Orange Genie Group Limited - Limited company accounts 20.1

REGISTERED NUMBER: 05650187 (England and Wales)

Group Strategic Report,

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 30 September 2019

for

Orange Genie Group Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Statement of Income and Retained Earnings

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Cash Flow Statement

11

Notes to the Consolidated Cash Flow Statement

12

Notes to the Consolidated Financial Statements

13

Directors:

R W Baker

Ms H Christopher

D Cochrane

G Fisher

C W Graham

D J Moss

Secretary:

R W Baker

Registered office:

3rd Floor Buckingham House

Buckingham Street

Aylesbury

Buckinghamshire

HP20 2LA

Registered number:

05650187 (England and Wales)

Auditors:

Benjamin Taylor Diner Limited

120 New Cavendish Street,

London

W1W 6XX

The directors present their strategic report of the company and the group for the year ended 30 September 2019.

Review and analysis of the business during the period

The group has four principal business activities:

- The supply of its' employees consultancy services;

- The supply of specialist accountancy services for contractors, freelancers and self-employed professionals;

- The provision of on-line health and safety training; and

- The provision of IR35 compliance services.

There have not been any significant changes in the group's principal activities in the period under review and the directors have no plans, at the date of this report, to make any major changes in the group's activities in the next year.

A robust and compliant business model continues to ensure that the group is competitive in the service provider sector during the period through its' reputation for compliance, world class customer service and the continuous improvement of its' quality processes (UKAS accredited ISO 9001:2008).

The group has continued to invest in increased staff headcount to support current and future revenue growth and also continues to invest in software to provide a robust, scalable platform.

Principal risks and uncertainties

The most significant risk to the group is the regulatory risk around the changes to employment and tax legislation and aggressive competition.

Customer credit risk continues to be monitored closely and deferred payment terms are only offered to customers who have a long term relationship with the group and satisfy credit worthiness procedures.

Financial performance during the period

The group reports a net profit for the year amounting to £67,770 compared with a net profit for 2018 of £68,090.

Financial position at the reporting date

The directors consider the state of affairs at the balance sheet date to be in line with their expectations for the year.

The balance sheet on page 9 shows the group's deficit decreased by £67,770 to £514,637 during the year.

Key performance indicators

The principal key performance indicator used by the company is the level of turnover for the year. During the year the turnover increased from £106m to £118m.

Financial risk, management objectives and policies

The group's principle financial instruments comprise bank balances, trade creditors and trade debtors. The main purpose of these instruments is to raise funds for and finance the group's operations.

Due to the nature of the financial instruments used by the group there is no exposure to price risk. The group's approach to managing other risks applicable to the financial instruments concerned is shown below.

In respect of bank balances the group makes use of a deposit account with the higher rate of interest where funds are available.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.

Trade creditor liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

On behalf of the board:

R W Baker - Secretary

20 October 2020

The directors present their report with the financial statements of the company and the group for the year ended 30 September 2019.

Dividends

No dividends will be distributed for the year ended 30 September 2019.

Directors

The directors shown below have held office during the whole of the period from 1 October 2018 to the date of this report.

R W Baker

Ms H Christopher

D Cochrane

G Fisher

C W Graham

D J Moss

Engagement with suppliers, customers and others

The board considers fostering business relationships with stakeholders, such as customers and suppliers key to the

companys success. The board maintains visibility of these relationships so that it is able to take stakeholders

considerations into account when making decisions. In their decision making the directors have regard to the impact of the companys activities not only on the stakeholders, but also the community and environment.

Post Balance Sheet Events - COVID 19

Since 31 December 2019, the spread of COVID-19 has severely impacted many local economies around the globe. Inmany countries, businesses are being forced to cease or limit operations for long or indefinite periods of time.

Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-essential services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown. Global stock markets have also experienced great volatility and a significant weakening. Governments and central banks have responded with monetary and fiscal interventions to stabilise economic conditions.

At the date of approving these financial statements, it is far too early to tell exactly what impact the coronavirus will

have on the company and its members. The duration and impact of COVID-19 pandemic, as well as the effectiveness of government and central bank responses, remain unclear at this time. It is not possible to reliably estimate the duration and severity of these consequences, as well as their impact on the financial position and results of the Company and future periods.

Charitable donations

During the year the group made the following charitable donations:

30.9.19

30.9.18

£

£

Charitable donations

1,711

1,307

Employment of disabled persons

The company gives full consideration to application for employment from the disabled persons where the requirements of the job can be adequately fulfilled by a handicapped or disabled person. Where existing employees become disabled, it is the company's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to disabled employees wherever appropriate.

Employee involvement

During the year, the policy of providing employees with information about the company has been continued through internal media methods in which employees have also been encouraged to present their suggestions and views on the company's performance. Regular meetings are held between senior management and employees to allow a free flow of information and ideas.

Statement of directors' responsibilities

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement as to disclosure of information to auditors

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

Auditors

The auditors, Benjamin Taylor Diner Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:

R W Baker - Secretary

20 October 2020

Opinion

We have audited the financial statements of Orange Genie Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 September 2019 which comprise the Consolidated Statement of Income and Retained Earnings, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 30 September 2019 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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.

Jeffrey Diner FCA (Senior Statutory Auditor)

for and on behalf of Benjamin Taylor Diner Limited

120 New Cavendish Street,

London

W1W 6XX

20 October 2020

Turnover

5

118,221,374

106,085,737

Cost of sales

115,288,285

102,954,299

Gross profit

2,933,089

3,131,438

Administrative expenses

3,625,377

3,158,397

(692,288

)

(26,959

)

Other operating income

748,853

87,557

Operating profit

7

56,565

60,598

Interest receivable and similar income

8

13,697

7,492

Profit before taxation

70,262

68,090

Tax on profit

9

2,492

-

Profit for the financial year

67,770

68,090

Retained earnings at beginning of year

(583,407

)

(651,497

)

Retained earnings for the group at end of year

(515,637

)

(583,407

)

Profit attributable to:

Owners of the parent

67,770

68,090

Fixed assets

Intangible assets

11

1

1

Tangible assets

12

179,306

123,913

Investments

13

-

-

179,307

123,914

Current assets

Debtors

14

8,604,928

4,882,431

Cash at bank and in hand

15

3,476,264

3,706,003

12,081,192

8,588,434

Creditors

Amounts falling due within one year

16

12,775,136

9,294,755

Net current liabilities

(693,944

)

(706,321

)

Total assets less current liabilities

(514,637

)

(582,407

)

Capital and reserves

Called up share capital

19

1,000

1,000

Retained earnings

20

(515,637

)

(583,407

)

Shareholders' funds

(514,637

)

(582,407

)

The financial statements were approved by the Board of Directors and authorised for issue on 20 October 2020 and were signed on its behalf by:

R W Baker - Director

G Fisher - Director

Fixed assets

Intangible assets

11

1

1

Tangible assets

12

-

-

Investments

13

15

15

16

16

Creditors

Amounts falling due within one year

16

47,509

45,109

Net current liabilities

(47,509

)

(45,109

)

Total assets less current liabilities

(47,493

)

(45,093

)

Capital and reserves

Called up share capital

19

1,000

1,000

Retained earnings

20

(48,493

)

(46,093

)

Shareholders' funds

(47,493

)

(45,093

)

Company's loss for the financial year

(2,400

)

(3,000

)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 19 October 2020 and were signed on its behalf by:

R W Baker - Director

G Fisher - Director

Cash flows from operating activities

Cash generated from operations

1

(95,042

)

958,263

Net cash from operating activities

(95,042

)

958,263

Cash flows from investing activities

Purchase of tangible fixed assets

(148,394

)

(80,672

)

Interest received

13,697

7,492

Net cash from investing activities

(134,697

)

(73,180

)

(Decrease)/increase in cash and cash equivalents

(229,739

)

885,083

Cash and cash equivalents at beginning of year

2

3,706,003

2,820,920

Cash and cash equivalents at end of year

2

3,476,264

3,706,003

1.	Reconciliation of profit before taxation to cash generated from operations

30.9.19

30.9.18

£

£

Profit before taxation

70,262

68,090

Depreciation charges

93,001

91,215

Finance income

(13,697

)

(7,492

)

149,566

151,813

Increase in trade and other debtors

(3,722,497

)

(459,302

)

Increase in trade and other creditors

3,477,889

1,265,752

Cash generated from operations

(95,042

)

958,263

2.	Cash and cash equivalents

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 September 2019

30.9.19

1.10.18

£

£

Cash and cash equivalents

3,476,264

3,706,003

Year ended 30 September 2018

30.9.18

1.10.17

£

£

Cash and cash equivalents

3,706,003

2,820,920

1.	Group principal activity

The group has four principal business activities:

- The supply of its' employees consultancy services;

- The supply of specialist accountancy services for contractors, freelancers and self-employed professionals;

- The provision of on-line health and safety training; and

- The provision of IR35 compliance services.

2.	Statutory information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 3rd Floor, Buckingham House, Buckingham Street, Aylesbury, Bucks, HP20 2LA.

The company's principal activity is that of a holding company.

3.	Statement of compliance

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.

4.	Accounting policies

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 (FRS 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. The accounting policies adopted reflect United Kingdom Law and Accounting Standards.

The functional currency of the Group is considered to be pounds sterling because that is the currency of the primary economic environment in which the Company operates.

Basis of consolidation

The financial statements consolidate the financial statements of Orange Genie Group Limited and all of its subsidiary undertakings.

The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.

All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Significant judgements and estimates

In the application of the entities accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The financial statements do not included any significant judgements or estimates.

Revenue recognition

Revenue represents the sale of services, and is measured at the fair value of the consideration received or receivable for services rendered, net of discounts and Value Added Tax.

Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period provided that the outcome can be reliably estimated. When the outcome cannot be reliably estimated, revenue is recognised only to the extent that expenses recognised are recoverable.

Goodwill

Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business.

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:

Goodwill - 10% straight line

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Other intangible assets are being amortised evenly over their estimated useful life of nil years.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Computer systems development

-

33% on cost

Fixtures and fittings

-

20% on cost

Cycle to work scheme bikes

-

100% on cost

Computer equipment

-

33% on cost

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Operating leases

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged against profits on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

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

Going concern

The group meets its day-to-day working capital requirements through careful management of working capital positions. The group's forecasts and projections, taking account of reasonably possible changes in trading performance, show that the company should be able to operate without any third party support. After making enquiries, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis in preparing its financial statements.

Cash and Cash Equivalent

Cash includes cash in hand, deposits held with banks and bank overdrafts. Bank overdrafts, when applicable, are shown within borrowings in current liabilities. Cash equivalents are highly liquid investments that are readily convertible to known amounts of cash with insignificant risk of change in value.

Disclosure exemptions

The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:

(a) Disclosures in respect of each class of share capital have not been presented.

(b) No cash flow statement has been presented for the company.

(c) Disclosures in respect of financial instruments have not been presented.

(d) No disclosure has been given for the aggregate remuneration of key management personnel.

Financial instruments

The group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments like loans and other accounts receivable and payable are initially measured at present value of the future payments 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, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an outright short-term loan not at market rate, the financial asset or liability is measured, initially and subsequently, at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

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 profit and loss.

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 the best estimate, which is an approximation, of the amount that the company would received 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.

5.

Turnover

Turnover arises from:

30.9.19

30.9.18

£

£

Rendering of consultancy services

116,892,901

104,918,621

Provision of on-line health and safety training

13,077

16,608

Accountancy services

1,276,806

1,150,508

Provision of IR35 compliance services

38,590

-

118,221,374

106,085,737

The whole of the turnover is attributable to the principal activity of the company wholly undertaken in the United Kingdom.

6.	Employees and directors

30.9.19

30.9.18

£

£

Wages and salaries

105,468,045

94,619,659

Social security costs

10,341,708

9,468,595

Other pension costs

884,729

504,952

116,694,482

104,593,206

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

30.9.19

30.9.18

£

£

Production staff

4,942

4,104

Administrative staff

66

58

Management

6

6

5,014

4,168

30.9.19

30.9.18

£

£

Directors' remuneration

385,531

351,652

Information regarding the highest paid director is as follows:

30.9.19

30.9.18

£

£

Emoluments etc

87,097

80,767

7.	Operating profit

The operating profit is stated after charging:

30.9.19

30.9.18

£

£

Other operating leases

79,377

79,377

Depreciation - owned assets

93,001

91,214

Auditors' remuneration

55,264

40,900

Accountancy fees

3,400

3,400

8.

Interest receivable and similar income

30.9.19

30.9.18

£

£

Interest received

13,697

7,492