The directors present the strategic report for the period ended 31 March 2025.

The board believes it has established a strategy and business model that promotes long-term value for shareholders.

The group's strategy is to deploy and operate a FTTP or "full fibre" network in buildings and geographic areas in and around the M25 with a high customer acquisition potential.

F & W Network Limited broadband is already available at selected sites in UK towns & cities. The group's goal is to continue to grow its customer base by providing exceptional customer service and competitive product offerings whilst extending its national fibre network footprint to homes and businesses.

The group uses both internal resources and outsource suppliers to build its fibre network.

The group continued to grow its full fibre network, turnover and customer base compared with the previous twelve-month period. This growth was driven by both the continued increase in homes passed during the period as well as an increase in penetration of the existing network footprint.

Total homes passed reached 413,000 at 31 March 2025 as the group continued to increase its network build.

During the period ended 31 March 2025, the group benefited from an additional £10.5m of equity investment from its shareholders.

Financial Review

The results for the period represent a six month period to 31 March 2025, whereas the figures for the comparative figure represent a 13 month period to 30 September 2024.

Turnover for the period was £3.41m (2024: £3.82m), a decrease of only £0.41m given the shorter period. This represents both an increase in revenue from subscribers in new homes passed as well as a significant increase in penetration in the existing network. The primary driver of the revenue increase over an equivalent period was from the increase in subscribers compared to 2024. Gross profit for the period was £3.33m (2024: £3.73m).

Administrative expenses increased with the shortening of the accounting period.

The operating loss decreased by £9.1m in the period to £7.2m from £16.2m in 2024, which is in line with the shareholders' expectations at this stage of the business.

The group continued to grow its network and has continued its investment in growing its homes passed footprint. The total investment cost in its fibre network at 31 March 2025 was at £107.7m (2024: £101.9m). The group is well positioned to continue the expansion of the network into new sites within existing cities as well as expanding into new geographic areas in the UK. The rate of expansion has reduced significantly in the period with the focus being on advertising and promotions to increase market penetration.

The Group's key financial performance indicators are set out below:

EBITDA represents the operating loss for the period adding back depreciation and amortisation.

Capital investment is made up of the additions in tangible fixed assets for the group and subject to depreciation in line with accounting policies disclosed in note 1.7.

Total homes passed is defined as every unique individual Unique Property Reference Number (UPRNs) that discloses every addressable location within the network footprint. UPRN identifiers have an equivalent national grid reference from the Ordnance Survey, but grid references contain multiple UPRN identifiers, for example, a block of flats has one grid reference, but UPRN identifiers for each flat, so this is a more accurate measure of the footprint size.

The group operates a centralised treasury function which is responsible for managing the liquidity and interest risks associated with the group's activities

Interest rate risk

The group finances its operations through bank borrowings and cash resources. The group is exposed to fair value interest rate risk on its variable rate borrowings and cash flow interest rate risk on floating rate deposits, bank overdrafts and loans. Full details are disclosed in note 16 to the financial statements in relation to the interest rates.

Management plan to ensure that there is adequate headroom should there be an increase in base rates in order to comply with covenants throughout the term of the bank loan.

Liquidity risk

The group's objective is to maintain a balance between continuity of funding and flexibility through the use of borrowings with a range of maturities. The group seeks to control financial risk by managing its cash and borrowing requirements centrally to maximise interest income and minimise interest expenses, whilst ensuring that it has sufficient liquid resources to meet its foreseeable operating needs. In this way the group invests its cash assets safely. The group finances its operations primarily through a combination of equity funding and bank and other borrowings as required.

Price risk

The directors consider that the group's exposure to changing market prices on the values of financial instruments does not have a significant impact on the carrying value of financial assets and liabilities. As such, no specific policies are applied currently, although the directors will continue to monitor the level of price risk and manage its exposure should the need occur.

On behalf of the board

The directors present their annual report and financial statements for the period ended 31 March 2025.

The group shortened its accounting reference date to 31 March 2025 so that it now aligns with the wider group. The figures for the current year represent a 6 month period compared to the comparatives which cover a 13 month period to 30 September 2024.

The principal activity of the group continued to be that of of wired and wireless telecommunications activities.

The results for the period are set out on page 11.

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

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

The auditor, Gerald Edelman LLP, is deemed reappointed under section 487(2) of the Companies Act 2006.

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

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

• 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 and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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

Having reviewed the company and group's financial position, additional equity funding secured post period-end, renewal of the bank loan secured post period-end and anticipated future results and cash flows against the group's business plan, the directors have a reasonable expectation that the company and group has adequate resources to continue in operational existence for the foreseeable future. Thus the going concern basis has been adopted in preparing the financial statements for the period ended 31 March 2025.

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

We have audited the financial statements of F & W Networks Ltd (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 March 2025 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 March 2025 and of the group's loss for the period then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the strategic and directors' reports other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the strategic and directors' reports. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

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

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

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

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

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

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

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

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group and 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 parent company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance 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.

Our audit procedures were primarily directed towards testing the accounting systems in operation upon which we have based our assessment of the financial statements for the period ended 31 March 2025.

We planned our audit so that we have a reasonable expectation of detecting material misstatements in the financial statements resulting from irregularities, fraud or non-compliance with law or regulations.

The extent to which the audit was considered capable of detecting irregularities including fraud

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

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

• Enquiring of management of whether they are aware of any non-compliance with laws and regulations.

• Enquiring of management whether they have knowledge of any actual, suspected or alleged fraud.

• Enquiring of management their internal controls established to mitigate risk related to fraud or non-compliance with laws and regulations.

• Discussions amongst the engagement team on how and where fraud might occur in the financial statements and any potential indicators of fraud. As part of this discussion, we identified potential for fraud in posting of unusual journals.

• Obtaining understanding of the legal and regulatory framework the company operates in focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations. The key laws and regulations we considered in this context included UK Companies Act, tax legislation, employment law, Health and Safety, Data Protection Act, Communications Act, Competition Act, Consumer Rights Act, Anti-Bribery Act and Money Laundering Act.

Audit response to risks identified

Fraud due to management override

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

• Performed analytical procedures to identify any unusual or unexpected relationships.

• Audited the risk of management override of controls, including through testing journal entries for appropriateness.

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

• Investigated the rationale behind significant or unusual transactions.

Irregularities and non-compliance with laws and regulations

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but are not limited to:

• Agreeing financial statements disclosures to underlying supporting documentation.

• Enquiring of management as to actual and potential litigation claims.

• Reviewing legal and professional fees for indications of non-compliance with laws and regulations.

The test nature and other inherent limitations of an audit, together with the inherent limitations of any accounting and internal control system, mean that there is an unavoidable risk that even some material misstatements in respect of irregularities may remain undiscovered even though the audit is properly planned and performed in accordance with ISAs (UK). Furthermore, the more removed that laws and regulations are from financial transactions, the less likely that we would become aware of non-compliance. Our examination should therefore not be relied upon to disclose all such material misstatements or frauds, errors or instances of non-compliance that might exist. The responsibility for safeguarding the assets of the company and for the prevention and detection of fraud, error and non-compliance with law or regulations rests with the directors.

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

Use of our report

This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

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

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year £2,532,303 (2024: - £6,063,066 loss).

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

F & W Networks Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, WA14 2DT. The trading address is 25 Wilton Road, Victoria, London, SW1V 1LW.

The group consists of F & W Networks Ltd and its subsidiary undertaking.

The reporting period covers the six month ended 31 March 2025, with comparatives presented for the thirteen month period from 1 September 2023 to 30 September 2024.

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

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in the primary statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

• Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

• Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.

The consolidated group financial statements consist of the financial statements of the parent company F & W Networks Ltd together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

All financial statements are made up to 31 March 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Having reviewed the company and group's financial position, additional equity funding secured post period-end, renewal of the bank loan secured post period-end and anticipated future results and cash flows against the group's business plan, the directors have a reasonable expectation that the company and group has adequate resources to continue in operational existence for the foreseeable future. Thus the going concern basis has been adopted in preparing the financial statements for the period ended 31 March 2025.

Turnover is attributable to the sale of high speed internet broadband and the installation of the infrastructure related to that provision. Turnover is recognised net of sales tax and discounts when the amount of turnover can be reliably measured.

Installation fees are recognised on acceptance of each contract.

Turnover from internet and broadband services provided to residential customers are recognised on a monthly basis commencing when the services are provided.

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

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

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

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

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

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

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the profit and loss account.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

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

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

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

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

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

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

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

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

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 group after deducting all of its liabilities.

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

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

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

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

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

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

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

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

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

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in the profit and loss account.

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

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

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

The annual depreciation charge for tangible fixed assets is sensitive to changes in the estimated useful economic lives, residual values of assets, and the timing when the Company assesses that the assets are available to use. In the case of network assets, this involves making estimates and judgements with regards to the assets as a whole at a network level irrespective of revenue generation from any component of the network. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates and the physical condition of the assets.

All turnover is derived in the United Kingdom.

Included under administrative expenses are amortised funding fees of £93,750 (2024:  £551,415) related to the loans.

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

Their aggregate remuneration comprised:

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

The group has tax losses carried forward of approximately £142.2m (2024: £129.8m) to utilise against future profits. No deferred tax asset has been recognised on these losses due to the uncertainty of when they will be utilised.

Details of the company's subsidiaries at 31 March 2025 are as follows:

Amounts owed by group undertakings are interest free and repayable on demand.

On 16 June 2022, the group arranged a 2.5-year, £25,000,000 million bank loan facility bearing a margin of 4.5% + the 'Cumulative Compounded RFR Rate' based on the SONIA rate. Interest is payable quarterly and the principal sum is repayable at the end of the loan term. The full loan balance was repayable on 16 December 2024, this was renewed post period-end to 16 December 2028.

Santander UK Plc have a fixed and floating charge over the assets of the group.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

On 11 February 2025, 2,751,881 B Ordinary shares of £1 each were issued and paid for cash at a premium of £2.50

Ordinary shares and Ordinary B shares have full voting and dividend rights. Additionally the Ordinary B shares have anti-dilution provisions in the event of a down-round.

Other reserves disclosed within Capital and Reserves of the Balance Sheet is Deferred Equity.

The Group received £3.7m (2024: £nil) in respect of a subscription for new ordinary shares under an agreement dated 16 December 2024. Under the terms of the agreement, the Group is obliged to issue the related equity instrument upon satisfaction of the administrative requirements required for allotment.

The group has no obligation to deliver cash or another financial asset to the subscribers. Consistent with FRS 102 Section 22 (Liabilities and Equity), the subscription proceeds have therefore been classified within equity. The balance is present as a separate line with equity as Deferred Equity until the allotment of the ordinary shares at which point it will be reclassified to Share Capital and Share premium.

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

On 17 April 2025, an agreement was reached with Santander to renew the £25m the banking facility until December 2028.

On 28 July 2025, 251,200 B Ordinary shares of £1 each were issued and paid for cash at a premium of £2.50.

On 26 August 2025, 3,117,928 B Ordinary shares of £1 each were issued and paid for cash at a premium of £2.50.

The group has taken advantage of the exemption available in FRS 102 section 33.1A, whereby it has not disclosed transactions with the parent company or any wholly owned subsidiary undertaking of the group.

During the period, management fees amounting to £271,745 (2024: £588,781) were charged by a company for services provided. F Martinez Sanchez and C Bock Montero are directors and shareholders in that entity. At the period end the company was owed £1,494,585 (2024: £1,222,839) by the group.

During the period, fees amounting to £497,494 (2024: £1,207,049) were paid to companies in which C Bock Montero is a shareholder. At the period end this company was owed £11,124 (2024: £257,495) by the group.

The company’s immediate parent company is Foresight Fibre Holdco Limited, a company incorporated in England and Wales. The ultimate parent undertaking is Averon Park Limited, a company incorporated in England and Wales.

In the opinion of the directors, there is no one single ultimate controlling party.