| 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 |
| 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: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| 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: |
| 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. |
| Other changes in directors holding office are as follows: |
| 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: |
| 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. |
| for and on behalf of |
| Statutory Auditors |
| Chartered Accountants & Business Advisers |
| Morton House |
| 12 Appletongate |
| Newark |
| Nottinghamshire |
| NG24 1JY |
| 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 |
| 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 |
| Investments | 12 |
| CURRENT ASSETS |
| Debtors | 13 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 14 |
| NET CURRENT ASSETS |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| PROVISIONS FOR LIABILITIES | 16 |
| NET ASSETS |
| CAPITAL AND RESERVES |
| Called up share capital | 17 |
| Share premium |
| Fair value reserve |
| Retained earnings |
| SHAREHOLDERS' FUNDS |
| Company's profit for the financial year | 7,927,637 | 2,455,870 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| 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 |
| Changes in equity |
| Dividends | - | ( |
) | - | - | ( |
) |
| Total comprehensive income | - | - |
| Balance at 31 March 2025 |
| Changes in equity |
| Dividends | - | ( |
) | - | - | ( |
) |
| Total comprehensive income | - | - |
| Balance at 31 March 2026 |
| 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 |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| 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 |
| 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 |
| Leasehold improvement | - |
| Office equipment | - |
| 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 |
| 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 |
| DEPRECIATION |
| At 1 April 2025 |
| Charge for year |
| At 31 March 2026 |
| NET BOOK VALUE |
| At 31 March 2026 |
| At 31 March 2025 |
| 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 |
| NET BOOK VALUE |
| At 31 March 2026 |
| At 31 March 2025 |
| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiary |
| Registered office: Sheppard Lockton House, Cafferata Way, Beacon Hill, Newark, NG24 2TN |
| Nature of business: |
| % |
| Class of shares: | holding |
| 2026 | 2025 |
| £ | £ |
| Aggregate capital and reserves |
| Profit for the year |
| 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 | - | - |
| Amounts recoverable on contracts | 1,328,454 | 1,484,323 |
| Other debtors | 30,711 | 35,675 |
| Directors' current accounts | - | 500 | - | - |
| Prepayments and accrued income | 792,256 | 783,336 |
| 4,664,035 | 5,311,504 |
| 14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2026 | 2025 | 2026 | 2025 |
| £ | £ | £ | £ |
| Trade creditors | 195,091 | 179,550 |
| Tax | 709,193 | 803,765 |
| Social security and other taxes | 173,209 | 124,003 |
| VAT | 711,792 | 635,916 | 5,959 | 4,677 |
| Directors' current accounts | - | 2,924 | - | - |
| Accruals | 873,533 | 131,845 |
| Amounts owed to related party | 115,984 | 276,210 |
| 2,778,802 | 2,154,213 |
| 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 |
| Between one and five years |
| 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 |
| Provided during year | ( |
) |
| Balance at 31 March 2026 |
| 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 |
| 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. |