Company Registration No. 05388616 (England and Wales)
Lastmilexchange Limited
Financial statements
for the year ended 31 December 2025
Pages for filing with the registrar
Lastmilexchange Limited
Contents
Page
Statement of financial position
1
Notes to the financial statements
3 - 9
Lastmilexchange Limited
Statement of financial position
As at 31 December 2025
31 December 2025
1
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
4
7,358
13,374
Current assets
Debtors
5
108,120
236,629
Cash at bank and in hand
25,065
73,466
133,185
310,095
Creditors: amounts falling due within one year
6
(2,072,429)
(1,444,444)
Net current liabilities
(1,939,244)
(1,134,349)
Total assets less current liabilities
(1,931,886)
(1,120,975)
Creditors: amounts falling due after more than one year
7
(41,667)
Net liabilities
(1,931,886)
(1,162,642)
Capital and reserves
Called up share capital
9
10,556
10,556
Capital redemption reserve
1,100
1,100
Other reserves
125,295
Profit and loss reserves
(2,068,837)
(1,174,298)
Total equity
(1,931,886)
(1,162,642)
The directors of the company have elected not to include a copy of the income statement within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 29 May 2026 and are signed on its behalf by:
S Sincavage
Director
Company Registration No. 05388616
Lastmilexchange Limited
Statement of changes in equity
For the year ended 31 December 2025
2
Share capital
Capital redemption reserve
Capital contribution reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2024
10,556
1,100
-
(722,636)
(710,980)
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
-
(451,662)
(451,662)
Balance at 31 December 2024
10,556
1,100
-
(1,174,298)
(1,162,642)
Year ended 31 December 2025:
Loss and total comprehensive income
-
-
-
(769,244)
(769,244)
Credit to equity for equity settled share-based payments
8
-
-
125,295
(125,295)
-
Balance at 31 December 2025
10,556
1,100
125,295
(2,068,837)
(1,931,886)
Lastmilexchange Limited
Notes to the financial statements
For the year ended 31 December 2025
3
1
Accounting policies
Company information
Lastmilexchange Limited is a private company limited by shares incorporated in England and Wales. The registered office is 1 Lyric Square, London, W6 0NB.
1.1
Accounting convention
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial 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.
1.2
Going concern
The financial statements have been prepared on a going concern basis. true
The company incurred a loss of £769,244 for the year ended 31 December 2025 and, as at that date, had net liabilities of £1,931,886 and net current liabilities of £1,939,244. These conditions indicate the existence of a material uncertainty which may cast significant doubt on the company’s ability to continue as a going concern. The company is dependent on the continued financial support of its parent undertaking, to meet its liabilities as they fall due. At the balance sheet date, amounts owed to group undertakings totalled £1,620,339, which are contractually repayable on demand.
The directors have prepared cash flow forecasts covering a period of at least 12 months from the date of approval of these financial statements. These forecasts incorporate assumptions regarding future trading performance, including revenues, operating costs, and working capital requirements.
The directors have received a letter of financial support from Connected2fiber, Inc., which confirms that:
it will provide sufficient financial support to enable the company to meet its liabilities as they fall due for a period of not less than 12 months from the date of approval of these financial statements; and
it will not demand repayment of amounts owed to it during this period where such repayment would jeopardise the company’s ability to continue as a going concern.
The directors have considered the parent company’s ability to provide this support, including its financial position and access to funding, and are satisfied that it has the resources to do so. However, the reliance on continued support from the parent company, together with the loss-making position and net liability position of the company, represents a material uncertainty that may cast significant doubt on the company’s ability to continue as a going concern. The financial statements do not include any adjustments that would result if the company were unable to continue as a going concern.
Notwithstanding this, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Lastmilexchange Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies (continued)
4
Where contracts for connectivity or software development services are performed for standalone engagements ("non-recurring contracts"), revenue is recognised at the point of providing the service, being when the product has been completed in accordance with the agreed scope of the contract.
Where contracts are performed for connectivity or software development services provided over a period of time ("recurring contracts"), revenue is recognised on a straight-line basis each month over the term of the contract as this reflects the pattern of service delivery.
1.4
Tangible fixed assets
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 or valuation of assets less their residual values over their useful lives on the following bases:
Plant and equipment
25% straight-line basis
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 credited or charged to profit or loss.
1.5
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.6
Financial instruments
The company 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 company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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, 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.
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.
Lastmilexchange Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies (continued)
5
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future 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.
1.7
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.
1.8
Taxation
The tax expense represents the sum of the tax currently payable.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
1.9
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.10
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Lastmilexchange Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
1
Accounting policies (continued)
6
1.11
Share-based payments
Equity-settled share-based payments are measured at fair value at the date of grant by reference to the fair value of the equity instruments granted using the Black-Scholes model. The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
When the terms and conditions of equity-settled share-based payments at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.
Cancellations or settlements (including those resulting from employee redundancies) are treated as an acceleration of vesting and the amount that would have been recognised over the remaining vesting period is recognised immediately.
1.12
Foreign exchange
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 profit or loss.
2
Critical accounting 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.
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Total
11
9
Lastmilexchange Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
7
4
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2025
21,947
Additions
1,944
Disposals
(2,377)
At 31 December 2025
21,514
Depreciation and impairment
At 1 January 2025
8,573
Depreciation charged in the year
7,210
Eliminated in respect of disposals
(1,627)
At 31 December 2025
14,156
Carrying amount
At 31 December 2025
7,358
At 31 December 2024
13,374
5
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
92,189
169,126
Other debtors
15,931
47,476
108,120
216,602
2025
2024
Amounts falling due after more than one year:
£
£
Other debtors
20,027
Total debtors
108,120
236,629
Lastmilexchange Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
8
6
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
28,339
83,418
Amounts owed to group undertakings
1,620,339
930,369
Taxation and social security
94,718
63,210
Other creditors
329,033
367,447
2,072,429
1,444,444
Amounts owed to group undertakings are unsecured, interest-free, and repayable on demand.
7
Creditors: amounts falling due after more than one year
2025
2024
£
£
Other creditors
41,667
During 2020 and 2021 the company took advantage of Government assistance available by taking out Coronavirus Business Interruption Loans ('CBIL') totalling £450,000. These loans were fully repaid during the year and there were no further amounts outstanding as at the balance sheet date.
8
Share-based payment transactions
During the year, the company recognised total expenses of £125,295 (2024 - £nil) which related to the termination of an equity-settled share based payment scheme in operation for the company's employees. As the scheme offered equity instruments of the parent company, a corresponding capital contribution reserve was recognised for the gross value of the options terminated in the year.
9
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
10,556
10,556
10,556
10,556
10
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 was unqualified.
Senior Statutory Auditor:
Richard Collis
Statutory Auditors:
Saffery LLP
Date of audit report:
29 May 2026
Lastmilexchange Limited
Notes to the financial statements (continued)
For the year ended 31 December 2025
9
11
Related party transactions
Lastmilexchange Limited has taken the exemption in accordance with FRS102 section 33 for subsidiary undertakings to not disclose related party transactions with other entities where the relationship is as such that they are wholly owned. Therefore, transactions of this nature have not been disclosed.
12
Parent company
The company's parent and controlling party is Connected2fiber, Inc., a company incorporated in the United States of America. The largest and smallest group of which the company is a member and for which group accounts are prepared is CB C2F Buyer, Inc, being Connected2fiber, Inc.'s immediate parent company. Copies of these accounts may be obtained from the registered office, 134 Flanders Road, Westborough, MA 01581.
The company's ultimate controlling party is CB C2F Parent, LLC, a company incorporated in the United States of America.
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