ORKESTRO LIMITED


Director	Edoardo Del Bino


Registered Address	167-169 Great Portland Street
	Fifth Floor
	London
	W1W 5PF


Registered Number	10213640 (England and Wales)

Notes to the Financial Statements
for the year ended 30 June 2025

1.	Accounting policies

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

	Statement of compliance
	The financial statements have been prepared in accordance with the Companies Act 2006 and FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland including Section 1A Small Entities.

	Going concern
	At 30 June 2025 the company had net liabilities of £2,353,773, including convertible loan notes and accrued interest falling due within one year. On 8 January 2026 convertible loan notes and accrued interest totalling £2,503,224 converted into equity, resulting in the issue of 22,788 ordinary shares and extinguishing the liability in full. In preparing the annual accounts, the directors confirm that they believe the company can continue as a going concern for at least the next 12 months from the date of these accounts. The directors have confirmed their intention to support the continued operation of the business.

Going concern

At 30 June 2025 the company had net liabilities of £2,353,773, including convertible loan notes and accrued interest falling due within one year. On 8 January 2026 convertible loan notes and accrued interest totalling £2,503,224 converted into equity, resulting in the issue of 22,788 ordinary shares and extinguishing the liability in full.

In preparing the annual accounts, the directors confirm that they believe the company can continue as a going concern for at least the next 12 months from the date of these accounts. The directors have confirmed their intention to support the continued operation of the business.

	Revenue from rendering of services
	Revenue represents amounts receivable for services provided in the ordinary course of business, stated net of value-added tax. Revenue is recognised at the point at which the company has fulfilled its obligation to the customer, the amount of revenue can be measured reliably, and it is probable that the economic benefits will flow to the company. The company's contracts with customers are performed and completed within a short period and accordingly no revenue is recognised by reference to stage of completion. The company acts as principal in the provision of its services, controlling the service before it is transferred to the customer and being primarily responsible for fulfilment, and revenue is therefore recognised at the gross amount charged to the customer.

Revenue from rendering of services

Revenue represents amounts receivable for services provided in the ordinary course of business, stated net of value-added tax.

Revenue is recognised at the point at which the company has fulfilled its obligation to the customer, the amount of revenue can be measured reliably, and it is probable that the economic benefits will flow to the company. The company's contracts with customers are performed and completed within a short period and accordingly no revenue is recognised by reference to stage of completion.

The company acts as principal in the provision of its services, controlling the service before it is transferred to the customer and being primarily responsible for fulfilment, and revenue is therefore recognised at the gross amount charged to the customer.

	Employee benefits
	Short-term employee benefits are measured at the undiscounted amount expected to be paid in exchange for the employee's services to the company. Where employees have accrued short-term benefits which the entity has not paid by the balance sheet date, an accrual is recognised within creditors: amounts falling due within one year together with an associated expense in profit or loss. The liabilities are classified as current obligations in the statement of financial position because they are expected to be settled wholly within twelve months after the end of the period.

Employee benefits

Short-term employee benefits are measured at the undiscounted amount expected to be paid in exchange for the employee's services to the company. Where employees have accrued short-term benefits which the entity has not paid by the balance sheet date, an accrual is recognised within creditors: amounts falling due within one year together with an associated expense in profit or loss. The liabilities are classified as current obligations in the statement of financial position because they are expected to be settled wholly within twelve months after the end of the period.

	Foreign currency translation
	Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

Foreign currency translation

Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss.

	Tangible fixed assets and depreciation
	All fixed assets are initially recorded at cost. Property, plant and equipment is used in the company's principal activity for the production and supply of goods or for administrative purposes and is stated in the balance sheet under the historic cost model. This model requires the assets to be stated at cost less amounts in respect of depreciation and less any accumulated impairment losses. Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value (which is the expected amount that would currently be obtained from disposal of an asset, after deducting the estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life), over the useful economic life of the respective asset as follows:

Tangible fixed assets and depreciation

All fixed assets are initially recorded at cost. Property, plant and equipment is used in the company's principal activity for the production and supply of goods or for administrative purposes and is stated in the balance sheet under the historic cost model. This model requires the assets to be stated at cost less amounts in respect of depreciation and less any accumulated impairment losses. Depreciation is calculated so as to write off the cost of an asset, less its estimated residual value (which is the expected amount that would currently be obtained from disposal of an asset, after deducting the estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life), over the useful economic life of the respective asset as follows:


		Straight line (years)
	Office Equipment	3

	Share capital
	Allotted, called up and fully paid: 137,269 ordinary shares of £0.001 each (2024: 137,269 ordinary shares of £0.001 each) The company operates an unapproved share option plan. Options over 1,900 ordinary shares were granted to seven advisors in May 2020 at an exercise price of £1.00 per share. No options were granted, exercised, forfeited or cancelled during the year, and 1,900 options remained outstanding and exercisable at 30 June 2025 (2024: 1,900). The options vested in full in a prior period and accordingly no share based payment charge has been recognised in the current year (2024: £nil).

Share capital

Allotted, called up and fully paid: 137,269 ordinary shares of £0.001 each (2024: 137,269 ordinary shares of £0.001 each)

The company operates an unapproved share option plan. Options over 1,900 ordinary shares were granted to seven advisors in May 2020 at an exercise price of £1.00 per share. No options were granted, exercised, forfeited or cancelled during the year, and 1,900 options remained outstanding and exercisable at 30 June 2025 (2024: 1,900). The options vested in full in a prior period and accordingly no share based payment charge has been recognised in the current year (2024: £nil).

2.	Average number of employees


		2025		2024
	Average number of employees during the year	2		3

3.	Prior period adjustment
	The comparative figures have been restated to correct errors identified in earlier periods. Interest payable on the convertible loan notes had not been recognised since the notes were issued. Interest of £272,416 relating to periods up to 30th June 2023 has been recognised as an adjustment to reserves brought forward at 1st July 2023, and interest of £148,463 has been recognised in the restated comparatives for the year ended 30th June 2024, giving cumulative interest of £420,879 at that date. Accrued income of £89,691 and accrued cost of sales of £591 relating to the year ended 30th June 2023 were not recognised in that period. These have been recognised in reserves brought forward at 1st July 2023 and reversed in the following year, increasing the restated loss for the year ended 30th June 2024 by £89,100. Accrued income of £151,827 and accrued expenditure of £21,387 relating to the year ended 30th June 2024 were also not recognised in that period, reducing the restated loss for that year by £130,440. Errors were also identified in the recording of debtors, trade creditors, VAT and other creditors, reducing debtors by £42,271, increasing trade creditors by £7,159, reducing VAT payable by £8,410 and reducing other creditors by £5. The net reduction in shareholders' funds is £41,015, of which £37,513 relates to the year ended 30th June 2024 and £3,502 to earlier periods. Shareholders' funds at 30th June 2023, previously reported as a deficit of £1,590,953, have been restated to a deficit of £1,777,771. The deficit has been increased by £272,416 in respect of convertible loan note interest and by £3,502 in respect of the other errors described above, and reduced by £89,100 in respect of accrued income and expenditure, a net increase of £186,818. Shareholders' funds at 30th June 2024, previously reported as a deficit of £1,642,403, have been restated to a deficit of £1,973,857. The deficit has been increased by £420,879 in respect of cumulative convertible loan note interest and by £41,015 in respect of the other errors, and reduced by £130,440 in respect of accrued income and expenditure, a net increase of £331,454. The profit and loss account reserve has been restated from a deficit of £4,378,299 to a deficit of £4,709,753, and the loss for the year ended 30th June 2024 has been increased by £144,637.

Prior period adjustment

The comparative figures have been restated to correct errors identified in earlier periods.

Interest payable on the convertible loan notes had not been recognised since the notes were issued. Interest of £272,416 relating to periods up to 30th June 2023 has been recognised as an adjustment to reserves brought forward at 1st July 2023, and interest of £148,463 has been recognised in the restated comparatives for the year ended 30th June 2024, giving cumulative interest of £420,879 at that date.

Accrued income of £89,691 and accrued cost of sales of £591 relating to the year ended 30th June 2023 were not recognised in that period. These have been recognised in reserves brought forward at 1st July 2023 and reversed in the following year, increasing the restated loss for the year ended 30th June 2024 by £89,100. Accrued income of £151,827 and accrued expenditure of £21,387 relating to the year ended 30th June 2024 were also not recognised in that period, reducing the restated loss for that year by £130,440.

Errors were also identified in the recording of debtors, trade creditors, VAT and other creditors, reducing debtors by £42,271, increasing trade creditors by £7,159, reducing VAT payable by £8,410 and reducing other creditors by £5. The net reduction in shareholders' funds is £41,015, of which £37,513 relates to the year ended 30th June 2024 and £3,502 to earlier periods.

Shareholders' funds at 30th June 2023, previously reported as a deficit of £1,590,953, have been restated to a deficit of £1,777,771. The deficit has been increased by £272,416 in respect of convertible loan note interest and by £3,502 in respect of the other errors described above, and reduced by £89,100 in respect of accrued income and expenditure, a net increase of £186,818.

Shareholders' funds at 30th June 2024, previously reported as a deficit of £1,642,403, have been restated to a deficit of £1,973,857. The deficit has been increased by £420,879 in respect of cumulative convertible loan note interest and by £41,015 in respect of the other errors, and reduced by £130,440 in respect of accrued income and expenditure, a net increase of £331,454. The profit and loss account reserve has been restated from a deficit of £4,378,299 to a deficit of £4,709,753, and the loss for the year ended 30th June 2024 has been increased by £144,637.

4.	Tangible fixed assets

	Office Equipment	Total
	£	£
Cost or valuation
At 01 July 24	23,095	23,095
Additions	1,907	1,907
At 30 June 25	25,002	25,002
Depreciation and impairment
At 01 July 24	18,911	18,911
Charge for year	2,369	2,369
At 30 June 25	21,280	21,280
Net book value
At 30 June 25	3,722	3,722
At 30 June 24	4,184	4,184

5.	Debtors: amounts due within one year

	2025	2024
	£	£
Trade debtors / trade receivables	289,078	169,550
Other debtors	24,992	5
Prepayments and accrued income	166,523	151,827
Total	480,593	321,382

6.	Creditors: amounts due within one year

	2025	2024
	£	£
Trade creditors / trade payables	516,406	257,634
Convertible loans	2,425,128	-
Taxation and social security	67,888	19,157
Other creditors	31,275	36,679
Accrued liabilities and deferred income	23,199	-
Total	3,063,896	313,470


	Included within creditors are convertible loan notes with a principal of £1,855,786 and accrued interest of £569,342, totalling £2,425,128 at 30 June 2025. Interest accrues at 8% per annum. The notes converted into equity after the balance sheet date, as set out in note 11.

7.	Creditors: amounts due after one year

	2025	2024
	£	£
Convertible loans	-	2,276,665
Total	-	2,276,665

8.	Contingent liabilities
	There were no financial guarantees or commitments, either ongoing or entered into during the period.

9.	Directors advances, credits and guarantees
	There were no advances, credits, or guarantees granted to the directors during the period.

10.	Off-balance sheet arrangements
	The company had no off-balance sheet arrangements at year-end or at any stage during the period.

11.	Events after reporting date
	On 8 January 2026, convertible loan notes and accrued interest totalling £2,503,224 were converted into equity. A total of 22,788 ordinary shares were issued at £109.76 per share. The difference of £2,013 between the liability converted and the value of the shares issued arose from the rounding down of fractional share entitlements. At the balance sheet date, these amounts were recognised as liabilities and no adjustment has been made to the financial statements.

11.

Events after reporting date

On 8 January 2026, convertible loan notes and accrued interest totalling £2,503,224 were converted into equity. A total of 22,788 ordinary shares were issued at £109.76 per share. The difference of £2,013 between the liability converted and the value of the shares issued arose from the rounding down of fractional share entitlements. At the balance sheet date, these amounts were recognised as liabilities and no adjustment has been made to the financial statements.

	Notes	2025		2024
		£	£	£	£
Fixed assets
Tangible assets	4		3,722		4,184
			3,722		4,184
Current assets
Debtors	5	480,593		321,382
Cash at bank and on hand		225,808		290,713
		706,401		612,095
Creditors amounts falling due within one year	6	(3,063,896)		(313,470)
Net current assets (liabilities)			(2,357,495)		298,625
Total assets less current liabilities			(2,353,773)		302,809
Creditors amounts falling due after one year	7		-		(2,276,665)
Net assets			(2,353,773)		(1,973,856)
Capital and reserves
Called up share capital			137		137
Share premium			2,735,759		2,735,759
Profit and loss account			(5,089,669)		(4,709,752)
Shareholders' funds			(2,353,773)		(1,973,856)