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Company Registration Number SC192044
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UMBRELLA CONTRACTS LIMITED
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UMBRELLA CONTRACTS LIMITED
COMPANY INFORMATION
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David John Corkill (resigned 5 July 2021)
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Kelly Edith Joyce Armstrong (appointed 5 July 2021,resigned 5 May 2023)
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Helen Little (appointed 5 May 2023)
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Catherine Leanne Makey Delaney (appointed 5 May 2023)
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Mossknowe Steading Kirkpatrick Fleming
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Mortimer Childe Services Limited
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Chartered Certified Accountants
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UMBRELLA CONTRACTS LIMITED
CONTENTS
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Independent auditors' report
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Statement of income and retained earnings
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Statement of financial position
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Notes to the financial statements
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UMBRELLA CONTRACTS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2021
Principal activity, business review and key performance indicators
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The principal activity of the company during the year continued to be the provision of consultancy services.
The company's key financial performance indicators continue to be those that communicate the performance and financial strength of the company as whole, these being turnover and operating profit.
Turnover has decreased this year directly due to the impact of Covid-19 on the sector and it's uncertainty, and to the "Off-payrolling in the Public Sector" legislation introduced in the prior year and uncertainty in regard to the impact of the IR35 legislation on the Private Sector due to be implemented 6th April 2021 and the ramifications of Brexit.
The company's continuing investments in its people and systems remain key to our service offering and this work remains crucial to this strategy.
Principal risks and uncertainties
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The business environment in which we operate continues to present challenges with the most significant risk and uncertainty faced by the company from the regulatory risk around changes to employment and the imposition of increased statutory tax legislation placing additional heavy administrative burdens to meet government compliance requirements. Further announcements by the government to introduce more legislation will undoubtedly create some volatility and the results of the negotiations on 'Brexit' have made it difficult to measure the likely future impact on trading going forward.
Post balance sheet impact of Covid-19 coupled with the reality of Brexit itself have not been favourable to businesses in the main segments of the markets in which we operate and this is resulting in lost/frustrated contracts etc, the impact of which is being felt with lower revenues and profitability. However, we are confident that the markets will rebound strongly as these aspects work their way forward.
Credit risk - is strictly monitored to ensure that this risk is minimised.
Liquidity risk - the policy is to maintain sufficient liquid assets to cover cash flow fluctuations and to meet future liabilities.
Page 1
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UMBRELLA CONTRACTS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2021
Directors' statement of compliance with duty to promote the success of the Company
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The Director promotes the success of the company for the benefit of the sole shareholder (Mossknowe Holdings Limited) and that of the sole shareholder of its ultimate parent while taking into account, amongst other matters, the following:
• Long-term consequences of decisions – The board of management makes the principal decisions of the company and will clearly delegate to the operational team. The Director who is the final decision maker for all long-term consequences will consider any changes to these that affect our stakeholders. Effective decision-making entails the need to consider the interests of the company employees alongside the business relationships of our customers and suppliers. This is fundamental to effective decision making. Regular management operational team meetings feed details into the monthly Board meetings of the company to aid this process;
• Interests of company employees – see statement headed “Employee Involvement” in the Director's Report;
• Relationship with suppliers, customers and others – see statement headed “Stakeholder
management” in the Director's Report;
• The impact on the community and the environment – We take our community responsibilities
seriously and work closely with key stakeholders, government agencies and local authorities in terms of monitoring our carbon reduction, waste management water and energy use reduction. Managing waste is a key priority and we have implemented an on-site recycling that reduces the level and cost of waste going to landfill sites;
• The desirability of maintaining a high reputation for standards of business conduct – The Director continually strives to maintain a high standard of business conduct, culture, values, ethics and reputation, and takes his responsibilities seriously to ensure these obligations to stakeholders is met. Good governance and effective communications are essential in the delivery of these values. Observing these values will ultimately protect the company’s reputation; and
• The need to act fairly between members of the company – The Company’s only member is
Mossknowe Holdings Limited which is 100% owned by D Corkill. As both the sole member and the company are in the same group, the member has direct access to the Board. The director is in regular contact with the sole member, ensuring that the member is kept informed of events and has opportunity to take part in the running and strategic direction of the company.
The Director of the Company considers she has discharged her duties under Section 172 taking into account the factors listed above in decisions made during the year. Many of the decisions taken by the Director during the year relate to supporting the strategic initiatives of Umbrella Contracts Ltd including the development of the intellectual property of the Company as one of its strategic assets.
This report was approved by the board and signed on its behalf.
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Helen Little
Director
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Page 2
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UMBRELLA CONTRACTS LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2021
The directors present their report and the financial statements for the period ended 31 March 2021.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic report, the Directors' report 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 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 of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The profit for the period, after taxation, amounted to £507,438 (2020 - loss £265,923).
Particular of dividends are detailed in note 10 to the financial statements.
The directors who served during the period were:
David John Corkill (resigned 5 July 2021)
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Kelly Edith Joyce Armstrong (appointed 5 July 2021, resigned 5 May 2023)
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Streamlined Energy and Carbon Reporting (SECR)
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The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 introduced energy and carbon reporting requirements for large unquoted companies in the UK.
The company has taken the exemption available from presenting the SECR disclosures as this information is included in the Director's Report of Mossknowe Holdings Limited, the parent undertaking.
The Company has identified new opportunities in alternate market sectors and has been developing its product portfolio. This work will continue.
Page 3
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UMBRELLA CONTRACTS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2021
Engagement with employees
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The company acknowledges the importance of employees in delivering the company's business plan. It ensures its employees have the relevant information and are consulted with and involved in matters that are of concern to them.
The company treats all employees with dignity and respect and provides an environment for learning and working that is free from unlawful discrimination, harassment, bullying and victimisation. During the year, the policy of providing employees with information about the company continues.
The company always considers applications for employment from disabled persons where the candidate’s particular aptitudes and abilities are consistent with adequately meeting the requirements of the job. Where existing employees become disabled, it is the company’s policy to provide continuing employment wherever practicable in the same or an alternative position and to provide appropriate training to achieve this aim.
The directors stakeholder policy ensures that the business relationships with the many stakeholders (customers, suppliers, employees, shareholders and government entities) is maintained to foster good relations and transparency in our business and personal dealings. The effect of these relationships has impact directly on the performance of the company and its employees and in the wider field, which will influence potential future engagements. Our stakeholders will rely upon us to engage with them in a manner that is fair, considerate, tolerant, respectful and consistent.
The board of management recognises that it has a responsibility for the majority of engagement with its stakeholders and regularly reviews how it performs. An example this year has been the advent of Covid-19 that has specifically highlighted to the board of management the need to engage more thoroughly with suppliers and employees.
Matters covered in the Strategic report
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Business review, principal risks and uncertainties, and financial key performance indicators are included in the Strategic Report on page 1.
Disclosure of information to auditors
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The director at the time when this Director's Report is approved has confirmed that:
so far as she is aware, there is no relevant audit information of which the Company's auditors
are unaware, and
she 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's auditors are aware of that
information.
Page 4
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UMBRELLA CONTRACTS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2021
Post balance sheet events
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On 31 May 2021, a management buyout has been effected post balance sheet between Mossknowe Holdings Limited (SC460675), the parent company, and Batch Holdings Limited (13208030) under the terms of a loan note instrument in favour of Mossknowe Holdings Limited. The registration of a charge in favour of Mossknowe Holdings Limited has been registered with Companies House.
The auditors, Mortimer Childe Services Ltd, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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Helen Little
Director
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Page 5
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UMBRELLA CONTRACTS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UMBRELLA CONTRACTS LIMITED
We have audited the financial statements of UMBRELLA CONTRACTS LIMITED (the 'Company') for the period ended 31 March 2021, which comprise the Statement of income and retained earnings, the Statement of financial position and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
∙give a true and fair view of the state of the Company's affairs as at 31 March 2021 and of its profit for the period 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
Material uncertainty related to going concern
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We draw attention to note 2.3 and 21 in the financial statements, which details that there is an ongoing HMRC enquiry which is being taken to Tribunal review by the company. As stated in note 2.3, these events or conditions, along with the other matters as set forth in note 21, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
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.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Page 6
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UMBRELLA CONTRACTS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UMBRELLA CONTRACTS LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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.
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic report and the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.
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:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
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As explained more fully in the Directors' responsibilities statement set out on page 3, 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 Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Page 7
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UMBRELLA CONTRACTS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UMBRELLA CONTRACTS LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
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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:
∙The engagement partner ensured that the audit team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations.
∙We identified the laws and regulations applicable to the Company through discussions with Directors and other management and from our commercial knowledge and experience of this business sector.
∙We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence.
We assessed the susceptibility of the Company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud.
∙Considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls we:
∙Performed analytical procedures to identify any unusual or unexpected relationships.
∙Assessed whether judgments and assumptions made in determining accounting estimates included in the Accounts were indicative of potential bias.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiring of the Directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error, as they may involve deliberate concealment or collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial eporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.
Page 8
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UMBRELLA CONTRACTS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UMBRELLA CONTRACTS LIMITED (CONTINUED)
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 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.
Dean Horace Jarman FCCA (Senior statutory auditor)
for and on behalf of
Mortimer Childe Services Limited
Chartered Certified Accountants
18 July 2023
Page 9
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UMBRELLA CONTRACTS LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE PERIOD ENDED 31 MARCH 2021
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Interest receivable and similar income
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Interest payable and similar expenses
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Retained earnings at the beginning of the period
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Profit/(loss) for the period
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Dividends declared and paid
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Retained earnings at the end of the period
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There were no recognised gains and losses for 2021 or 2020 other than those included in the statement of income and retained earnings.
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The notes on pages 12 to 25 form part of these financial statements.
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Page 10
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UMBRELLA CONTRACTS LIMITED
REGISTERED NUMBER: SC192044
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2021
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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Helen Little
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The notes on pages 12 to 25 form part of these financial statements.
Page 11
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UMBRELLA CONTRACTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2021
Umbrella Contracts Limited is a private company, limited by shares, incorporated in the United Kingdom and registered in Scotland. The company's registered office address is Mossknowe Steading, Kirkpatrick Fleming, Lockerbie, Dumfriesshire, DG11 3BG.
2.Accounting policies
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Basis of preparation of financial statements
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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 in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial reporting standard 102 - reduced disclosure exemptions
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The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
• the requirements of Section 7 Statement of Cash Flows;
• the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
• the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48 (b) and 11.48 (c);
• the requiments of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
• the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Mossknowe Holdings Ltd as at 2 April 2021 and these financial statements may be obtained from Mossknowe Steading, Kirkpatrick Fleming, Lockerbie, Dumfriesshire, DG11 3BG.
The financial statements have been prepared on a going concern basis. In making her assessment, the director has reviewed the company's cash resources against expected future expenditure and confirmed that the company will have sufficient funds to allow it to continue to trade and meets its liabilities as they fall due for a period of at least twelve months from the date the director signs the financial statements of the company. The director's assessment takes into consideration the disruption to business and economic activity that is being caused by the COVID-19 pandemic and Brexit.
In forming this opinion, the director also considers the potential impact of the current HMRC enquiry as detailed on note 21 to these financial statements. Should the Tribunal find in favour of HMRC and any further appeal fail then payment of the liability would cause a significant going concern issue for the company. As a final conclusion to this is not expected in the next eighteen months and as such the director confirms the going concern basis of preparation is appropriate for these financial statements.
Page 12
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UMBRELLA CONTRACTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2021
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational 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.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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:
Rendering of services
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 Company 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.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Page 13
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UMBRELLA CONTRACTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2021
2.Accounting policies (continued)
Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of income and retained earnings in the same period as the related expenditure.
Interest income is recognised in profit or loss using the effective interest method.
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.
All borrowing costs are recognised in profit or loss in the period in which they are incurred.
Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.
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 reporting date in the countries where the Company operates and generates income.
Page 14
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UMBRELLA CONTRACTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2021
2.Accounting policies (continued)
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
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.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance basis.
Depreciation is provided on the following basis:
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.
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.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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.
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
Page 15
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UMBRELLA CONTRACTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2021
2.Accounting policies (continued)
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Financial instruments (continued)
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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 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.
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 income and retained earnings.
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 Company would receive for the asset if it were to be sold at the reporting date.
Financial assets and liabilities are offset and the net amount reported in the Statement of financial position 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.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
Page 16
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UMBRELLA CONTRACTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2021
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In the application of the company's accounting policies, which are described in note 2, the director is required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. 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 estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
The director considers that the accrued income and accrued income and accruals are the key sources of estimation uncertainty. These balances are material and so are key to the financial statements. The estimates are based on actual hours worked by contractors, with an assessment of whether additional amounts require to be included for unsubmitted time.
All turnover arose within the United Kingdom and is attributable to the principal activity of the company.
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The operating profit/(loss) is stated after charging:
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During the period, the Company obtained the following services from the Company's auditors and their associates:
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Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
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Page 17
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UMBRELLA CONTRACTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2021
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the directors, during the period was as follows:
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Page 18
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UMBRELLA CONTRACTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2021
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Taxation on profit on ordinary activities
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Factors affecting tax charge for the period/year
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The tax assessed for the period/year is lower than (2020 - higher than) the standard rate of corporation tax in the UK of 19% (2020 - 19%). The differences are explained below:
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Profit/(loss) on ordinary activities before tax
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Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2020 - 19%)
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Capital allowances for period/year in excess of depreciation
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Adjustments to tax charge in respect of prior periods
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Increase or decrease in pension fund prepayment leading to an increase (decrease) in tax
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Short-term timing difference leading to an increase (decrease) in taxation
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Other differences leading to an increase (decrease) in the tax charge
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Total tax charge for the period/year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
Page 19
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UMBRELLA CONTRACTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2021
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Dividends on equity capital
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Page 20
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UMBRELLA CONTRACTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2021
Page 21
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UMBRELLA CONTRACTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2021
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Amounts owed by group undertakings
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Prepayments and accrued income
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Cash and cash equivalents
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Page 22
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UMBRELLA CONTRACTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2021
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Creditors: Amounts falling due within one year
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Other taxation and social security
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Accruals and deferred income
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Creditors: Amounts falling due after more than one year
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Amounts falling due 1-2 years
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Allotted, called up and fully paid
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100 (2020 - 100) Ordinary shares of £1.00 each
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Page 23
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UMBRELLA CONTRACTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2021
Profit and loss account
This reserve includes all current and prior period retained profits and losses.
The company is currently subject to an investigation into its 2019 and 2020 corporation tax returns by HMRC. Currently the case is being referred to Independent Tribunal. The company position is being defended by an independent specialist tax advisor who has agreed to take the case to the Tribunal. The outcome is currently uncertain and therefore no further disclosure is considered appropriate.
The company makes payments to a defined contribution pension plan. The assets of the plan are held separately from those of the company in an independently administered fund. The pension cost charge represents the contributions payable by the company to the fund and amounted to £160,178 (2020: £179,277). Contributions totalling £30,409 (2020: £45,362) were payable to the fund at the reporting date and are included in creditors.
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Commitments under operating leases
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At 31 March 2021 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Page 24
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UMBRELLA CONTRACTS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2021
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Related party transactions
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As a wholly owned subsidiary of Mossknowe Holdings Limited, advantage has been taken of then exemption granted by FRS 102.33.1A, not to report details of the transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transactions is wholly owned by such a member.
At the year end, the company was owed £145,842 (2020: £27,852) from Umbrella In A Box Ltd, which is wholly owned by the director D J Corkill.
The company made purchases from Optimus Shield Ltd, which is wholly owned by the director K E J Armstrong, and at the end of the year £nil was owed from or to the company.
The company made purchases from Trade Association Of British Umbrella Companies Limited, which is wholly owned by the director D J Corkill, and at the end of the year £nil was owed from or to the company.
All of the above amounts are interest free, unsecured and repayable on demand.
At the year end, the company owed £2,339,000 (2020: £nil) to Charteris Management Ltd, which at the balance sheet date was wholly owned by the director D J Corkill. This loan is interest free, unsecured and is due to be renewed on 1 April 2022.
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At the balance sheet date the company's parent undertaking is Mossknowe Holdings Limited, which is registered in Scotland. This is the largest and smallest group for which consolidated accounts are prepared.
In the director's opinion, at the balance sheet date the ultimate controlling party is D J Corkill, by virtue of his shareholding in the parent undertaking.
Page 25
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