ACCOUNTS - Final Accounts

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

Registered number: 11305066

GOONHILLY HOLDINGS LTD

ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

GOONHILLY HOLDINGS LTD

COMPANY INFORMATION

DIRECTORS	Mr P Trezise
	Mr K Jorgensen
	Mr I Jones (resigned 7 June 2024)
	Mr M Cosby
	Mr R Bijtjes


REGISTERED NUMBER	11305066


REGISTERED OFFICE	Goonhilly Downs
	Helston
	Cornwall
	TR12 6LQ


INDEPENDENT AUDITORS	Bishop Fleming Audit Limited
	Chartered Accountants & Statutory Auditors
	Chy Nyverow
	Newham Road
	Truro
	Cornwall
	TR1 2DP

GOONHILLY HOLDINGS LTD

CONTENTS

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 4
Directors' Responsibilities Statement	5
Independent Auditors' Report	6 - 9
Consolidated Statement of Comprehensive Income	10
Consolidated Statement of Financial Position	11 - 12
Company Statement of Financial Position	13
Consolidated Statement of Changes in Equity	14
Company Statement of Changes in Equity	15
Consolidated Statement of Cash Flows	16 - 17
Notes to the Financial Statements	18 - 41

GOONHILLY HOLDINGS LTD

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 MAY 2025

Goonhilly Holdings Ltd is the holding company of a group whose principal activity is the provision of satellite ground station services and related telecommunications solutions.

∙Goonhilly Earth Station Limited registered in the UK and operating a large satellite ground station in Cornwall.

∙Goonhilly Holdings USA Inc. registered in Delaware, USA and through its subsidiary Goonhilly Inc operating two smaller teleports in Southbury, Connecticut and Santa Paula, California.

The UK subsidiary (“GES”) operated three business units:

∙Deep Space

∙Commercial SatCom

∙National Security

During the year, the Group continued to explore opportunities to expand its offering, including the development of data centre services. The business was run by three Managing Directors; one for each of the business units.

BUSINESS REVIEW

The Group recorded revenue of £14.0 million for the year (2024: £10.1 million), representing an increase of 39%. Despite revenue growth, the Group reported an operating loss of £2.9 million (2024: £3.1 million loss), reflecting ongoing investment in infrastructure and business development.

At the year end, the Group reported net liabilities of £1.6m compared to net assets of £2.7m in 2024.

The increase in revenue reflects improved activity levels across the Group’s core markets. However, profitability continues to be impacted by the cost base required to support the Group’s infrastructure and its strategic repositioning into distinct business units. The group continued to operate in the ground segment of the space sector. This involved managing a number of antennas in the three locations. Results in this market had been unsatisfactory for several years, but the Group is optimistic that this would see a change as a result of the change in management structure.

The creation of focussed business units has allowed a better utilisation of resources as well as better pricing mechanisms and more effective customer relationship management.

The Management Team is optimistic with respect to the Group’s ability to:

∙Increase the number of service offerings

∙Find customers for the data centre

∙Improve overall profitability

Page 1

GOONHILLY HOLDINGS LTD

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MAY 2025

PRINCIPAL RISKS AND UNCERTAINTIES

Satisfactory Relationship with Key Customers
It was important for the group to maintain a good relationship with some of its key customers as well as to expand on the customer base. With increased focus in the defined markets, this was seen as satisfactory with low risk of deteriorating.

Satisfactory Staff Retention
With a somewhat remote location, it was sometimes challenging to find the right skill set in new staff members, but internal programmes and focus on staff retention were giving the group satisfactory results with respect to hires, upskilling and retention.

Satisfactory Brand Recognition
The Goonhilly brand continued to enjoy a very high recognition in the industry as well as being attributed to dependable deliverables.

Financial Situation
The group continues to enjoy support from its majority shareholders (The Hargreaves Family Settlements). This is in spite of several years of unsatisfactory results.

FINANCIAL KEY PERFORMANCE INDICATORS

The Directors monitor the performance of the Group using a range of financial and non-financial measures.

These include:

∙Revenue growth

∙Operating profit/loss

∙Net assets/liabilities

These KPIs are considered appropriate and have been commented upon within the business review section of this report.

This report was approved by the board on 29 May 2026 and signed on its behalf.

Mr R Bijtjes

Director

Page 2

GOONHILLY HOLDINGS LTD

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MAY 2025

The directors present their report and the financial statements for the year ended 31 May 2025.

PRINCIPAL ACTIVITY

The principal activity of the company is management services to space communication companies.

RESULTS AND DIVIDENDS

The loss for the year, after taxation, amounted to £4,345,313 (2024: loss £4,334,965).

DIRECTORS

The directors who served during the year were:

Mr P Trezise

Mr K Jorgensen

Mr I Jones (resigned 7 June 2024)

Mr M Cosby

Mr R Bijtjes

FUTURE DEVELOPMENTS

Following several years of unsatisfactory results, the Directors are optimistic that the situation will improve. This is primarily as a result of the division into business units, refocus of customer relationships, more coherent global group structure, refocus on the data centre business, and the continued support from the majority shareholders.

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

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

∙the director 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

On 5 October 2025, there was a fire in the equipment building of GHY-6 within Goonhilly Earth Station Limited. The fire was caused by a failed UPS. GHY-6 was operational again on 6 January 2026. As a result of the fire, Goonhilly incurred damages, however losses incurred as a result of the fire are expected to be covered by insurance for a value of up to £6m. The Group does not expect the incident to have a material impact on the business going forward.

On 20 October 2025, the Company drew down an additional $2m of loan notes from their existing loan note agreement. In addition, the Company drew down a further $2m of loan notes from their existing agreement on 12 March 2026.

On 14 May 2026 Goonhilly Holdings Ltd signed an agreement for Intuitive Machines LLC to acquire Goonhilly Earth Station Limited and Goonhilly Inc for consideration of £37m, subject to regulatory approvals. This transaction is a non-adjusting post balance sheet event.

Page 3

GOONHILLY HOLDINGS LTD

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MAY 2025

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

Mr R Bijtjes

Director

Date: 29 May 2026

Goonhilly Downs

Helston

Cornwall

TR12 6LQ

Page 4

GOONHILLY HOLDINGS LTD

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 31 MAY 2025

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 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 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 the Group 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 for the Group's financial statements 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 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 the Group and to 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 the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 5

GOONHILLY HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GOONHILLY HOLDINGS LTD

OPINION

We have audited the financial statements of Goonhilly Holdings Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 May 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity 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).

In our opinion the financial statements:

∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 May 2025 and of the Group's loss for the year then ended;

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

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

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 or the 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 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.

We have nothing to report in this regard.

Page 6

GOONHILLY HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GOONHILLY HOLDINGS LTD (CONTINUED)

OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006

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

∙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.

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the 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.

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 7

GOONHILLY HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GOONHILLY HOLDINGS LTD (CONTINUED)

AUDITORS' RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

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 Auditors' 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 Group 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:

∙We have considered the nature of the industry and sector, control environment and business performance;

∙We have considered the results of our enquiries of management about their own identification and assessment of the risks of irregularities;

∙Any matters identified having obtained and reviewed the company’s documentation of their policies and procedures relating to:

°Identifying, evaluation and complying with laws and regulations and whether they were aware of any instances of non-compliance;

°Detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;

°The internal controls established to mitigate risks of fraud or noncompliance with laws and regulations; and

∙We have considered the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in revenue recognition.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulators frameworks that the Group and parent Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the Companies Act 2006, Financial Reporting Standard 102 and UK tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty. These included data protection regulations, health and safety regulations, employment legislation and the Wireless Telegraphy Act.

Audit response to risks identified

Our procedures to respond to risk identified included the following:

∙Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having direct effect on the financial statements;

∙Reviewing the financial statement disclosures and testing to supporting documentation to assess the recognition of revenue and grant income;

∙Enquiring of management concerning actual and potential litigation and claims;

∙Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

∙Reading minutes of meeting of those charged with governance;

∙In addressing the risk of fraud through management override of controls, testing the appropriateness of

Page 8

GOONHILLY HOLDINGS LTD

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GOONHILLY HOLDINGS LTD (CONTINUED)

journal entries, and other adjustments;

∙Assessing whether the judgements made in making accounting estimates are indicative of potential bias; and

∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of the business.

We also communicated relevant identified laws and regulations and potential fraud risk to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from an error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.

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.

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.

Kevin Connor FCA (Senior Statutory Auditor)

for and on behalf of

Bishop Fleming Audit Limited

Chartered Accountants

Statutory Auditors

Chy Nyverow

Newham Road

Truro

Cornwall

TR1 2DP

29 May 2026

Page 9

GOONHILLY HOLDINGS LTD

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MAY 2025

	2025	2024
Note	£	£


Turnover	4	14,000,552	10,118,790
Cost of sales		(7,196,835)	(4,295,936)
Gross profit		6,803,717	5,822,854
Administrative expenses		(10,388,726)	(9,020,367)
Other operating income	5	708,812	91,140
Operating loss		(2,876,197)	(3,106,373)
Interest receivable and similar income		11,814	-
Interest payable and similar expenses	9	(1,477,572)	(1,373,944)
Loss before taxation		(4,341,955)	(4,480,317)
Tax on loss	10	(3,358)	145,352
Loss for the financial year		(4,345,313)	(4,334,965)


Foreign exchange differences	29,915	-
Total comprehensive income for the year	(4,315,398)	(4,334,965)

(Loss) for the year attributable to:
Owners of the parent Company	(4,345,313)	(4,334,965)
	(4,345,313)	(4,334,965)

Total comprehensive income for the year attributable to:
Owners of the parent Company	(4,315,398)	(4,334,965)
	(4,315,398)	(4,334,965)

The notes on pages 18 to 41 form part of these financial statements.

Page 10

GOONHILLY HOLDINGS LTD

REGISTERED NUMBER:11305066

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MAY 2025

		2025		2024
Note		£		£

Fixed assets
Goodwill	11		3,138,324		4,203,895
Negative goodwill	11		(2,815,299)		(3,353,918)
Intangible assets	11		80,646		101,846
Tangible assets	12		15,665,921		17,399,525
			16,069,592		18,351,348
Current assets
Stocks	14	2,680		-
Debtors: amounts falling due within one year	15	2,268,597		1,765,480
Cash at bank and in hand	16	2,243,568		1,853,026
		4,514,845		3,618,506
Creditors: amounts falling due within one year	17	(9,591,681)		(5,301,129)
Net current liabilities			(5,076,836)		(1,682,623)
Total assets less current liabilities			10,992,756		16,668,725
Creditors: amounts falling due after more than one year	18		(12,538,617)		(13,897,947)
Provisions for liabilities
Deferred tax		(21,261)		(22,502)
			(21,261)		(22,502)
Net (liabilities)/assets			(1,567,122)		2,748,276

Capital and reserves
Called up share capital	21	1,346	1,346
Share premium account	24	7,242,174	7,242,174
Foreign exchange reserve	24	29,915	-
Other reserves	24	3,877,048	3,877,048
Merger reserve	24	5,403,273	5,403,273
Profit and loss account	24	(18,120,878)	(13,775,565)
Equity attributable to owners of the Company		(1,567,122)	2,748,276

Page 11

GOONHILLY HOLDINGS LTD

REGISTERED NUMBER:11305066

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)

AS AT 31 MAY 2025

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

Mr R Bijtjes

Director

Date: 29 May 2026

The notes on pages 18 to 41 form part of these financial statements.

Page 12

GOONHILLY HOLDINGS LTD

REGISTERED NUMBER:11305066

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 MAY 2025

		2025		2024
Note		£		£

Fixed assets
Investments	13		15,415,497		15,348,293
			15,415,497		15,348,293
Current assets
Debtors: amounts falling due within one year	15	359,948		2,957,202
Cash at bank and in hand	16	896,099		152,083
		1,256,047		3,109,285
Creditors: amounts falling due within one year	17	(6,360,030)		(1,760,310)
Net current (liabilities)/assets			(5,103,983)		1,348,975
Total assets less current liabilities			10,311,514		16,697,268

Creditors: amounts falling due after more than one year	18		(12,538,616)		(13,248,479)

Net (liabilities)/assets			(2,227,102)		3,448,789

Capital and reserves
Called up share capital	21	1,346	1,346
Share premium account	24	7,242,174	7,242,174
Other reserves	24	3,877,045	3,877,045
Merger reserve	24	5,403,273	5,403,273
Profit and loss account	24	(18,750,940)	(13,075,049)
		(2,227,102)	3,448,789

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

Mr R Bijtjes

Director

Date: 29 May 2026

The notes on pages 18 to 41 form part of these financial statements.

Page 13

GOONHILLY HOLDINGS LTD

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MAY 2025

	Called up share capital	Share premium account	Foreign exchange reserve	Other reserves	Merger reserve	Profit and loss account	Equity attributable to owners of parent Company	Total equity
	£	£	£	£	£	£	£	£
At 1 June 2023	1,346	7,242,174	-	3,877,048	5,403,273	(9,440,600)	7,083,241	7,083,241
Comprehensive income for the year
Loss for the year	-	-	-	-	-	(4,334,965)	(4,334,965)	(4,334,965)

At 1 June 2024	1,346	7,242,174	-	3,877,048	5,403,273	(13,775,565)	2,748,276	2,748,276
Comprehensive income for the year
Loss for the year	-	-	-	-	-	(4,345,313)	(4,345,313)	(4,345,313)
Foreign exchange movements	-	-	29,915	-	-	-	29,915	29,915
At 31 May 2025	1,346	7,242,174	29,915	3,877,048	5,403,273	(18,120,878)	(1,567,122)	(1,567,122)

The notes on pages 18 to 41 form part of these financial statements.

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GOONHILLY HOLDINGS LTD

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MAY 2025

	Called up share capital	Share premium account	Other reserves	Merger reserve	Profit and loss account	Total equity
	£	£	£	£	£	£
At 1 June 2023	1,346	7,242,174	3,877,045	5,403,273	(4,278,783)	12,245,055
Comprehensive income for the year
Loss for the year	-	-	-	-	(8,796,266)	(8,796,266)

At 1 June 2024	1,346	7,242,174	3,877,045	5,403,273	(13,075,049)	3,448,789
Comprehensive income for the year
Loss for the year	-	-	-	-	(5,675,891)	(5,675,891)
At 31 May 2025	1,346	7,242,174	3,877,045	5,403,273	(18,750,940)	(2,227,102)

The notes on pages 18 to 41 form part of these financial statements.

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GOONHILLY HOLDINGS LTD

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MAY 2025

			2025	2024
			£	£

Cash flows from operating activities
Loss for the financial year	(4,345,313)	(4,334,965)
Adjustments for:
Amortisation of intangible assets	778,982	883,791
Depreciation of tangible assets	2,400,533	2,116,683
Loss on disposal of tangible assets	63,944	563
Interest paid	1,477,572	1,396,058
Interest received	(11,814)	-
Taxation charge	3,358	(145,352)
(Increase)/decrease in stocks	(2,680)	-
(Increase) in debtors	(503,117)	(457,630)
Increase in creditors	470,539	759,270
(Decrease)/increase in provisions	(1,241)	-
Corporation tax received	-	94,285
Foreign exchange	91,013	-
Net cash generated from operating activities	421,776	312,703

Cash flows from investing activities
Purchase of intangible fixed assets	(55,227)	(112,326)
Purchase of tangible fixed assets	(1,127,059)	(568,616)
Sale of tangible fixed assets	117,030	798
Purchase of unlisted and other investments	-	(3,276,875)
Interest received	11,814	-
Deferred consideration paid	(1,382,965)	-
Net cash from investing activities	(2,436,407)	(3,957,019)
Cash flows from financing activities
Other new loans	3,083,565	5,276,380
Repayment of other loans	(499,681)	-
Interest paid	(178,711)	(1,271,321)
Net cash used in financing activities	2,405,173	4,005,059

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GOONHILLY HOLDINGS LTD

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 MAY 2025

		2025	2024
		£	£


Net increase in cash and cash equivalents	390,542	360,743
Cash and cash equivalents at beginning of year	1,853,026	1,492,283
Cash and cash equivalents at the end of year	2,243,568	1,853,026

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	2,243,568	1,853,026
	2,243,568	1,853,026

The notes on pages 18 to 41 form part of these financial statements.

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GOONHILLY HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

1.	GENERAL INFORMATION

Goonhilly Holdings Limited (registered number 11305066) is a private company, limited by shares and incorporated in England and Wales. The address of its registered office is Goonhilly Satellite Earth Station, Goonhilly Downs, Helston, Cornwall, TR12 6LQ.

The principal activity of the company is management services to space communication companies.

2.ACCOUNTING POLICIES

2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland 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 judgement 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 Statement of Comprehensive Income in these financial statements.

The financial statements are rounded to the nearest £.

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.

The consolidated financial statements incorporate the results of business combinations using merger accounting principles, as outlined in paragraph 19 of FRS 102. In line with the requirements of FRS 102, the identifiable assets, liabilities and contingent liabilities are initially recognised at their original book values at the acquisition date. The results of acquired operations are included in the Consolidated statement of income and retained earnings from the date on which control is obtained. They are deconsolidated from the date control ceases.

In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.

Page 18

GOONHILLY HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.3

GOING CONCERN

The Group have made significant losses in the current year and prior period. However, it is the opinion of the Directors that the Group remains a going concern as losses have been incurred in investing in new projects which are expected to drive a significant future growth in income. The Group generated an underlying trading operating loss for the year of £2,876,197.

The Group has a strong cash balance at the year end, and the Group has taken measures to preserve its cashflow including drawing down an additional $4m from their facility with The Hargreaves Family No 14 Settlement as well as obtaining a letter of support from The Hargreaves Family No. 9 and 10 Settlement (majority shareholder) to waive the loan repayment due at the end of the FY26. The Group has a remaining undrawn facility available to support future funding requirements of $3m from The Hargreaves Family No 14 Settlement.

The Directors have prepared cash flow forecasts covering a period of at least twelve months from the date of approval of these financial statements. Based on these forecasts, and having regard to the mitigating actions available to the Group, the Directors are satisfied that the Group is expected to be able to meet its liabilities as they fall due over this period. The Directors have considered the post balance sheet events disclosed in note 26 and have concluded that these do not impact on the Group's ability to continue as a going concern. Subject to regulatory approvals, the two existing trading subsidiaries will be divested, and the intention of the Directors is for Goonhilly Holdings Ltd to continue to operate as a holding company exploring future investment opportunities.

Having considered the Group’s financial position, year to date trading performance per management accounts, forecast performance, available financing facilities, and the ongoing monitoring of business risks and mitigating actions, the Directors conclude that the Group has adequate resources to continue in operational existence for at least 12 months following the approval of the financial statements. Accordingly, the financial statements for the year ended 31 May 2025 have been prepared on the going concern basis.

2.4

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:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

Page 19

GOONHILLY HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.5

GOVERNMENT GRANTS

Government grants are recognised at fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

Grants that are capital in nature are recognised by either the performance or accruals method depending on purpose of the grant.

Under the accruals method, grants relating to expenditure on tangible fixed assets are credited to the statement of comprehensive income at the same rate as the depreciation on the assets to which the grants relates. The deferred element of grants is included in creditors as deferred income.

Under the performance method, a grant is recognised in income when the specified performance conditions of the grant are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

2.6

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 20

GOONHILLY HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.6

FOREIGN CURRENCY TRANSLATION (CONTINUED)

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.

The Group's presentational currency is GBP. The functional currency of Goonhilly Inc. and Goonhilly Holdings USA is USD.

2.7

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 reporting 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 reporting 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;

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

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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 reporting date.

Page 21

GOONHILLY HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.8

INTANGIBLE ASSETS

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible 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.

The estimated useful lives range as follows:

Goodwill	-	10	years
Negative goodwill	-	10	years
Computer software	-	5	years

2.9

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

Discounting of the interest free loans provided to the subsidiary company are accounted for as additional capital contributions.

2.10

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.

Page 22

GOONHILLY HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.10

TANGIBLE FIXED ASSETS (CONTINUED)

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.

Depreciation is provided on the following basis:

Long-term leasehold property	-	10-20%
Plant and machinery	-	15-25%
Motor vehicles	-	25%
Fixtures and fittings	-	25%
Computer equipment	-	33.33%

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 profit or loss.

Assets under the course of construction are not depreciated.

2.11

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.

2.12

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.

2.13

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.

Page 23

GOONHILLY HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.14

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.

Financial instruments are recognised in the Group's Statement of Financial Position when the Group 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 trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Page 24

GOONHILLY HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.14

FINANCIAL INSTRUMENTS (CONTINUED)

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 Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

2.15

SHARE CAPITAL

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

2.16

PENSIONS

Defined contribution 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 profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

2.17

RESEARCH AND DEVELOPMENT

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

Page 25

GOONHILLY HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

2.ACCOUNTING POLICIES (CONTINUED)

2.18

INTEREST INCOME

Interest income is recognised in profit or loss using the effective interest method.

2.19

BORROWING COSTS

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

2.20

SHARE-BASED PAYMENTS

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

2.21

STOCKS

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting 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 profit or loss.

Page 26

GOONHILLY HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

3.	JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Statement of Financial Position date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The directors believe that the key judgements and estimates during the year are as follows:

Effective interest on loans - The directors have estimated an effective interest rate to be applied to discount interest free intercompany loans due for repayment in more than one year. This estimate was made at initial recognition and is not reassessed.

Grant income recognition - The company receives a grant which is accounted for under the performance method. A key estimate is the level of performance conditions that have been met, and hence the value of the grant to be recognised.

Lifetime of goodwill - The group has recognised goodwill and negative goodwill upon the purchase of its subsidiaries which is amortised or released to the profit and loss account. A key estimate is the rate that the goodwill is being amortised at/released over.

Convertible loan notes - The company has recognised convertible loan notes which provide the holder with the right to convert the loan into equity instruments at a future date. The convertible loan notes were measured at fair value using a 10% discount rate, being the estimated prevailing market interest rate for a similar non-convertible instrument.

Equity settled share based payments - The Company operates Employee Share Schemes. The Directors have assessed the fair value of the share options and the corresponding share based payment accounting estimates at the grant date with reference to comparable market data.

	Turnover from antennae	14,000,552	10,118,790

Analysis of turnover by country of destination:

					2025	2024
					£	£

United Kingdom	3,444,809	1,543,988
Rest of Europe	1,956,752	2,909,448
Rest of the world	8,598,991	5,665,354

Page 27

GOONHILLY HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

5.	OTHER OPERATING INCOME
		2025	2024
		£	£

Other operating income	49,924	91,140
Insurance claims receivable	658,888	-
	708,812	91,140

Exchange differences	303,711	253,021
Other operating lease rentals	2,350	6,671
Depreciation	2,445,536	2,116,683
Amortisation	778,982	883,791

7.	EMPLOYEES
	Staff costs, including directors' remuneration, were as follows:

		Group	Group
		2025	2024
		£	£


Wages and salaries	5,618,203	3,941,749
Social security costs	619,913	414,136
Cost of defined contribution scheme	184,370	118,701
	6,422,486	4,474,586

Goonhilly Holdings Limited had no employees remunerated and therefore incurred no staff costs. All employee costs disclosed above relate to subsidiaries within the group.

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

	Group	Group	Company	Company
	2025	2024	2025	2024
	No.	No.	No.	No.

Employees	84	77	4	5

Page 28

GOONHILLY HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

8.	DIRECTORS' REMUNERATION
		2025	2024
		£	£

Directors' emoluments	613,583	591,990
Group contributions to defined contribution pension schemes	6,164	6,604
	619,747	598,594

	During the year retirement benefits were accruing to 5 directors (2024: 5) in respect of defined contribution pension schemes.
	The highest paid director received remuneration of £141,893 (2024: £138,693).
	The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1,321 (2024: £1,321).

During the year no directors (2024: 1 director) received share options under the Group's long-term incentive schemes.

9.	INTEREST PAYABLE AND SIMILAR EXPENSES
		2025	2024
		£	£

Other loan interest payable

1,477,572

1,373,944

CORPORATION TAX
Current tax on profits for the year	3,358	139
Adjustments in respect of previous periods	-	(145,491)

TOTAL CURRENT TAX	3,358	(145,352)


	TAX ON LOSS	3,358	(145,352)

Page 29

GOONHILLY HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

10.TAXATION (CONTINUED)

Loss on ordinary activities before tax

(4,341,955)

(4,480,317)

Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)	(1,085,489)	(1,120,079)
EFFECTS OF:
Fixed asset differences	241,865	269,903
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	337,248	9,562
Non-taxable income	(1,119)	(11,161)
Adjustments to tax in respect of previous periods - deferred tax	-	(90,097)
Movement in deferred tax not recognised	70,846	332,259
Overseas losses not liable to UK tax	440,007	319,114
Research & development tax credits	-	145,147
TOTAL TAX CHARGE FOR THE YEAR	3,358	(145,352)

FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

There were no factors that may affect future tax charges.

Page 30

GOONHILLY HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

11.	INTANGIBLE ASSETS
	Group

	Trademarks	Computer software	Goodwill	Negative goodwill	Total
	£	£	£	£	£
COST
At 1 June 2024	-	142,824	10,655,708	(3,560,967)	7,237,565
Additions	2,577	52,650	-	-	55,227
Transfers to tangible assets	-	(12,764)	-	-	(12,764)
Foreign exchange movement	-	(5,701)	-	196,440	190,739
At 31 May 2025	2,577	177,009	10,655,708	(3,364,527)	7,470,767
AMORTISATION
At 1 June 2024	-	40,978	6,451,813	(207,049)	6,285,742
Charge for the year on owned assets	-	63,422	1,065,571	(350,011)	778,982
Transfers to tangible assets	-	(1,950)	-	-	(1,950)
Foreign exchange movement	-	(3,510)	-	7,832	4,322
At 31 May 2025	-	98,940	7,517,384	(549,228)	7,067,096
NET BOOK VALUE
At 31 May 2025	2,577	78,069	3,138,324	(2,815,299)	403,671
At 31 May 2024	-	101,846	4,203,895	(3,353,918)	951,823

Page 31

GOONHILLY HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025

	12.	TANGIBLE FIXED ASSETS
		Group

	Long-term leasehold property	Plant and machinery	Motor vehicles	Fixtures and fittings	Computer equipment	Assets under the course of construction	Total
	£	£	£	£	£	£	£
COST
At 1 June 2024	9,518,025	14,197,694	81,261	255,519	700,113	30,532	24,783,144
Additions	-	972,385	21,225	10,288	19,633	103,528	1,127,059
Disposals	-	(108,304)	(38,613)	-	(744)	-	(147,661)
Transfers between classes	-	19,155	-	-	33,664	(40,055)	12,764
Exchange adjustments	(261,441)	(215,673)	(3,583)	(1,826)	(25,539)	(627)	(508,689)
At 31 May 2025	9,256,584	14,865,257	60,290	263,981	727,127	93,378	25,266,617
DEPRECIATION
At 1 June 2024	1,171,293	5,703,049	27,159	150,762	331,356	-	7,383,619
Charge for the year on owned assets	439,343	1,706,633	19,403	40,173	194,981	-	2,400,533
Disposals	-	(62,659)	(13,173)	-	-	-	(75,832)
Transfers between classes	-	-	-	-	1,950	-	1,950
Exchange adjustments	(25,871)	(66,755)	(1,292)	(689)	(14,967)	-	(109,574)
At 31 May 2025	1,584,765	7,280,268	32,097	190,246	513,320	-	9,600,696

Page 32

GOONHILLY HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2025

12.TANGIBLE FIXED ASSETS (CONTINUED)

NET BOOK VALUE
At 31 May 2025	7,671,819	7,584,989	28,193	73,735	213,807	93,378	15,665,921
At 31 May 2024	8,346,732	8,494,645	54,102	104,757	368,757	30,532	17,399,525

Page 33

GOONHILLY HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

13.	FIXED ASSET INVESTMENTS

	Company

		Investments in subsidiary companies
		£
	COST
	At 1 June 2024	15,348,293
	Additions	3,458
	Foreign exchange movement	63,746
	At 31 May 2025	15,415,497

SUBSIDIARY UNDERTAKINGS
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Goonhilly Earth Station Limited	Goonhilly Satellite Earth Station, Goonhilly Downs, Helston, Cornwall, TR12 6LQ	Ordinary	100%
Goonhilly Holdings USA	2120 River Rd, Southbury, CT, 06488, United States	Ordinary	100%
Goonhilly Inc.	2120 River Rd, Southbury, CT, 06488, United States	Ordinary	100%
Goonhilly Australia Pty (dormant)	L3 302-320 Burwood Rd, Hawthorn Vic 3122, Australia	Ordinary	100%

The aggregate of the share capital and reserves as at 31 May 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£	£

Goonhilly Earth Station Limited	834,348	(185,295)
Goonhilly Holdings USA	287,490	(737,248)
Goonhilly Inc.	(1,829,882)	(1,012,697)
Goonhilly Australia Pty (dormant)	-	-

Page 34

GOONHILLY HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

14.	STOCKS
		Group	Group
		2025	2024
		£	£

	Finished goods and goods for resale	2,680	-

15.

DEBTORS

Group	Group	Company	Company
2025	2024	2025	2024
£	£	£	£


Trade debtors	980,150	934,704	-	-
Amounts owed by group undertakings	-	-	359,487	2,956,321
Other debtors	18,301	20,220	222	659
Prepayments and accrued income	1,219,284	759,694	239	222
Tax recoverable	50,862	50,862	-	-
	2,268,597	1,765,480	359,948	2,957,202

16.	CASH AND CASH EQUIVALENTS
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

	Cash at bank and in hand	2,243,568	1,853,026	896,099	152,083

17.	CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Other loans	6,348,605	1,755,998	6,348,605	1,755,998
Trade creditors	1,170,340	259,352	1,425	2,287
Corporation tax	2,746	-	-	-
Other taxation and social security	172,049	181,567	-	-
Other creditors	783,236	1,510,033	-	-
Accruals and deferred income	1,114,705	1,594,179	10,000	2,025
	9,591,681	5,301,129	6,360,030	1,760,310

Included within other creditors in the prior year is deferred purchase consideration payable by Goonhilly Inc. for the acquisition of the trade and assets of Comsat Inc. The consideration is payable on 31 October 2025.

Page 35

GOONHILLY HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

18.	CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Other loans	12,538,617	13,248,479	12,538,616	13,248,479
Other creditors	-	649,468	-	-
	12,538,617	13,897,947	12,538,616	13,248,479

19.	LOANS
	Included in non-current liabilities are three loan notes from the Hargreaves Trust. The first loan notes are nominated in sterling with a nominal rate of interest of 1% over base rate for the first 3 years and 4% over base rate thereafter. They are secured on the assets of the company and the debt will be redeemed in equal annual instalments over a five year period ending on the 10th anniversary of completion being 11 May 2028. The first annual instalment due on 11 May 2024 was not paid, the second annual installment due on 11 May 2025 was not paid. The second loan notes are nominated in sterling with a nominal rate of interest of 4% over base rate. They are secured on the assets of the company and the debt will be redeemed on 11 May 2028. The third loan notes are nominated in sterling with a nominal rate of interest of 4% over base rate. They are secured on the assets of the company and the debt will be redeemed on 11 May 2028.
	Analysis of the maturity of loans is given below:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

AMOUNTS FALLING DUE WITHIN ONE YEAR
Other loans	6,348,605	1,755,998	6,348,605	1,755,998
AMOUNTS FALLING DUE 1-2 YEARS
Other loans	2,000,497	1,827,097	2,000,497	1,827,097
AMOUNTS FALLING DUE 2-5 YEARS
Other loans	10,538,119	6,081,929	10,538,119	6,081,929
AMOUNTS FALLING DUE AFTER MORE THAN 5 YEARS
Other loans	-	5,339,453	-	5,339,453
	18,887,221	15,004,477	18,887,221	15,004,477

Page 36

GOONHILLY HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

20.	DEFERRED TAXATION

Company
As the directors do not consider that there is sufficient certainty over future taxable profits, a net deferred tax asset of £1,651,427 (2024: £1,385,204) has not been recognised.

Group
A net deferred tax liability of £118,442 (2024: £92,088) in respect of fixed asset timing differences has been offset by a net deferred tax asset in respect of tax losses. As the directors do not consider that there is sufficient certainty over future taxable profits, a net deferred tax asset of £3,207,032 (2024: £3,046,360) has not been recognised.

21.	SHARE CAPITAL
		2025	2024
		£	£

ALLOTTED, CALLED UP AND FULLY PAID

77,069 (2024: 77,069) A shares of £0.01 each	771	771
57,500 (2024: 57,500) B shares of £0.01 each	575	575

	1,346	1,346

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GOONHILLY HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

22.	SHARE-BASED PAYMENTS
	2021 Scheme Goonhilly Holdings Ltd, including its subsidiaries, operates an equity-settled share based remuneration scheme for employees in the Group. Employees were initially enrolled into the scheme in the financial year ended 31 May 2021. In accordance with the scheme rules, options are only exercisable on the event of an exit. The options include the condition of continued employment until an exit event occurs. The options expire 10 years after the grant date. No options were exercisable at the end of the period. The options in the above scheme have been measured at fair value using market based inputs taking into account the exercise price, share value at grant date, vesting period and time value of the options. The options were valued at £nil on the grant date as the exercise price exceeded the market value of the underlying shares, resulting in the options being out of the money at grant. 2024 Scheme Goonhilly Holdings Ltd, including its subsidiaries, operates an equity-settled share based remuneration scheme for employees in the Group. Options were granted to employees in the financial year ended 31 May 2024. In accordance with the scheme rules, options are only exercisable on the event of an exit. The options include the condition of continued employment until an exit event occurs. The options expire 10 years after the grant date. No options were exercisable at the end of the period. The options in the above scheme have been measured at fair value using market based inputs taking into account the exercise price, share value at grant date, vesting period and time value of the options. The options were valued at £nil on the grant date as the exercise price exceeded the market value of the underlying shares, resulting in the options being out of the money at grant. Therefore, no share based payment transactions have been recorded in the accounts.

Page 38

GOONHILLY HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

23.	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 £184,370 (2024: £118,701). Contributions totalling £16,952 (2024: £28,342) were payable to the fund at the reporting date.

24.

RESERVES

Share premium account

This reserve records the amount by which the amount received by the company for shares issued exceeds its face value.

Foreign exchange reserve

This reserve contains the gains and losses from retranslation of foreign currency balances at the year end.

Other reserves

This reserve comprises the balance of equity when treating the convertible loan note as a compound financial instrument.

Merger Reserve

This reserve comprises a fair value adjustment to the investment in subsidiaries acquired through share for share exchanges.

Profit and loss account

This reserve records retained earnings and accumulated losses.

25.	RELATED PARTY TRANSACTIONS
	The company has taken advantage of the exemption in section 33.1a of FRS 102 in not disclosing intra group transactions where 100% of the voting rights are controlled within the group.

26.	POST BALANCE SHEET EVENTS

Page 39

GOONHILLY HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

27.	CONTROLLING PARTY

There is no controlling party.

Page 40

GOONHILLY HOLDINGS LTD

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2025

28.	ANALYSIS OF NET DEBT

		At 1 June 2024	Cash flows	At 31 May 2025
		£	£	£

Cash at bank and in hand	1,853,026	390,542	2,243,568
Debt due after 1 year	(13,248,479)	709,863	(12,538,616)
Debt due within 1 year	(1,755,998)	(4,592,607)	(6,348,605)
	(13,151,451)	(3,492,202)	(16,643,653)

Page 41