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REGISTERED NUMBER: 11104101 (England and Wales)






















Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 March 2026

for

UMC Holdings Limited

UMC Holdings Limited (Registered number: 11104101)






Contents of the Consolidated Financial Statements
for the Year Ended 31 March 2026




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 5

Consolidated Income Statement 7

Consolidated Other 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


UMC Holdings Limited

Company Information
for the Year Ended 31 March 2026







DIRECTORS: M R Duffin
M D Salanyk
J E Bolton
N Churman
S Rashid





REGISTERED OFFICE: Sheppard Lockton House
Cafferata Way
Newark
Nottinghamshire
NG24 2TN





REGISTERED NUMBER: 11104101 (England and Wales)





AUDITORS: Wright Vigar Limited
Statutory Auditors
Chartered Accountants & Business Advisers
Morton House
12 Appletongate
Newark
Nottinghamshire
NG24 1JY

UMC Holdings Limited (Registered number: 11104101)

Group Strategic Report
for the Year Ended 31 March 2026

The directors present their strategic report of the company and the group 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 £4.3m compared to £3.8m. 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. 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

UMC Holdings Limited (Registered number: 11104101)

Report of the Directors
for the Year Ended 31 March 2026

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

CESSATION OF TRADING
The group ceased trading on 5 April 2026.

DIVIDENDS
The total distribution of dividends for the year ended 31 March 2026 will be £7,862,500.

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.

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
G D Mackfall - resigned 31 March 2026
A J Longden - appointed 11 July 2025 - 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 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.

UMC Holdings Limited (Registered number: 11104101)

Report of the Directors
for the Year Ended 31 March 2026


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

Report of the Independent Auditors to the Members of
UMC Holdings Limited

Opinion
We have audited the financial statements of UMC Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2026 which comprise the Consolidated Income Statement, Consolidated Other 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 2026 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.

Report of the Independent Auditors to the Members of
UMC Holdings Limited


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:

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

UMC Holdings Limited (Registered number: 11104101)

Consolidated
Income Statement
for the Year Ended 31 March 2026

2026 2025
Notes £    £   

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 4,383,665 4,173,653
4,130,148 3,645,826

Other operating income 28,000 250
OPERATING PROFIT 5 4,158,148 3,646,076

Exceptional items 6 373,367 -
3,784,781 3,646,076

Interest receivable and similar income 123,805 137,165
PROFIT BEFORE TAXATION 3,908,586 3,783,241

Tax on profit 7 1,305,695 1,272,724
PROFIT FOR THE FINANCIAL YEAR 2,602,891 2,510,517
Profit attributable to:
Owners of the parent 2,602,891 2,510,517

UMC Holdings Limited (Registered number: 11104101)

Consolidated
Other Comprehensive Income
for the Year Ended 31 March 2026

2026 2025
Notes £    £   

PROFIT FOR THE YEAR 2,602,891 2,510,517


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

2,602,891

2,510,517

Total comprehensive income attributable to:
Owners of the parent 2,602,891 2,510,517

UMC Holdings Limited (Registered number: 11104101)

Consolidated Balance Sheet
31 March 2026

2026 2025
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 2,305,393 3,654,892
Tangible assets 11 119,869 133,860
Investments 12 - -
2,425,262 3,788,752

CURRENT ASSETS
Debtors 13 4,664,035 5,311,504
Cash at bank and in hand 3,043,966 5,671,525
7,708,001 10,983,029
CREDITORS
Amounts falling due within one year 14 2,778,802 2,154,213
NET CURRENT ASSETS 4,929,199 8,828,816
TOTAL ASSETS LESS CURRENT
LIABILITIES

7,354,461

12,617,568

PROVISIONS FOR LIABILITIES 16 29,967 33,465
NET ASSETS 7,324,494 12,584,103

CAPITAL AND RESERVES
Called up share capital 17 100,004 100,004
Share premium 18 1,576,362 1,576,362
Fair value reserve 18 17,301 17,301
Retained earnings 18 5,630,827 10,890,436
SHAREHOLDERS' FUNDS 7,324,494 12,584,103

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


UMC Holdings Limited (Registered number: 11104101)

Company Balance Sheet
31 March 2026

2026 2025
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 66,408 75,660
Investments 12 18,145,690 18,145,690
18,212,098 18,221,350

CURRENT ASSETS
Debtors 13 109,836 98,493
Cash at bank 237,063 315,527
346,899 414,020
CREDITORS
Amounts falling due within one year 14 179,132 318,329
NET CURRENT ASSETS 167,767 95,691
TOTAL ASSETS LESS CURRENT
LIABILITIES

18,379,865

18,317,041

PROVISIONS FOR LIABILITIES 16 16,602 18,915
NET ASSETS 18,363,263 18,298,126

CAPITAL AND RESERVES
Called up share capital 17 100,004 100,004
Share premium 1,576,362 1,576,362
Fair value reserve 17,301 17,301
Retained earnings 16,669,596 16,604,459
SHAREHOLDERS' FUNDS 18,363,263 18,298,126

Company's profit for the financial year 7,927,637 2,455,870

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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


UMC Holdings Limited (Registered number: 11104101)

Consolidated Statement of Changes in Equity
for the Year Ended 31 March 2026

Called up Fair
share Retained Share value Total
capital earnings premium reserve equity
£    £    £    £    £   
Balance at 1 April 2024 100,004 10,809,919 1,576,362 17,301 12,503,586

Changes in equity
Dividends - (2,430,000 ) - - (2,430,000 )
Total comprehensive income - 2,510,517 - - 2,510,517
Balance at 31 March 2025 100,004 10,890,436 1,576,362 17,301 12,584,103

Changes in equity
Dividends - (7,862,500 ) - - (7,862,500 )
Total comprehensive income - 2,602,891 - - 2,602,891
Balance at 31 March 2026 100,004 5,630,827 1,576,362 17,301 7,324,494

UMC Holdings Limited (Registered number: 11104101)

Company Statement of Changes in Equity
for the Year Ended 31 March 2026

Called up Fair
share Retained Share value Total
capital earnings premium reserve equity
£    £    £    £    £   
Balance at 1 April 2024 100,004 16,578,589 1,576,362 17,301 18,272,256

Changes in equity
Dividends - (2,430,000 ) - - (2,430,000 )
Total comprehensive income - 2,455,870 - - 2,455,870
Balance at 31 March 2025 100,004 16,604,459 1,576,362 17,301 18,298,126

Changes in equity
Dividends - (7,862,500 ) - - (7,862,500 )
Total comprehensive income - 7,927,637 - - 7,927,637
Balance at 31 March 2026 100,004 16,669,596 1,576,362 17,301 18,363,263

UMC Holdings Limited (Registered number: 11104101)

Consolidated Cash Flow Statement
for the Year Ended 31 March 2026

2026 2025
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 6,530,365 3,853,827
Tax paid (1,403,765 ) (708,589 )
Net cash from operating activities 5,126,600 3,145,238

Cash flows from investing activities
Purchase of tangible fixed assets (13,040 ) (24,447 )
Interest received 123,805 137,165
Net cash from investing activities 110,765 112,718

Cash flows from financing activities
Amount introduced by directors 500 4,013
Amount withdrawn by directors (2,924 ) (4,985 )
Equity dividends paid (7,862,500 ) (2,430,000 )
Net cash from financing activities (7,864,924 ) (2,430,972 )

(Decrease)/increase in cash and cash equivalents (2,627,559 ) 826,984
Cash and cash equivalents at beginning
of year

2

5,671,525

4,844,541

Cash and cash equivalents at end of year 2 3,043,966 5,671,525

UMC Holdings Limited (Registered number: 11104101)

Notes to the Consolidated Cash Flow Statement
for the Year Ended 31 March 2026

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

2026 2025
£    £   
Profit before taxation 3,908,586 3,783,241
Depreciation charges 1,376,530 1,378,109
Finance income (123,805 ) (137,165 )
5,161,311 5,024,185
Decrease/(increase) in trade and other debtors 646,969 (1,598,146 )
Increase in trade and other creditors 722,085 427,788
Cash generated from operations 6,530,365 3,853,827

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 2026
31.3.26 1.4.25
£    £   
Cash and cash equivalents 3,043,966 5,671,525
Year ended 31 March 2025
31.3.25 1.4.24
£    £   
Cash and cash equivalents 5,671,525 4,844,541


3. ANALYSIS OF CHANGES IN NET FUNDS

At 1.4.25 Cash flow At 31.3.26
£    £    £   
Net cash
Cash at bank and in hand 5,671,525 (2,627,559 ) 3,043,966
5,671,525 (2,627,559 ) 3,043,966
Total 5,671,525 (2,627,559 ) 3,043,966

UMC Holdings Limited (Registered number: 11104101)

Notes to the Consolidated Financial Statements
for the Year Ended 31 March 2026

1. STATUTORY INFORMATION

UMC Holdings 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 General 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.

The financial statements have been prepared on the going concern basis following review by the directors of the future profitability, cash flow forecasts and expected future levels of trade. The directors are confident that the group will have sufficient funds to continue to meet its liabilities as they fall due from at least 12 months from the date of approval of the financial statements.

The financial statements are presented in pounds sterling (£) which is the functional currency of the group.

Basis of consolidation
The consolidated financial statements include the accounts of the parent undertaking and its subsidiary undertakings made up to 31 March 2026.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are accounted for under the acquisition method of accounting. Investments in subsidiaries are held at cost and reviewed for impairment annually.

All intra-group transactions and balances are eliminated on consolidation.

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.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2017, is being amortised evenly over its estimated useful life of ten years.

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 the cost less estimated residual value of each asset over its estimated useful life.
Leasehold improvement - 10% on cost
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.

UMC Holdings Limited (Registered number: 11104101)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2026

2. ACCOUNTING POLICIES - continued

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 Consolidated 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 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.

Share-based payments
Share options are valued at their fair value using the binominal valuation method as the options are not deemed to have an observable market price. The fair value was determined using the entity specific factors as well adjusted market factors.

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

Turnover is attributable to the one principal activity of the group.

All turnover has been generated in the United Kingdom.

UMC Holdings Limited (Registered number: 11104101)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2026

4. EMPLOYEES AND DIRECTORS
2026 2025
£    £   
Wages and salaries 4,234,028 3,600,994
Social security costs 602,875 456,759
Other pension costs 290,083 267,297
5,126,986 4,325,050

The average number of employees during the year was as follows:
2026 2025

Average number of employees 89 87

The average number of employees by undertakings that were proportionately consolidated during the year was 89 (2025 - 87 ) .

2026 2025
£    £   
Directors' remuneration 408,198 338,737

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 27,031 28,610
Goodwill amortisation 1,349,499 1,349,499
Auditors' remuneration 17,400 13,000
Auditors' remuneration for non audit work 17,881 22,560

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.

UMC Holdings Limited (Registered number: 11104101)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2026

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 1,309,193 1,273,765

Deferred tax (3,498 ) (1,041 )
Tax on profit 1,305,695 1,272,724

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 higher than the standard rate of corporation tax in the UK. The difference is explained below:

2026 2025
£    £   
Profit before tax 3,908,586 3,783,241
Profit multiplied by the standard rate of corporation tax in the UK of 25 %
(2025 - 25 %)

977,147

945,810

Effects of:
Expenses not deductible for tax purposes 383,898 377,778
Depreciation in excess of capital allowances 3,498 1,041
Deferred tax (3,498 ) (1,041 )
R&D tax claims (55,350 ) (49,369 )
Marginal relief - (1,495 )
Total tax charge 1,305,695 1,272,724

8. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


9. DIVIDENDS
2026 2025
£    £   
Ordinary C shares of £1 each
Interim 3,500,000 1,000,000
Ordinary D shares of £1 each
Interim 3,500,000 1,000,000
Ordinary F shares of £1 each
Interim 862,500 430,000
7,862,500 2,430,000

UMC Holdings Limited (Registered number: 11104101)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2026

10. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 1 April 2025
and 31 March 2026 13,494,988
AMORTISATION
At 1 April 2025 9,840,096
Amortisation for year 1,349,499
At 31 March 2026 11,189,595
NET BOOK VALUE
At 31 March 2026 2,305,393
At 31 March 2025 3,654,892

11. TANGIBLE FIXED ASSETS

Group
Leasehold Office
improvement equipment Totals
£    £    £   
COST
At 1 April 2025 92,524 207,956 300,480
Additions - 13,040 13,040
At 31 March 2026 92,524 220,996 313,520
DEPRECIATION
At 1 April 2025 16,864 149,756 166,620
Charge for year 9,252 17,779 27,031
At 31 March 2026 26,116 167,535 193,651
NET BOOK VALUE
At 31 March 2026 66,408 53,461 119,869
At 31 March 2025 75,660 58,200 133,860

Company
Leasehold
improvement
£   
COST
At 1 April 2025
and 31 March 2026 92,524
DEPRECIATION
At 1 April 2025 16,864
Charge for year 9,252
At 31 March 2026 26,116
NET BOOK VALUE
At 31 March 2026 66,408
At 31 March 2025 75,660

UMC Holdings Limited (Registered number: 11104101)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2026

12. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 April 2025
and 31 March 2026 18,145,690
NET BOOK VALUE
At 31 March 2026 18,145,690
At 31 March 2025 18,145,690

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiary

Grade 1966 Ltd
Registered office: Sheppard Lockton House, Cafferata Way, Beacon Hill, Newark, NG24 2TN
Nature of business: Architectural Services
%
Class of shares: holding
Ordinary 100.00
2026 2025
£    £   
Aggregate capital and reserves 4,801,529 8,776,775
Profit for the year 3,887,254 3,834,146


13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2026 2025 2026 2025
£    £    £    £   
Trade debtors 2,512,614 3,007,670 - -
Amounts owed by group undertakings - - 93,512 80,773
Amounts recoverable on contracts 1,328,454 1,484,323 - -
Other debtors 30,711 35,675 16,250 16,250
Directors' current accounts - 500 - -
Prepayments and accrued income 792,256 783,336 74 1,470
4,664,035 5,311,504 109,836 98,493

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2026 2025 2026 2025
£    £    £    £   
Trade creditors 195,091 179,550 37,196 26,518
Tax 709,193 803,765 14,692 4,841
Social security and other taxes 173,209 124,003 176 303
VAT 711,792 635,916 5,959 4,677
Directors' current accounts - 2,924 - -
Accruals 873,533 131,845 5,125 5,780
Amounts owed to related party 115,984 276,210 115,984 276,210
2,778,802 2,154,213 179,132 318,329

UMC Holdings Limited (Registered number: 11104101)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2026

15. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable
operating leases
2026 2025
£    £   
Within one year 97,616 157,439
Between one and five years 79,777 144,385
177,393 301,824

Company
Non-cancellable
operating leases
2026 2025
£    £   
Within one year 65,000 65,000
Between one and five years 65,000 130,000
130,000 195,000

16. PROVISIONS FOR LIABILITIES

Group Company
2026 2025 2026 2025
£    £    £    £   
Deferred tax 29,967 33,465 16,602 18,915

Group
Deferred
tax
£   
Balance at 1 April 2025 33,465
Provided during year (3,498 )
Balance at 31 March 2026 29,967

Company
Deferred
tax
£   
Balance at 1 April 2025 18,915
Provided during year (2,313 )
Balance at 31 March 2026 16,602

UMC Holdings Limited (Registered number: 11104101)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2026

17. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:


Number:

Class:

Nominal
Value:


2026


2025
12,000 Preference B £1 12,000 12,000
30,001 Ordinary C £1 30,001 30,001
30,001 Ordinary D £1 30,001 30,001
13,500 Ordinary E £1 8,000 13,500
14,500 Ordinary F £1 20,000 14,500
1,576,364 Preference A 0.0001p 2 2
100,004 100,004

Ordinary shares rank pari passu.

Preferred shares rank equally for voting purposes, however have no right to dividend distributions. On winding up Preference B shares rank above Ordinary share classes, however below Preference A shares.

18. RESERVES

Group
Fair
Retained Share value
earnings premium reserve Totals
£    £    £    £   

At 1 April 2025 10,890,436 1,576,362 17,301 12,484,099
Profit for the year 2,602,891 2,602,891
Dividends (7,862,500 ) (7,862,500 )
At 31 March 2026 5,630,827 1,576,362 17,301 7,224,490

Company
Fair
value
reserve
£   
At 1 April 2025
and 31 March 2026 17,301

Profit and loss account - The 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.

Fair value reserve - This reserve records the fair value of unexercised share options.

19. PENSION COMMITMENTS

The amount recognised in the profit or loss as an expense in relation to defined contribution plans was £344,066 (2025: £313,101).

20. 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.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

UMC Holdings Limited (Registered number: 11104101)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 March 2026

20. RELATED PARTY DISCLOSURES - continued

Amounts owed to participating interest as shown within the creditors note relate to balances owed to UMC EBT Ltd, a company under common control of the directors.

21. ULTIMATE CONTROLLING PARTY

During the year, the company became a wholly owned subsidiary of Woolpert Limited. The registered office and business address of the parent undertaking is 1 Bow Churchyard, London, EC4M 9DQ. Prior to this there was no ultimate controlling party.