemptions 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;

•

the requirement of paragraph 3.17(d).

Critical accounting judgements and key sources of estimation uncertainty

Amounts recoverable on contracts are valued based on the stage of completion of each project and represents the amount of unbilled work performed to date. They are valued as expected stage of completion at the reporting date measured as a proportion of total project revenues less any progress billings to date. Variations to contract value are measured at the point at which they can be reliably estimated and it is probable that the variation will be approved.

Turnover

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

Profit is recognised on long-term contracts if the outcome can be assessed with reasonable certainty, by including in the profit and loss account turnover and related costs based on stage of completion.

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.

Office equipment

-

25% on reducing balance

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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.

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.

Amounts recoverable on contract

Amounts recoverable on contract are valued based on the stage of completion of each project and represents the amount of unbilled work performed to date. They are valued based on the estimated stage of completion at the reporting date less any progress billings to date.

3.

TURNOVER

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

All turnover has been generated in the United Kingdom.

4.	EMPLOYEES AND DIRECTORS

2026

2025

£

Wages and salaries

4,194,028

3,544,610

Social security costs

602,775

456,759

Other pension costs

270,083

247,297

5,066,886

4,248,666

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

2026

2025

Average number of employees

89

87

2026

2025

£

Directors' remuneration

398,198

320,545

Information regarding the highest paid director is as follows:

2026

2025

£

Emoluments etc

95,344

92,688

5.	OPERATING PROFIT

The operating profit is stated after charging:

2026

2025

£

Other operating leases

210,214

198,257

Depreciation - owned assets

17,779

19,358

Auditors' remuneration

14,500

10,250

Auditors' remuneration for non audit work

15,260

17,270

6.	EXCEPTIONAL ITEMS

2026

2025

£

Exceptional items

373,367

-

During the year, the company recognised an expense totalling £373,367 in resulting from the sale of the entire issued share capital of the parent company.This expense comprises:

- Employer's National Insurance of £234,807 on completion consideration amounts due to the holders of non-qualifying share options.

- Employer's National Insurance of £94,302 on employee bonuses to be paid in June 2026.

- Taxation services of £40,000 provided to the company in relation to the sale of the share capital and resulting considerations.

- Payroll services of £650 provided to the company in relation to the sale of the share capital and resulting considerations.

- Insurance costs of £3,608 for the provision of a 6-year run-off cover for management liability cover to meet the buyer's requirements.

These items have been presented as exceptional due to their size and non-recurring nature, and are included within their own line in the profit and loss account below operating profit.

7.

TAXATION

Analysis of the tax charge

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

2026

2025

£

Current tax:

UK corporation tax

1,294,502

1,268,924

Deferred tax

(1,185

)

(2,830

)

Tax on profit

1,293,317

1,266,094

UK corporation tax was charged at 25%) in 2025.

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:

2026

2025

£

Profit before tax

5,180,571

5,100,240

Profit multiplied by the standard rate of corporation tax in the UK of 25%
(2025 - 25%)

1,295,143

1,275,060

Effects of:

Expenses not deductible for tax purposes

73,827

53,528

Depreciation in excess of capital allowances

1,185

2,830

Deferred tax

(1,185

)

(2,830

)

R&D claims

(55,350

)

(49,369

)

Other deductions in respect of taxation

(20,303

)

(13,125

)

Total tax charge

1,293,317

1,266,094

8.

DIVIDENDS

2026

2025

£

A Ordinary shares of 0.10 each

Interim

7,862,500

2,430,000

9.	TANGIBLE FIXED ASSETS

Office

equipment

£

COST

At 1 April 2025

207,956

Additions

13,040

At 31 March 2026

220,996

DEPRECIATION

At 1 April 2025

149,756

Charge for year

17,779

At 31 March 2026

167,535

NET BOOK VALUE

At 31 March 2026

53,461

At 31 March 2025

58,200

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

Trade debtors

2,512,614

3,007,670

Amounts recoverable on contracts

1,328,454

1,484,323

Other debtors

14,461

19,425

Directors' current accounts

-

500

Prepayments and accrued income

792,182

781,867

4,647,711

5,293,785

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2026

2025

£

Trade creditors

157,894

153,033

Amounts owed to group undertakings

93,512

80,773

Tax

694,501

798,924

Social security and other taxes

173,033

123,700

VAT

705,833

631,239

Directors' current accounts

-

2,924

Accruals

868,408

126,065

2,693,181

1,916,658

12.	LEASING AGREEMENTS

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

2026

2025

£

Within one year

32,616

92,439

Between one and five years

14,777

14,385

47,393

106,824

13.	PROVISIONS FOR LIABILITIES

2026

2025

£

Deferred tax

13,365

14,550

Deferred

tax

£

Balance at 1 April 2025

14,550

Provided during year

(1,185

)

Balance at 31 March 2026

13,365

14.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2026

2025

value:

£

500

A Ordinary

0.10

50

500

B Ordinary

0.10

50

100

C Ordinary

0.10

10

110

Each share class holds equally voting rights and rights to distributions made.

15.

RESERVES

Retained

Share

earnings

premium

Totals

£

At 1 April 2025

8,676,675

99,990

8,776,665

Profit for the year

3,887,254

-

3,887,254

Dividends

(7,862,500

)

-

(7,862,500

)

At 31 March 2026

4,701,429

99,990

4,801,419

Profit and loss account - This reserve records retained earnings and accumulated losses.

Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs.

16.	PENSION COMMITMENTS

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £304,066 (2025: £273,102).

17.	IMMEDIATE PARENT COMPANY AND ULTIMATE CONTROLLING PARTY

The immediate parent company is UMC Holdings Limited. The registered office and business address of the parent company is Sheppard Lockton House, Cafferata Way, Newark, NG24 2TN. During the year Woolpert Limited became the ultimate controlling party. The registered office and business address of the ultimate controlling party is 1 Bow Churchyard, London, EC4M 9DQ. Prior to this there was no ultimate controlling party.

18.	RELATED PARTY DISCLOSURES

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.