ACCOUNTS - Final Accounts


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Registered number: 09411191










UNDERGROUND MINING SERVICES LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

 
UNDERGROUND MINING SERVICES LIMITED
 
 
COMPANY INFORMATION


Directors
Alexander Zachary Haller 
Robin Zachary Haller 




Registered number
09411191



Registered office
3rd Floor
1 Ashley Road

Altrincham

Cheshire

WA14 2DT




Independent auditors
Simmons Gainsford LLP
Chartered Accountants & Statutory Auditors

14th Floor

33 Cavendish Square

London

W1G 0PW





 
UNDERGROUND MINING SERVICES LIMITED
 

CONTENTS



Page
Group strategic report
1 - 3
Directors' report
4 - 5
Independent auditors' report
6 - 10
Consolidated statement of comprehensive income
11 - 12
Consolidated balance sheet
13 - 14
Company balance sheet
15 - 16
Consolidated statement of changes in equity
17 - 18
Company statement of changes in equity
19
Consolidated Statement of cash flows
20 - 21
Analysis of net debt
22
Notes to the financial statements
23 - 44


 
UNDERGROUND MINING SERVICES LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2020

Review of activities and future developments
 
The principal activities of the group consist of sinking vertical shafts and decline shafts, underground construction and design and engineering of these activities for the mining industry and civil infrastructure projects.
The Group profit for the year after taxation and minority interest amounted to $515,986 (2019: $3,328,731). The Group turnover from continued operations for the year to 31 December 2020 was $14,432,075 (2019: $9,865,993). The Group had turnover from discontinued operations of $nil in the year as a result of Shaft Sinkers Belgium BVBA being dissolved in the year. 2019 turnover from discontinued operations of $3,661,020 included turnover of $151,832 from Shaft Sinkers Belgium BVBA and turnover of $3,509,188 from Shaft Sinkers Mauritius Limited, which was disposed of in the prior year.
The group made significant progress during the year on its strategic objectives. This includes the design and engineering of the new Botswana shaft complex, for which construction work on site commenced subsequent to the year end. Our JV based in the USA commenced construction works to sink a ventilation shaft for a US Government client during the year. However, for reasons unrelated to the JV, work on site was suspended in November 2020. The JV is in constant communication with the client, remains at site performing maintenance work and anticipates that the job will continue early 2022. 
Thankfully the impact of Covid-19 on our business was minimal despite the terrible human toll it has brought to the various jurisdictions in which we work. International travel into and out of these various jurisdictions and in particular, South Africa, has become more difficult, however our office based staff transitioned seamlessly to home work during periods of national lockdowns. Like every other employer, we see a future of some mix of office and home based work for our head office employees going forward. 

Financial risk management objectives and policies
 
The risk of inadequate funding or inappropriately managing the funding of the business is one of the primary risks that could affect the Group’s ability to trade. Other significant financial risks include the safeguarding of assets, inappropriate tendering prices that could cause the Group to lose potential contracts or undertake contracts which are unprofitable.
For each of these risks the Group has implemented appropriate policies and procedures and executive management regularly reviews performance against set targets. Daily reviews of cash management with rolling forecasts and strong controls have been implemented by executive management. Insurance is taken to protect the Group against the risk of fraud or theft of funds.

Safety
The Group had another good year with regards to Safety in 2020. The Lost Time Injury Frequency Rate (LTIFR) went from 1.99 during 2019 to 0.00 during 2020 (calculated per 1,000,000 hours, calendar year). Zero injury related incidents were recorded with one “Near Hit” and one “Damage” incident. 
 
The safety performance indicators for 2020 were as follows:
Shifts worked: 29,461 (2019: 62,802);
Hours worked: 222,340 (2019: 502,396);
Non Lost Time Injuries: 0 (2019: 3 at a rate of 5.97 per 1,000,000 hours worked);
Lost Time Injuries: 0 (2019: 1 at a rate of 1.99 per 1,000,000 hours worked); and
Reportable Injuries: 0 (2019: 1 at a rate of 1.99 per 1,000,000 hours worked)
There were no fatalities experienced during 2020. The last fatal incident was experienced in the Group during 2014. This is a remarkable achievement and every effort is made to ensure the ongoing prevention of fatalities.   
The following achievements are noted for 2020:
 
Page 1

 
UNDERGROUND MINING SERVICES LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020

• Transitioned from the “old” OHSAS 18001 standard to the “new” ISO 45001 standard.
• External certification of the integrated management system was maintained. This includes ISO 9001, ISO
          14001 & ISO 45001. (DEKRA, German Certification Body.) Induction program updated and rolled out.
• All Safety, Health, Environment and Quality (SHEQ) Objectives for 2020 were achieved.

Business risk
Our ability to identify and manage the risks to our business is critical to our success. The Directors have identified the following key operational risks:
• 
Project Performance: Ineffective and inefficient project management could lead to additional costs being incurred which will affect the overall project performance and therefore the financial performance of the Group. Managing contract risk is essential as the Group may commit to contractual terms and conditions that expose it to excessive financial risks and potential cost overruns. Since the formation of the Group, policies and procedures have been instituted for contract approval including bid approval models, peer review and Board approval. Experienced management teams have been recruited for all service offerings with the relevant technical and industry knowledge. All contracts are reviewed by internal legal staff and regular project performance reviews are undertaken involving finance, commercial and operational personnel.
• 
Safety Risk: Due to the nature of the Group’s operations, safety is a significant issue for the Company. Failure to maintain high levels of safety can result in harm and serious injury to our employees and significantly impact our ability to carry out our business. A comprehensive set of safety procedures are in place and these are regularly reviewed and updated for any new risks which have been identified. In addition, the Group regularly introduces new safety campaigns to improve performance. A dedicated Safety, Health, Environment, Quality and Training department (SHEQT) monitors safety performance and events on a daily basis. Each site has a dedicated safety officer responsible for managing safety matters, including monitoring the progress of action plans, reporting on safety incidents and ensuring the Group’s policies are being adhered to.
• 
Political Risk: There are political, social and labour relations risks in some of the geographies where the Group operates. The political, social or economic environment in any jurisdiction may change leading to the inability to realise the expected results from our projects. The Group seeks to mitigate these risks where possible by diversifying both geographically and in terms of end users. Political risks are mitigated through contractual terms agreed.
• 
Legal and Regulatory: Changes in standards, laws and regulations in the countries where we operate affect our business. Some of the jurisdictions in which the Group operates pose particular and often heightened reputational issues that need to be managed appropriately. We are conscious of the risk of failure to comply with anti-bribery, anti-corruption, anti-money laundering and/or sanctions laws and regulations which could lead to financial penalties and criminal prosecutions. We adhere to the principle of self-regulation backed by appropriate policies and management review. The Group actively monitors regulatory and political developments on a continuous basis to ensure we are in compliance with all relevant regulations. We have developed a Group-wide anti-bribery and corruption policy which has been implemented throughout the Group.
• 
Commodity Cycle: The Group’s customers operate in markets which are closely linked to the global economic environment and the commodities cycle. As a result, demand for the Group’s services are impacted by changes in global economic performance. The Group seeks to mitigate this risk by pursuing a strategy to increase geographic, commodity and end market diversity.
• 
South African Operations, Black Economic Empowerment: The ability to generate work in South Africa, the traditional home base of the Group, requires compliance with the South African Government’s black economic empowerment policies and depends on the South African Companies BBBEE ratings. The various elements of the BBBEE scorecard are tracked monthly and management continuously explores how to improve the rating.

Page 2

 
UNDERGROUND MINING SERVICES LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020

Key performance indicators
 
The group utilises the following key performance indicators;
• Order Book and Pipeline: value of contracts on hand, high probably awards, tenders submitted, prospects and
   leads.
• Contribution and Contribution Margin: Project-level Revenues less Cost of Sales.
• Overheads and Under-recovered Overheads.
• Cash Flow.
In the opinion of the directors, disclosure of information on the key performance indicators would be seriously prejudicial to the interests of the Group.


This report was approved by the board on 28 January 2022 and signed on its behalf.



Robin Zachary Haller
Director

Page 3

 
UNDERGROUND MINING SERVICES LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2020

The directors present their report and the financial statements for the year ended 31 December 2020.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Principal activity

Underground Mining Services Limited is a holding entity of a trading group incorporated in United Kingdom with interests in the mining industry. The parent company commenced its trade in the provision of mining consultancy services during the year. The group operates in United Kingdom, Africa and USA.

Results and dividends

The profit for the year, after taxation and minority interests, amounted to $515,986 (2019 - $3,328,731).

During the year the company paid a dividend of $Nil (2019: $Nil).

Directors

The directors who served during the year were:

Alexander Zachary Haller 
Robin Zachary Haller 

Matters covered in the strategic report

Management's review of developments and future prospects and principal risks and uncertainties are included in the Strategic Report.

Page 4

 
UNDERGROUND MINING SERVICES LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

The Group is involved in mining construction projects. These projects are typically significant contractual arrangements spanning multiple financial reporting periods. Subsequent to the year end, the group was awarded contracts for the design of new shafts in South America and North America. The group is involved in continuous tendering and business development initiatives in order to secure new contracts and the volume of new contract awards since the beginning of 2021 is the highest since the group was formed in 2015.
At the time of approval of these financial statements, the Covid-19 outbreak continues to cause impact to the global economy. The management of the Group do not believe that the economic effect of the outbreak will have a direct impact on its ability to continue to provide its service. However, the demand for these services will be dependent on the overall economic environment. The management will closely monitor the situation and act accordingly to mitigate any impact.
The directors are not aware of any other material event which occurred after the reporting date and up to the date of this report.

Auditors

The auditorsSimmons Gainsford LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 28 January 2022 and signed on its behalf.
 





Robin Zachary Haller
Director

Page 5

 
UNDERGROUND MINING SERVICES LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNDERGROUND MINING SERVICES LIMITED
 

Disclaimer of opinion


We were engaged to audit the financial statements of Underground Mining Services Limited (the ‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31 December 2020 which comprise the Consolidated Balance Sheet, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Changes In Equity, the Consolidated Statement of Cash Flows, 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).
We do not express an opinion on the accompanying financial statements of the Group and parent company. Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.


Basis for disclaimer of opinion


The year ended 31 December 2019 results of Shaft Sinkers Belgium BVBA and Shaft Sinkers Mauritius Limited included in these consolidated financial statements were unaudited due to management having been denied access to the relevant companies’ financial records retained in the locations where the projects were operated. On this basis, we were unable to obtain sufficient appropriate audit evidence on the group companies’ results which are deemed significant in these consolidated financial statements. There were no other satisfactory audit procedures that we could adopt to confirm that these results are properly recorded. Please refer to note 2.2 for the details of the unaudited results. As a result of these matters, we were unable to determine whether any adjustments might have been found necessary in respect of the elements making up the comparative Consolidated Balance Sheet, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Changes In Equity, and the Consolidated Statement of Cash Flows. 
As we were unable to substantiate the opening balances for the current year, we were unable to determine whether any adjustments might have been found necessary in respect of the amounts making up the Consolidated Statement of Comprehensive Income and the Consolidated Statement of Changes In Equity and Consolidated Statement of Cashflows in the year ended 31 December 2020. As Shaft Sinkers Belgium BVBA had been dissolved and Shaft Sinkers Mauritius Limited had been disposed of by the year end date, no adjustment would be necessary in the Consolidated Balance Sheet. 
In addition, were any adjustment to the group companies’ results to be required, the strategic report would also need to be amended.


Page 6

 
UNDERGROUND MINING SERVICES LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNDERGROUND MINING SERVICES LIMITED (CONTINUED)


Conclusions related 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 or 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.


Opinion on other matters prescribed by the Companies Act 2006
Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have been unable to form an opinion, whether based on the work undertaken in the course of the audit:
•  the information given in the Group Strategic Report and Director's Report for the financial year for which
          the financial statements are prepared is consistent with the financial statements; and 
•  the  Group Strategic Report and Director's Report has been prepared in accordance with applicable legal 
          requirements.




 

Matters on which we are required to report by exception
 

Notwithstanding our disclaimer of an opinion on the financial statements, in the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the strategic report or the directors’ report.
Arising from the limitation of our work referred to above:
• we have not obtained all the information and explanations that we considered necessary for the purpose
          of our audit; and
• we were unable to determine whether adequate accounting records and returns have been kept.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
• 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.


Page 7

 
UNDERGROUND MINING SERVICES LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNDERGROUND MINING SERVICES LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 4, 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 is 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 an Auditors' report 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

In order to identify and assess the risks of material misstatements, including fraud and non-compliance with laws and regulations that could be expected to have a material impact on the financial statements, we have considered:
•  the results of our enquiries of management and those charged with governance of their assessment
           of the risks of fraud and irregularities;
•  the nature of the Company, including its management structure and control systems (including the
           opportunity for management to override such controls);
•  management’s incentives and opportunities for fraudulent manipulation of the financial statements
           including the Company’s remuneration and bonus policies and performance targets; and
•  the industry and environment in which it operates.
We also considered UK tax and pension legislation and laws and regulations relating to employment and the preparation and presentation of the financial statements such as the Companies Act 2006.
Based on this understanding we identified the following matters as being of significance to the entity:
•  laws and regulations considered to have a direct effect on the financial statements including UK financial
           reporting standards, Company Law, tax and pension legislation and distributable profits legislation;
•  the timing of the recognition of commercial income;
•  compliance with legislation relating to GDPR, health and safety; and local employment law;
•  management bias in selecting accounting policies and determining estimates;
•  inappropriate journal entries;
•  manipulation of specific performance measures to meet remuneration targets;
•  recoverability of trade and other receivables;
•  the requirement to impair its inventories and investments and the amount of any such impairment; and
•  understatement of liabilities.
 
Page 8

 
UNDERGROUND MINING SERVICES LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNDERGROUND MINING SERVICES LIMITED (CONTINUED)



We communicated the outcomes of these discussions and enquiries, as well as consideration as to where and how fraud may occur in the entity, to all engagement team members.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised:
•          enquiries of management and those charged with governance as to whether the entity complies with     
           such laws and regulations;
•  enquiries with the same concerning any actual or potential litigation or claims;
•  discussion with the same regarding any known or suspected instances of non-compliance with
           laws and regulation and fraud;
•  inspection of relevant legal correspondence;
•  assessment of matters reported to management and the result of the subsequent investigation;
•  obtaining an understanding of the relevant controls during the year;
•  obtaining an understanding of the policies and controls over the recognition of income and testing
           their implementation during the year;
•  review documentation relating to compliance with the regulations relating to health and safety
           including health and safety certificates; and fire assessment reports;
•  challenging assumptions made by management in their specific accounting policies and estimates,
           in particular in relation to depreciation of tangible fixed assets; impairment of investments; carrying
           value of inventories;
•  identifying and testing journal entries, in particular any journal entries posted with unusual account
           combinations or crediting revenue;
•  assessing the recovery of debtors in the year since the balance sheet date and challenging
           assumptions made by management regarding the recovery of balances which remain outstanding;
•  assess the completeness of material trade and other payables;
•  reviewing the financial statements for compliance with the relevant disclosure requirements;
•  performing analytical procedures to identify any unusual or unexpected relationships or unexpected
           movements in account balances which may be indicative of fraud;
•  reviewing correspondence with HMRC;
•  evaluating the underlying business reasons for any unusual transactions; and
•  considered the implementation of controls during the year.
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).


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 Auditors' report.


Page 9

 
UNDERGROUND MINING SERVICES LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNDERGROUND MINING SERVICES LIMITED (CONTINUED)


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 2006Our 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 an Auditors' report 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.





Shilen Manek  ACA FCCA (Senior statutory auditor)
  
for and on behalf of
Simmons Gainsford LLP
 
Chartered Accountants
Statutory Auditors
  
14th Floor
33 Cavendish Square
London
W1G 0PW

28 January 2022
Page 10

 
UNDERGROUND MINING SERVICES LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2020


Continuing operations
Discontin'd operations
Total
Continuing operations
Discontinued operations
Total
2020
2020
2020
2019
2019
2019
Note
$
$
$
$
$
$

  

Turnover
 4 
14,432,075
-
14,432,075
9,865,993
3,661,020
13,527,013

Cost of sales
  
(11,049,716)
-
(11,049,716)
(8,688,075)
(3,689,564)
(12,377,639)

Gross profit
  
3,382,359
-
3,382,359
1,177,918
(28,544)
1,149,374

Administrative expenses
  
(3,134,333)
(147,385)
(3,281,718)
(3,986,172)
(69,620)
(4,055,792)

Other operating income
 5 
277,788
-
277,788
127,616
-
127,616

Operating profit/(loss)
 6 
525,814
(147,385)
378,429
(2,680,638)
(98,164)
(2,778,802)

Income from participating interests
  
47,556
-
47,556
56,807
-
56,807

Income from fixed assets investments
  
280,655
-
280,655
86,493
-
86,493

Profit on sale of investments
  
-
-
-
-
5,836,995
5,836,995

Interest receivable and similar income
 10 
12,209
-
12,209
3,423
-
3,423

Interest payable and similar expenses
 11 
(145,971)
-
(145,971)
(110,156)
-
(110,156)

Profit/(loss) before taxation
  
720,263
(147,385)
572,878
(2,644,071)
5,738,831
3,094,760

Tax on profit
 12 
(73,004)
-
(73,004)
73,046
-
73,046

Profit/(loss) for the financial year
  
647,259
(147,385)
499,874
(2,571,025)
5,738,831
3,167,806

  

Currency translation differences
  
(807,224)
(1,604,988)
Page 11

 
UNDERGROUND MINING SERVICES LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020


Other comprehensive income for the year
  
(807,224)
(1,604,988)

  

Total comprehensive income for the year
  
(307,350)
1,562,818

Profit for the year attributable to:
  

Non-controlling interests
  
(16,112)
-
(16,112)
(160,925)
-
(160,925)

Owners of the parent Company
  
663,371
(147,385)
515,986
3,426,895
(98,164)
3,328,731

  
647,259
(147,385)
499,874
3,265,970
(98,164)
3,167,806

Total comprehensive income for the year attributable to:
  

Non-controlling interest
  
(16,112)
(160,925)

Owners of the parent Company
  
(291,238)
1,723,743

  
(307,350)
1,562,818

The notes on pages 23 to 44 form part of these financial statements.

Page 12

 
UNDERGROUND MINING SERVICES LIMITED
REGISTERED NUMBER: 09411191

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2020

2020
2019
Note
$
$

Fixed assets
  

Tangible assets
 13 
481,363
459,463

Investments
 14 
659,363
737,712

  
1,140,726
1,197,175

Current assets
  

Stocks
 15 
314,481
66,258

Debtors: amounts falling due after more than one year
 16 
702,477
-

Debtors: amounts falling due within one year
 16 
3,006,046
2,367,869

Cash at bank and in hand
 17 
5,102,548
395,656

  
9,125,552
2,829,783

Creditors: amounts falling due within one year
 18 
(9,773,492)
(6,798,972)

Net current liabilities
  
 
 
(647,940)
 
 
(3,969,189)

Creditors: amounts falling due after more than one year
 19 
(3,572,150)
-

  

Net liabilities
  
(3,079,364)
(2,772,014)


Capital and reserves
  

Called up share capital 
 20 
10,702,630
10,702,630

Foreign exchange reserve
 21 
1,332,631
2,139,855

Profit and loss account
 21 
(11,886,998)
(12,402,984)

Equity attributable to owners of the parent Company
  
148,263
439,501

Non-controlling interests
  
(3,227,627)
(3,211,515)

  
(3,079,364)
(2,772,014)


Page 13

 
UNDERGROUND MINING SERVICES LIMITED
REGISTERED NUMBER: 09411191
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2020

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 January 2022.




Robin Zachary Haller
Director

The notes on pages 23 to 44 form part of these financial statements.

Page 14

 
UNDERGROUND MINING SERVICES LIMITED
REGISTERED NUMBER: 09411191

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2020

2020
2019
Note
$
$

Fixed assets
  

Investments
 14 
102
104

  
102
104

Current assets
  

Debtors: amounts falling due after more than one year
 16 
702,477
-

Debtors: amounts falling due within one year
 16 
1,190,067
2,983,629

Cash at bank and in hand
 17 
53,373
74,248

  
1,945,917
3,057,877

Creditors: amounts falling due within one year
 18 
(3,202,222)
(12,434,307)

Net current liabilities
  
 
 
(1,256,305)
 
 
(9,376,430)

Total assets less current liabilities
  
(1,256,203)
(9,376,326)

  

Creditors: amounts falling due after more than one year
 19 
(3,572,150)
-

  

Net liabilities
  
(4,828,353)
(9,376,326)


Capital and reserves
  

Called up share capital 
 20 
10,702,630
10,702,630

Foreign exchange reserve
 21 
(782,529)
(371,050)

Profit and loss account
 21 
(14,748,454)
(19,707,906)

  
(4,828,353)
(9,376,326)


Page 15

 
UNDERGROUND MINING SERVICES LIMITED
REGISTERED NUMBER: 09411191
    
COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2020

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements. The profit after tax of the parent company for the period was $4,959,452 (2019: $54,331 loss).
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 January 2022.


Robin Zachary Haller
Director

The notes on pages 23 to 44 form part of these financial statements.



Page 16

 

 
UNDERGROUND MINING SERVICES LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2020



Called up share capital
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


$
$
$
$
$
$


At 1 January 2020
10,702,630
2,139,855
(12,402,984)
439,501
(3,211,515)
(2,772,014)



Comprehensive income for the year


Profit for the year
-
-
515,986
515,986
(16,112)
499,874


Currency translation differences
-
(807,224)
-
(807,224)
-
(807,224)

Total comprehensive income for the year
-
(807,224)
515,986
(291,238)
(16,112)
(307,350)



At 31 December 2020
10,702,630
1,332,631
(11,886,998)
148,263
(3,227,627)
(3,079,364)



The notes on pages 23 to 44 form part of these financial statements.

Page 17

 

 
UNDERGROUND MINING SERVICES LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2019



Called up share capital
Foreign exchange reserve
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


$
$
$
$
$
$


At 1 January 2019 (as previously stated)
136
3,729,144
(15,629,495)
(11,900,215)
(2,952,379)
(14,852,594)


Prior year adjustment
-
15,699
(102,220)
(86,521)
(98,211)
(184,732)


At 1 January 2019 (as restated)
136
3,744,843
(15,731,715)
(11,986,736)
(3,050,590)
(15,037,326)



Comprehensive income for the year


Loss for the year (as restated)
-
-
3,328,731
3,328,731
(160,925)
3,167,806


Currency translation differences
-
(1,604,988)
-
(1,604,988)
-
(1,604,988)

Total comprehensive income for the year
-
(1,604,988)
3,328,731
1,723,743
(160,925)
1,562,818


Shares issued during the year
10,702,494
-
-
10,702,494
-
10,702,494



At 31 December 2019 (as restated)
10,702,630
2,139,855
(12,402,984)
439,501
(3,211,515)
(2,772,014)



The notes on pages 23 to 44 form part of these financial statements.

Page 18

 
UNDERGROUND MINING SERVICES LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2020


Called up share capital
Foreign exchange reserve
Profit and loss account
Total equity

$
$
$
$


At 1 January 2019
136
248,273
(19,653,575)
(19,405,166)


Comprehensive income for the year

Loss for the year
-
-
(54,331)
(54,331)

Currency translation differences
-
(619,323)
-
(619,323)
Total comprehensive income for the year
-
(619,323)
(54,331)
(673,654)


Contributions by and distributions to owners

Shares issued during the year
10,702,494
-
-
10,702,494



At 1 January 2020
10,702,630
(371,050)
(19,707,906)
(9,376,326)


Comprehensive income for the year

Profit for the year
-
-
4,959,452
4,959,452

Currency translation differences
-
(411,479)
-
(411,479)
Total comprehensive income for the year
-
(411,479)
4,959,452
4,547,973


At 31 December 2020
10,702,630
(782,529)
(14,748,454)
(4,828,353)


The notes on pages 23 to 44 form part of these financial statements.

Page 19

 
UNDERGROUND MINING SERVICES LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2020

2020
2019
$
$

Cash flows from operating activities

Profit for the financial year
499,874
3,167,806

Adjustments for:

Depreciation of tangible assets
87,840
86,501

Profit on disposal of tangible assets
(481)
(5,836,995)

Dividend received
(280,655)
(86,493)

Interest paid
145,971
110,156

Interest received
(12,209)
(3,423)

Taxation charge
73,004
(73,046)

(Increase)/decrease in stocks
(248,223)
83,883

(Increase)/decrease in debtors
(849,622)
19,867,118

(Increase)/decrease in amounts owed by associates
(500,000)
-

Increase/(decrease) in creditors
5,802,424
(18,717,630)

Share of operating (profit) in joint ventures
(47,556)
(56,807)

Corporation tax (paid)/received
(8,583)
147,307

Foreign exchange
(834,403)
(1,342,280)

Net cash generated from operating activities

3,827,381
(2,653,903)


Cash flows from investing activities

Purchase of tangible fixed assets
(116,046)
(113,272)

Sale of tangible fixed assets
33,966
-

Sale of fixed asset investments
-
(681,770)

Purchase of share in joint ventures
(500,000)
(55,000)

Interest received
12,209
3,423

Repayment from loan investments
625,905
401,456

Dividends received
280,655
86,493

Net cash from investing activities

336,689
(358,670)

Cash flows from financing activities

Repayment of loans
-
(298,297)

New loans from group companies
750,154
2,774,602

Interest paid
(145,971)
(110,156)

Net cash used in financing activities
604,183
2,366,149

Net increase/(decrease) in cash and cash equivalents
4,768,253
(646,424)

Cash and cash equivalents at beginning of year
220,771
867,195
Page 20

 
UNDERGROUND MINING SERVICES LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2020


2020
2019

$
$


Cash and cash equivalents at the end of year
4,989,024
220,771


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
5,102,548
395,656

Bank overdrafts
(113,524)
(174,885)

4,989,024
220,771


The notes on pages 23 to 44 form part of these financial statements.

Page 21

 
UNDERGROUND MINING SERVICES LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2020





At 1 January 2020
Cash flows
Other non-cash changes
At 31 December 2020
$

$

$

$

Cash at bank and in hand

395,656

4,706,892

-

5,102,548

Bank overdrafts

(174,885)

61,361

-

(113,524)

Debt due after 1 year

-

(750,154)

(2,821,996)

(3,572,150)

Debt due within 1 year

(2,821,996)

-

2,821,996

-


(2,601,225)
4,018,099
-
1,416,874

The notes on pages 23 to 44 form part of these financial statements.

Page 22

 
UNDERGROUND MINING SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020

1.


General information

Underground Mining Services Limited is a private company limited by shares, and is incorporated in England and Wales. The address of its registered office is 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, WA14 2DT.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements is in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Cmprehensive Icome in these financial statements.
The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2018.

Included in the consolidated financial statements are the unaudited 2020 results of Shaft Sinkers Belgium BVBA. The management has been denied access to the accounting records kept at the roject site and these records are necessary for the audit. A disclaimer of opinion is given in the auditors' report of these consolidated financial statements by virue of this.
These consolidated financial statements included net assets of $nil (2019: unaudited net liabilities of $54,694) for Shaft Sinkers Belgium BVBA as these were fully impaired and also all liabilities were settled as at 31 December 2020. The unaudited 2020 net loss of Shaft Sinkers Belgium BVBA included in these consolidated financial statements are $147,385 (2019: net profit of $97,458).
The results of the dormant subsidiary undertakings are not included in the consolidated financial statements. The aggregated results of these dormant subsidiaries are immaterial on a group basis.
In preparing the separate financial statements of the parent company, advantage has been taken of the disclosure exemptions available in FRS 102 whereby no Statement of Cash Flows has been
Page 23

 
UNDERGROUND MINING SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020

2.Accounting policies (continued)


2.2
Basis of consolidation (continued)

presented for the parent company.

 
2.3

Going concern

The Group is involved in mining construction projects. These projects are typically significant contractual arrangements spanning multiple financial reporting periods. Subsequent to the year end, the group was awarded contracts for the design of new shafts in South America and North America. The group is involved in continuous tendering and business development initiatives in order to secure new contracts and the volume of new contract awards since the beginning of 2021 is the highest since the group was formed in 2015.
The directors have prepared cash flow forecasts for a period of 12 months from the date of approval of these financial statements based on the company’s secured order book. The possible effects of Covid-19 have been considered in these cash flow forecasts. The Company has obtained confirmation from Zachary Asset Holdings Limited, the parent undertaking of the Group, that it does not intend to demand repayment of these facilities for at least 12 months from the date of signing these financial statements, unless the Group is in a position to do so without impacting going concern. 
Based on these indications the directors believe that it remains appropriate to prepare the financial statements on a going concern basis. 

Page 24

 
UNDERGROUND MINING SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The financial statements are presented in USD, which is the group subsidiaries' functional currency. The parent company's functional currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Dollars at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Page 25

 
UNDERGROUND MINING SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020

2.Accounting policies (continued)

 
2.5

Revenue

Revenue generated from mining consultancy services and technical drawings is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
•      the amount of revenue can be measured reliably;
•      it is probable that the Group will receive the consideration due under the contract;
•      the stage of completion of the contract at the end of the reporting period can be measured
       reliably; and
•      the costs incurred and the costs to complete the contract can be measured reliably.
Revenue is attributable to sales globally. In the opinion of the directors, disclosure of the geographical and sales type analysis of turnover would be prejudicial to the company.

 
2.6

Operating leases: the Group as lessee

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

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 26

 
UNDERGROUND MINING SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020

2.Accounting policies (continued)

 
2.10

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 27

 
UNDERGROUND MINING SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020

2.Accounting policies (continued)


2.11
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Short-term leasehold property
-
Over life of lease of 3.25 years
Plant and machinery
-
Between 2 and 20 years
Furniture and fixtures
-
6 years
Office equipment
-
6 years
IT equipment and computer software
-
Between 3 and 6 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.13

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.
An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated statement of comprehensive income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated balance sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.

Page 28

 
UNDERGROUND MINING SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020

2.Accounting policies (continued)

 
2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Stocks include work in progress in relation to unbilled labour and attributable overheads on long-term contracts.

 
2.15

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. 
In the Consolidated statement of cash flows, cash are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.17

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.18

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the Balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the Balance sheet date.

 
2.19

Financial instruments

The Group 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.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially
Page 29

 
UNDERGROUND MINING SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020

2.Accounting policies (continued)


2.19
Financial instruments (continued)

at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Investments in non-derivative instruments that are equity to the issuer are measured:
at fair value with changes recognised in the Consolidated statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably;
at cost less impairment for all other investments.

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 Consolidated statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

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 Group would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Page 30

 
UNDERGROUND MINING SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of financial statements in conformity with generally accepted financial accounting principles requires management, from time to time, to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. These estimates and associated assumptions are based on experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
The application of the going concern basis of preparation of these financial statements is a critical judgement by the Directors (refer to note 2.3).
The carrying amount of fixed assets requires management to exercise judgement with regard to the continued value in use vs fair value less costs to sell, particularly because of the group's trading position and outlook. Given the nature of activities, the group's contracts span multiple financial reporting periods and revenue recognised can be subject to retention until completion of projects in the ordinary course of business. As such, trade receivables require management to consider the overall contract position, performance and outlook.
Key sources of estimation uncertainty
Impairment of financial assets
The impairment provisions for financial assets are based on assumptions about risk of default and expected loss rates. The group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the group’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.
Allowance for slow moving, damaged and obsolete stocks
Management assesses whether stock is impaired by comparing its cost to its estimated net realisable value. Where an impairment is necessary, stock items are written down to net realisable value. The write down is included in cost of sales.
Impairment testing
The group reviews and tests the carrying value of assets when events or changes in circumstances suggest that the carrying amount may not be recoverable. When such indicators exist, management determine the recoverable amount by performing value in use and fair value calculations. These calculations require the use of estimates and assumptions. When it is not possible to determine the recoverable amount for an individual asset, management assesses the recoverable amount for the cash generating unit to which the asset belongs.
Useful lives of property, plant and equipment
Management assess the appropriateness of the useful lives of property, plant and equipment at the end of each reporting period. The useful lives of motor vehicles, furniture and computer equipment are determined based on group replacement policies for the various assets. Individual assets within these classes, which have a significant carrying amount are assessed separately to consider whether replacement will be necessary outside of normal replacement parameters. The useful life of manufacturing equipment is assessed annually based on factors including wear and tear, technological obsolescence and usage requirements.
When the estimated useful life of an asset differs from previous estimates, the change is applied prospectively in the determination of the depreciation charge.

 
Page 31

 
UNDERGROUND MINING SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020

3.Judgements in applying accounting policies (continued)

Provisions
Provisions are inherently based on assumptions and estimates using the best information available. 


4.


Turnover

The geographical and sales type analysis of turnover are not disclosed in these financial statements as such information would be prejudicial to the company in the opinion of the directors.


5.


Other operating income

2020
2019
$
$

Sundry income
277,788
127,616

277,788
127,616



6.


Operating profit/(loss)

The operating profit/(loss) is stated after charging:

2020
2019
$
$

Exchange differences
(544,080)
(1,530,821)

Operating lease rentals
235,784
325,440

Depreciation charge on fixed assets
87,840
86,501


7.


Auditors' remuneration

2020
2019
$
$


Fees payable to the Group's auditor and its associates for the audit of the Group's annual financial statements
36,000
35,000


Fees payable to the Group's auditor and its associates in respect of:


Taxation compliance services
6,000
6,000

All other services
3,000
3,000

9,000
9,000

Page 32

 
UNDERGROUND MINING SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020

8.


Employees

Staff costs were as follows:


Group
Group
Company
Company
2020
2019
2020
2019
$
$
$
$


Wages and salaries
2,088,726
3,249,745
-
-

2,088,726
3,249,745
-
-


No remuneration was paid to the directors of the parent company in the year. 
During the year, the Group paid $608,602 (2019: $525,883) to its key management personnel. 

The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2020
        2019
        2020
        2019
            No.
            No.
            No.
            No.









Directors
2
2
2
2



Senior management and executives
12
7
-
-



Administration
14
14
-
-



Production
68
98
-
-



Engineering
34
27
-
-



Commercial and sales
10
10
-
-

140
158
2
2


9.


Income from investments

2020
2019
$
$





Dividends received from unlisted investments
280,655
86,493

280,655
86,493


Page 33

 
UNDERGROUND MINING SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020

10.


Interest receivable

2020
2019
$
$


Other interest receivable
12,209
3,423

12,209
3,423


11.


Interest payable and similar expenses

2020
2019
$
$


Bank interest payable
145,971
110,156

145,971
110,156


12.


Taxation


2020
2019
$
$

Corporation tax


Current tax on profits for the year
-
108

Adjustments in respect of previous periods
-
(73,154)


-
(73,046)

Foreign tax


Foreign tax on income for the year
73,004
-

73,004
-

Total current tax
73,004
(73,046)

Deferred tax

Total deferred tax
-
-


Taxation on profit/(loss) on ordinary activities
73,004
(73,046)
Page 34

 
UNDERGROUND MINING SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2019 - lower than) the standard rate of corporation tax in the UK of 19% (2019 - 19%). The differences are explained below:

2020
2019
$
$


Profit on ordinary activities before tax
572,878
3,094,760


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2019 - 19%)
108,847
588,004

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
(195,940)
41,874

Utilisation of tax losses
(9)
(4,450)

Foreign tax rate differential
73,004
(10,793)

Adjustments to tax charge in respect of prior periods
-
(73,154)

Short term timing difference leading to an increase (decrease) in taxation
(137,283)
(86,238)

Non-taxable dividend income
(59,892)
(16,434)

Changes in provisions leading to an increase (decrease) in the tax charge
2,222
-

Unrelieved tax losses carried forward
131,023
444,836

Other tax adjustments
151,032
(956,691)

Total tax charge for the year
73,004
(73,046)

The Group has tax losses of $23,918,225 carried forward (2019: $25,004,017) which may be offset against the group companies' future taxable profits subject to the local tax laws of their respective jurisdictions.  


Factors that may affect future tax charges

In the March 2021 Budget announcement in the United Kingdom, it was announced that the Corporation Tax rate will increase to 25% for larger companies from 1 April 2023.

Page 35

 


 
UNDERGROUND MINING SERVICES LIMITED


 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020


13.


Tangible fixed assets


Group







Plant and machinery
Motor vehicles
Furniture and fixtures
IT equipment and computer software
Total

$
$
$
$
$



Cost or valuation


At 1 January 2020
533,071
78,761
137,318
118,135
867,285


Additions
86,999
-
2,826
26,221
116,046


Disposals
(703)
-
(10,573)
(36,122)
(47,398)


Exchange adjustments
(20,892)
(3,187)
(8,690)
(1,907)
(34,676)



At 31 December 2020

598,475
75,574
120,881
106,327
901,257



Depreciation


At 1 January 2020
188,120
41,118
114,682
63,902
407,822


Charge for the year on owned assets
50,210
7,912
17,489
12,229
87,840


Disposals
(176)
-
(10,573)
(3,164)
(13,913)


Exchange adjustments
(43,539)
(1,454)
(5,668)
(11,194)
(61,855)



At 31 December 2020

194,615
47,576
115,930
61,773
419,894



Net book value
Page 36

 


 
UNDERGROUND MINING SERVICES LIMITED


 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020

           13.Tangible fixed assets (continued)




At 31 December 2020
403,860
27,998
4,951
44,554
481,363



At 31 December 2019
344,951
37,643
22,636
54,233
459,463

Page 37

 
UNDERGROUND MINING SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020

14.


Fixed asset investments

Group





Loan investments
Investment in joint ventures
Total

$
$
$



Cost or valuation


At 1 January 2020
625,905
111,807
737,712


Additions
-
547,556
547,556


Disposals
(625,905)
-
(625,905)



At 31 December 2020
-
659,363
659,363




Company





Investments in subsidiary companies

$



Cost or valuation


At 1 January 2020
104


Disposals
(2)



At 31 December 2020
102




Page 38

 
UNDERGROUND MINING SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

UMS Management Services South Africa (Pty) Ltd
South Africa
Management and administration services for the group companies
Ordinary
100%
Shaft Sinkers Mining Services Ltd ^
Zambia
Dormant
Ordinary
70%
METS International Limited
England & Wales
Mining consultancy services
Ordinary
100%
METS South Africa (Pty) Ltd **
South Africa
Mining infrastructure engineering design
Ordinary
100%
Shaft Sinkers Mining (Pty) Ltd *
South Africa
Mining services
Ordinary
51%
Futuro Supply Chain Solutions (Pty) Ltd *
South Africa
Supplies to the group companies
Ordinary
100%
UMS India Limited ^
England & Wales
Dormant
Ordinary
100%
METS Projects (Pty) Ltd ^
South Africa
Dormant
Ordinary
51%
METS SA Operations (Pty) Ltd **; ^
South Africa
Dormant
Ordinary
70%
Underground Mining Services NA
United States
Holding of joint venture investment
Ordinary
100%
UMS Botswana Proprietary Limited
Botswana
Mining infrastructure engineering design
Ordinary
100%

* = Indirect subsidiary undertakings via UMS Management Services South Africa (Pty) Ltd
** = Indirect subsidiary undertakings via METS International Limited
^ = The results of these subsidiary undertakings are not included in the consolidated financial statements
    due to their dormancy. The aggregated results of these dormant subsidiaries are immaterial on a
    group basis.

Liquidation of subsidiary
Shaft Sinkers Belgium BVBA, a wholly-owned subsidiary, was dissolved in 2020 subsequent to the completion of its sole contract in the DRC.


Joint venture


The following was a joint venture of the Company:


Name

Registered office

Principal activity

Holding

Harrison Western Shaft Sinkers JV, LLC
United States
Shaft sinking services
50%

The Group has a 50% holding in the above named joint venture via its wholly owned subsidiary Underground Mining Services NA.

Page 39

 
UNDERGROUND MINING SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020

15.


Stocks

Group
Group
2020
2019
$
$

Consumables
30,927
66,258

Work in progress
283,554
-

314,481
66,258


Long term contract balances consist of:

Group
Group
2020
2019
$
$


Costs to date less provision for losses
283,554
-

283,554
-


Page 40

 
UNDERGROUND MINING SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020

16.


Debtors

Group
Group
Company
Company
2020
2019
2020
2019
$
$
$
$

Due after more than one year

Trade debtors
702,477
-
702,477
-

702,477
-
702,477
-


Group

Group
Company

Company
2020
2019
2020
2019
$
$
$
$

Due within one year

Trade debtors
733,059
1,458,131
-
515,135

Amounts owed by group undertakings
-
-
1,190,067
2,468,494

Amounts owed by joint ventures and associated undertakings
500,000
-
-
-

Other debtors
1,021,574
341,258
-
-

Prepayments and accrued income
191,901
-
-
-

Tax recoverable
559,512
568,480
-
-

3,006,046
2,367,869
1,190,067
2,983,629



17.


Cash and cash equivalents

Group

Group
Company

Company
2020
2019
2020
2019
$
$
$
$

Cash at bank and in hand
5,102,548
395,656
53,373
74,248

Less: bank overdrafts
(113,524)
(174,885)
-
-

4,989,024
220,771
53,373
74,248


Page 41

 
UNDERGROUND MINING SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020

18.


Creditors: Amounts falling due within one year

Group

Group
Company

Company
2020
2019
2020
2019
$
$
$
$

Bank overdrafts
113,524
174,885
-
-

Payments received on account
5,711,673
-
-
-

Trade creditors
725,178
1,251,692
2,654,905
1,267,062

Amounts owed to group undertakings
-
2,821,996
6,141
10,800,323

Corporation tax
479,243
423,790
180,474
103,273

Other taxation and social security
1,348,991
786,464
-
-

Other creditors
68,519
80,556
185
178

Accruals and deferred income
1,326,364
1,259,589
360,517
263,471

9,773,492
6,798,972
3,202,222
12,434,307



19.


Creditors: Amounts falling due after more than one year

Group

Group
Company

Company
2020
2019
2020
2019
$
$
$
$

Amounts owed to group undertakings
3,572,150
-
3,572,150
-

3,572,150
-
3,572,150
-


A loan of $3,572,150 (2019: $2,821,996 included in amount falling due within one year) from Zachary Asset Holdings Limited to the parent company is secured by the following securities pledged in favor of the lender:
- Share charge over entire share capital of UMS Management Services South Africa (Pty) Ltd.


20.


Share capital

2020
2019
$
$
Allotted, called up and fully paid



Nil (2019 - 5) A shares of £1.00 each
-
7
8,104,109 (2019 - 8,104,104) Ordinary shares of £1.00 each
10,702,630
10,702,623

10,702,630

10,702,630

Page 42

 
UNDERGROUND MINING SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020

20.Share capital (continued)

In January 2020 5 A shares were converted into Ordinary shares.
Subject to the Companies Act 2006, but without prejudice to any other provisions of the Company's Artcles of Association, the company may (through the passing of a resolution) purchase its own shares with cash up to any amount in a financial year not exceeding the lower of:
(a) £15 000 or
(b) the value of 5% of the Company's share capital.
No shares were repurchased during the current year in terms of this authority.



21.


Reserves

Foreign exchange reserve

Represents the effect of changes in exchange rates arising from translating the financial statements of the parent company and its subsidiary undertakings into the Group's reporting currency.

Profit and loss account

This represents all current and prior period retained profits and losses


22.


Discontinued operations

Shaft Sinkers Belgium BVBA was dissolved in November 2020. Its results for both 2020 and 2019 have been included in Discontinued Operations in the Consolidated Statement of Comprehensive Income. The net loss of Shaft Sinkers Belgium BVBA included in these consolidated financial statements as discontinued operations are $147,385 (2019: net profit of $97,458).
These consolidated financial statements included Shaft Sinkers Belgium BVBA's net assets of £nil as these were fully impaired after the subsidiary was dissolved in November 2020.   
In the prior year, the group discontinued its operations in Shaft Sinkers Mauritius Limited. Shaft Sinkers Mauritius Limited was sold to a related party in February 2019 for a consideration that is immaterial to be disclosed.  




Page 43

 
UNDERGROUND MINING SERVICES LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020

23.


Commitments under operating leases

At 31 December 2020 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2020
2019
$
$

Not later than 1 year
15,927
240,879

Later than 1 year and not later than 5 years
-
442,230

15,927
683,109

24.


Related party transactions

The Company has taken advantage of the exemption available in FRS102 not to disclose transactions entered into between two or more wholly owned members of a group.
During the year, the Group made sales in the amount of $1,214,696 (2019: $487,780) to a joint venture in which the Group has a 50% interest. At the balance sheet date the group had a trade debtor balance of $702,477 (2019: $486,139) and a loan of $500,000 due from the joint venture.    


25.


Post balance sheet events

The Group is involved in mining construction projects. These projects are typically significant contractual arrangements spanning multiple financial reporting periods. Subsequent to the year end, the group was awarded contracts for the design of new shafts in South America and North America. The group is involved in continuous tendering and business development initiatives in order to secure new contracts and the volume of new contract awards since the beginning of 2021 is the highest since the group was formed in 2015.
At the time of approval of these financial statements, the Covid-19 outbreak has caused an impact to the global economy. The management of the Group do not believe that the economic effect of the outbreak will have a direct impact on its ability to continue to provide its service. However, the demand for these services will be dependent on the overall economic environment. The management will closely monitor the situation and act accordingly to mitigate any impact. On this basis, the directors do not consider there to be any adjustments necessary to these financial statements.


26.


Controlling party

The Group's holding company is Zachary Asset Holdings Ltd which holds 100% of the Group's equity. Zachary Asset Holdings Ltd is incorporated in Jersey.
The ultimate controlling party of the group is the Haller Family.

Page 44