ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

Registered number: 09351821

LM HOLDCO LIMITED

ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

LM HOLDCO LIMITED

COMPANY INFORMATION

Directors	A S Premananthan
	A Subaskaran (resigned 13 June 2025)


Company secretary	A S Premananthan


Registered number	09351821


Registered office	3rd Floor Walbrook Building
	195 Marsh Wall
	London
	E14 9SG


Independent auditors	Nyman Libson Paul LLP
	Chartered Accountants
	124 Finchley Road
	London
	NW3 5JS

LM HOLDCO LIMITED

CONTENTS

	Page
Group strategic report	1 - 4
Director's report	5 - 9
Independent auditors' report	10 - 13
Consolidated profit and loss account	14
Consolidated statement of comprehensive income	15
Consolidated balance sheet	16 - 17
Company balance sheet	18
Consolidated statement of changes in equity	19 - 20
Company statement of changes in equity	21 - 22
Consolidated statement of cash flows	23
Consolidated analysis of net debt	24
Notes to the financial statements	25 - 51

LM HOLDCO LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction

The Directors present their Annual Report and Financial Statements of the Company and the Group (comprising LM Holdco Limited and its subsidiaries) for the year ended 31 December 2023.

Principal activity
The principal activity of the Group in the year under review was that of providing telecommunication services as a Mobile Virtual Network Operator (‘MVNO’) and a Mobile Network Operator ('MNO'). The MNO services are primarily provided in the Ugandan market. The principal activity of the Company in the year under review was that of a holding company.
The Group invested heavily to upgrade/develop its own telecom platforms/towers to provide continuous award-winning services to its customers as well as its related parties. In addition, the Group’s success involves investing heavily in marketing and promotional activities to attract new customers while retaining existing customers.
Corporate governance
Responsibility for robust and strong corporate governance lies with the Board and the Board recognises in full its obligation and continuing responsibility for organising and directing the overall affairs of the Group in a way that is in the best interests of the shareholders. This involves detailed discussion and strategic review of the financial and operational performance of the Group as well as review of risk and internal controls.
By providing vision, strategy and a shared services centre to its subsidiaries and other related parties, the Group gains economies of scale. This takes place within a specific operational structure in which the Directors of each subsidiary have responsibility for their own decision making and for the corporate governance within their own entities, thus mitigating financial and regulatory risk. In particular, the Group adopts an entrepreneurial business approach, providing leadership and expertise to other related party companies.
The Board is also responsible for the overall management of the Group’s business and is accountable to the shareholders as well as for setting out the Group strategy and performance review and for the long-term success of the Group. This includes ensuring that the Group is adequately resourced, that the appropriate skills are in place and that the management team are meeting their objectives whilst ensuring that shareholder value is maintained.
Business review

The Group reported £13.9m revenue for the year ended 31 December 2023 compared to £11.1m for the year ended 31 December 2022, an increase of 25%. The gross profit margin has decreased from 50% in the year ended 31 December 2022 to 13% in the year ended 31 December 2023. The growth in revenue is primarily driven by a growth in the Ugandan market where the MNO has increased its customer base, with an overall increase in data usage resulted in increased gross margin for the period.
Operating loss for the year ended 31 December 2023 increased to £16.2m (year ended 31 December 2022: loss of £13.1m) primarily due to increasing cost of sales. Cost of sales were £12.1m (year ended 31 December 2022: £5.6m) which represents an increase of 117%. The increase in cost of sales is primarily due to the increase in cost from Tangerine.
Debtors have decreased to £8.5m on 31 December 2023 compared to £8.8m at 31 December 2022, primarily as a result of an decrease in related party receivables and prepayments.

Page 1

LM HOLDCO LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2023

Creditors falling due within one year have increased from £128.6m in the year ended 31 December 2022 to £140.2m in the year ended 31 December 2023 due to an increase in trade creditors and related party payables. A net payable amount of £123.4m (2022: £117.8m) is owed to Lycatelcom LDA being 96% (2022: 98%) of the gross total related party payables.
Shareholders' funds have decreased by 13% which is due to net operating losses.
The total average number of employees decreased from 170 to 148 across the Group during the period, mainly due to the war in Russia and Ukraine, which led to the closure of operations in Russia and a reduction in staff in Ukraine.

The Group's key financial and other performance indicators during the financial year were as follows:

	31 December 2023	31 December 2022
	£'000	£'000
Turnover	13,913	11,119	25%
Gross Profit	1,842	5,558	(67%)
Gross Margin	13%	50%	(37%)
Loss after Tax	16,222	19,428	(17%)
Equity shareholders' funds	(109,195)	(96,624)	13%
Current assets as a % of current liabilities	7%	10%	(3%)
Active subscribers	503	476	6%
Churn %	11%	11.5%	(0.5%)

Active subscribers represent active customers as of 31 December 2023 and 31 December 2022. Subscribers are defined as active customers if they have made an outbound call, text or used data in the preceding 90 days’ period.
Churn is a measure of the number of customers that have been inactive on the network during the last 90 days as a percentage of the active subscriber base.
The churn rate remained flat, primarily because we are not acquiring enough new customers, while existing customers are relatively slow to churn.
The prepay customer base remain unchanged driven by competitive pricing and stronger reactivations. The Group intends to continue to increase its bundle penetration by launching new and innovative products and tariffs into the marketplace to maintain its profitable customer bases.
The Group trades with other affiliated and related party companies (see note 29) and the Group, its affiliates and related parties are included in an operating model that ensures revenue and profits are economically allocated to the entity which has earned them.

Principal risks and uncertainties

The principal risks and uncertainties facing the Group have been reviewed in detail by the Directors and no material additional risk or uncertainty has been identified other than those detailed below. These risks are broadly grouped within competitive, operational, regulatory and financial risk. The Directors' risk management objectives consist of identifying and monitoring those risks which could have an adverse impact on the Group’s assets, profitability or cash flows.

Page 2

LM HOLDCO LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2023

Competitive Risk
The Ugandan MNO market remains competitive with new entrants able to join relatively easily, resulting in pricing risk and pressure on market share. In the past it has proven difficult for any new entrant to achieve any scale, with operators Warid, Orange, Africell, Smart, Smile all either closing or selling. Group's tariff rates are considerably lower than current competition and there is considerable doubt that any further new entrant would be able to meet these tariffs for any length of time, thus mitigating this risk. The Group has a considerable advantage with these tariffs as these are most likely to increase our market share. This competitive risk is further mitigated by regular reviews of competitive offerings and changes in market providers. A National Telecoms Licence is not easy to acquire, and the Ugandan telecommunications regulator policy is restrictive on this matter. There is a risk that the Group misses its licence coverage obligations though the current investment strategy is designed to meet coverage obligations, which can be met through build of own network or entering into National Roaming Agreements, or a combination of both. Other competitors hold positions of market dominance and could present obstacles to the growth of the Group’s business, the legal and regulatory framework in Uganda sets out quite onerous anti-competition rules which will be enforced to ensure a level playing field in the industry.
Operational Risk
The Uganda operation is expected to have only the usual operational risks associated with an MNO operation. These risks will be monitored and managed on an ongoing basis and actions taken to prevent or mitigate any risk which is identified or may arise.
Regulatory Risk
The Group’s telecommunication services are regulated together with the industry. Full compliance with regulatory requirements is monitored by senior management in conjunction with the Group’s in-house legal team.
Financial Risk
The Group’s sales and purchases are denominated in British Sterling Pounds. Certain Group companies’ balances are due to or from related parties in other currencies, primarily Euro’s and US Dollars. The Group companies are therefore exposed to currency movements. Currently, the Group companies do not use the financial derivatives or currency hedging options in its financing activities.
The Group companies’ policies on liquidity risk are to ensure that sufficient cash is available to fund continuing operations, which is supported by related party balances.
In addition, the Group has undertaken a risk assessment within the non-trading areas of the business, which could have a material effect on the performance of the business.
Further, foreign exchange risk in overseas operations is managed by maintaining foreign currency bank balances.
Credit Risk
The Group has a significant concentration of credit risk because of balances due to and from related parties. The Group's principal financial assets are bank balances, trade and other receivables. The Group's credit risk is primarily attributable to the amounts due from related parties. The amounts presented in the Balance Sheet are presented net of any impairment. Each balance is reviewed and an assessment of recoverability of the balance has been made individually, with any impaired amount taken directly to the Profit and Loss Account. The credit risk on bank balances is considered limited because the counterparties are banks with high credit ratings. The Group has undergone a process to review the recoverability of related party balances owing at year end. In doing so it has taken the step to reduce the value of the debtors outstanding based upon various criteria including the counter parties' profitability, financial stability and subsequent repayment.

Page 3

LM HOLDCO LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2023

Bad Debt Risk
The Group adopts a policy to mitigate third party bad debt risk throughout its subsidiary companies. It achieves this via a program of regular detailed reviews of past credit history and monitoring the receivable balances, coupled with the detailed knowledge of the trading experience of the customer.
Liquidity Risk
The Group's policy on liquidity risk is to ensure that sufficient cash is available to fund ongoing operations, which is supported by related party balances.

Directors' intent to support
The Directors have prepared the financial statements on a going concern basis, as they have no plans to liquidate the Company or the Group or to cease operations. They believe the financial position of the Company and the Group supports this assumption and are confident that no significant uncertainties exist that would cast substantial doubt on their ability to continue as a going concern for at least 12 months from the report's signing date. Furthermore, the Directors are prepared to provide support to the Company and the Group if necessary.

Future developments

The Directors remain optimistic for the year ahead and expect turnover for the next financial year to increase due to commencement of businesses in new markets. The Directors aim to maintain a strategy to continue to increase the turnover and the Directors consider that the Group will continue to demonstrate a growth in sales and profitability. The presence in Uganda is expected to strengthen with the addition of 771 new sites by the end of 2025. The Directors aim to maintain a strategy to continue to increase the turnover and the Directors consider that the Group will continue to demonstrate a growth in sales and profitability.

Section 172 (1) statement
The Directors believe that they have, in good faith, acted in a way that they consider would be most likely to promote the success of the Group and the Company for the benefit of its shareholder and, in doing so, have had regard to and recognised the importance of all stakeholders in its decision-making. The Group is committed to be a responsible business whose behaviour is aligned with the expectations of our people, suppliers and customers.
Our people are fundamental to the delivery of our strategy. For the Group to succeed we need to manage our people’s performance and develop new talent, while ensuring we operate as efficiently as possible. We aim to be a responsible employer in our approach to the remuneration and benefits our employees receive.
The Group works closely with customers and suppliers to build long-term relationships and to understand their needs and priorities. The Board’s intention is to behave responsibly and ensure that management operates the business in a responsible manner.

This report was approved by the board on 4 October 2025 and signed on its behalf.

A S Premananthan

Director

Page 4

LM HOLDCO LIMITED

DIRECTOR'S REPORT

FOR THE YEAR ENDED 31 DECEMBER 2023

The Director presents his report and the financial statements for the year ended 31 December 2023.

Principal activity

The principal activity of the Company is that of a holding Company for a Group of Companies whose activities are disclosed in the strategic report.

Directors

The Directors who served during the year were:

A S Premananthan

A Subaskaran (resigned 13 June 2025)

Director's responsibilities statement

The Director is responsible for preparing the group strategic report, the Director's report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK 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 Group will continue in business.

The Director is 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 the Group and to 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.

Results and dividends

The loss for the year, after taxation and minority interests, amounted to £15,794,747 (2022 - loss £19,299,810).

The Directors do not propose a final dividend for the year. No dividend was paid during the year ended 31 December 2023 and no dividend was paid for the year ended 31 December 2022.
Related Party Transactions
The Group has subsidiary undertakings as listed in note 15. The individual shareholders of the Group have similar interests in a range of related companies. As these companies are under common control, transactions between the Group and these companies are considered as related party transactions. Details of these transactions are set out in note 29 to the financial statements.

Page 5

LM HOLDCO LIMITED

DIRECTOR'S REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2023

Political and Charitable Contributions
The Group made no political or charitable donations during the year and prior year.
Employment Policies and Involvements
Opportunities are available to disabled employees for training, career development and promotion. The Group does not condone unfair treatment of any kind and offers equal opportunities in all aspects of employment and advancement regardless of race, nationality, gender, age, marital status, sexual orientation, disability, religious or political beliefs. The Group considers applications for employment from disabled persons where the candidate's particular aptitudes and abilities are consistent with adequately meeting the requirements of the job.
Should any existing employee become unfortunately disabled during their employment, it is the Group's policy to provide continuing employment wherever practicable in the same or an alternative position and to provide appropriate training to achieve this aim.
The Group’s employment policy is fully compliant with all legal and cultural requirements and seeks to maintain high standards and strong employee relations with all its employees within a diverse and inclusive environment.

Statement of engagement with suppliers, customers and others in a business relationship with the Group and Company
The Board is responsible for the Group’s strategic direction, long term objectives and development. The Board oversees the Group’s operations, performance and governance and ensures compliance with statutory and regulatory obligations.
We engage with our stakeholders internally and externally at all levels of the business, including through our frontline operations, our customer facing and Senior Leadership Team.
We use a variety of mechanisms to engage with our stakeholders including face to face meetings and reviews. The Board and Senior Leadership Team receives updates on these mechanisms and initiatives for engagement. This is then used to inform decision making.
Our main stakeholders are employees, shareholders, customers, suppliers, bankers and regulators.
Employee Engagement
The Group recognises that employees are fundamental to our business and provide a core to ensure delivery of our strategic ambitions. The success of our business depends on attracting, retaining, and motivating employees. From ensuring that we remain a responsible employer, from pay and benefits to our health, safety and workplace environment, the Group continues to consider the implications of decisions on employees and the wider workforce, where relevant and feasible.
Customers
We recognise that developing a strong understanding of customers’ needs and putting this at the heart of our business and strategy is critical. We have a large and diverse customer base which is integral to our future success. Our customers are consumers, wholesalers, distributors, business corporates, and traditional channels, network operators and communications providers. We engage with our customers at all stages of our proposition development process to understand their needs and to develop products and experiences that endeavour to meet these needs.
We use a variety of methodologies and data sources to identify customer needs, expectations and behaviours in all categories and channels that we currently operate in, as well as future ones. We use these insight methods to inform all elements of our strategy including targeting & positioning, proposition & pricing, customer experience, and brand & communication development.

Page 6

LM HOLDCO LIMITED

DIRECTOR'S REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2023

Suppliers
Our suppliers provide products and services that help us execute our strategy. We source from across the world for our cost streams and have local network operators for providing national and radio access telecommunication services.

Our suppliers want us to pay them in line with our agreed terms, act ethically and transparently and work collaboratively with them and build stronger relationships. We use online portal and other various sources to guide prospective suppliers on our requirements and expectations.
As part of complying with Regulations, we carried out a review and a phased uplift of relevant supplier contracts. We want to know who we are doing business with and who is acting on our behalf, so we choose suppliers using principles that make sure we act ethically and responsibly, undertake due diligence on them before and after we sign a contract, including checks in relation to financial health, anti-corruption and bribery and compliance checks against our minimum standards, for example, quality management, security and data privacy requirements.
The desirability of the Group maintaining a reputation for high standards of business conduct
The Group periodically reviews and approves clear frameworks, such as Lyca’s General Business Principles to ensure that its high standards are maintained both within Lyca businesses and the business relationships we maintain.
After weighing up all relevant factors, the Directors consider which course of action best enables delivery of our strategy through the long-term, taking into consideration the impact on stakeholders. In doing so, our Directors act fairly as between the Group’s members but are not required to balance the Group’s interest with those of other stakeholders, and this can sometimes mean that certain stakeholder interests may not be fully aligned.

Going concern

The financial statements have been prepared on a going concern basis. The Directors believe the Group and Company will be able to continue to operate and meet its obligations as they fall due for the foreseeable future.
The Group has reported: -
• an operating loss for the year of £16.2m (year ended 31 December 2022: loss of £13.1m);
• net current liabilities of £130.2m (31 December 2022: £116.3m); and
• net cash inflows from operating activities for the year of £6.8m (year ended 31 December 2022: £6.6m)
as evidenced on page 23 in the Statement of Cashflows.
Most of the cash flows associated with investing and financing activities are ultimately either discretionary and/or with related parties under the control of Mr A Subaskaran.
The Directors have reviewed the Group’s business activities, together with the factors likely to affect the Group’s future development, performance and position. This going concern assessment has considered the Group’s available cash flow, business model, strategy, regulatory environment, principal risks and uncertainties, recent financial performance and outlook, which are detailed in the Strategic Report on pages 1 to 4. The going concern of the Group has been assessed considering the potential impact of certain scenarios arising from the uncertainties, which have the greatest potential impact on the going concern positions of the Group in the periods under review. In particular, the Directors have considered the implication of Brexit and current COVID-19 pandemic on the going concern assumption, but these factors will have minimal impact on the Group’s performance.
Based on these considerations the Directors have prepared forecast trading cash inflows and outflows for the Group and have no reason to believe cash generated for operating activities will be less than that historically generated.

Page 7

LM HOLDCO LIMITED

DIRECTOR'S REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2023

The Directors have reviewed these trading and operational cashflow forecasts for the Group for the financial years to 31 December 2025 and 31 December 2026 including in the forecast those factors which the Directors consider could materially affect forecast cashflow during the period, both positively and negatively.
This review has included an overlay of probable sensitivity analysis to key assumption changes, including potential market tariff and market share changes, and demonstrates that there are no material variations to the forecast cashflow generated from operations.
The Directors have also reviewed the asset and liability bases of the Group as at the date of approval of these financial statements and separately considered those which are third party and those which are ‘related’ to other companies controlled by the same ultimate shareholder.
Third party cash related liabilities will be settled from the cash flow forecasts as they fall due in the normal course of business via the MVNO Group Treasury function. Related party liabilities will be settled only when sufficient surplus working capital is available.
The Directors have further mitigated any potential related party risk by receiving an undertaking from the owners of certain material related party creditor companies that liabilities will not be demanded and repaid by the Group for a period of at least twelve months from the date of signing these financial statements, unless sufficient surplus funds are available, or if doing so could jeopardise, in the opinion of the Group’s Directors, the Group’s ability to meet its debts as they fall due.
The Directors have additionally concluded, following a review of related party receivables, that whilst operational cash headroom would be significantly reduced in the event of difficulty collecting these balances, this would not itself jeopardise the going concern conclusion that that Directors have reached.

These financial risks have been further mitigated by the availability of financial support from related parties, should it be required. The Directors have confirmed the validity of this conclusion by undertaking a review of the cashflows for the related party companies within the MVNO Group which show sufficient cashflow headroom for this potential provision to be met from wider operational cashflow.
Based on their assessment of the Group’s financial position, the Directors consider that the Group is well placed to manage its business risks successfully and have a reasonable expectation that the Group will be able to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing these financial statements.
Liquidity and Capital Resources
The major source of Group liquidity for the December 2023 financial period was cash generated from operations. The Group’s key sources of liquidity for the foreseeable future will likely continue to be cash generated from operations.

Page 8

LM HOLDCO LIMITED

DIRECTOR'S REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2023

Disclosure of information to auditors

The Director at the time when this Director's report is approved has confirmed that:

∙so far as is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

∙ has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditors, Nyman Libson Paul LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 4 October 2025 and signed on its behalf.

A S Premananthan

Director

Page 9

LM HOLDCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LM HOLDCO LIMITED

Disclaimer of Opinion

We were engaged to audit the financial statements of LM Holdco Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Profit and Loss Account, the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows and the related notes, 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).

We do not express an opinion on the accompanying financial statements. Because of the significance of the matter described in the Basis for Disclaimer of Opinion section of our report, we have not been able to obtain appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

Basis for disclaimer of opinion

∙There are a significant number of overseas subsidiaries — including Tunisia Services SARL, Tangerine Limited (Uganda) and Lycamobile Skopje — that constitute a substantial portion of the group’s operations. As group auditor, we were unable to obtain sufficient appropriate audit evidence to audit the results of these overseas subsidiaries, due to lack of access to component auditors, management, or supporting documentation. Accordingly, we are unable to express an opinion on whether the consolidated financial statements give a true and fair view.

∙The Group’s ability to rely on the liquidity of the wider group, consisting of related parties and entities under common control (together “the wider group”), to provide financial support should it be required within management's going concern forecast period, could not be substantiated due to lack of signed accounts for certain group entities.

∙The wider group related party balances could not be agreed due to other entiites not having their financial statements signed off for 2021, 2022 and 2023.

∙No audit work was carried out nor audit report received for Lycamobile LLC Russia due to sanctions and regulatory restrictions. The entity was deconsolidated in 2022 due to a loss of control.

Matters on which we are required to report by exception

Notwithstanding our disclaimer of an opinion on the financial statements, in light of the knowledge and understanding of the Group and Parent Company and their environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.

Management’s forecast for the going concern period indicates that in order to remain a going concern, the Group will need to be able to recover the related entity/party debtors or would need to be able to rely upon the financial support from the wider group should it be required. We are unable to obtain sufficient appropriate audit evidence on the recoverability of the related entity/party debtor balances nor the wider group's ability to provide any financial support that may be required in a going concern period as the management did not perform a detailed analysis on the recoverability of the related entity/party debtor balances and assumptions included within the Group's liquidity assessment were subject to a high level of uncertainty.

Page 10

LM HOLDCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LM HOLDCO LIMITED

As a result of these matters, we were unable to determine whether any adjustments might have been found necessary in the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows.

Going concern
We draw attention to the fact that related party debtors and creditors represent a substantial proportion of the Group and Company’s financial statements. These balances are critical to the assessment of the Group and Company’s ability to continue as a going concern. Furthermore, the use of the going concern assumption and the significant component noted above, when considered individually and in aggregate, represent a material and pervasive issue. Due to the significance of these matters, we have been unable to obtain sufficient appropriate audit evidence to support the going concern assumption. Accordingly, we are unable to express an opinion on the financial statements of the Group and Company.

Extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of noncompliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

∙We obtained an understanding of the Group and Parent Company and the sector in which it operates to identify laws and regulations that could be reasonably be expected to have a direct effect on the financial statements. We obtained our understanding in this regard through discussions with management, industry research, application of cumulative audit knowledge and experience of the sector.

∙We designed our audit procedures to ensure the audit team considered whether there were any indications of non-compliance by the Group and Parent Company with those laws and regulations. These procedures included:

°Enquiries of management

°Review of legal/ regulatory correspondence

∙As in all our audits, we addressed the risk of fraud arising from management override of controls by performing audit procedures which included, but not limited to, the testing of journals, reviewing accounting estimates for evidence of bias, and evaluating the rationale of any significant transactions that are unusual or outside the normal course of business.

Because of the inherent limitations to an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. The risk increases the more that compliance with a law or regulation is removed from the events and transactions, reflected in the financial statements, as we will be less likely to become aware of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 Auditors' Report.

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LM HOLDCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LM HOLDCO LIMITED

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.

Because of the significance of the matter described in the Basis for Disclaimer of Opinion section of our audit report, we are unable to determine whether a material misstatement of other information exists.

Opinion on other matters prescribed by the Companies Act 2006

Because of the significance of the matter described in the Basis for Disclaimer of Opinion section of our audit report, we have been unable to form an opinion, based on the work undertaken in the course of the audit, whether:

∙the information given in the Group 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 Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Arising from the limitation of our work referred to above:

∙We have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

∙We were unable to determine whether adequate accounting records have been kept.

∙Returns adequate for our audit have not been received from subsidiaries not visited by us.

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:

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

∙certain disclosures of directors' remuneration specified by law are not made.

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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 Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Page 12

LM HOLDCO LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF LM HOLDCO LIMITED

Auditor's responsibilities for the audit of the financial statements

Our responsibility is to conduct an audit of the Company and Group’s financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor’s report.
However, because of the matter described in the Basis for Disclaimer of Opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basisfor an audit opinion on these financial statements.
We are independent of the Company and 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.

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 an Auditors' 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 members, as a body, for our audit work, for this report, or for the opinions we have formed.

Hetal Mistry (Senior Statutory Auditor)

for and on behalf of

Nyman Libson Paul LLP

Chartered Accountants

Statutory Auditors

124 Finchley Road

London

NW3 5JS

4 October 2025

Page 13

LM HOLDCO LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT

FOR THE YEAR ENDED 31 DECEMBER 2023

	Continuing operations	Discontinued operations	Total	Continuing operations	Discontinued operations	Total
	2023	2023	2023	2022	2022	2022
Note	£	£	£	£	£	£


Turnover	4	13,913,327	-	13,913,327	11,056,808	61,700	11,118,508
Cost of sales		(12,071,817)	-	(12,071,817)	(5,213,580)	(346,890)	(5,560,470)
Gross profit		1,841,510	-	1,841,510	5,843,228	(285,190)	5,558,038
Administrative expenses		(18,450,887)	-	(18,450,887)	(18,343,125)	(344,099)	(18,687,224)
Other operating income	5	458,913	-	458,913	3,631	-	3,631
Operating loss	6	(16,150,464)	-	(16,150,464)	(12,496,266)	(629,289)	(13,125,555)
Losses on investments and intercompany balances		1,617,278	-	1,617,278	(4,449,186)	-	(4,449,186)
Interest receivable and similar income	10	-	-	-	40,197	-	40,197
Interest payable and similar expenses	11	(1,641,474)	-	(1,641,474)	(1,502,010)	-	(1,502,010)
Loss before tax		(16,174,660)	-	(16,174,660)	(18,407,265)	(629,289)	(19,036,554)
Tax on loss	12	(47,076)	-	(47,076)	(391,641)	-	(391,641)
Loss for the financial year		(16,221,736)	-	(16,221,736)	(18,798,906)	(629,289)	(19,428,195)

Loss for the year attributable to:
Non-controlling interests	(426,989)	-	(426,989)	(128,385)	-	(128,385)
Owners of the parent	(15,794,747)	-	(15,794,747)	(18,670,521)	(629,289)	(19,299,810)
	(16,221,736)	-	(16,221,736)	(18,798,906)	(629,289)	(19,428,195)

The notes on pages 25 to 51 form part of these financial statements.

Page 14

LM HOLDCO LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2023

				2023	2022
				£	£

Loss for the financial year	(16,221,736)	(19,428,195)
Other comprehensive income
Foreign exchange movements	3,650,989	(4,611,584)
Total comprehensive income for the year	(12,570,747)	(24,039,779)

(Loss) for the year attributable to:
Non-controlling interest	(426,989)	(128,385)
Owners of the parent Company	(15,794,747)	(19,299,810)
	(16,221,736)	(19,428,195)

The notes on pages 25 to 51 form part of these financial statements.

The Parent Company has taken the exemption from preparing a seperate Profit and Loss Account as permitted under section 408 Companies Act 2006.

Page 15

LM HOLDCO LIMITED

REGISTERED NUMBER: 09351821

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2023

		2023		2022
Note		£		£

Fixed assets
Intangible fixed assets	13		12,555,844		13,231,471
Tangible fixed assets	14		8,461,655		7,035,221
			21,017,499		20,266,692
Current assets
Stocks	16	207,227		213,450
Debtors due within one year	17	8,535,707		8,779,485
Debtors due after more than one year	17	395,954		407,172
Cash at bank and in hand	18	903,930		2,941,689
		10,042,818		12,341,796
Creditors: amounts falling due within one year	19	(140,208,058)		(128,649,243)
Net current liabilities			(130,165,240)		(116,307,447)
Creditors: amounts falling due after more than one year	20		(32,790)		(568,512)
Provisions for liabilities
Deferred taxation	22	(14,307)		(14,824)
			(14,307)		(14,824)
Net liabilities			(109,194,838)		(96,624,091)

Page 16

LM HOLDCO LIMITED

REGISTERED NUMBER: 09351821

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 DECEMBER 2023

		2023		2022
Note		£		£

Capital and reserves
Called up share capital	23	200	200
Foreign exchange reserve	24	3,519,540	(131,449)
Other reserves	24	(6,998,172)	(6,998,172)
Profit and loss account	24	(103,627,037)	(87,832,290)
Equity attributable to owners of the parent Company		(107,105,469)	(94,961,711)
Non-controlling interests		(2,089,369)	(1,662,380)
		(109,194,838)	(96,624,091)

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

A S Premananthan

Director

Date: 4 October 2025

The notes on pages 25 to 51 form part of these financial statements.

Page 17

LM HOLDCO LIMITED

REGISTERED NUMBER: 09351821

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2023

		2023		2022 (as restated)
Note		£		£

Fixed assets
Investments	15		12,757,163		12,700,556
			12,757,163		12,700,556
Current assets
Debtors due within one year	17	3,187,299		2,897,324
Debtors due after more than one year	17	66,651,714		58,735,789
Cash at bank and in hand	18	7,625		4,729
		69,846,638		61,637,842
Creditors: amounts falling due within one year	19	(113,476,601)		(106,423,343)
Net current liabilities			(43,629,963)		(44,785,501)
Total assets less current liabilities			(30,872,800)		(32,084,945)


Net liabilities			(30,872,800)		(32,084,945)

Capital and reserves
Called up share capital	23		200		200
Profit and loss account brought forward		(32,085,145)		(2,462,851)
Profit/(loss) for the year		1,212,145		(29,622,294)
Profit and loss account carried forward			(30,873,000)		(32,085,145)
			(30,872,800)		(32,084,945)

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

A S Premananthan

Director

Date: 4 October 2025

The notes on pages 25 to 51 form part of these financial statements.

Page 18


		LM HOLDCO LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Foreign exchange reserve	Other reserves	Profit and loss account	Equity attributable to owners of parent Company	Non-controlling interests	Total equity
	£	£	£	£	£	£	£
At 1 January 2023	200	(131,449)	(6,998,172)	(87,832,290)	(94,961,711)	(1,662,380)	(96,624,091)

Loss for the year	-	-	-	(15,794,747)	(15,794,747)	(426,989)	(16,221,736)
Foreign exchange upon consolidation	-	3,650,989	-	-	3,650,989	-	3,650,989
At 31 December 2023	200	3,519,540	(6,998,172)	(103,627,037)	(107,105,469)	(2,089,369)	(109,194,838)

The notes on pages 25 to 51 form part of these financial statements.

Page 19


		LM HOLDCO LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2022

	Called up share capital	Foreign exchange reserve	Other reserves	Profit and loss account	Equity attributable to owners of parent Company	Non-controlling interests	Total equity
	£	£	£	£	£	£	£
At 1 January 2022 (as previously stated)	200	2,992,011	(6,998,172)	(65,611,001)	(69,616,962)	(1,533,995)	(71,150,957)
Prior year adjustment (see note 26)	-	172,272	-	(1,605,627)	(1,433,355)	-	(1,433,355)
At 1 January 2022 (as restated)	200	3,164,283	(6,998,172)	(67,216,628)	(71,050,317)	(1,533,995)	(72,584,312)

Loss for the year	-	-	-	(19,299,810)	(19,299,810)	(128,385)	(19,428,195)
Foreign exchange upon consolidation	-	(4,611,584)	-	-	(4,611,584)	-	(4,611,584)
Transfer upon disposal of subsidiary	-	-	-	(1,315,852)	(1,315,852)	-	(1,315,852)
Transfer upon disposal of subsidiary	-	1,315,852	-	-	1,315,852	-	1,315,852
At 31 December 2022 (as restated)	200	(131,449)	(6,998,172)	(87,832,290)	(94,961,711)	(1,662,380)	(96,624,091)

The notes on pages 25 to 51 form part of these financial statements.

Page 20

LM HOLDCO LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2023 (as previously stated)	200	(33,650,206)	(33,650,006)
Prior year adjustment (see note 26)	-	1,565,061	1,565,061
At 1 January 2023 (as restated)	200	(32,085,145)	(32,084,945)

Profit for the year	-	1,212,145	1,212,145
At 31 December 2023	200	(30,873,000)	(30,872,800)

The notes on pages 25 to 51 form part of these financial statements.

Page 21

LM HOLDCO LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2022

	Called up share capital	Foreign exchange reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2022 (as previously stated)	200	(172,272)	(857,224)	(1,029,296)
Prior year adjustment (see note 26)	-	172,272	(1,605,627)	(1,433,355)
At 1 January 2022 (as restated)	200	-	(2,462,851)	(2,462,651)

Loss for the year (as restated)	-	-	(29,622,294)	(29,622,294)
At 31 December 2022 (as previously stated)	200	-	(32,085,145)	(32,084,945)

The notes on pages 25 to 51 form part of these financial statements.

Page 22

LM HOLDCO LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2023

			2023	2022
			£	£

Cash flows from operating activities
Loss for the financial year	(16,221,736)	(19,428,195)
Adjustments for:
Profit on disposal of subsidiaries	-	(11,094,418)
Amortisation of intangible assets	1,713,570	1,734,843
Depreciation of tangible assets	5,239,373	4,460,887
Loss on disposal of tangible assets	205,418	293,577
Interest paid	1,641,474	1,502,010
Interest received	-	(40,197)
Taxation charge	47,076	391,641
Decrease in stocks	6,224	88,165
Decrease in debtors	2,261,580	12,011,529
Decrease in amounts owed by groups	6,749,280	17,464,600
Increase/(decrease) in creditors	6,114,550	(2,291,161)
Foreign exchange	(986,973)	1,471,979
Net cash generated from operating activities	6,769,836	6,565,260

Cash flows from investing activities
Purchase of intangible fixed assets	(1,655,498)	-
Purchase of tangible fixed assets	(6,987,977)	(6,123,286)
Purchase of fixed asset investments	(56,607)	-
Net cash from investing activities	(8,700,082)	(6,123,286)
Cash flows from financing activities
Net receipts of other loans	-	1,541,749
Net cash used in financing activities	-	1,541,749
Net (decrease)/increase in cash and cash equivalents	(1,930,246)	1,983,723
Cash and cash equivalents at beginning of year	2,941,689	875,761
Foreign exchange gains/(losses)	(107,513)	82,205
Cash and cash equivalents at the end of year	903,930	2,941,689

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	903,930	2,941,689

Page 23

LM HOLDCO LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2023


At 1 January 2023	Cash flows	At 31 December 2023
£	£	£

Cash at bank and in hand	2,941,689	(2,037,759)	903,930
	2,941,689	(2,037,759)	903,930

The notes on pages 25 to 51 form part of these financial statements.

Page 24

LM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

1.	General information

LM Holdco Limited (the "Company") and its subsidiaries (together "the Group") operate principally in Europe and in the rest of the world. The Company is a private company limited by shares and is incorporated in England and Wales. The address of its registered office is 3rd Floor Walbrook Building, 195 Marsh Wall, London, E14 9SG.

2.Accounting policies

2.1

Statement of compliance and basis of preparation of financial statements

The Group and separate financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with applicable United Kingdom accounting standards, including Financial Reporting Standard 102 - ‘The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland’ (‘FRS 102’) and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Profit and Loss Account in these financial statements.
The Company has also taken advantage of the exemption to present a Statement of Cash Flows for the parent Company as it meets the definition of a qualifying entity under FRS 102.
The Company has also taken advantage of the exemptions allowed under FRS 102 not to disclose transactions and balances with its wholly owned subsidiary undertakings.
The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
A subsidiary undertaking is an entity controlled by the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where a subsidiary undertaking applies alternative accounting policies to that applied by the company, adjustments on application of the company's accounting policies are made to the financial statements of the subsidiary undertaking prior to consolidation.
The consolidated financial statements incorporate the results of business combinations (see note 2.3). The results of acquired operations are included in the Consolidated Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 25

LM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

2.3

Business combinations

Business combinations are accounted for by applying the purchase method.
The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.
On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill.
Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the fair values to the group’s interest in the identifiable net assets, liabilities and contingent liabilities acquired.
Goodwill is amortised over its expected useful life which is estimated to be ten years. Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the income statement. No reversals of impairment are recognised.

2.4

Going concern

∙an operating loss for the year of £16.2m (year ended 31 December 2022: loss of £13.1m);

∙net current liabilities of £130.2m (31 December 2022: £116.3m); and

∙net cash inflows from operating activities for the year of £6.8m (year ended 31 December 2022: £6.6m) as evidenced on page 23 in the Statement of Cashflows.

In order to meet its day to day working capital requirements the Group is reliant on the amount and the timing of cash receipts and payments, notably interest derived from related parties and ultimately the continued support of its controlling shareholder, Mr A Subaskaran.
The Group and its related parties form an operating model that ensures revenue and profits are economically allocated to the company which has earned them. As such, the Group has substantial trading transactions with other related party companies and there may be significant amounts due to or from those parties that are repayable on demand. The Group may be called upon to fund related parties however there is no obligation to do so.
Consequently, the operating model exposes each company to cash needs as well as operational risks of those affiliated and related companies. Within a number of those companies, there are net liabilities as well as net assets, elements of litigation with external parties and tax authority challenges and risks associated with local legal legislation interpretations. These factors could result in potential liabilities and a drain in cash resources across the operating model and the companies which are part of it.

Page 26

LM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

2.4

Going concern (continued)

Accordingly, the timing and amount of cash available to the Group to meet its liabilities as they fall due may be affected by the uncertain future working capital needs of those parties. Related party liabilities will be settled only when sufficient surplus working capital is available.
Operational cashflow forecasts for the Group and related party companies have been prepared on an aggregate basis for the period ending 31 December 2027. The forecast takes account of the market conditions and risk factors faced by all entities involved in the model. This aggregated forecast shows the group of affiliated and related companies, whom are all under the common control of Mr A Subaskaran, the ultimate controlling party of LM Holdco Limited, being profit generating and cash generating for 12 months after the financial statement have been approved and that the aggregated companies have the ability to meet future resourcing requirements and settle related party debts as they fall due, within this group. The operational cashflow forecasts are prepared on an annual basis by management and at the date of this report, the operational cashflow forecast is up to 31 December 2027. In the view of management, there is unlikely to be a material change for the 12 months after the approval of these financial statements.
The Directors have further mitigated any potential related party risk by receiving an undertaking from the owners of certain material related party creditor companies that liabilities will not be demanded and repaid by the Group for a period of at least twelve months from the date of signing these financial statements, unless sufficient surplus funds are available, or if doing so could jeopardise, in the opinion of the Group’s Directors, the Group’s ability to meet its debts as they fall due.
The Directors have additionally concluded, following a review of related party receivables, that whilst operational cash headroom would be significantly reduced in the event of difficulty collecting these balances, this would not itself jeopardise the going concern conclusion that that Directors have reached.
Based on their assessment of the Group’s financial position, the Directors consider that the Group is well placed to manage its business risks successfully and have a reasonable expectation that the Group will be able to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing these financial statements.

2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Page 27

LM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

2.5

Foreign currency translation (continued)

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Profit and Loss Account within 'administrative expenses'.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

2.6

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Mobile service revenue
This includes national and international airtime, data and roaming services provided to the end user. Airtime is invoiced to pre-pay customers at the time of top-up and to wholesalers at the time of voucher activation. Mobile service revenues are recognised only when the services are actually consumed by the end user. Revenue invoiced or received in advance of usage is deferred and released when consumed as services by the end users or when usage expires.
Deferred income
Deferred income for future usage of top-up payments is recognised as a liability on the Balance Sheet. The deferred income is released to the Profit and Loss Account upon usage by the end users or on expiry of unused balances of end users and then recorded as turnover.

2.7

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to the Profit and Loss Account on a straight-line basis over the lease term.

2.8

Interest income

Interest income is recognised in the Profit and Loss Account using the effective interest method.

2.9

Finance costs

Finance costs are charged to the Profit and Loss Account over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount.

Page 28

LM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

2.10

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in the Profit and Loss Account when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 29

LM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

2.12

Intangible fixed assets

Intangible fixed assets are initially recognised at cost. After recognition, under the cost model, intangible fixed assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible fixed assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Capitalised licences
Intangible fixed assets relate to capitalised licences, which are amortised at 10% on a straight-line basis on cost. Amortisation is charged to administrative expenses in the Profit and Loss Account.
Where factors, such as technological advancement or changes in market prices, indicate that residual value or useful life have changed, the residual value, useful life or amortisation rate are amended prospectively to reflect the new circumstances.
The assets are reviewed for impairment if the above factors indicate that the carrying amount may be impaired.

2.13

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives range as follows:

Plant and machinery	-	2	to 3 years
Motor vehicles	-	2	to 5 years
Fixtures and fittings	-	5	to 10 years
Computer equipment	-	2	to 4 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Profit and Loss Account.

2.14

Valuation of investments

Investments in subsidiaries
Investments in subsidiaries are measured at cost less accumulated impairment in the separate financial statements of the Parent Company.

Page 30

LM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

2.15

Stocks

SIM cards are used to generate future economic benefits through the subsequent sale and use of minutes by the Company's customers. SIM cards held by the Group are held at their purchase cost on a weighted average cost basis.
At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Profit and Loss Account.

2.16

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

2.18

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.19

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.

Increases in provisions are generally charged as an expense to the Profit and Loss Account.

2.20

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Page 31

LM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Impairment of debtors
The Company and the Group makes an estimate of the recoverable value of trade and other debtors on an annual basis. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the aging profile and historical experience.
Intangible and Tangible fixed assets
Intangible and tangible fixed assets are amortised/depreciated over their useful lives taking account residual values where appropriate. The actual lives of assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing the assets' lives, factors such as technological innovation, product life cycles and maintenance programmes are taking into account.
Implied interest attached to some loans
The Company and the Group applies a market rate of interest to loans provided to associates and related parties at rates less than market rate. The Group reviews available rates in the market-place for comparable loans, giving consideration to the risk, term and security offered for the loan, and applies this rate to discount the loans based upon the expected repayment.

	Mobile service revenue	13,913,327	11,118,508

Analysis of turnover by country of destination:

					2023	2022
					£	£

United Kingdom	15,343	65,392
Uganda	11,354,332	8,221,468
Rest of the world	2,543,652	2,831,648
	13,913,327	11,118,508

5.	Other operating income
		2023	2022
		£	£

	Other income	458,913	3,631

Page 32

LM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

	Exchange differences	585,655	(817,264)
	Other operating lease rentals	6,532,348	5,695,309

7.	Profit/(Losses) on investments and intercompany balances
		2023	2022
		£	£


Impairment of intercompany balances	1,617,278	(15,543,604)
Profit on disposal of subsidiaries	-	11,094,418
	1,617,278	(4,449,186)

	Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements	167,000	215,500
	Fees payable to the Company's auditors for non-audit services	47,500	50,000

Page 33

LM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

9.	Employees
	Staff costs were as follows:

Group	Group	Company	Company
2023	2022	2023	2022
£	£	£	£


Wages and salaries	1,381,341	1,531,261	-	-
Social security costs	286,886	288,738	-	-
Pension costs	83,872	79,553	-	-
	1,752,099	1,899,552	-	-

The average monthly number of employees, including the Director, during the year was as follows:

	2023	2022
	No.	No.

Employees	148	170

The Directors did not receive any remuneration during the year (2022: £nil).

10.	Interest receivable
		2023	2022
		£	£

	Other interest receivable	-	40,197
		-	40,197

11.	Interest payable and similar expenses
		2023	2022
		£	£

Other interest payable	1,639,957	1,502,010
Late payment interest payable	1,517	-
	1,641,474	1,502,010

Page 34

LM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

Corporation tax
Current tax on profits for the year	47,076	391,641

Total current tax	47,076	391,641

Loss on ordinary activities before tax

(16,174,660)

(19,036,554)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 - 19%)	(3,390,561)	(3,616,945)
Effects of:
Expenses not deductible for tax purposes	3,437,637	4,238,876
Utilisation of tax losses	-	(230,290)
Total tax charge for the year	47,076	391,641

Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 35

LM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

13.	Intangible fixed assets
	Group

		Licence
		£
	Cost
	At 1 January 2023	16,821,135
	Additions	1,655,498
	Foreign exchange movement	(831,229)
	At 31 December 2023	17,645,404
	Amortisation
	At 1 January 2023	3,589,664
	Charge for the year on owned assets	1,713,570
	Foreign exchange movement	(213,674)
	At 31 December 2023	5,089,560
	Net book value
	At 31 December 2023	12,555,844
	At 31 December 2022	13,231,471

The Company had no intangible fixed assets as at 31 December 2023 (2022: £nil).

Page 36

LM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

14.	Tangible fixed assets
	Group

	Plant and machinery	Computer equipment	Motor vehicles	Fixtures and fittings	Total
	£	£	£	£	£
Cost or valuation
At 1 January 2023	24,926,456	1,341,080	230,290	120,961	26,618,787
Additions	6,888,758	67,826	-	31,393	6,987,977
Disposals	(574,470)	-	-	-	(574,470)
Exchange adjustments	(1,235,082)	56,746	(33,121)	(1,794)	(1,213,251)
At 31 December 2023	30,005,662	1,465,652	197,169	150,560	31,819,043
Depreciation
At 1 January 2023	18,660,034	666,072	187,702	69,758	19,583,566
Charge for the year on owned assets	5,093,535	114,085	11,475	20,278	5,239,373
Disposals	(369,052)	-	-	-	(369,052)
Exchange adjustments	(1,032,706)	(30,503)	(30,343)	(2,947)	(1,096,499)
At 31 December 2023	22,351,811	749,654	168,834	87,089	23,357,388
Net book value
At 31 December 2023	7,653,851	715,998	28,335	63,471	8,461,655
At 31 December 2022	6,266,422	675,008	42,588	51,203	7,035,221

The Company had no tangible fixed assets as at 31 December 2023 (2022: £nil).

Page 37

LM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

15.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost
	At 1 January 2023	15,492,956
	Additions	56,607
	At 31 December 2023	15,549,563
	Impairment
	At 1 January 2023	2,792,400
	At 31 December 2023	2,792,400
	Net book value
	At 31 December 2023	12,757,163
	At 31 December 2022	12,700,556

Page 38

LM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Principal activity	Class of shares	Holding

Tunisia Services SARL†	(1)	Mobile virtual network operator	Ordinary	49.99%
Lycamobile Network Services Uganda Limited	(2)	Dormant	Ordinary	100%
Lycamobile LLC Skopje	(3)	Mobile virtual network operator	Ordinary	100%
Lycamobile Kenya Limited	(4)	Dormant	Ordinary	99.9%
Lycaflex SARL	(5)	Holding Company	Ordinary	100%
Lycamobile D.O.O , Serbia	(6)	Dormant	Ordinary	100%
Lycamobile South Africa (Pty) Limited	(7)	Mobile virtual network operator	Ordinary	70%
Vectone Mobile Sweden Limited	(8)	Mobile virtual network operator	Ordinary	100%
Lycamobile India Pvt. Limited†	(9)	Dormant	Ordinary	49%
Tangerine Limited*	(10)	Mobile network operator	Ordinary	100%
Lycamobile Ukraine LLC*	(11)	Mobile virtual network operator	Ordinary	100%
Mundio Mobile	(12)	Dormant	Ordinary	100%
Lycamoney Uganda Limited	(13)	Bank	Ordinary	99%
New Sinda Networks Limited	(14)	Holding company	Ordinary	100%
Lycamobile Centrafrique	(15)	Dormant	Ordinary	51%
Lycamobile Gabon SAS	(16)	Dormant	Ordinary	51%
Lyca Network Services Nigeria Limited	(17)	Dormant	Ordinary	51%
Lycamobile Pte Limited	(18)	Dormant	Ordinary	51%
Lycamobile Congo SAS	(19)	Dormant	Ordinary	51%
Lycamobile Senegal SARL	(20)	Dissolved	Ordinary	100%
Lycamobile (ME) Limited	(21)	Dormant	Ordinary	100%
Universal Skyline Distribution Limited	(22)	Dormant	Ordinary	70%
Sayo Mobile UK Limited	(23)	Dormant	Ordinary	100%
Lycamobile Nuansa Indonesia PT	(24)	Dormant	Ordinary	65%

Page 39

LM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

Subsidiary undertakings (continued)

The addresses of the registered offices for the subsidiaries are as follows:
(1) 6 Rue Platon, 2ème étage, Zone Industrielle Khaireddine, Le Kram 2015, Tunis, Tunisia.
(2) 4th Floor, DFCU Towers, Plot 26 Kyadondo Road, Nakasero, Uganda.
(3) Bul. Kuzman Josifovski - Pitu Br. 15, Skopje - Aerodrom, Macedonia.
(4) L.R. 209/18869, The Greenhouse, 1st Floor Suite 14, Ngong Road, P.O. Box 62550-00200 Nairobi,
Kenya.
(5) 25A Boulevard Royal, L-2449 Luxembourg.
(6) Imotska 1, Beograd - Voždovac, 11000, Serbia.
(7) Central Office Park No 4, 257 Jean Avenue, Centurion, Gauteng 0157, South Africa.
(8) 2nd Floor Walbrook Building, 195 Marsh Wall, London E14 9SG, United Kingdom.
(9) RR Tower II, No. 94, 1st Floor, T.V.K. Industrial Estate, Guindy, Chennai 600032, Republic of India.
(10) Plot No 77-79 Yusuf Lule Road, PO BOX 37136, Kampala, Uganda.
(11) Bogdana Khmelnitskogo Street 51-B, Office 32, Kyiv, 01030 Ukraine.
(12) Resavska 23, Vracar, 11000 Belgrade, Serbia.
(13) Plot No 77 Yusuf Lule Road, PO BOX 37136, Nakasero, Kampala, Uganda.
(14) 4th Floor, Ebene Skies, Rue de L’Institut, Ebene, Mauritius.
(15) Bangui.
(16) Ancienne Sobraga (en face de la clinique Union Médical), BP 20211, Libreville, Gabon.
(17) 6th Floor UBA House, 57 Marina, Lagos, Nigeria.
(18) 600 North Bridge Road, #23-01 Parkview Square, Singapore 188778.
(19) 55, Avenue Edith Lucie Bongo, Ondimba, Zone Industrielle Mpila, Brazzaville, République du Congo.
(20) Rue du Liban X Autoroute, Immeuble 8 Appartement 14, Dakar, Sénégal.
(21) 2nd Floor Walbrook Building, 195 Marsh Wall, London E14 9SG, United Kingdom.
(22) L.R No.209/18869, The Greenhouse, Suite 14, Ngong Road, Nairobi.
(23) 2nd Floor Walbrook Building, 195 Marsh Wall, London E14 9SG, United Kingdom.
(24) Menara Prima Building, 19th Floor, Unit G, Kawasan Mega Kuningan, J1. DR. Ide Anak Agung Gde
Agung, Blok 6.2, Kec. Kuningan Timur, Jakarta Selatan 12950, Indonesia.
Group holdings are unchanged from the comparative year.
*For the subsidiaries Tangerine Limited and Lycamobile Ukraine LLC, the ordinary shares are owned by other subsidiaries but overall control is held by LM Holdco Limited.
†For the subsidiaries Tunisia Services SARL and Lycamobile India Pvt. Limited, although the Company holds less than 50% of the shares, it exercises control over decision-making. As a result, the entity was treated as a subsidiary and included in the consolidation.
The Company is exempt from disclosing the aggregate share capital and reserves and profit and loss of the subsidiaries as the entities are consolidated by way of the equity method.

Page 40

LM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

Name
Lycamobile (ME) Limited	200	-
Universal Skyline Distribution Limited	469	-
Sayo Mobile UK Limited	200	-
Lycamobile Nuansa Indonesia PT	-	-
	-	-

Lycamobile (ME) Limited, Universal Skyline Distribution Limited, Sayo Mobile UK Limited and Lycamobile Nuansa Indonesia PT are dormant entities that have not traded since incorporation. They have not been consolidated on the basis the balances are not considered to materially impact the consolidated financial statements.

Page 41

LM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

16.	Stocks
		Group	Group
		2023	2022
		£	£

	Finished goods and goods for resale	207,227	213,450

The Company held no stock as at 31 December 2023 (2022: £nil).

17.

Debtors

Group	Group	Company	Company (as restated)
2023	2022	2023	2022
£	£	£	£

Due after more than one year
Amounts owed by group undertakings	-	-	66,651,714	58,735,789
Other debtors	395,954	407,172	-	-
	395,954	407,172	66,651,714	58,735,789
Due within one year
Trade debtors	2,014,291	1,758,377	-	-
Amounts owed by other participating interests	2,055,575	2,469,901	3,187,299	2,897,324
Other debtors	3,020,392	1,948,052	-	-
Prepayments and accrued income	538,115	2,417,461	-	-
Tax recoverable	734,032	-	-	-
Deferred taxation (see note 22)	173,302	185,694	-	-
	8,931,661	9,186,657	69,839,013	61,633,113

18.	Cash and cash equivalents
		Group	Group	Company	Company
		2023	2022	2023	2022
		£	£	£	£

	Cash at bank and in hand	903,930	2,941,689	7,625	4,729

Page 42

LM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

19.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2023	2022	2023	2022
		£	£	£	£

Trade creditors	10,342,329	4,168,960	-	2,780
Amounts owed to other participating interests	128,417,812	122,973,547	112,493,277	105,716,415
Corporation tax	430,224	385,548	430,224	385,548
Other taxation and social security	301,388	280,916	-	-
Other creditors	92,624	295,254	-	-
Accruals and deferred income	623,681	545,018	553,100	318,600
	140,208,058	128,649,243	113,476,601	106,423,343

20.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2023	2022	2023	2022
		£	£	£	£

Amounts owed to other participating interests	32,790	568,512	-	-
	32,790	568,512	-	-

Amounts included within creditors falling due after more than one year comprise related parties and are detailed in note 29.

Page 43

LM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

21.	Financial instruments
		Group	Group	Company	Company (as restated)
		2023	2022	2023	2022
		£	£	£	£

	Financial assets
	Financial assets measured at amortised cost	9,124,174	9,496,085	69,846,638	60,072,781

	Financial liabilities
	Financial liabilities measured at amortised cost	138,885,555	(128,344,031)	(112,493,277)	(106,037,795)

Financial assets measured at amortised cost comprise of cash at bank and in hand, trade debtors, other debtors, accrued income, security deposits and amounts owed by group undertakings and other participating interests.
Financial liabilities measured at amortised cost comprise of trade creditors, other creditors, accruals, other loans and amounts owed to group undertakings and other participating interests.

Page 44

LM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

22.	Deferred taxation
	Group

		2023
		£

	At beginning of year	170,870
	Foreign exchange movement	(11,875)
	At end of year	158,995

The Company had no deferred tax as at 31 December 2023 (2022: £nil).
The deferred tax balance is made up as follows:
	Group	Group
	2023	2022
	£	£

Accelerated capital allowances	68,773	73,691
Tax losses carried forward	90,480	96,951
Unrealised foreign exchange movements	(258)	228
	158,995	170,870

Comprising:
Asset	173,302	185,694
Liability	(14,307)	(14,824)
	158,995	170,870

Page 45

LM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

23.	Share capital
		2023	2022
		£	£

Authorised, allotted, called up and fully paid

200 Ordinary shares of £1.00 each	200	200

24.

Reserves

Foreign exchange reserve

The foreign exchange reserve relates solely in respect of the Group and is comprised of movements on foreign exchange arising from the translation of the financial statements of the Group's foreign subsidiaries into GBP.

Other reserves

Where shareholdings in existing subsidiaries have been increased, the difference between the amount by which the non-controlling interest is so adjusted and the fair value of the consideration paid has been recognised in equity as 'other reserves'.

Profit and loss account

The profit and loss account includes all current period retained profits/(losses) net of amounts distributed to the Company's equity shareholders and inclusive of movements on noncontrolling interests, where applicable.
Detailed movements for the Company and its consolidated Group in respect of the aforementioned reserves for the current financial reporting period are reported in the Company and consolidated statements of changes in equity respectively.

25.	Discontinued operations

In the prior year, LM Holdco Limited held indirect investment of 100% in Lycamobile Russia LLC. During February 2022, the UK government imposed sanctions on Russia due to the Russia-Ukraine war. In light of these sanctions, the management has decided to exit its operations in Russia. Towards the end of 2022, the government of the Russian Federation decided to imposed counter sanctions on foreign companies (including UK). As such, the management has reassessed the control of Lycamobile Russia LLC and determined the Group no longer had control of Lycamobile Russia LLC. Therefore, all balances were provided for, and the entity was deconsolidated.
There were no discontinued operations for the year ended 31 December 2023.

Page 46

LM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

26.	Prior year adjustment

During the prior year, the Company identified and corrected several matters relating to prior periods. These adjustments have been reflected in the opening balance of retained earnings and, where applicable, comparative figures have been restated in accordance with FRS 102 Section 10.

1. Impairment of Investments in Subsidiaries
An impairment assessment was performed on the Company’s investments in subsidiaries. It was determined that investments with a carrying amount of £1,433,355 required full impairment, as the subsidiaries had been dissolved. This adjustment has been recognised directly in retained earnings and the comparative figures have been restated accordingly.
2. Foreign Exchange Reserve
A prior period adjustment of £172,272 was made in respect of the foreign exchange reserve. This reserve had accumulated from exchange differences in previous years. Following a reassessment in 2022, it was concluded that the reserve was no longer required. The balance was transferred to retained earnings and comparative figures have been restated.
3. Write-off and Reinstatement of Loans
During the prior year, loans due to participating interests were written off. Management has subsequently reviewed the position and determined that loans of £1,565,601 remain payable. The reversal of the write-off has been recognised in retained earnings and comparative figures have been restated.

27.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £83,872 (2022: £79,553). Contributions totalling £82,092 (2022: £9,444) were payable to the fund at the balance sheet date and are included in creditors.

Page 47

LM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

28.	Commitments under operating leases
	At 31 December 2023 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2023	2022
		£	£

Due within one year	258,669	336,519
Due within one to five years	660,431	404,944
Due after five years	34,437	25,871
	953,537	767,334

The Company had no commitments under non-cancellable operating leases at 31 December 2023 or 2022.
The Company and the Group had no other off-balance sheet arrangements at 31 December 2023 or 2022.

Page 48

LM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

29.

Related party transactions

The Company has taken advantage of the exemptions provided by "Financial Reporting Standard 102" not to disclose transactions and balances with its wholly owned subsidiary undertakings.
LM Holdco Ltd (the "Company") and the Group is controlled by Mr A Subaskaran. Mr A Subaskaran owns 98% of the share capital of LM Holdco Ltd. Mr A Subaskaran controls numerous other entities with which the Company and its subsidiaries trades, buys services or exchanges funds (“the Group”).
The Company’s individual shareholders have similar interests in a range of related companies. As these companies are under common control, transactions between LM Holdco Limited and these companies are related party transactions. These transactions are set out below:
Universal Dist. Services South Africa (Pty) Ltd (UDS) has a shareholding of Jegatheesan Indraprakash (70%) and Thangam Jogianna (30%), of which Jegatheesan is a Director of other Lyca entities. UDS is also funded by LM Holdco Ltd with the funds recharged to Lycamobile South Africa (Pty) Ltd.
Similarly, Lycamobile Hong Kong Limited has a shareholding as follows - Deluxson Somanathbabujee (98%), Mohammed Malique (0.5%), Aiadurai Sivasamy Premananthan (0.5%) and Christopher Tooley (1%) of which Aiadurai Sivasamy Premananthan is a Director of LM Holdco Limited.
Mrs P Subaskaran is an ultimate beneficiary of Samra Trust incorporated in Jersey which owns Salinasco Holdings Limited incorporated in Cyprus. Salinasco Holdings Limited owns 98% issued share capital of Lyca Investments Sarl and 98.5% issued share capital of Lycamobile Ltd.
Lycamobile Ltd owns 100% issued share capital of Lycamobile Sweden Ltd.
Mr A Subaskaran owns 98% of the issued share capital of Lycamobile UK Limited and Lycamobile Europe Limited.
Mr V Choudary is a Director of Tangerine Limited and New Sinda Networks Limited, which are entities included within the Group.
Albena, and Ceuta Trust incorporated in Cyprus owns Agadirco Holdings Limited (incorporated in Cyprus) and Catalinaco Holdings Limited (incorporated in Cyprus). Agadirco Holdings Limited owns 49.25% of the issued share capital of Pettigo Comercio Internacional Lda (a company registered in Portugal - formerly known as Hastings Trading E Servicos Lda) and Catalinaco Holdings Limited owns 49.25% of the issued share capital of Pettigo Comércio Internacional Lda.
Pettigo Commercio Internacional, Lda owns 99.9% of the issued share capital of Lycatel Business Outsourcing Solutions Pvt Limited (a company registered in India).
Also, Pettigo Comércio Internacional, Lda owns 100% issued share capital of Proton Global Investments Limited (a company registered in the UAE) which holds 60% of the ordinary share capital of Plintron Holding Pte Limited (a company registered in Singapore). Mr M Sundaram owns 26% and Ms S Radhakrishnan owns 14% of ordinary share capital of Plintron Holdings Pte Limited.
Mr M Sundaram owns 51% of the issued share capital of Lyca Telecom Pvt Limited (a company registered in India).
Mr A Subaskaran owns 61% of the issued share capital of Lycatech Services Pvt Limited (formerly known as Plintron Technologies Pvt Limited, a company registered in India).
Mr A Subaskaran owns 98.37% of the share capital of WWW Holding Company Limited, which in turn holds 100% of the share capital of Lycatel Services Limited, Lycatelcom LDA and Lycatel Ireland Limited.

Page 49

LM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

29.Related party transactions (continued)



		2023	2022
		£	£

Amounts due to/(owed by) the Group in less than one year
Lycamobile UK Ltd	1,649,821	2,094,392
Lycatel Services Ltd	(129,307)	(158,876)
Lycatelcom LDA	(123,351,940)	(117,821,374)
Lycamobile Europe Ltd	369,507	351,096
Lycatel Ireland Ltd	(1,429,462)	(1,448,481)
Universal Marketing Services SARL	(3,275,797)	-
Universal Distribution Services South Africa (Pty)	(82,095)	(70,195)
Lycamobile Sweden Ltd	(3,197)	(3,253)
Universal Marketing Services Uganda Ltd	(109,011)	(3,442,022)
Lycamobile Ltd	(1,391)	(1,391)
Lyca Investments SARL	8,846	4,434
Lycatech Services Pvt Ltd	(8,116)	(7,877)
Plintron Services Ltd	(95)	(99)
	(126,362,237)	(120,503,646)

					2023	2022
					£	£

Amounts due to/(owed by) the Group in more than one year
Lycatel Business Outsourcing Solutions Pvt Ltd	(20,826)	(21,579)
Lyca Telecom Pvt Ltd	(11,964)	(12,396)
Vinaya Choudary	-	(534,537)
	(32,790)	(568,512)

Page 50

LM HOLDCO LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

30.	Post balance sheet events

Subsequent to the reporting date, LM Holdco Ltd completed the sale of a significant component of its operations, Lycamobile Skopje on 15 August 2024. While this is expected to temporarily impact the Group’s future cash in-flows, this is not anticipated to have a long-term impact on the financial performance of the group due to increased operations in other locations.
The Group has measured the financial effect of the sale reliably, and the financial statements for the year ended 31 December 2023 have not been adjusted to reflect this transaction as it occurred after the reporting date.

31.	Controlling party

The ultimate controlling party is Mr A Subaskaran.

Page 51