Orange Genie Group Limited - Limited company accounts 23.2

ORANGE GENIE GROUP LIMITED - Company Information

IRIS Accounts Production v23.3.0.418 05650187 director 30.9.22 1.10.21 30.9.22 30.9.22 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. 8078 5780 true true true false true true false false false false false false false false false false true false Ordinary £1 shares 0 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pure056501872021-09-30056501872022-09-30056501872021-10-012022-09-30056501872020-09-30056501872020-10-012021-09-30056501872021-09-3005650187ns16:EnglandWales2021-10-012022-09-3005650187ns15:PoundSterling2021-10-012022-09-3005650187ns11:Director12021-10-012022-09-3005650187ns11:Consolidated2022-09-3005650187ns11:ConsolidatedGroupCompanyAccounts2021-10-012022-09-3005650187ns11:PrivateLimitedCompanyLtd2021-10-012022-09-3005650187ns11:FRS102ns11:Consolidated2021-10-012022-09-3005650187ns11:Auditedns11:Consolidated2021-10-012022-09-3005650187ns11:SmallCompaniesRegimeForDirectorsReport2021-10-012022-09-3005650187ns11:SmallCompaniesRegimeForAccounts2021-10-012022-09-3005650187ns11:Consolidatedns11:LargeMedium-sizedCompaniesRegimeForDirectorsReport2021-10-012022-09-3005650187ns11:LargeMedium-sizedCompaniesRegimeForAccountsns11:Consolidated2021-10-012022-09-3005650187ns11:FullAccounts2021-10-012022-09-3005650187ns6:Subsidiary12021-10-012022-09-3005650187ns6:Subsidiary22021-10-012022-09-3005650187ns6:Subsidiary32021-10-012022-09-3005650187ns6:Subsidiary42021-10-012022-09-3005650187ns6:Subsidiary52021-10-012022-09-3005650187ns6:Subsidiary62021-10-012022-09-3005650187ns6:Subsidiary72021-10-012022-09-300565018712021-10-012022-09-3005650187ns11:OrdinaryShareClass12021-10-012022-09-3005650187ns11:Consolidated2021-10-012022-09-3005650187ns11:RegisteredOffice2021-10-012022-09-3005650187ns11:Consolidated2020-10-012021-09-3005650187ns6:CurrentFinancialInstruments2022-09-3005650187ns6:CurrentFinancialInstruments2021-09-3005650187ns6:ShareCapital2022-09-3005650187ns6:ShareCapital2021-09-3005650187ns6:RetainedEarningsAccumulatedLosses2022-09-3005650187ns6:RetainedEarningsAccumulatedLosses2021-09-3005650187ns6:ShareCapital2020-09-3005650187ns6:RetainedEarningsAccumulatedLosses2020-09-3005650187ns6:RetainedEarningsAccumulatedLosses2020-10-012021-09-3005650187ns6:RetainedEarningsAccumulatedLosses2021-10-012022-09-3005650187ns6:NetGoodwill2021-10-012022-09-3005650187ns6:IntangibleAssetsOtherThanGoodwill2021-10-012022-09-3005650187ns6:PatentsTrademarksLicencesConcessionsSimilar2021-10-012022-09-3005650187ns6:PlantMachinery2021-10-012022-09-3005650187ns6:FurnitureFittings2021-10-012022-09-3005650187ns6:MotorVehicles2021-10-012022-09-3005650187ns6:ComputerEquipment2021-10-012022-09-3005650187ns6:PatentsTrademarksLicencesConcessionsSimilar2021-09-3005650187ns6:PatentsTrademarksLicencesConcessionsSimilar2022-09-3005650187ns6:PatentsTrademarksLicencesConcessionsSimilar2021-09-3005650187ns6:CostValuation2021-09-30056501871ns6:Subsidiary12021-10-012022-09-3005650187ns6:Subsidiary12022-09-3005650187ns6:Subsidiary12021-09-3005650187ns6:Subsidiary12020-10-012021-09-3005650187ns6:Subsidiary232021-10-012022-09-3005650187ns6:Subsidiary22022-09-3005650187ns6:Subsidiary22021-09-3005650187ns6:Subsidiary22020-10-012021-09-30056501875ns6:Subsidiary32021-10-012022-09-3005650187ns6:Subsidiary32022-09-3005650187ns6:Subsidiary32021-09-3005650187ns6:Subsidiary32020-10-012021-09-30056501877ns6:Subsidiary42021-10-012022-09-3005650187ns6:Subsidiary42022-09-3005650187ns6:Subsidiary42021-09-3005650187ns6:Subsidiary42020-10-012021-09-3005650187ns6:Subsidiary592021-10-012022-09-3005650187ns6:Subsidiary52022-09-3005650187ns6:Subsidiary52021-09-3005650187ns6:Subsidiary52020-10-012021-09-3005650187ns6:Subsidiary6112021-10-012022-09-3005650187ns6:Subsidiary62022-09-3005650187ns6:Subsidiary62021-09-3005650187ns6:Subsidiary62020-10-012021-09-300565018713ns6:Subsidiary72021-10-012022-09-3005650187ns6:Subsidiary72022-09-3005650187ns6:Subsidiary72021-09-3005650187ns11:OrdinaryShareClass12022-09-3005650187ns6:RetainedEarningsAccumulatedLosses2021-09-30

REGISTERED NUMBER: 05650187 (England and Wales)

Group Strategic Report,

Report of the Director and

Consolidated Financial Statements

for the Year Ended 30 September 2022

for

Orange Genie Group Limited

Page

Company Information

Group Strategic Report

Report of the Director

Report of the Independent Auditors

Consolidated Income Statement

Consolidated Other Comprehensive Income

Consolidated Balance Sheet

Company Balance Sheet

Consolidated Statement of Changes in Equity

Company Statement of Changes in Equity

Consolidated Cash Flow Statement

Notes to the Consolidated Cash Flow Statement

Notes to the Consolidated Financial Statements

Director:

P A Bresnihan

Registered office:

3rd Floor Buckingham House

Buckingham Street

Aylesbury

Buckinghamshire

HP20 2LA

Registered number:

05650187 (England and Wales)

Auditors:

Benjamin Taylor Diner Limited, Statutory Auditor

120 New Cavendish Street,

London

W1W 6XX

The director presents his strategic report of the company and the group for the year ended 30 September 2022.

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.

Section 172(1) statement

The Directors of the Company, as those of all UK companies, must act in accordance with a set of general duties. These duties are detailed in section 172 of the UK Companies Act 2006 which is summarised as follows:

"A director of a company must act in a way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole and, in doing so have regard (amongst other matters) to:

- the likely consequences of any decisions in the long-term;

- the interests of the company's employees;

- the need to foster the company's business relationships with suppliers, customers and others;

- the impact of the company's operations on the community and environment;

- the desirability of the company maintaining a reputation for high standards of business conduct, and

- the need to act fairly as between shareholders of the Company."

As part of their induction, a Director is briefed on their duties and they can access professional advice on these, either from the Company Secretary or, if they judge it necessary, from an independent advisor. It is important to recognise that in a large organisation such as ours, the Directors fulfil their duties partly through a governance framework that delegates day-to-day decision making to employees of the group.

The board of directors consider that during the year ended 30 September 2022, individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the group for the benefit of its members as a whole and in accordance with the matters set out above.

Financial performance during the period

The group reports a net loss for the year amounting to £1,024,996 compared with a net profit for 2021 of £186,975.

Financial position at the reporting date

The balance sheet on page 12 shows the group's deficit increased by £1,024,996 to £1,327,986 during the year.

Key performance indicators

The principal key performance indicator used by the group is the level of turnover for the year. During the year the turnover increased from £239m to £366m.

The increase in turnover is reflected in the number of staff employed by the group which rose from 5,780 to in 2021 to 8,078 in 2022.

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:

P A Bresnihan - Director

1 November 2023

The director presents his report with the financial statements of the company and the group for the year ended 30 September 2022.

Dividends

No dividends will be distributed for the year ended 30 September 2022.

Director

P A Bresnihan held office during the whole of the period from 1 October 2021 to the date of this report.

Charitable donations

During the year the group made the following charitable donations:

30.9.22

30.9.21

Charitable donations

821

704

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.

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.

Statement of director's responsibilities

The director is responsible for preparing the Group 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 the group and of the profit or loss of the group 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;

-	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 director is 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 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 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 director is 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 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 group's auditors are aware of that information.

Auditors

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

On behalf of the board:

P A Bresnihan - Director

1 November 2023

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 2022 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, 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 2022 and of the group's loss 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

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 group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the 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 Group 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 Group 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 Group 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 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 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 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 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 pages four and five, 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 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 director either intends to liquidate the group or the parent 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We considered the nature of the company's business and its control environment, and reviewed the company's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We also obtained an understanding of the legal and regulatory framework that the company operates in, and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act, tax legislation; and laws which do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.

We discussed among the audit engagement team the opportunities and incentives that may exist within the company for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we assessed the appropriateness of journal entries and other adjustments, and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

- reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

- enquiring of management as to any actual and or potential litigation and claims, and instances of non-compliance with laws and regulations; and

- reading minutes of meetings of those charged with governance.

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 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, Statutory Auditor

120 New Cavendish Street,

London

W1W 6XX

1 November 2023

Turnover

366,499,329

238,537,125

Cost of sales

(363,265,458

)

(235,512,334

)

Gross profit

3,233,871

3,024,791

Administrative expenses

(5,267,219

)

(3,648,042

)

(2,033,348

)

(623,251

)

Other operating income

987,954

826,120

Operating (loss)/profit

(1,045,394

)

202,869

Interest receivable and similar income

10,793

835

(Loss)/profit before taxation

(1,034,601

)

203,704

Tax on (loss)/profit

9,605

(16,729

)

(Loss)/profit for the financial year

(1,024,996

)

186,975

(Loss)/profit attributable to:

Owners of the parent

(1,024,996

)

186,975

(Loss)/profit for the year

(1,024,996

)

186,975

Other comprehensive income

Total comprehensive income for the
year

(1,024,996

)

186,975

Total comprehensive income attributable to:

Owners of the parent

(1,024,996

)

186,975

Fixed assets

Intangible assets

3,501

Tangible assets

160,687

179,222

Investments

164,188

179,223

Current assets

Debtors

28,606,497

23,631,122

Cash at bank and in hand

4,960,551

8,826,781

33,567,048

32,457,903

Creditors

Amounts falling due within one year

(35,026,507

)

(32,911,578

)

Net current liabilities

(1,459,459

)

(453,675

)

Total assets less current liabilities

(1,295,271

)

(274,452

)

Provisions for liabilities

(32,715

)

(28,538

)

Net liabilities

(1,327,986

)

(302,990

)

Capital and reserves

Called up share capital

1,000

Retained earnings

(1,328,986

)

(303,990

)

Shareholders' funds

(1,327,986

)

(302,990

)

The financial statements were approved by the director and authorised for issue on 1 November 2023 and were signed by:

P A Bresnihan - Director

Fixed assets

Intangible assets

Tangible assets

Investments

Creditors

Amounts falling due within one year

(57,109

)

(52,309

)

Net current liabilities

(57,109

)

(52,309

)

Total assets less current liabilities

(57,093

)

(52,293

)

Capital and reserves

Called up share capital

1,000

Retained earnings

(58,093

)

(53,293

)

Shareholders' funds

(57,093

)

(52,293

)

Company's loss for the financial year

(4,800

)

(2,400

)

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 director and authorised for issue on 1 November 2023 and were signed by:

P A Bresnihan - Director

Called up

Retained

Total

capital

earnings

equity

Balance at 1 October 2020

1,000

(490,965

)

(489,965

)

Changes in equity

Total comprehensive income

186,975

Balance at 30 September 2021

1,000

(303,990

)

(302,990

)

Changes in equity

Total comprehensive income

(1,024,996

)

(1,024,996

)

Balance at 30 September 2022

1,000

(1,328,986

)

(1,327,986

)

Called up

Retained

Total

capital

earnings

equity

Balance at 1 October 2020

1,000

(50,893

)

(49,893

)

Changes in equity

Total comprehensive income

(2,400

)

(2,400

)

Balance at 30 September 2021

1,000

(53,293

)

(52,293

)

Changes in equity

Total comprehensive income

(4,800

)

(4,800

)

Balance at 30 September 2022

1,000

(58,093

)

(57,093

)

Cash flows from operating activities

Cash generated from operations

(3,750,215

)

3,299,476

Tax paid

24,578

(41,173

)

Net cash from operating activities

(3,725,637

)

3,258,303

Cash flows from investing activities

Purchase of intangible fixed assets

(3,500

)

Purchase of tangible fixed assets

(102,296

)

(124,776

)

Interest received

10,793

835

Net cash from investing activities

(95,003

)

(123,941

)

Cash flows from financing activities

Amount withdrawn by directors

(45,590

)

Net cash from financing activities

(45,590

)

(Decrease)/increase in cash and cash equivalents

(3,866,230

)

3,134,362

Cash and cash equivalents at
beginning of year

8,826,781

5,692,419

Cash and cash equivalents at end of
year

4,960,551

8,826,781

1.	Reconciliation of (loss)/profit before taxation to cash generated from operations

30.9.22

30.9.21

(Loss)/profit before taxation

(1,034,601

)

203,704

Depreciation charges

120,832

122,331

Finance income

(10,793

)

(835

)

(924,562

)

325,200

Increase in trade and other debtors

(4,940,582

)

(10,126,450

)

Increase in trade and other creditors

2,114,929

13,100,726

Cash generated from operations

(3,750,215

)

3,299,476

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 2022

30.9.22

1.10.21

Cash and cash equivalents

4,960,551

8,826,781

Year ended 30 September 2021

30.9.21

1.10.20

Cash and cash equivalents

8,826,781

5,692,419

3.	Analysis of changes in net funds

At 1.10.21

Cash flow

At 30.9.22

Net cash

Cash at bank and in hand

8,826,781

(3,866,230

)

4,960,551

8,826,781

(3,866,230

)

4,960,551

Total

8,826,781

(3,866,230

)

4,960,551

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.

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.

Government grants

The group accounts for government grants on an accruals basis. During the year ended 30 September 2021, the company recognised grant income receivable from the UK Government's Coronavirus Job Retention Scheme in other operating income.

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.

(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.

Turnover

Turnover arises from:

30.9.22

30.9.21

Rendering of consultancy services

365,609,398

237,590,981

Provision of on-line health and safety training

458

662

Accountancy services

874,198

941,436

Provision of IR35 compliance services

15,275

4,046

366,499,329

238,537,125

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

6.	Other operating income

30.9.22

30.9.21

Commission received

963,860

596,122

RDEC tax income

24,094

Government grants

229,998

987,954

826,120

Government grants receivable are in respect to the UK Government's Coronavirus Job Retention Scheme.

7.	Employees and directors

30.9.22

30.9.21

Wages and salaries

326,636,132

213,473,668

Social security costs

35,716,275

21,941,723

Other pension costs

2,419,069

1,486,242

364,771,476

236,901,633

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

30.9.22

30.9.21

Production staff

8,007

5,716

Administrative staff

Management

8,078

5,780

30.9.22

30.9.21

Directors' remuneration

295,154

8.	Operating (loss)/profit

The operating loss (2021 - operating profit) is stated after charging:

30.9.22

30.9.21

Other operating leases

80,505

47,500

Depreciation - owned assets

120,831

122,331

Auditors' remuneration

75,900

69,700

Accountancy fees

3,700

3,400

Interest receivable and similar income

30.9.22

30.9.21

Interest received

10,793

835

10.

Taxation

Analysis of the tax (credit)/charge

The tax (credit)/charge on the loss for the year was as follows:

30.9.22

30.9.21

Current tax:

UK corporation tax

(16,392

)

(8,187

)

Prior period tax

2,610

Total current tax

(13,782

)

(8,187

)

Deferred tax

4,177

24,916

Tax on (loss)/profit

(9,605

)

16,729

Reconciliation of total tax (credit)/charge included in profit and loss

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

30.9.22

30.9.21

(Loss)/profit before tax

(1,034,601

)

203,704

(Loss)/profit multiplied by the standard rate of corporation tax in the
UK of 19 % (2021 - 19 %)

(196,574

)

38,704

Effects of:

Expenses not deductible for tax purposes

45,949

3,727

Capital allowances in excess of depreciation

(22,530

)

(26,039

)

Deferred Tax

4,177

24,916

RDEC Credit

(24,579

)

Prior period

2,610

losses carried forward

156,763

Total tax (credit)/charge

(9,605

)

16,729

11.	Individual income statement

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

12.	Intangible fixed assets

Group

Other

intangible

Goodwill

assets

Totals

Cost

At 1 October 2021

539,156

2,000

541,156

Additions

3,500

At 30 September 2022

542,656

2,000

544,656

Amortisation

At 1 October 2021

and 30 September 2022

539,156

1,999

541,155

Net book value

At 30 September 2022

3,500

3,501

At 30 September 2021

Company

Other

intangible

assets

Cost

At 1 October 2021

and 30 September 2022

2,000

Amortisation

At 1 October 2021

and 30 September 2022

1,999

Net book value

At 30 September 2022

At 30 September 2021

13.	Tangible fixed assets

Group

Cycle to

Computer

Fixtures

work

systems

and

scheme

Computer

development

fittings

bikes

equipment

Totals

Cost

At 1 October 2021

324,537

32,503

2,115

191,068

550,223

Additions

62,118

7,744

1,000

31,434

102,296

At 30 September 2022

386,655

40,247

3,115

222,502

652,519

Depreciation

At 1 October 2021

208,050

27,696

2,032

133,223

371,001

Charge for year

73,319

2,693

166

44,653

120,831

At 30 September 2022

281,369

30,389

2,198

177,876

491,832

Net book value

At 30 September 2022

105,286

9,858

917

44,626

160,687

At 30 September 2021

116,487

4,807

57,845

179,222

14.	Fixed asset investments

Company

Shares in

group

undertakings

Cost

At 1 October 2021

and 30 September 2022

Net book value

At 30 September 2022

At 30 September 2021

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Orange Genie Cover Limited

Registered office: England

Nature of business: Employment of freelance contractors

Class of shares:

holding

Ordinary £1 shares

100.00

30.9.22

30.9.21

Aggregate capital and reserves

(244,014

)

171,204

Loss for the year

(415,218

)

(6,207

)

Orange Genie Admin Limited

Registered office: England

Nature of business: Provision of administration services

Class of shares:

holding

Ordinary £1 shares

100.00

30.9.22

30.9.21

Aggregate capital and reserves

(1,134,134

)

(531,483

)

(Loss)/profit for the year

(602,651

)

210,910

Genie Services Limited

Registered office: England

Nature of business: Provision of on-line health and safety

Class of shares:

holding

Ordinary £1 shares

100.00

30.9.22

30.9.21

Aggregate capital and reserves

8,188

10,702

Loss for the year

(2,514

)

(2,617

)

Orange Genie Compliance Limited

Registered office: England

Nature of business: Provision of payroll and IR35 compliance services

Class of shares:

holding

Ordinary £1 shares

100.00

30.9.22

30.9.21

Aggregate capital and reserves

(2,897

)

(2,677

)

Loss for the year

(220

)

(1,734

)

Orange Genie Freelancer Services Limited

Registered office: England

Nature of business: Provision of accountancy services

Class of shares:

holding

Ordinary £1 shares

100.00

30.9.22

30.9.21

Aggregate capital and reserves

119,257

116,356

Loss for the year

(2,901

)

(8,501

)

Genie Financial Services Limited

Registered office: England

Nature of business: Provision of accountancy services

Class of shares:

holding

Ordinary £1 shares

100.00

30.9.22

30.9.21

Aggregate capital and reserves

(17,281

)

(14,787

)

Loss for the year

(2,494

)

(2,477

)

HSE Passport Limited

Registered office: England

Nature of business: Provision of accountancy services

Class of shares:

holding

Ordinary £1 shares

100.00

30.9.22

30.9.21

Aggregate capital and reserves

15.

Debtors: amounts falling due within one year

Group

30.9.22

30.9.21

Trade debtors

28,370,381

22,971,651

Other debtors

27,467

76,980

Directors' current accounts

45,590

Tax

10,796

VAT

434,376

Prepayments and accrued income

163,059

137,319

28,606,497

23,631,122

The company had no debtors as at 30 September 2022 (2021: £Nil).

16.	Cash at bank and in hand

Group

30.9.22

30.9.21

Cash at Bank

4,960,394

8,826,619

Cash in hand

157

162

4,960,551

8,826,781

The company had no cash at bank or in hand as at 30 September 2022 (2021: £Nil).

17.

Creditors: amounts falling due within one year

Group

Company

30.9.22

30.9.21

30.9.22

30.9.21

Trade creditors

197,894

233,017

Amounts owed to group undertakings

49,909

Social security and other taxes

8,909,990

8,164,564

VAT

109,830

Other creditors

25,374,129

24,219,687

Accruals and deferred income

434,664

294,310

7,200

2,400

35,026,507

32,911,578

57,109

52,309

18.	Leasing agreements

Minimum lease payments fall due as follows:

Group

Non-cancellable

operating leases

30.9.22

30.9.21

Within one year

35,625

19.	Provisions for liabilities

Group

30.9.22

30.9.21

Deferred tax

32,715

28,538

Group

Deferred

tax

Balance at 1 October 2021

28,538

Provided during year

4,177

Balance at 30 September 2022

32,715

20.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

30.9.22

30.9.21

value:

1,000

Ordinary £1 shares

1,000

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

21.

Reserves

Group

Retained

earnings

At 1 October 2021

(303,990

)

Deficit for the year

(1,024,996

)

At 30 September 2022

(1,328,986

)

Company

Retained

earnings

At 1 October 2021

(53,293

)

Deficit for the year

(4,800

)

At 30 September 2022

(58,093

)

The retained earnings reserve records retained earnings and accumulated losses.

22.	Director's advances, credits and guarantees

The group was owed the following amount by the directors at the balance sheet date:

30.09.22

30.09.21

P A Bresnihan

45,590

23.	Related party disclosures

Company

The company had no related party transactions during the year, other than those transactions with entities which form part of the Orange Genie Group Limited.

Group

Orange Genie Pay Limited / CJS Engagement 2 Ltd

During the year the group had the following transactions with Orange Genie Pay Limited and CJS Engagement 2 Ltd, companies under common control:

30.09.22

30.09.21

Balance owed to Orange Genie Pay Limited and CJS Engagement 2
Ltd brought forward

10,171,998

8,159,578

Services received from Orange Genie Pay Limited and CJS
Engagement 2 Ltd

57,367,026

46,038,250

Services supplied to Orange Genie Pay Limited and CJS Engagement
2 Ltd

(1,138,112

)

(699,751

)

Monies received from Orange Genie Pay Limited and CJS
Engagement 2 Ltd

1,087,273

699,751

Monies paid to Orange Genie Pay Limited and CJS Engagement 2 Ltd

(61,478,600

)

(44,025,830

)

Balance owed to Orange Genie Pay Limited and CJS Engagement 2
Ltd carried forward

6,009,586

10,171,998

24.	Ultimate controlling party

During the period to 4 May 2021, the directors regard Orange Genie Group Limited, a company incorporated in England as being the ultimate holding company and controlling party.

During the period to 4 May 2021, the Orange Genie Group Limited was under the control of the directors G. Fisher, C. Graham, R. Baker and J. Ward throughout the period, by virtue of their 99% shareholding in the company.

On the 5 May 2021, Ogenie Holdings Limited acquired 100% of the issued share capital in Orange Genie Group Limited.

Ogenie Holdings Limited is under the control of the director P.A.Bresnihan by virtue of his 100% shareholding in the company.