Registered number:
FOR THE YEAR ENDED 31 OCTOBER 2023
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ORBITAL UMBRELLA LIMITED
COMPANY INFORMATION
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ORBITAL UMBRELLA LIMITED
CONTENTS
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ORBITAL UMBRELLA LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 OCTOBER 2023
The director presents his strategic report for the year ended 31 October 2023.
Principal activity The principal activities by the group are to operate as a payroll intermediary offering outsourced self-employed and PAYE pay models to contingent workers who are engaged on temporary assignments through recruitment agencies.
2023-24 was a challenging year for the business. We experienced a drop in sales in the last half of the year which adversely affected turnover and gross margin. This was due to adverse market conditions which impacted the whole sector. Furthermore, we deemed that further provision against historic outstanding debt was required based on the age and collectability of the book debts.
The turbulent economic backdrop in the UK has impacted the construction sector with a number of large-scale construction projects being deferred to 2024 and several reputable companies going into administration. This has had a knock on effect on the business as a large proportion of workers are employed in this sector. Work has been ongoing on validation of historical debt with many customers now settling debt via payments plans or where the debt is deemed uncollectable making provision in the accounts for such. This exercise is expected to be completed during 2024. The business now has robust financial controls in place which limit exposure to bad debts so this is a legacy issue rather than an ongoing one. The business has now attained SafeRec accreditation which audits all our payslips in real-time, per pay run. This gives both workers and agencies the confidence that all payroll deductions are legitimate and all tax and national insurance contributions are being paid over to HMRC correctly. As an early adopter of SafeRec, it is felt we have a competitive advantage and an opportunity to expand market share over the coming years. Given the adverse market conditions and legacy issues regarding recoverability of debt it is felt that the modest pre-tax profit reported is reasonable. Moreover, now that the historical debt has been largely addressed, robust business processes and systems are in place and with the achievement of the SafeRec accreditation the business is well placed to grow back to previous levels of activity and importantly any increase in margin will not be eroded as has been the case in prior years.
The principal risks still include adhering to HMRC legislation and any sudden changes to how it interprets compliance enforcement for payroll intermediaries.
The business is sensitive to downturns in the construction industry and is seeking to mitigate this by targeting business within other areas such as education and healthcare.
The director uses a number of key performance indicators to monitor the performance of the business which include the following:
Gross Margin: 1.3% (2022: 1.5%); Turnover by employee: £35,751 (2022: £34,364).
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ORBITAL UMBRELLA LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
This report was approved by the board on 30 July 2024 and signed on its behalf.
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ORBITAL UMBRELLA LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 OCTOBER 2023
The director presents his report and the financial statements for the year ended 31 October 2023.
The loss for the year, after taxation, amounted to £337,068 (2022 - profit of £66,764).
The director who served during the year was:
The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the director is 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;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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.
We are hopeful that 2024 will see an upturn in the general economy and the construction sector in particular. With the advantage of SafeRec accreditation and much more robust business processes in place the business can focus it’s efforts on sales growth and we have successfully managed to achieve listing on a number of tenders due to holding the SafeRec accreditation. We expect sales to increase from Q2 onwards and plan to have an exit rate similar to FY22 levels. We are also targeting non-construction sectors such as education to mitigate exposure.
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ORBITAL UMBRELLA LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 OCTOBER 2023
The auditors, Shorts, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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ORBITAL UMBRELLA LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ORBITAL UMBRELLA LIMITED
We have audited the financial statements of Orbital Umbrella Limited (the 'Company') for the year ended 31 October 2023, which comprise the Statement of Income and Retained Earnings, the Balance Sheet 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 the prior year, in seeking to obtain sufficient appropriate audit evidence in respect of the trade debtors balance as at 31 October 2022, we were unable to confirm or verify by alternative means the recoverability, completeness or accuracy of the balance.
The nature of the Company’s (and the wider Group’s) business is that it processes large amounts of payroll data for its clients and often these clients trade with several different companies within the Group. In many instances, payments are made by clients either to the incorrect Group company or in round sum amounts with no payment reference to the original invoice being settled. Against the backdrop of Covid-19, a decision was taken by the Director to focus on continuing to deliver a high level of service to the Group’s clients and the collection of cash, rather than its allocation to the individual invoices raised. Accordingly, due to the sheer volume of transactions (both in invoices raised by Orbital and cash received from clients), a material level of unallocated cash received, and outstanding trade debtors existed across all Group Companies in the previous accounting period ended 31 October 2022. We were therefore unable to determine whether any adjustments might have been found necessary in respect of the amounts recorded or unrecorded for trade debtors, and the elements making up the Statement of Income and Retained Earnings and the Balance Sheet in the previous year. During the current year the Company have been able to identify and reconcile its unallocated cash to the appropriate historic outstanding debtor. These adjustments have been correctly reflected via the applicable intercompany account with no impact on the current year profit and loss account. We have therefore been able to obtain sufficient and appropriate audit evidence in the current year to gain comfort around the recoverability, completeness and accuracy of the trade debtors balance as at 31 October 2023. 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 Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.
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ORBITAL UMBRELLA LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ORBITAL UMBRELLA LIMITED (CONTINUED)
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The director is 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.
Except for the matter described in the basis for qualified opinion section of our report, in our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.
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ORBITAL UMBRELLA LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ORBITAL UMBRELLA LIMITED (CONTINUED)
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 Director's Report.
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 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:
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:
∙the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙through discussions with the directors and other management and from our commercial knowledge and experience of the sectors that the Company operates in, we identified the laws and regulations applicable to the Company; and
∙focusing on the specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, we assessed the extent of compliance with those laws and regulations identified above through making enquiries of management and inspecting relevant
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ORBITAL UMBRELLA LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ORBITAL UMBRELLA LIMITED (CONTINUED)
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; and
∙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;
∙considered journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates were
∙indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙enquiring of management as to actual and potential litigation and claims; and
∙reviewing any correspondence with HMRC, relevant regulators and the Company’s legal advisors.
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 enquiry 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 Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in 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.
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ORBITAL UMBRELLA LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ORBITAL UMBRELLA LIMITED (CONTINUED)
for and on behalf of
Chartered Accountants & Statutory Auditor
Cedar House
63 Napier Street
South Yorkshire
S11 8HA
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ORBITAL UMBRELLA LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 OCTOBER 2023
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ORBITAL UMBRELLA LIMITED
REGISTERED NUMBER: 07427816
BALANCE SHEET
AS AT 31 OCTOBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 12 to 18 form part of these financial statements.
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ORBITAL UMBRELLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
Orbital Umbrella Limited is a private company limited by shares, incorporated in England and Wales (registered number: 07427816). Its registered office is Digital Media Centre, County Way, Barnsley, South Yorkshire, S70 2JW.
2.Accounting policies
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 Company's functional and presentation currency is pounds sterling.
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:
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 requirements 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 Orbital Payroll Group Limited as at 31 October 2023 and these financial statements may be obtained from Companies House.
Management have produced detailed forecasts and projections based on current and forecast growth rates. These forecasts have been subject to sensitivity analysis to ensure all likely scenarios have been considered. As a result, the director is confident that the Company will be able to pay its debts as they fall due and accordingly these accounts are prepared on a going concern basis.
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ORBITAL UMBRELLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
2.Accounting policies (continued)
Turnover is recognised to the extent that the Company obtains the right to consideration in exchange for its performance. Right to consideration is based on the Company confirming completion of its contractual obligations in relation to the services provided. The contractor will complete an assignment for an agency who will then pay Orbital Umbrella Limited the agreed contract rate (after deducting their fee). Orbital Umbrella Limited will then recognise the gross revenue in respect of this assignment and the cost of the contractor. Once the contractor then submits their timesheet, Orbital Umbrella Limited will transfer the remuneration due to the contractor to them after deducting the fee (margin). This means that there are two elements of revenue recognised; the gross revenue received from the agency which is recognised when the money is received from the agency (which is net nil as it is equal to the cost of the contractors), and the margin recognised when processing timesheets.
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ORBITAL UMBRELLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, as follows.
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.
The Company makes estimates and assumptions concerning the future. The resulting accounting estimate will, by definition, seldom equal the related actual results. The estimate and assumption that has the greatest level of uncertainty is addressed below: (i) Impairment of debtors The Company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of the debtors and historical experience. The bad debt provision as at the year end was £507,108 (2022: £313,001).
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ORBITAL UMBRELLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
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ORBITAL UMBRELLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
6.Employees (continued)
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ORBITAL UMBRELLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
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ORBITAL UMBRELLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023
Profit and loss account
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £157,103 (2022: £230,457). Contributions totalling £37,603 (2022: £50,301) were payable to the fund at the balance sheet date and are included in creditors.
The ultimate parent company is Orbital Payroll Group Limited, with a registered office of Digital Media Centre, County Way, Barnsley, South Yorkshire, S70 2JW. Consolidated accounts are prepared for Orbital Payroll Group Limited which can be obtained from Companies House.
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