Company registration number 13094912 (England and Wales)
VONEUS INVESTMENT HOLDINGS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
PAGES FOR FILING WITH REGISTRAR
VONEUS INVESTMENT HOLDINGS LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
2
Notes to the financial statements
3 - 8
VONEUS INVESTMENT HOLDINGS LIMITED
BALANCE SHEET
AS AT
31 MARCH 2025
31 March 2025
- 1 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
-
0
-
0
Investments
4
146,014,879
114,618,223
Current assets
Debtors
5
93,502
111,159
Cash at bank and in hand
132,556
100
226,058
111,259
Creditors: amounts falling due within one year
6
(232,298)
(221,668)
Net current liabilities
(6,240)
(110,409)
Net assets
146,008,639
114,507,814
Capital and reserves
Called up share capital
7
140,326,493
111,201,237
Share premium account
5,987,386
3,416,986
Profit and loss reserves
(305,240)
(110,409)
Total equity
146,008,639
114,507,814

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

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

The financial statements were approved by the board of directors and authorised for issue on 10 February 2026 and are signed on its behalf by:
O Bradley
Director
Company registration number 13094912 (England and Wales)
VONEUS INVESTMENT HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025
- 2 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 April 2023
87,196,893
3,416,986
-
0
90,613,879
Year ended 31 March 2024:
Loss and total comprehensive income
-
-
(110,409)
(110,409)
Issue of share capital
7
24,004,344
-
0
-
24,004,344
Balance at 31 March 2024
111,201,237
3,416,986
(110,409)
114,507,814
Year ended 31 March 2025:
Loss and total comprehensive income
-
-
(194,831)
(194,831)
Issue of share capital
7
29,125,256
2,570,400
-
31,695,656
Balance at 31 March 2025
140,326,493
5,987,386
(305,240)
146,008,639
VONEUS INVESTMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
- 3 -
1
Accounting policies
Company information

Voneus Investment Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 18 Riversway Business Village, Navigation Way, Ashton-On-Ribble, Preston, PR2 2YP. The principal activity of the company is that of an investment holding company.

1.1
Basis of preparation

These financial statements were prepared in accordance with Section 1A of the Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (“FRS 102”) and the Companies Act 2006.

The financial statements are prepared in Pound Sterling, which is the functional currency of the company. Monetary a mounts in these financial statements are rounded to the nearest Pound.

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

1.2
Going concern

The company benefits from the continued financial support of its ultimate shareholders, Macquarie Asset Holdings Limited and IIF Fiber Holdings Limited Partnership, including a broader, legally binding funding commitment entered into in November 2024. Having reviewed the available information the directors consider that the company will be able to meet its obligations as they fall due for at least twelve months from the approval of the financial statements. Accordingly, the directors consider it appropriate for the financial statements of the company to be prepared on a going concern basis.

1.3
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities 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 profit or loss.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.4
Cash and cash equivalents

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.

VONEUS INVESTMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 4 -
1.5
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 balance sheet when the company becomes party to the contractual provisions of the instrument.

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

Basic financial assets

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

Other financial assets

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

Impairment of financial assets

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

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

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

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.

VONEUS INVESTMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
1
Accounting policies
(Continued)
- 5 -
Basic financial liabilities

Basic financial liabilities, including creditors, 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 paymen ts 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. A m ounts 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.

Other financial liabilities

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

Derecognition of financial liabilities

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

1.6
Equity instruments

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

2
Judgements and key sources of estimation uncertainty

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. Certain critical accounting estimates in applying the company’s accounting policies are described

below:

The carrying value of the investment in jointly controlled entities and the identification and recognition of impairment, if any, are critical accounting judgements. The performance of the underlying business that comprises the investment is reviewed annually to determine whether the investment carrying value is impaired.

The company has an obligation to fund the ongoing business of Voneus Limited and relies on its

shareholders to provide the funding by subscribing for shares in the company with the onward payment to Voneus Limited. The directors have received written confirmation that the company’s shareholders will continue to provide funding to the company.

VONEUS INVESTMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 6 -
3
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
27,000
36,000
4
Fixed asset investments
2025
2024
£
£
Shares in jointly controlled entities
146,014,879
114,618,223
Movements in fixed asset investments
Shares in jointly controlled entities
£
Cost or valuation
At 1 April 2024
114,618,223
Additions
31,396,656
At 31 March 2025
146,014,879
Carrying amount
At 31 March 2025
146,014,879
At 31 March 2024
114,618,223

The company owns 56.96% (2024: 64.47%) of the issued share capital (£125,302,333) of Voneus Limited, which is registered and domiciled in the United Kingdom at The Grange, 100 High Street, Southgate, London, N14 6PW. The principal activity of Voneus Limited is the provision of superfast and gigabit broadband services to rural and semi-rural communities across the UK. During the year, the company provided equity investments of £31,396,656 (2024: £24,004,344) to Voneus Limited.

The results of Voneus Limited for the year ended 31 March 2025 was a loss of £33,637,135 (2024: £36,649,289). The aggregate amount of Voneus Limited’s capital and reserves at 31 March 2025 was £140,590,956 (2024: £93,435,678).

5
Debtors
2025
2024
Amounts falling due within one year:
£
£
Other debtors
93,502
111,159
VONEUS INVESTMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
- 7 -
6
Creditors: amounts falling due within one year
2025
2024
£
£
Amounts owed to group undertakings
183,708
183,808
Other creditors
48,590
37,860
232,298
221,668

Amounts owed to group undertakings are unsecured, repayable on demand and attract no interest.

7
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
A Ordinary shares of £1 and £0.72 each of £1 each
141,724,203
110,801,237
139,926,493
110,801,237
B Ordinary shares of £1 each
400,000
400,000
400,000
400,000
142,124,203
111,201,237
140,326,493
111,201,237

During the year the company issued 24,425,350 A Ordinary shares of £1.00 each with a share premium of £2,570,400.

During the year a new class of 6,497,617 A Ordinary shares of £0.72 each were allotted.

A Ordinary £1 shares have equal rights to dividends and are entitled to participate in distributions arising from a winding up and are entitled to vote in any circumstance.

A Ordinary £0.72 shares have equal rights to dividends and are entitled to participate in distributions arising from a winding up and are entitled to vote in any circumstance.

B Ordinary £1 shares are non-voting and non-participatory shares.

8
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006.

The auditor's report is unqualified and includes the following:

Opinion

In our opinion the financial statements:

- give a true and fair view of the state of the company's affairs as at 31 March 2025 and of its loss for the year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” Section 1A, and applicable law); and

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

VONEUS INVESTMENT HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025
8
Audit report information
(Continued)
- 8 -
Senior Statutory Auditor:
Statutory Auditor:
Grant Thornton UK LLP
Date of audit report:
10 February 2026
9
Related party transactions

During the year, the company entered into the following transactions with related parties:

The company incurred charges of £nil (2024: £183,808) on intercompany loans payable to Voneus Limited (ajointly controlled entity). During the year, the company repaid £100 (2024: £nil) on intercompany loans payable to Voneus Limited. At the year-end, there was £183,708 (2024: £183,808) payable to Voneus Limited in respect of intercompany loans. The amount payable is interest free with no fixed date of repayment. An intercompany loan of £nil (2024: £400,000) with Voneus Limited was converted to equity investments during the year.

The company allotted 14,655,167 A Ordinary shares to Macquarie Asset Holdings Limited (a 57.09% shareholder of the company) during the year (2024: 14,402,607 A Ordinary shares). The nominal value of the shares is £1.00 each. An intercompany loan of £nil (2024: £1,000) with Macquarie Asset Holdings Limited was converted to equity investments during the year.

The company allotted 9,770,183 A Ordinary shares to IIF Fiber Holdings Limited Partnership (a 42.63%shareholder of the company) during the year (2024: 9,601,737 A Ordinary shares). The nominal value of the shares is £1.00 each.

The company allotted a new class of 6,497,617 A Ordinary shares to IIF Fiber Holdings Limited Partnership (a 42.63% shareholder of the company) during the year. The nominal value of the shares is £0.72 each.

The company has an obligation to provide equity funding to Voneus Limited, a jointly controlled entity. During the year, the company provided equity investments of £31,396,656 (2024: £24,004,344) to Voneus Limited.

10
Parent company

The immediate parent company of Voneus Investment Holdings Limited is Macquarie Asset Holdings Limited, a company incorporated in the United Kingdom. The ultimate parent company is Macquarie Group Limited, a company incorporated in Australia. The registered office address for Macquarie Group Limited is Level 6, 50 Martin Place, Sydney, NSW 2000, Australia.

There is no ultimate controlling party of Voneus Investment Holdings Limited.

11
Events after the reporting date

On 22 September 2025, 6,243,398 C Ordinary shares were issued with a nominal value of £0.01 each. The shares were issued at a premium of £0.99 each. The total consideration was £6,243,398.

On 12 November 2025, 2,978,571 C Ordinary shares were issued with a nominal value of £0.01 each. The shares were issued at a premium of £0.99 each. The total consideration was £2,978,571.

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