REGISTERED NUMBER: 12130247 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 31 March 2025

for

Stellium Holdings Limited

Page

Company Information

1

Report of the Directors

2

Balance Sheet

5

Notes to the Financial Statements

6

DIRECTORS:

N Meaney

A Boninsegna

S Giulietti

REGISTERED OFFICE:

3rd Floor

26-28 Mount Row

London

W1K 3SQ

REGISTERED NUMBER:

12130247 (England and Wales)

AUDITORS:

BDO LLP

2 Atlantic Square

31 York Street

Glasgow

G2 8NJ

The directors present their report with the financial statements of the company for the year ended 31 March 2025.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of holding company for datacenter and network operating companies.

REVIEW OF BUSINESS

Stellium Holdings Limited (SHL) is the parent for subsidiaries Stellium Datacenters Limited (SDL), Stellium Networks Limited (SNL) and Stellium Properties Limited (together with the company, "Stellium").

The company was incorporated in July 2019. The company was established as the holding company to fund and support the development and operation of Stellium's datacentre and network operations. SDL operates a modern datacentre facility in Newcastle upon Tyne.

There are two fully deployed cable landing stations ("CLS") in Stellium's datacentre. The first CLS deployment was for Aqua Comms North Sea Connect fibre cable, which connects the United Kingdom to Denmark. Aqua Comms North Sea Connect cable is part of a broader subsea fibre telecommunications infrastructure ring that provides resilient connectivity between the United Kingdom, Northern Europe, Ireland and the United States. The second is for NO-UK, whose sole UK landing station is in Stellium's datacentre providing high-speed telecommunications infrastructure between the United Kingdom and Norway. Both cables systems are fully operational since March 2022. As the sole UK CLS for both cables, Stellium is uniquely positioned to provide its customers with state-of-the-art international low-latency connectivity.

Stellium also hosts the NCL-IX Internet Exchange, which has continued to grow the number of national and international telecommunications operators with live points of presence (POPs) in Stellium's datacentre. Having a POP in Stellium allows each of these telecoms operators to deploy low-latency, low-cost peering connectivity in Stelliums NCL-IX. This is turn enables Stellium to offer its co-location clients a choice of high-speed national and international connectivity through its growing network of onsite telecoms partners. It also enables low cost solutions for AI/HPC clients seeking to exchange significant volumes of data.

The financial year ending the 31 March 2025 has been a year in which Stellium has continued to develop its infrastructure and achieve its operational goals. During the year Stellium has experienced significant growth in pipeline activity, including a notable shift towards Artificial Intelligence / High Performance Computing opportunities. This is characterised by significantly larger power requirements and increased power density per rack. During the financial year, the company has also developed significant opportunities within the Public sector, which has translated to the closing of strategic long-term contracts post year end.

Following Stellium's formal recognition as an OCP Ready™ facility by the Open Compute Project ("OCP") Foundation in 2024, Stellium launched the UK's first OCP Experience Centre in January 2025 with a focus on liquid/immersion cooling, aligning the campus with the high-density rack profiles of AI/GPU estates.

In September 2025, the UK Government's Department for Science, Innovation and Technology announced the creation of the UK's second AI Growth Zone covering the area around Blyth and Cobalt Park. Stellium's Newcastle campus in Cobalt Park sits in the heart of this AI Growth Zone with its two cable landing stations directly tying the campus and AI zone to Ireland, trans-Atlantic and Nordic subsea cables. Surging AI demand, plus UK policy shifts that fast-track planning and prioritise power for data centres, will create a strong runway for expansion and public-sector workloads at Stellium.

In June 2025, Stellium acquired Digital 9 Seaedge Ltd, which holds the 125 year lease hold for Stellium's Newcastle campus, securing significantly long-term tenure for the business.

Stellium has a direct sales force and also sells its colocation services via a select number of value-adding channel/reseller partners. The past year has seen Stellium continue to grow its direct sales team and sign multiple new co-location client contracts and POP contracts.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2024 to the date of this report.

N Meaney

A Boninsegna

S Giulietti

DIRECTORS’ CONSIDERATION OF GOING CONCERN

The group has a simple operating model and largely recurring revenues. It is financed solely by its shareholders via

equity and loan notes. The directors have therefore considered going concern on a group basis. The Senior Loan Notes and Junior Loan Notes do not have cash interest expense and automatically convert to equity securities upon their maturity date which has been extended to 28th December 2028. The company has no other debt securities and no cash interest expense.

The group has completed a range of forecasts including stress testing to assess the impact of the cost of living crisis and variable sales forecasts on liquidity and ability to continue as a going concern which show the company can continue for a period of at least 12 months. The company has obtained allocated funding from its major investors. The allocated funds are for use generally but primarily to assist with capital investment if required. The directors are satisfied that the major investor has the allocated funding to provide funds as required. The company has therefore supported its subsidiaries on this basis.

The directors have assessed the credit risk of its customers and consider them in good financial health.

Based on the above, the directors are confident that the actions and strategies in place will result in the company and the group being able to mitigate business threats as they arise. The directors consider that the cost-of-living crisis and sales forecast unknowns do not at present represent material uncertainty to the company and the group's ability to continue as a going concern for at least the next 12 months from the date of approval of the statutory financial statements.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and accounting estimates that are reasonable and prudent and;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, BDO LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

N Meaney - Director

19 December 2025

FIXED ASSETS

Investments

5

4,050,906

4,050,906

CURRENT ASSETS

Debtors

6

24,124,897

23,754,166

Cash at bank

1,063

681,556

24,125,960

24,435,722

CREDITORS

Amounts falling due within one year

7

789,576

626,732

NET CURRENT ASSETS

23,336,384

23,808,990

TOTAL ASSETS LESS CURRENT LIABILITIES

27,387,290

27,859,896

CREDITORS

Amounts falling due after more than one year

8

76,615,954

63,783,492

NET LIABILITIES

(49,228,664

)

(35,923,596

)

CAPITAL AND RESERVES

Called up share capital

10

10

10

Retained earnings

(49,228,674

)

(35,923,606

)

SHAREHOLDERS' FUNDS

(49,228,664

)

(35,923,596

)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 19 December 2025 and were signed on its behalf by:

N Meaney - Director

A Boninsegna - Director

1.	STATUTORY INFORMATION

Stellium Holdings Limited is a private company, limited by shares, registered in England and Wales under the Companies Act 2006. The company's registered number and registered office address can be found on the Company Information page.

The principal activities are outlined in the directors' report.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	STATEMENT OF COMPLIANCE

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

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

These financial statements are prepared in accordance with FRS 102 Section 1A small entities, The Financial Reporting Standard applicable in the UK and Republic of Ireland.

Monetary amounts in these financial statements are rounded to the nearest £.

The principal accounting policies adopted are set out below.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Significant judgements and estimates

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

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

At each balance sheet date, the company reviews the carrying amount of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of the asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Management have considered several variables including capex spend, sales and cost forecasts, growth rate (3% in line with contracts) and WACC to confirm their expectation that there is no impairment of investments/intercompany loans. If the WACC were to increase by 0.5% then there would be an impairment of investments/intercompany loans by £3.7M.

Going concern basis

The group has a simple operating model and largely recurring revenues. It is financed solely by its shareholders via equity and loan notes. The directors have therefore considered going concern on a group basis. The Senior Loan Notes and Junior Loan Notes do not have cash interest expense and automatically convert to equity securities upon their maturity date which has been extended to 28th December 2028. The company has no other debt securities and no cash interest expense.

The group has completed a range of forecasts including stress testing to assess the impact of the cost of living crisis and variable sales forecasts on liquidity and ability to continue as a going concern which show the company can continue for a period of at least 12 months. The company has obtained allocated funding from its major investors. The allocated funds are for use generally but primarily to assist with capital investment if required. The directors are satisfied that the major investor has the allocated funding to provide funds as required. The company has therefore supported its subsidiaries on this basis.

The directors have assessed the credit risk of its customers and consider them in good financial health.

Based on the above, the directors are confident that the actions and strategies in place will result in the company and the group being able to mitigate business threats as they arise. The directors consider that the cost-of-living crisis and sales forecast unknowns do not at present represent material uncertainty to the company and the group's ability to continue as a going concern for at least the next 12 months from the date of approval of the statutory financial statements.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Cash and cash equivalents

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

Financial instruments

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

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforcible right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the net asset and settle the liability simultaneously.

Basic financial assets

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

Other financial assets

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

Impairment of financial assets

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

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

Derecognition of financial assets

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

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

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

Derecognition of financial liabilities

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

Equity instruments

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

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets. The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received. Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits

Provisions

A provision is recognised in the balance sheet when the company has a constructive or legal obligation as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at the current time value of money.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 3 (2024 - 3 ) .

5.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 April 2024

and 31 March 2025

4,050,906

NET BOOK VALUE

At 31 March 2025

4,050,906

At 31 March 2024

4,050,906

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

Stellium Datacenters Limited

Registered office: United Kingdom

Nature of business: Datacenter operator

%

Class of shares:

holding

Ordinary A

100.00

Ordinary B

100.00

31.3.25

31.3.24

£

£

Aggregate capital and reserves

(23,515,163

)

(19,394,812

)

Loss for the year

(4,120,351

)

(3,676,104

)

Stellium Networks Limited

Registered office: United Kingdom

Nature of business: Network Operator

%

Class of shares:

holding

Ordinary

100.00

31.3.25

31.3.24

£

£

Aggregate capital and reserves

(539,429

)

(491,126

)

Loss for the year

(48,302

)

(107,856

)

Stellium Properties Limited

Registered office: United Kingdom

Nature of business: Dormant

%

Class of shares:

holding

Ordinary

100.00

31.3.25

31.3.24

£

£

Aggregate capital and reserves

1

1

The investment reflects direct acquisition costs incurred of £510,206 and the assumption of debt following the acquisition of the above subsidiaries during October 2019.

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.25

31.3.24

£

£

Amounts owed by group undertakings

23,612,445

23,272,311

Other debtors

480,000

480,000

VAT

7,452

1,855

Prepayments

25,000

-

24,124,897

23,754,166

The amounts owed by group undertakings are repayable on demand but the directors do not anticipate needing to demand any repayment within the next 12 months.

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.25

31.3.24

£

£

Trade creditors

18,072

14,256

Amounts owed to group undertakings

1

1

Amounts owed to participating interests

30,000

-

Accruals and deferred income

741,503

612,475

789,576

626,732

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.3.25

31.3.24

£

£

Senior loan note

29,989,747

29,928,319

Junior loan note

3,040,500

3,040,500

Accruals and deferred income

43,585,707

30,814,673

76,615,954

63,783,492

Amounts falling due in more than five years:

Repayable otherwise than by instalments

Senior loan note

29,989,747

29,928,319

Junior loan note

3,040,500

3,040,500

33,030,247

32,968,819

9.	SECURED DEBTS

The following secured debts are included within creditors:

31.3.25

31.3.24

£

£

Senior loan note

30,000,000

30,000,000

The secured guaranteed convertible Senior loan notes are fully secured by a fixed and floating charge on the parent company and subsidiary companies assets. The loan notes carry interest at a minimum IRR of 20% and convert to equity on 28th December 2028, as extended following the year end date. Once converted, the equity securities are entitled to a minimum IRR which is being treated as interest. The interest expense is non-cash and is calculated on a compound basis as determined by the directors on review of the loan documentation.

The unsecured convertible Junior loan notes carry interest at a minimum IRR of 20% and convert to equity on 28th December 2028, as extended following the year end date, the equity securities are entitled to a minimum IRR which is being treated as interest. The interest expense is non-cash and is calculated on a compound basis as determined by the directors on review of the loan documentation.

The company has no cash interest expense.

The associated expenditure incurred on the raising of the senior loan funding has been deducted from the senior loan notes and is being amortised over the period up to date of repayment of the loan.

Analysis of carrying value of Senior loan note

2025

2024

£

£

Balance at start of year

30,000,000

30,000,000

Balance at end of year

30,000,000

30,000,000

Unamortised expenditure carried forward

(71,681

(133,109

)

Amortisation of expenditure

61,428

61,428

Unamortised expenditure carried forward

(10,253

(71,681

)

Senior loan note carrying value at year end date

29,989,747

29,928,319

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.3.25

31.3.24

value:

£

£

620

A Ordinary Shares

1p

6

6

380

B Ordinary Shares

1p

4

4

10

10

The A Ordinary shares and B Ordinary shares carry the different rights and privileges as set out in the Shareholders' Agreement.

The Senior loan notes and Junior loan notes do not have cash interest expense and automatically convert to equity securities upon their maturity date of 28th December 2028, as extended following the year end date but are categorised as debt due to the classification requirements of accounting standards.

11.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

12.	CONTINGENT LIABILITIES

The company has pledged security to Apex Group Hold Co (UK) Limited acting as agent for the Senior Loan Note holders, Apex Group Nominees 1 (UK) Limited in relation to all the company's assets and property. The company has also entered into cross guarantees with its parent company and fellow subsidiary companies and at the balance sheet date the maximum liability of these guarantees amounted to £30,000,000 plus accrued interest of £38,365,223 (2024 £30,000,000 plus accrued interest of £26,971,019).

13.	RELATED PARTY DISCLOSURES

Coney Capital Limited

A company in which director Mr N Meaney has a shareholding interest. In October 2019 Coney Capital Limited was issued Junior Loan notes but these were not fully settled and at the year end date the amount due from Coney Capital Limited in relation to these amounted to £480,000 (2024 £480,000). The amount outstanding by the company in relation to unsettled management charges at the year end date amounted to £480,000 (2024 £480,000).

Cobalt Data Centres Limited

A company in which B Ordinary shareholders, Mr P J Pulford and Mr G N Marsden have an indirect shareholding interest.

CUOS Limited

A company in which B Ordinary shareholders, Mr P J Pulford and Mr G N Marsden have an indirect shareholding interest provided management services to the company. Fees amounted to £100,000 (2024 £100,000) and the amount outstanding by the company at the year end date amounted to £30,000 (2024 £30,000).

Apex Group Hold Co (UK) Limited and Apex Group Fiduciary Services (UK) Limited

Apex Group Hold Co (UK) Limited and Apex Group Fiduciary Services (UK) Limited, are related parties of Apex Group Secretaries (UK) Limited and the companies provided secretarial and corporate trustee services to the company. Fees amounted to £4,171 (2024 £23,760), and the amount outstanding at the year end date amounted to £3,960 (2024 £14,256) included in trade creditors.

Senior and Junior loan notes

Senior and Junior loan notes have been provided by related parties and details of the applicable loan note interest is detailed in note 10. At the year end the amounts outstanding were as follows; Senior loan notes issued to Apex Group Nominees 1 (UK) Limited of £30,000,000 (2024 £30,000,000) and Junior loan notes issued to Cobalt Data Centres Limited of £2,560,500 (2024 £2,560,500) and Coney Capital Limited of £480,000 (2024 £480,000).

14.	POST BALANCE SHEET EVENTS

Following the year end date subsidiary company, Stellium Datacenters Limited issued new Preference shares in an amount of £12,500,000 to provide additional working capital and funding to assist in the purchase of Digital 9 Seaedge Limited, the owner of the long lease of the data centre at Cobalt Business Park.

On 9th June 2025, the B Ordinary shares shares held by Mr P J Pulford and Mr G N Marsden and the Junior loan notes held by the company they control, Cobalt Data Centres Limited were acquired by Stellium Investments LP.

In December 2025, the company and the Senior Loan Noteholder and Junior Loan Noteholder agreed an extension to the existing loan note agreements. The loan notes repayment date has been amended from 31st May 2026 to 28th December 2028. All other terms of the loan note agreements are unchanged.

15.	ULTIMATE CONTROLLING PARTY

The controlling party is Apex Group Nominees 1 (UK) Limited acting as trustee on behalf of the ultimate controlling parties Tiger Infrastructure Associates GP II and Tiger Infrastructure Associates GP II (Europe) as general partners of their affiliated funds.