REGISTERED NUMBER: 07427816 (England and Wales)

Strategic Report, Report of the Director and

Financial Statements for the Period 1 November 2023 to 31 March 2025

for

Orbital Umbrella Limited

Page

Company Information

1

Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

5

Income Statement

9

Other Comprehensive Income

10

Balance Sheet

11

Statement of Changes in Equity

12

Notes to the Financial Statements

13

DIRECTOR:

J Myatt

REGISTERED OFFICE:

Digital Media Centre

County Way

Barnsley

South Yorkshire

S70 2JW

REGISTERED NUMBER:

07427816 (England and Wales)

INDEPENDENT AUDITORS:

Paul Howley & Co Ltd

Chartered Certified Accountants

Statutory Auditors

42 Pitt Street

Barnsley

South Yorkshire

S70 1BB

The director presents his strategic report for the period 1 November 2023 to 31 March 2025.

PRINCIPAL ACTIVITIES

The principal activity of the company in the year under review was that of the operation as a payroll intermediary offering outsourced self-employed and PAYE pay models to contingent workers who are engaged on temporary assignments through recruitment agencies.

REVIEW OF BUSINESS

The director made the decision to extend the accounting period to 31st March 2025. The basis of this decision was to align our financial year with the tax year end. The period to 31 March 2025 was a transitional period for the business. We experienced a decline in annualised sales which adversely affected Turnover although this was offset by improved Gross Margin. Turnover and Gross Margin for the 17 month period ended 31 March 2025 were £34m and £575k compared with £26m and £329k in the previous financial year. The reduction in turnover was due to adverse market conditions which impacted the whole sector. In order to mitigate this, a business review was conducted which resulted in significant cost savings arising from improved processes and efficiency savings. This had no impact on operations or customer service levels.

The recruitment sector has experienced a lengthy stagnant phase which has curtailed demand for temporary workers. Whilst there is an element of caution regarding any potential upturn, the process and efficiency improvements made during the period have put the business in a strong position to endure a prolonged downturn or scale up quickly if the market improves in 2025.

From April 2026 agencies clients supplying temporary workers will become legally responsible for ensuring correct PAYE and National Insurance contributions are made. Moreover, there will be joint and several liability between umbrella companies, agencies and end clients for unpaid tax. It is felt that these changes will be a major opportunity as we have invested heavily in compliance and hold numerous accreditations. In particular our Saferec accreditation gives customers assurance that all tax and national insurances have been calculated correctly and also that they have been paid over to HMRC. We are expecting Saferec’s certification to help increase sales through late 2025 and into 2026 due to the expected tightening of Saferec-specific agency PSL’s in line with the joint and several liability legislation.

PRINCIPAL RISKS AND UNCERTAINTIES

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.

FINANCIAL KEY PERFORMANCE INDICATORS

The director uses the following key performance indicator to monitor performance of the business:

Gross Margin: 1.7% (2023: 1.3%)

ON BEHALF OF THE BOARD:

J Myatt - Director

8 October 2025

The director presents his report with the financial statements of the company for the period 1 November 2023 to 31 March 2025.

DIVIDENDS

No dividends will be distributed for the period ended 31 March 2025.

FUTURE DEVELOPMENTS

We are hopeful that 2025-26 will see an upturn in the general economy and the construction sector in particular. We are fully aware of forthcoming legislation to transfer responsibility for the tax and national insurance liability to the recruitment agencies which could be a significant opportunity to gain market share from non Saferec accredited payroll competitors.

DIRECTOR

J Myatt held office during the whole of the period from 1 November 2023 to the date of this report.

DISABLED EMPLOYEES

The Company has given full and fair consideration to applications for employment from disabled persons, having regard to their particular aptitudes and abilities. Wherever possible the Company continues the employment of, and arranges for the appropriate training of, employees who become disabled whilst employed by the Company. The Company's policy of training, career development and promotion applies equally to all employees whether disabled or not.

DISCLOSURE IN THE STRATEGIC REPORT

As permitted by S414c(11) of the Companies Act 2006 certain information to be contained in the directors' report as required by Schedule 7 to SI 2008/410 is included in the company's strategic report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is 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 director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The 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 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Paul Howley & Co Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

J Myatt - Director

8 October 2025

Opinion

We have audited the financial statements of Orbital Umbrella Limited (the 'company') for the period ended 31 March 2025 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 March 2025 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.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 opinion.

Conclusions relating to going concern

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.

Other information

The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, 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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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:

Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to 2006 Companies Act, relevant tax legislation, environmental and consumer rights regulation and anti-bribery and corruption legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including risk of override of controls), and determined the principal risks. Audit procedures performed by the engagement team included:

- The engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to recognize non compliance with applicable laws and regulations;

- Enquiries of the directors and management to identify any instances of non-compliance including consideration of known or suspected instances of fraud;

- Evaluation of management's internal controls designed to prevent and detect irregularities;

- Review of meeting minutes, and where applicable, correspondence with HMRC and other relevant regulatory authorities;

- Performed analytical procedures to identify any unusual or unexpected relationships;

- Investigated the rationale behind significant or unusual transactions;

- Reviewing legal and professional costs to identify any indicators of litigation;

- Reviewing the general ledger entries during the year to identify unusual transactions;

- Detailed testing of journal entries and assumptions made.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected it the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through 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 Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Paul Berry (Senior Statutory Auditor)

for and on behalf of Paul Howley & Co Ltd

Chartered Certified Accountants

Statutory Auditors

42 Pitt Street

Barnsley

South Yorkshire

S70 1BB

8 October 2025

TURNOVER

3

33,899,482

25,455,033

Cost of sales

33,324,314

25,125,670

GROSS PROFIT

575,168

329,363

Administrative expenses

532,618

666,662

OPERATING PROFIT/(LOSS)

42,550

(337,299

)

Interest receivable and similar income

6

565

231

PROFIT/(LOSS) BEFORE TAXATION

43,115

(337,068

)

Tax on profit/(loss)

7

9,731

-

PROFIT/(LOSS) FOR THE FINANCIAL PERIOD

33,384

(337,068

)

PROFIT/(LOSS) FOR THE PERIOD

33,384

(337,068

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

33,384

(337,068

)

CURRENT ASSETS

Debtors

9

12,723,765

12,378,405

Cash at bank

92,729

571,054

12,816,494

12,949,459

CREDITORS

Amounts falling due within one year

10

12,617,991

12,784,340

NET CURRENT ASSETS

198,503

165,119

TOTAL ASSETS LESS CURRENT LIABILITIES

198,503

165,119

CAPITAL AND RESERVES

Called up share capital

11

1,000

1,000

Retained earnings

12

197,503

164,119

SHAREHOLDERS' FUNDS

198,503

165,119

The financial statements were approved by the director and authorised for issue on 8 October 2025 and were signed by:

J Myatt - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 November 2022

1,000

681,187

682,187

Changes in equity

Dividends

-

(180,000

)

(180,000

)

Total comprehensive income

-

(337,068

)

(337,068

)

Balance at 31 October 2023

1,000

164,119

165,119

Changes in equity

Total comprehensive income

-

33,384

33,384

Balance at 31 March 2025

1,000

197,503

198,503

1.	STATUTORY INFORMATION

Orbital Umbrella Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

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.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(ion), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirement of paragraph 33.7.

This information is included in the consolidated financial statements of Orbital Payroll Group Limited as at 31 March 2025 and these financial statements may be obtained from Companies House.

Critical accounting judgements and key sources of estimation uncertainty

No significant judgements have had to be made by management in preparing these financial statements.

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 £5,200 (2023 - £507,108).

Turnover

Turnover represents the fair value of consideration received or receivable from the sale of consultancy services. Fair value reflects the amount agreed in the form of contractual charges for each type of service. Fee income is stated net of amounts collected on behalf of third parties such as sales taxes, goods and services taxes and value added taxes.

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.

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities such as bank and cash balances, trade and other accounts receivable and payable, loans from banks and other third parties and loans to and from related parties.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at the transaction price and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade payables or receivables, 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, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

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 ona net basis or to realise the asset and settle the liability simultaneously.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.

TURNOVER

The turnover and profit (2023 - loss) before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

Period

1.11.23

to

Year ended

31.3.25

31.10.23

£

£

Sales

33,244,865

24,945,279

Administration fees

654,617

509,754

33,899,482

25,455,033

4.	EMPLOYEES AND DIRECTORS

Period

1.11.23

to

Year ended

31.3.25

31.10.23

£

£

Wages and salaries

30,191,680

22,735,301

Social security costs

2,851,975

2,143,974

Other pension costs

208,346

157,103

33,252,001

25,036,378

The average number of employees during the period was as follows:

Period

1.11.23

to

Year ended

31.3.25

31.10.23

Paid workers

634

712

All operational staff are employed by Orbital Management Services Limited, a company within the Orbital Payroll Group.

The staff costs relate to costs for contracted employees who are employed by Orbital Umbrella Limited. These are classified as paid workers in the average employee numbers above and are included within cost of sales.

Period

1.11.23

to

Year ended

31.3.25

31.10.23

£

£

Director's remuneration

-

-

5.	AUDITORS' REMUNERATION

During the year, the Company obtained the following services from the Company's auditors:

Fees payable to the Company's auditors for the audit of the Company's financial statements - £6,000 (2023 - £12,000)

6.

INTEREST RECEIVABLE AND SIMILAR INCOME

Period

1.11.23

to

Year ended

31.3.25

31.10.23

£

£

Interest receivable

565

231

7.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the period was as follows:

Period

1.11.23

to

Year ended

31.3.25

31.10.23

£

£

Current tax:

UK corporation tax

9,731

-

Tax on profit/(loss)

9,731

-

UK corporation tax has been charged at 25% (2023 - 22%).

Reconciliation of total tax charge included in profit and loss

The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The difference is explained below:

Period

1.11.23

to

Year ended

31.3.25

31.10.23

£

£

Profit/(loss) before tax

43,115

(337,068

)

Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25% (2023 - 22%)

10,779

(74,155

)

Effects of:

Expenses not deductible for tax purposes

-

32,899

Group relief

(1,406

)

41,256

Other

358

-

Total tax charge

9,731

-

8.

DIVIDENDS

Period

1.11.23

to

Year ended

31.3.25

31.10.23

£

£

Ordinary shares shares of £1.00 each

Interim

-

180,000

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.25

31.10.23

£

£

Trade debtors

229,962

340,397

Amounts owed by group undertakings

12,485,125

12,023,272

Other debtors

8,509

8,350

Tax

169

169

Prepayments and accrued income

-

6,217

12,723,765

12,378,405

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.25

31.10.23

£

£

Trade creditors

74

919,913

Amounts owed to group undertakings

10,821,696

10,514,714

Tax

9,731

-

Social security and other taxes

665,600

476,607

VAT

916,977

719,765

Other creditors

190,847

122,935

Accruals and deferred income

13,066

30,406

12,617,991

12,784,340

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.3.25

31.10.23

value:

£

£

1,000

Ordinary shares

£1.00

1,000

1,000

Called up share capital represents the nominal value of shares that have been issued.

All ordinary shares rank pari passu.

12.

RESERVES

Retained

earnings

£

At 1 November 2023

164,119

Profit for the period

33,384

At 31 March 2025

197,503

Retained earnings includes all current and prior period retained profits and losses.

13.	PENSION COMMITMENTS

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 £208,346 (2023 - £157,103). Contributions totalling £42,261 (2023 - £37,603) were payable to the fund at the balance sheet date and are included in creditors.

14.	ULTIMATE CONTROLLING PARTY

The controlling party is Orbital Payroll Group Limited.

The registered office of Orbital Payroll Group Limited is situated at the Digital Media Centre, County Way, Barnsley, South Yorkshire, S70 2JW. Consolidated financial statements are prepared for Orbital Payroll Group Limited which can be obtained from Companies House.