Registration number: 11832960

D-Orbit UK Ltd

Contents

Company Information	1
Balance Sheet	2
Statement of Changes in Equity	3
Notes to the Financial Statements	4 to 10

D-Orbit UK Ltd

Company Information

Director

Mr Luca Rossettini

Company Number

11832960

Company secretary

MBM Secretarial Services Limited

Registered office

Regent House 316a Beulah Hill London SE19 3HF

Senior Auditor Auditors

Tony Castagnetti   Belluzzo Audit Limited Chartered Accountants and Statutory Auditors 38 Craven Street London WC2N 5NG

D-Orbit UK Ltd

(Registration number: 11832960)
Balance Sheet as at 31 December 2024

	Note	2024 £	(As restated) 2023 £
Fixed assets
Tangible assets	4	5,188	11,470
Current assets
Debtors	5	692,271	735,120
Cash at bank and in hand		254,494	192,675
		946,765	927,795
Creditors: Amounts falling due within one year	6	(5,350,315)	(4,082,721)
Net current liabilities		(4,403,550)	(3,154,926)
Net liabilities		(4,398,362)	(3,143,456)
Capital and reserves
Called up share capital	10	1	1
Other reserves		1,258,391	1,258,391
Retained earnings		(5,656,754)	(4,401,848)
Shareholders' deficit		(4,398,362)	(3,143,456)

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime. As permitted by section 444 (5A) of the Companies Act 2006, the director has not delivered to the registrar a copy of the Profit and Loss Account.

Approved and authorised by the director on 23 December 2025
 

......................................... Mr Luca Rossettini Director

D-Orbit UK Ltd

Statement of Changes in Equity for the Year Ended 31 December 2024

	Share capital £	Non-distributable reserve £	Retained earnings £	Total £
At 1 January 2024	1	1,258,391	(4,401,848)	(3,143,456)
Loss for the year	-	-	(1,254,906)	(1,254,906)
At 31 December 2024	1	1,258,391	(5,656,754)	(4,398,362)

	Share capital £	Non-distributable reserve £	Retained earnings £	Total £
At 1 January 2023	1	1,258,391	(2,248,866)	(990,474)
Loss for the year	-	-	(2,152,982)	(2,152,982)
At 31 December 2023	1	1,258,391	(4,401,848)	(3,143,456)

D-Orbit UK Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

1	General information

The company is a private company limited by share capital, incorporated in England & Wales.

The address of its registered office is:
Regent House, 316a Beulah Hill, London, SE19 3HF, United Kingdom

These financial statements were authorised for issue by the director on 23 December 2025.

2	Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 Section 1A smaller entities - 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' and the Companies Act 2006 (as applicable to companies subject to the small companies' regime).

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £. The financial statements have been prepared under the historical cost convention.
The company has therefore taken advantage of exemptions from the following disclosure requirements:
· Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
· Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
· Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

Going concern

The financial statements have been prepared on a going concern basis.

D-Orbit UK Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Audit report

The Independent Auditor's Report was unqualified.

The name of the Senior Statutory Auditor who signed the audit report on 23 December 2025 was Tony Castagnetti, who signed for and on behalf of Belluzzo Audit Limited.

.........................................

Prior period errors

In the financial statements for the year ended 31 December 2023, the intercompany loan payable to the parent undertaking was classified as a non current liability based on directors’ judgement. Under the terms of the loan agreement, the loan is repayable in full upon termination of the agreement or immediately on written demand by the parent company. Accordingly, the comparative information for 2023 has been restated to reclassify the intercompany loan from non current liabilities to current liabilities. The adjustment affects presentation only and has no impact on profit, equity, or cash flows.

R&D tax credit of £191 presented as tax line in 2023 has been reclassified to other income. The restatement does not effect total profit for the year.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the company’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts.

The company recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the company's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate on the date when the fair value is re-measured.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Deferred Tax

Page 5

D-Orbit UK Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

Deferred tax is recognised in respect of all temporary differences between the carrying amounts of assets and liabilities in the financial statements and their corresponding tax bases, including tax losses carried forward, to the extent that it is probable that taxable profits will be available against which the differences can be utilised. Deferred tax assets are not recognised where there is insufficient evidence that future taxable profits will be available. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted at the balance sheet.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class	Depreciation method and rate
Office equipment	25% straight line

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the company will not be able to collect all amounts due according to the original terms of the receivables.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

D-Orbit UK Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

3	Staff numbers

The average number of persons employed by the company (including the director) during the year, was 17 (2023 - 18).

4	Tangible assets

	Office equipment £	Total £
Cost or valuation
At 1 January 2024	31,135	31,135
At 31 December 2024	31,135	31,135
Depreciation
At 1 January 2024	19,665	19,665
Charge for the year	6,282	6,282
At 31 December 2024	25,947	25,947
Carrying amount
At 31 December 2024	5,188	5,188
At 31 December 2023	11,470	11,470

5

Debtors

Current	Note	2024 £	2023 £
Trade debtors		149,735	20,900
Amounts owed by related parties	11	500,570	-
Prepayments		12,990	11,283
Other debtors		28,976	702,937
		692,271	735,120

D-Orbit UK Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

6

Creditors

Creditors: amounts falling due within one year

	Note	2024 £	(As restated) 2023 £
Due within one year
Trade creditors		45,979	479,927
Amounts owed to group undertakings and undertakings in which the company has a participating interest	11	4,419,474	2,457,040
Taxation and social security		95,529	46,876
Accruals and deferred income		775,292	1,031,991
Other creditors		14,041	66,887
		5,350,315	4,082,721

Included within amounts owed to group undertakings is an intercompany loan from the parent company, D-Orbit S.p.A., of £4,310,563 (2023: £2,457,040). The loan bears interest and is repayable on demand.

7	Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contribution payable by the company to the scheme and amounted to £70,919 (2023 : £48,974).

Contributions totalling £14,041 (2023: £66,887) were payable to the scheme at the end of the year and are included in other creditors.

8	Employee Benefits

Short term employee benefits

The Company provides short-term employee benefits, including a monthly taxable gift card (£150) and a medical allowance, both processed through payroll.
No additional retirement or post-retirement benefits are offered.
An Employee Stock Option Plan exists at the parent-company level; no options have vested at the reporting date.

D-Orbit UK Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

9	Deferred Tax

At the balance sheet date, the company had tax losses of £4,764,692 available to carry forward (2023: £3,836,619). No deferred tax asset has been recognised in respect of these losses due to insufficient evidence that future taxable profits will be available against which the losses can be utilised. The unrecognised deferred tax asset amounts to approximately £1,191,173 (2023: £959,155), calculated using the substantively enacted corporation tax rate expected to apply when the losses are utilised.




 

10	Share capital

Allotted, called up and fully paid shares

	2024		2023
	No.	£	No.	£
Ordinary of £1 each	1	1	1	1

11	Related party transactions

Summary of transactions with parent

D Orbit S.p.a
During the year the company purchased services for a value of £115,314 (2023: £ 31,660). At the balance sheet date the amount due to the parent company was £46,809(2023:Nil).

During the year the company provided services for a value of £574,697 (2023: £332,022). At the balance date the amount owed by the parent to the company was £312,633 (2023:Nil). This includes £59,715 for invoices issued during the year and for £209,992 accrued for services provided before year end but invoices after 31 December 2024, and £42,926 paid by D-Orbit Uk Ltd on behalf of the parent company.


Summary of transactions with all entities with joint control or significant interest
D Orbit PT
During the year the company purchased services from the fellow subsidiary for a value of £14,462 (2023: £56,477). At the balance sheet date the amount due to the subsidiary was £62,102 (2023:Nil) comprising unpaid invoices of £61,428 and accrued £674 for services provided before year end but invoiced after 31 December 2024.

During the year the company provided services to the fellow subsidiary for Nil value (2023:187,937). At the balance date the amount owed by the subsidiary to the company was £187,937 (2023:Nil)



 

D-Orbit UK Ltd

Notes to the Financial Statements for the Year Ended 31 December 2024

12	Parent and ultimate parent undertaking

The company's immediate parent is D-Orbit spa, incorporated in Italy.

 The most senior parent entity producing publicly available financial statements is D-Orbit spa. These financial statements are available upon request from V.le Risorgimento 75, 22073 Fino Mornasco (CO) Italy.