The directors present the strategic report for the year ended 31 December 2024.

As shown in the company's profit and loss account set out on page 9, the company incurred a loss after tax of £8,007,164 (2023: £6,431,773 - restated).

The company's balance sheet on page 10 shows its net liabilities of £27,326,402 (2023: £19,319,238-restated) and net current assets of £251,630 (2023: £4,245,203- restated).

The directors considered the results at the year-end to be satisfactory and intend to pursue strategies that would enhance growth of the company and result in improved performance.

General

The principal risks and uncertainties are summarised below. These do not necessarily comprise all of the risks that are potentially faced by the Company and are not intended to be presented in any assumed order of priority. The Directors believe that in particular, readers of this report should be aware of these risks and uncertainties, and that the Directors take reasonable steps to mitigate and minimise the impact of the risks on the Company. However, these risks cannot be eliminated entirely without incurring costs that the Board considers to be excessive. If any of these risks and uncertainties, together with possible additional risks and uncertainties of which the Directors are currently unaware or which they consider not to be material in relation to the Company’s business, actually occur, the Company’s business, financial position or operating results could be materially and adversely affected.

Our relatively small size and length of operation in comparison to some competitors may be considered negatively by prospective customers who may wish to remain with an inferior service with an established brand name.

Our competitors may be able to offer products bundled with internet access such as on-demand, television style services or fixed/mobile telecoms that are more attractive to the consumer.

A key risk to any Company in the Full Fibre industry will stem from any Full Fibre overbuild that could arise from competitors. The Company has assessed overbuild risk based on consideration of Full Fibre operator build rates in the UK, likely investment strategies and known movements of market players, and likely broadband penetration levels. We conclude that the risk of overbuild is low but finite and is a key risk that must be considered.

Funding

The business activity of the Company requires significant capital investment. In the event that the Company will not be able to raise the financing required for the planned investment then the Company will have to reduce its planned investment or reduce the scale of its operations.

Inflation

In 2024 we have seen a marked increase in cost inflation arising from several supply side issues. This resulted in supplier price increases across the board. While we note a reduction in the pace of inflation during the first half of 2025, although costs remain high.

Equipment Supply

The on-going events in Ukraine in continue to impact on the European electronics marketplace and a strained global trading relationships are likely to continue to disrupt component supply chains. At the time of this document the impact of these has been felt in terms of longer order lead times.

The Company maintains a careful watching brief to ensure that any shortfall is identified in time for an alternative source to be obtained.

Staffing

The Company attempts to proactively avoid staff shortages by focusing on staff development and retention. The Company maintains a constant recruitment process to fill gaps caused by any churn in the labour force.

The key business risks affecting the company are set out below:-

Currency Risk

There is minimal exposure to currency risk, the Company’s operations are entirely in the United Kingdom and tries to ensure that significant purchases from outside of the UK have been negotiated in Pounds Sterling to avoid currency risk. Therefore, no sensitivity analysis of currency risk has been shown.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. As part of its overall prudent liquidity risk management, the Company actively manages its operating cash flows and does not commit to expenditure that it does not have immediate access to settle.

Market Risk

Market risk is that risk that the fair value or cash flows of financial instruments will fluctuate as a result of market forces outside the control of the Company, including interest rate risk arising from the effect of changes in market interest rates on cash at bank, overdrafts, investments in debt instruments, borrowings and obligations under finance leases.

The Company will continue to operate in a responsible way at all times and comply with all appropriate laws, regulations and guidance.

Lightspeed is in its 5th year of network expansion and having completed phases one and two in 2024, is now actively building its phase 3 network build.

In July 2023 Kompass Global Ventures, LLC (“Kompass Kapital”) acquired a controlling stake in Lightspeed. As part of this transaction the Kompass group committed new capital to the business, which is being utilised to develop and expand the company’s high speed full fibre network while also enhancing the company’s internet service provider (“ISP”) platform.

With a renewed focus on customer acquisitions in 2024, the growth in customer connections and subscription revenue has grown and this trend has continued into the first half of 2025. The demand for Full Fibre across the regions served by Lightspeed remains strong and revenues continue to grow rapidly, bolstered by the launch of value-added services.

The Company has a number of key performance indicators that are used to track the performance of its business and operations to include:

• Cost Per Premises Passed: The cost of building past each available premises in the network.

• Customer Acquisitions Cost: The cost of marketing and acquiring a customer to connect the network.

• Cost per Premises Connected: The cost of connecting a premises to the network.

• Number of properties Ready for Service: properties covered by the network where a customer can be connected and provided with an operational service in that property within 24 hours.

• Penetration: Number of customers acquired as a proportion of the properties ready for service.

Environmental, social and governance

Lightspeed has implemented policies, systems, processes and contracts with build partners that foster the Company’s objective to minimise the impact of our operations on the environment and to support our communities and employees. The board continues to focus on all aspects of the health and safety of our employees.

Lightspeed is committed to offering market leading customer service and superb product reliability and broadband service quality. Lightspeed is committed to ensure that prospects and customers have access to the best value offers and service propositions in the market.

Lightspeed will continue to prioritise the network build program in areas that are digitally underserved so that everyone can actively participate in an increasingly digital society

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal business activity of the company is the provision of telecommunication services.

The results for the year are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

The auditor, KLSA LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

The directors are responsible for preparing the annual report 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 of the profit or loss of the company 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; and

• 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Lightspeed Broadband Ltd (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company’s ability to continue as going concern.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 our audit:

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report and the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

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

• the financial statements are not in agreement with the accounting records and returns; or

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

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

As explained more fully in the directors' responsibilities statement, 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 is 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 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 company or to cease operations, or have no realistic alternative but to do so.

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 an auditor's report 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.

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• we identified the laws and regulations applicable to the company through discussions with directors and other management, from our commercial knowledge and experience of the sector;

• we focused on specific laws and regulations which we considered may have a direct material effect on the operations of the company, financial statements or the operations of the company, including the UK Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation.

We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 were indicative of potential bias; and

• investigated the rationale behind significant or unusual transactions.

To address the risk of non-compliance with laws and regulations, we communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably.

The company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation) and taxation legislation (including payroll taxes) and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statements items.

The Company is subject to other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial, for instance through the imposition of fines or litigation or the loss of the Company’s license to operate. We identified the following areas as those most likely to have such an effect: UK Company law that regulates corporations formed under the Companies Act 2006 and HMRC laws and regulations relating to submissions of applicable taxes and documents. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.

We communicated identified fraud risks and non-compliance with laws and regulations with those charged with governance, throughout the audit team and remained alert to any indications throughout the audit.

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

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's member 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 member those matters we are required to state to the member in an auditor's report 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 member, for our audit work, for this report, or for the opinions we have formed.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

Lightspeed Broadband Ltd is a private company limited by shares incorporated in England and Wales on 27 February 2020. The registered office is Office 2B, Westpoint, Lynch Wood, Peterborough, PE2 6FZ.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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 principal accounting policies adopted are set out below.

The company incurred a loss during the year of £8.0m (2023: £6.4m- restated). The company is currently in the initial phase of growth as its launching its fibre network and connecting customers in different towns. The company's activities are financed by its shareholders, related parties and other borrowings.true

At the reporting date, the company was in a net liability position of £27.3m (2023: £19.3m - restated), had a net current asset position of £252k (2023: £4.2m- restated) and bank position of £205k (2023: £65k). During the year the company's parent raised £45m from an entity affiliated to its shareholders to support the network build and operations. As at the signing date of these financial statements, the total loans to the group by its shareholders for the network build costs and operations amounted to £57.6m, with a further £143.1m from an entity affiliated to its shareholders (together, the “Kompass Kapital entities”). 

As of the signing date of these financial statements, the Kompass Kapital entities have committed funding of £125m to the Lightspeed Fibre Holdings Group for the period 2025-2026.

The Company has a letter of comfort from from Kompass Global Ventures LLC and Kompass Kapital Holdings LLC, confirming the ongoing financial support for the company and confirming that repayment of their existing shareholder loans will not be required for at least 12 months from the date of signing of the financial statements. The directors are therefore confident that Kompass Global Ventures, LLC and Kompass Kapital Holdings LLC will continue to provide financial support to the company for the foreseeable future, defined as at least 12 months from the date of signing the financial statements for the year ended 31 December 2024.

The directors have made an assessment of the group's ability to continue as a going concern which included the group's cash resources, borrowing facilities, planned network costs, and other expenditure.

In accordance with their responsibilities, the directors have considered the appropriateness of the going concern basis for the preparation of the financial statements. For this basis they have reviewed the financial and cash flow projections for the next 12 months from the date of the approval of the financial statements.

At the time of approving these financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Turnover represents the value of services and goods provided in the normal course of business, and is stated net of VAT and discounts and is attributable to continuing activities being provision of fixed connectivity services to customers.

Revenue recognition

Revenue is recognised to the extent that it is realised or realised and earned. Revenue is measured at the fair value of the consideration received, excluding discounts, rebates and VAT. The following criteria must also be met before revenue is recognised:

• persuasive evidence of an arrangement exists between the company and the company's customer.

• delivery has occurred or the service has been rendered.

• the price for the service is fixed or determinable and

• recoverability is reasonably assured.

Revenue earned from contracts is recognised in line with performance obligations based on a five step model.

On inception of the contract we identify a 'performance obligation' for each of the distinct goods or services we have promised to provide to the customers. The consideration specified in the contract is allocated to each performance obligation based on their relative standalone selling prices and is recognised in revenue as they are satisfied.

Below we summarise the revenue recognition policy for each of our major revenue line and provides information on the time of when they are satisfied.

Services revenue

We recognise revenue from the provision of fixed connectivity services to customers on a straight line basis over the contract term as the services are provided, reflecting the customer simultaneously receiving and consuming the service. The services are billed and paid for on a monthly basis.

Installation fees related to services provided over our fixed line network. These fees are recognised as revenue when installation is completed.

The company recognises revenue from the following major sources:

• Revenue from Installations

• Revenue from mesh services

• Revenue from Ongoing Subscriptions

• Revenue from Cancellation Charges

The nature, timing of satisfaction of performance obligations and significant payment terms of the company's major sources of revenue are as follows:

Hardware revenue

Revenue from equipment sales is recognised at a point in time when control of the hardware is passed to the customer. This usually occurs when a customer signs a new contract, the connectivity service is due to commence and the hardware is sent to the customer.

There are no material obligations in respect of returns, refunds or warranties.

Promotion discount

For subscriber promotions, such as discounts or free services during an introductory period, revenue is recognised uniformly over the contractual period if the contract has substantive termination penalties. If a contract does not have substantive termination penalties, revenue is recognised only to the extent of the discounted monthly fee charged to the subscriber, if any.

Subscriber advance payments

Payments received in advance for the services we provide are deferred and recognised as revenue when the associated services are provided.

Contract life/timing of recognition

The company's revenues are earned from the provision of fixed connectivity services to customers based on standard term contracts, usually 12-24 months. A fixed monthly fee is charged for the duration of the customer contract period. The monthly transaction price is fixed at the outset of the contract period and is deemed to be the transaction price.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Comparatives

Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current year. Details of the adjustments made have been disclosed in note 22 to these financial statements.

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

The directors makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results.                            

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are disclosed below.

Management reviews the useful lives, depreciation methods and residual values of the items of intangible fixed assets and tangible fixed assets and on a regular basis. During the year, the directors determined no significant changes in the useful lives and residual values. The carrying amounts of intangible fixed assets and tangible fixed assets are disclosed in notes 9 and 10 respectively.

Intercompany receivables are stated at their recoverable amount less any necessary provision. Recoverability of trade and intercompany receivables is assessed annually and a provision is recognised if any indications exist that the receivables are not considered recoverable.

The average monthly number of persons (including directors) employed by the company during the year was:

Their aggregate remuneration comprised:

The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

Amortisation is not yet recognised on developments of the website, sales order processing and customer service systems. All these assets are assessed as still being in development and not in a final state. It is anticipated that all developments will continue into 2025 and not be in a final state until the end of that year. The estimated commitment needed to bring these assets to a state of completion as at year end was £904,310.

Loans from group undertakings includes £13,023,207 from Lightspeed Fibre Group Limited which is subject to interest rate at a margin plus compounded reference rate for that day and £17,745,559 from Lightspeed Fibre Holdings Limited which is subject to interest rate of 8% and 14%.

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

The company has taken advantage of the exemption available in FRS 102 (s33 "Related Party Disclosure"), whereby it has not disclosed transactions with the parent company or any wholly owned subsidiary undertakings of the group.

The company's immediate parent undertaking is Lightspeed Fibre Group Limited. Its registered office and principal place of business is Office 2B, Westpoint, Lynch Wood, Peterborough, PE2 6FZ.

Lightspeed Fibre Holdings Limited, a company incorporated in England and Wales, is regarded by the directors as being the company's ultimate parent company. Its registered office and principal place of business is Office 2B, Westpoint, Lynch Wood, Peterborough, PE2 6FZ.

In the opinion of the directors, the ultimate controlling party is Jayson Alexander Kuti.

During the year, the Company reviewed the methodology applied to intercompany charges for installation services provided by its related party. Historically, a cost-plus-margin basis was used. Following the availability of more reliable market data, it was determined that this approach did not reflect prevailing market conditions.

Accordingly, the Company has adopted a market-based methodology to determine intercompany charges, bringing transfer pricing into closer alignment with the arm’s length principle. In line with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, this change has been applied retrospectively, with comparative figures for 2023 restated. The financial impact of this change is disclosed in the accompanying note below.