Company registration number 03209155 (England and Wales)
COMMHOIST LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
COMMHOIST LIMITED
COMPANY INFORMATION
Directors
Ms E K Vernon
Mr J S Browning
Ms L Bateman
(Appointed 1 September 2024)
Mr O Trotter
(Appointed 11 July 2025)
Secretary
Ms E K Vernon
Company number
03209155
Registered office
77 Newton Road
Lowton
Warrington
WA3 2AP
Auditor
MHA
Exchange Station
Tithebarn Street
Liverpool
L2 2QP
Bankers
Santander UK plc
2 Triton Square
Regent's Place
London
NW1 3AN
Shawbrook Bank Limited
One New Bailey 3rd Floor
4 Stanley Street
Salford
M3 5JL
COMMHOIST LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 29
COMMHOIST LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2025
- 1 -

The directors present the strategic report for the year ended 31 May 2025.

Principal activities

Commhoist Limited delivers specialist lifting and logistics services primarily to the telecommunications sector. Our business model focuses on providing safe, efficient, and reliable solutions for complex projects.

Strategic objectives include:

- Sustained organic growth in core and adjacent markets.

- Customer-centricity and responsiveness to market demands.

- Maintaining industry-leading health and safety standards.

- Operational excellence and cost control.

- Innovation and technology investment.

Review of the business

The Company’s loss before tax for the year was £2,027,480 (2024: £612,045 profit before tax) on revenue of £9,149,829 (2024: £16,781,809). The net loss after tax amounted to £1,563,477 (2024: £523,648 profit after tax). The directors recognise that trading has declined during the period, reflecting the challenging market environment. However, they consider this to be a temporary position and have deliberately maintained the Company’s cost base to ensure it is well placed to respond to anticipated improvements in demand. The directors remain confident that the Company has the resources and flexibility to support its future objectives once trading conditions stabilise.

Principal risks and uncertainties

The principal risks and uncertainties faced by the Company which could impact operations and financial performance are:

- Market conditions - The primary business risks and uncertainties affecting the company are perceived to stem from limited order visibility and potential shifts in technological advancements within the telecommunications industry. The Board maintains ongoing vigilance over these risks, employing robust controls and established processes to effectively mitigate the associated risks to the Company.

- Financial risks - The Company's operations expose them to a variety of financial risks that include foreign exchange risk, interest rate risk, credit risk and cash flow risk.

Foreign exchange rate risk arises from transactions involving the purchase and sale of goods, primarily cranes and other plant, in currencies other than Sterling. The principal foreign exchange exposure is associated with net Euro costs. The Board actively manages this risk by consistently reviewing exchange rates and strategically timing asset purchases and sales.

Credit risk is mitigated by conducting thorough credit checks on potential customers before sales transactions and by limiting exposure to individual counterparties, a practice routinely reviewed by management. The board receives regular reports on outstanding amounts and those significantly overdue, along with the corresponding actions taken.

Cash flow risk is diligently monitored as part of the Company's day-to-day procedures. The board continuously assesses cash flow projections, ensuring the availability of sufficient funds to meet all anticipated obligations over the next twelve months.

- Supply chain and external factors: Disruptions in equipment supply and broader economic uncertainties may impact delivery. This risk is reduced by ensuring a robust and loyal supply chain is in place, supported by comprehensive partnership agreements.

COMMHOIST LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 2 -
Future Developments

Subject to market conditions and customer investment decisions, the Company foresees a surge in demand for 5G networks through to the year 2030, following the merger of Vodafone and 3UK, which was completed in early 2025, and their commitment to investing £11bn to improve telecoms infrastructure and network coverage. In addition to this, VMO2 have announced plans to spend £10bn over the next five years in its fixed and mobile networks and services.

Furthermore, for the financial year ending on May 31, 2025, turnover encompasses £512,905 (2024: £847,413) derived from services provided to the electric vehicle market. The Company envisions significant growth in this market by 2030, driven by the required investment in infrastructure to accommodate the expected surge in electric vehicle sales in the UK.

The company is aiming to diversify into new revenue streams, utilising 30+ years of expertise in lifting and logistics and applying these to Battery energy storage systems (BESS), which is also expected to see high growth over the coming years.

Financial Key Performance Indicators

The Company's strategic focus is on growth accompanied by enhanced profitability. Progress against this strategy is systematically monitored by the directors through various key performance indicators (KPIs).

Performance for this year is set out below:

| 2025 | 2024
Turnover | £9,149,829 | £16,781,809
Gross Profit Margin | 36% | 38%
Net (Loss)/Profit Margin | (17%) | 3%
Debtor Days | 56 days | 49 days
Number of Cranes in Operation | 20 Cranes | 22 Cranes

Conclusion

Commhoist Ltd remains focused on delivering safe, efficient, and sustainable lifting solutions. Our strategic priorities for the coming year include operational excellence, technological investment, and continued commitment to risk management and stakeholder engagement.

On behalf of the board

Ms L Bateman
Director
8 July 2026
COMMHOIST LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MAY 2025
- 3 -

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

Results and dividends

The loss for the year, after taxation, amounted to £1,563,477 (202 4 - profit after tax £523,648).

No dividends were paid during the year (2024: £Nil). The directors do not propose a final dividend.

Directors

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

Mr H R Kerslake
(Resigned 30 April 2026)
Ms E K Vernon
Mr J S Browning
Mr G R Carlisle
(Resigned 25 May 2025)
Mr D D Carsley
(Resigned 30 April 2026)
Mr J D Hall
(Resigned 11 July 2025)
Ms L J Mooney
(Resigned 31 July 2024)
Ms L Bateman
(Appointed 1 September 2024)
Mr O Trotter
(Appointed 11 July 2025)
Post reporting date events

Following the year end, the Company completed a refinancing and funding package involving its existing lender, Shawbrook Bank Limited, and its majority investor, Key Capital Partners.

The refinancing included a further £1.4 million investment by Key Capital Partners through secured loan notes issued to the parent company Lowton Infrastructure Group Limited, together with amendments to the Company's existing asset based lending facilities with Shawbrook, including revised covenant requirements and repayment terms.

The directors consider these arrangements to demonstrate the continued support of the Company's lenders and investors and to provide additional liquidity to support the Company's future operations. Further details are provided in Note 23 to the financial statements.

Auditor

The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.

MHA will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Strategic report

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of future developments and financial risks.

Statement of disclosure to auditor

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

COMMHOIST LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 4 -
Going concern

The Directors of the Company and its group, headed by Lowton Infrastructure Group Limited at 31st May 2025, prepare cash flow forecasts and re-forecast regularly as part of the business planning process. In making their assessment in respect of going concern, the directors have reviewed these forecasts, as well as downside scenarios, including the impact of challenging market conditions. The Directors have a reasonable expectation, on the basis of renewed funding and the support of its bankers and majority investors, that the Company will continue in operational existence for the foreseeable future.

Further details of the directors' going concern assessment, including the material uncertainty related to going concern, are set out in Note 1.2 to the financial statements.

On behalf of the board
Ms L Bateman
Director
8 July 2026
COMMHOIST LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MAY 2025
- 5 -

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

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

In preparing these financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

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

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

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

COMMHOIST LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF COMMHOIST LIMITED
- 6 -
Opinion

We have audited the financial statements of Commhoist Limited (the 'company') for the year ended 31 May 2025 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including material 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 company's affairs as at 31 May 2025 and of its 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 Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our ethical responsibilities in accordance with those requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty relating to going concern

We draw attention to Note 1.2 in the financial statements, which explains that the Company incurred significant trading losses during the year ended 31 May 2025 and remains dependent upon the successful delivery of forecast trading performance and compliance with revised banking covenants following the refinancing completed after the reporting date.

As stated in Note 1.2, these events and conditions, together with the other matters described therein, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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.

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 auditor's 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.

COMMHOIST LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF COMMHOIST LIMITED (CONTINUED)
- 7 -

Opinions on other matters prescribed by the Companies Act 2006

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

- the information given in the strategic report and the directors' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identifie d material misstatements in the strategic report or the directors' r eport.

Matters on which we are required to report by exception

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, or returns adequate for our audit have not been received from branches not visited by us; or

- the 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' r esponsibilities s tatement, 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 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 company or to cease operations, or have no realistic alternative but to do so.

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

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud, is detailed below:

COMMHOIST LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF COMMHOIST LIMITED (CONTINUED)
- 8 -

- Enquiries with management about any known or suspected instances of non-compliance with laws and regulations and fraud;

- Auditing the risk of fraud in revenue, including through the testing of the cut off of income at the year end and sales transaction testing to provide comfort that revenue has occurred in the financial statements and recognised in the correct accounting period;

- Challenging the assumptions and judgements made by management in their accounting estimates;

- Examination of journal entries and other adjustments to test for appropriateness and identify any instances of management override of controls; and,

- Reviewing how management identify and track compliance with key laws and regulations. Scrutinising legal and professional costs incurred for indications of non-compliance and to identify any evidence of ongoing litigation and therefore consequential financial implications.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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

Use of our report

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

Andrew Matthews BFP ACA FCCA
Senior Statutory Auditor
For and on behalf of MHA, Statutory Auditor
Liverpool, United Kingdom
8 July 2026
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)
COMMHOIST LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2025
- 9 -
2025
2024
Notes
£
£
£
£
Turnover
3
9,149,829
16,781,809
Cost of sales
(5,874,377)
(10,437,735)
Gross profit
3,275,452
6,344,074
Distribution costs
(200,999)
(214,928)
Administrative costs
(4,765,219)
(5,158,483)
Other operating income
4,990
12,034
Adjusted EBITDA*
(441,745)
1,920,840
Other administrative expenses:
- Depreciation
(838,621)
(938,143)
- Exceptional item - restructuring costs and professional fees
4
(405,410)
-
0
Operating (loss)/profit
5
(1,685,776)
982,697
Interest payable and similar expenses
8
(341,704)
(370,652)
(Loss)/profit before taxation
(2,027,480)
612,045
Tax on (loss)/profit
9
464,003
(88,397)
(Loss)/profit for the financial year
(1,563,477)
523,648

The profit and loss account has been prepared on the basis that all operations are continuing operations.

* Adjusted EBITDA represents earnings before interest, tax, depreciation and amortisation, and other exceptional items.

The notes on pages 12 to 29 form part of these financial statements.

COMMHOIST LIMITED
BALANCE SHEET
AS AT
31 MAY 2025
31 May 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Tangible assets
10
3,330,893
4,464,711
Investments
11
100
100
3,330,993
4,464,811
Current assets
Debtors
13
3,078,987
6,237,264
Cash at bank and in hand
118,861
110,707
3,197,848
6,347,971
Creditors: amounts falling due within one year
14
(3,296,531)
(5,093,415)
Net current (liabilities)/assets
(98,683)
1,254,556
Total assets less current liabilities
3,232,310
5,719,367
Creditors: amounts falling due after more than one year
15
(1,720,154)
(2,179,731)
Provisions for liabilities
Deferred tax liability
18
631,653
1,095,656
(631,653)
(1,095,656)
Net assets
880,503
2,443,980
Capital and reserves
Called up share capital
20
50,760
50,760
Profit and loss reserves
829,743
2,393,220
Total equity
880,503
2,443,980

The notes on pages 12 to 29 form part of these financial statements.

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

The financial statements were approved by the board of directors and authorised for issue on 8 July 2026 and are signed on its behalf by:
Ms L Bateman
Director
Company registration number 03209155 (England and Wales)
COMMHOIST LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2025
- 11 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 June 2023
50,760
1,869,572
1,920,332
Year ended 31 May 2024:
Profit and total comprehensive income
-
523,648
523,648
Balance at 31 May 2024
50,760
2,393,220
2,443,980
Year ended 31 May 2025:
Loss and total comprehensive income
-
(1,563,477)
(1,563,477)
Balance at 31 May 2025
50,760
829,743
880,503

The notes on pages 12 to 29 form part of these financial statements.

COMMHOIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
- 12 -
1
Accounting policies
Company information

Commhoist Limited is a private company limited by shares incorporated in England and Wales. The registered office is 77 Newton Road, Lowton, Warrington, WA3 2AP.

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.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary a mounts 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.

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

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

- Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

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

The financial statements of the company are consolidated in the financial statements of Lowton Infrastructure Group Limited. These consolidated financial statements are available from its registered office 77 Newton Road, Lowton, Warrington, England, WA3 2AP and at Companies House.

The Company has taken advantage of the exemption under section 402 of the Companies Act 2006 not to prepare consolidated financial statements for the group it heads. All subsidiaries were dormant during the current and comparative reporting periods and the consolidated results would not differ materially from the results presented.

COMMHOIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 13 -
1.2
Going concern

The Directors of the Company and its parent undertaking, Lowton Infrastructure Group Limited ("LIG"), prepare detailed cash flow forecasts and reforecasts as part of the ongoing business planning process. In assessing the appropriateness of the going concern basis of preparation, the Directors have reviewed forecasts covering a period of at least twelve months from the date of approval of these financial statements, together with sensitised downside scenarios reflecting potential trading variability and wider market conditions.

The Company operates within the telecommunications infrastructure sector, which has experienced a significant reduction in activity during the current and preceding financial periods. This has principally arisen from delays in capital expenditure programmes following the merger and integration of major network providers, resulting in lower levels of contract activity throughout the supply chain. Consequently, the Company experienced a significant reduction in revenue during the year ended 31 May 2025 and incurred a trading loss, resulting in an increased reliance on support from its parent undertaking, lenders and investors to meet working capital requirements.

Management has implemented a number of operational and cost-efficiency measures designed to align the cost base with current trading levels whilst retaining the operational capability required to support future growth. The Directors' forecasts assume a gradual recovery in market activity and contract volumes over the forecast period.

As detailed in note 23 (Events after the balance sheet date), f ollowing the year end and prior to the approval of these financial statements, the Company and its wider G roup completed a refinancing and funding package involving its existing lender, Shawbrook Bank Limited ("Shawbrook"), and its majority investor, Key Capital Partners ("KCP"). As part of this process:

- KCP subscribed for a further £1.4 million of secured loan notes issued by the Company's parent undertaking, Lowton Infrastructure Group Limited, the proceeds of which were advanced to the Company as additional working capital; and,

- Shawbrook entered into a Fifth Amendment Deed in respect of the Company's asset based lending facilities, which included part repayment of the company loan, the waiver of existing covenant breaches, revised covenant requirements, amended repayment terms and continued availability of funding facilities which, subject to compliance with the revised terms, extend beyond the period covered by the directors' going concern assessment.

The Directors' forecasts indicate that the Company and its wider Group will have sufficient liquidity to meet liabilities as they fall due throughout the forecast period and are expected to remain compliant with the revised financial covenants agreed with Shawbrook. These forecasts are however dependent upon the successful delivery of forecast trading performance, the continued availability of existing funding arrangements and the ongoing compliance with banking covenants. Group loan note holders have given their written support indicating no intention to call in repayment of loan notes within 12 months of approval of the financial statements, however, all loan notes are subordinated to the Shawbrook asset based lending agreement and therefore repayment cannot be required unless permitted under the terms of the 36 month intercreditor agreement dated 11 July 2023 and subsequently amended.

Accordingly, whilst the Directors have concluded that it remains appropriate to prepare the financial statements on a going concern basis, the necessity to increase existing funding arrangements after the balance sheet date and the reliance up on an improvement in forecast trading performance for future covenant compliance indicates the existence of a material uncertainty that may cast significant doubt upon 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.

COMMHOIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 14 -

Nevertheless, having considered the forecasts, available facilities, support from the Group's lenders and investors, and the actions available to management, the Directors have a reasonable expectation that the Company will have adequate resources to continue in operational existence for a period of at least twelve months from the date of approval of these financial statements and have therefore prepared the financial statements on the going concern basis.

1.3
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and 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.

Rendering of services

Turnover from a contract to provide services in relation to the short-term hire of equipment 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 company 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.

1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, 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
10% Straight Line
Fixtures and fittings
10% and 33% Straight Line
Motor vehicles
25% Straight Line

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
Fixed asset investments

Interests in subsidiar y 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.

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

COMMHOIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 15 -
1.6
Impairment of fixed assets

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

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

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

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

1.7
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, invoice finance facilities and bank overdrafts. Bank overdrafts and utilised invoice finance facilities are shown within other borrowings, as current liabilities due within one year.

1.8
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

All of the company assets are considered basic financial assets.

COMMHOIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 16 -
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.

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 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

All of the company liabilities are considered basic financial liabilities.

Derecognition of financial liabilities

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

1.9
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.

COMMHOIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 17 -
1.10
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account 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.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

1.11
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.

1.12
Retirement benefits

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

1.13
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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

COMMHOIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 18 -
1.14
Government grants

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

A grant that specifies performance conditions is recognised in income when the performance conditions 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
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.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Going Concern

In assessing the appropriateness of the going concern basis of preparation, the Directors exercised significant judgement in determining whether the Company's forecast trading performance and cash generation are achievable over the going concern assessment period.

This judgement incorporates assumptions regarding the anticipated recovery in telecommunications infrastructure investment, conversion of the Company's forecast sales pipeline into revenue, the successful delivery of operational and cost-efficiency measures and continued compliance with the amended banking covenants following the post year-end refinancing. The Directors have also considered the continued support of the Group's lenders and majority investor, including the additional £1.4 million loan note funding and the restructuring and extension of the Group's financing arrangements completed on 5 June 2026. Such judgement also considers that investors cannot recall existing loan notes (now outside of repayment terms and payable on demand) until such time that the Shawbrook asset based lending agreement has been satisfied, in accordance with an intercreditor agreement dated 11 July 2023 and subsequently amended.

This assessment involved a detailed review of the company’s profit and loss and cash flow forecasts covering a period of at least twelve months from the date of approval of the financial statements. The directors considered the group’s wider business plans and funding arrangements when reviewing these forecasts for a period of at least twelve months following approval of these financial statements and concluded that, whilst a material uncertainty related to going concern exists as disclosed in note 1.2, it remains appropriate to prepare the financial statements on the going concern basis.

COMMHOIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 19 -
Key sources of estimation uncertainty

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

Credit Note Provision

At each balance sheet date there is an expectation that a number of sales invoices raised within the year, and outstanding at the year end, are not expected to be paid and therefore will be credit noted after the year end. Such credit notes arise as a result of actions such as delayed works, planning rejections and queries over missing paperwork or other documentation. At the balance sheet date, there is uncertainty around the exact amount of any provision here, as often information can come to light much later. The directors have duly provided for these cancelled sales invoices in the form of a credit note provision which encompasses a percentage of closing trade debtors, provided for based upon their professional judgement, after analysing both the history and likelihood of such cancellations occurring on an annual basis.

Useful life of fixed assets

The useful economic life of tangible fixed assets is judged at the point of purchase and reviewed at each financial reporting date. The company depreciates its tangible assets over their estimated useful lives. The estimates of the useful lives of assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied. The directors use readily available information to assist in this judgement including analysing the fair value of similar products sold in the wider marketplace as well as the history of gains/losses made on disposal by the Company.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Sale of Services
9,149,829
16,781,809
2025
2024
£
£
Other revenue
Grants received
4,990
12,034

All turnover is attributable to sales made in the United Kingdom.

4
Exceptional item
2025
2024
£
£
Expenditure
Exceptional costs in the year
405,410
-

Exceptional items relate to staff restructuring costs and professional fees relating to one-off due diligence during the year for a postponed acquisition.

COMMHOIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 20 -
5
Operating (loss)/profit
2025
2024
Operating (loss)/profit for the year is stated after charging/(crediting):
£
£
Government grants
(4,990)
(12,034)
Fees payable to the company's auditor for the audit of the company's financial statements
20,395
19,610
Depreciation of tangible fixed assets
838,621
938,143
Profit on disposal of tangible fixed assets
(134,136)
(85,094)
Operating lease charges
295,536
230,983
6
Employees

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

2025
2024
Number
Number
Production
66
85
Administration and support
27
33
Total
93
118

Their aggregate remuneration comprised:

2025
2024
£
£
Wages and salaries
3,618,635
4,796,930
Social security costs
436,448
560,596
Pension costs
82,400
124,046
4,137,483
5,481,572
7
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
319,008
687,854
Company pension contributions to defined contribution schemes
10,908
30,400
329,916
718,254

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 7 (2024 - 7).

COMMHOIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
7
Directors' remuneration
(Continued)
- 21 -
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
133,731
141,380
Company pension contributions to defined contribution schemes
6,417
6,304
8
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
164,751
250,471
Interest on finance leases and hire purchase contracts
176,953
120,181
341,704
370,652
9
Taxation
2025
2024
£
£
Current tax
Adjustments in respect of prior periods
-
0
1,245
Tax relating to prior year adjustments recognised in profit or loss
-
0
(69)
Total current tax
-
0
1,176
Deferred tax
Origination and reversal of timing differences
(463,711)
87,221
Adjustment in respect of prior periods
(292)
-
0
Total deferred tax
(464,003)
87,221
Total tax (credit)/charge
(464,003)
88,397
COMMHOIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
9
Taxation
(Continued)
- 22 -

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

2025
2024
£
£
(Loss)/profit before taxation
(2,027,480)
612,045
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(506,870)
153,011
Tax effect of expenses that are not deductible in determining taxable profit
41,668
34,431
Adjustments in respect of prior years
-
0
1,245
Group relief
-
0
(100,221)
Other permanent differences
1,492
-
0
Deferred tax adjustments in respect of prior years
(293)
(69)
Taxation (credit)/charge for the year
(464,003)
88,397
10
Tangible fixed assets
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
Cost
At 1 June 2024
5,018,093
856,496
1,876,627
7,751,216
Additions
528,000
24,923
27,077
580,000
Disposals
(1,664,961)
-
0
(467,631)
(2,132,592)
At 31 May 2025
3,881,132
881,419
1,436,073
6,198,624
Depreciation and impairment
At 1 June 2024
1,412,234
563,684
1,310,587
3,286,505
Depreciation charged in the year
421,967
144,450
272,204
838,621
Eliminated in respect of disposals
(821,493)
-
0
(435,902)
(1,257,395)
At 31 May 2025
1,012,708
708,134
1,146,889
2,867,731
Carrying amount
At 31 May 2025
2,868,424
173,285
289,184
3,330,893
At 31 May 2024
3,605,859
292,812
566,040
4,464,711
COMMHOIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
10
Tangible fixed assets
(Continued)
- 23 -

Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:

2025
2024
£
£
Plant and equipment
2,690,058
3,116,977
Motor vehicles
222,899
532,097
2,912,957
3,649,074
11
Fixed asset investments
2025
2024
Notes
£
£
Investments in subsidiaries
12
100
100
12
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Redtrail Limited - Dormant
77 Newton Road, Lowton, Warrington WA3 2AP
Ordinary
100.00
13
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
1,397,292
2,266,466
Corporation tax recoverable
7,922
7,922
Amounts owed by group undertakings
1,169,923
2,746,938
Other debtors
58,259
626,239
Prepayments and accrued income
445,591
589,699
3,078,987
6,237,264

Trade debtors are secured against the invoice financing facility balances to which they relate (as detailed in notes 14 and 16).

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

COMMHOIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 24 -
14
Creditors: amounts falling due within one year
2025
2024
Notes
£
£
Bank loans
16
560,224
500,000
Obligations under finance leases
17
815,347
1,102,619
Invoice financing facility
16
358,694
850,844
Trade creditors
786,689
1,608,415
Amounts owed to group undertakings
100
100
Taxation and social security
88,464
117,239
Other creditors
3,192
3,638
Accruals and deferred income
683,821
910,560
3,296,531
5,093,415

Invoice financing facility balances are secured against the trade debtor balances to which they relate (as detailed in note 13).

Finance lease and hire purchase obligations are secured over the assets to which they relate (as detailed in note 10).

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

Details of bank loans secured against the company falling due within one year are included in note 16 of the financial statements.

15
Creditors: amounts falling due after more than one year
2025
2024
Notes
£
£
Bank loans and overdrafts
16
224,090
583,333
Obligations under finance leases
17
1,496,064
1,596,398
1,720,154
2,179,731

Finance lease and hire purchase obligations are secured over the assets to which they relate (as detailed in note 10).

Details of bank loans secured against the company falling due after more than one year are included in note 16 of the financial statements.

COMMHOIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 25 -
16
Loans and overdrafts
2025
2024
£
£
Bank loans
784,314
1,083,333
Invoice financing facility
358,694
850,844
1,143,008
1,934,177
Payable within one year
918,918
1,350,844
Payable after one year
224,090
583,333

Invoice financing and asset based lending (bank loans) facilities are provided by Shawbrook Bank Limited. These facilities are secured by way of a fixed and floating charge dated 11 July 2023 over the assets of the Company and certain Group undertakings.

The cashflow facility bears interest at a variable rate of 4.95% above the Bank of England base rate and is secured by the same fixed and floating charge arrangements. Further details of amendments to the Company's funding arrangements and covenant requirements are disclosed in Note 1.2 and Note 23.

17
Finance lease obligations
2025
2024
Amounts due:
£
£
Within one year
815,347
1,102,619
After more than one year
1,496,064
1,596,398
2,311,411
2,699,017
2025
2024
Future minimum lease payments due under finance leases:
£
£
Within one year
815,347
1,102,619
In two to five years
1,496,064
1,596,398
2,311,411
2,699,017

Finance lease payments represent rentals payable by the company for certain items of plant and machinery (as detailed in note 10 of the financial statements). Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 4 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments. Finance leases are secured over the assets to which they relate.

COMMHOIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 26 -
18
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2025
2024
Balances:
£
£
Accelerated capital allowances
820,484
1,097,733
Tax losses
(188,127)
-
Short term timing differences
(704)
(2,077)
631,653
1,095,656
2025
Movements in the year:
£
Liability at 1 June 2024
1,095,656
Credit to profit or loss
(464,003)
Liability at 31 May 2025
631,653

The deferred tax liability set out above relates to accelerated capital allowances in excess of losses available for offset, that are expected to mature in a future period. A future rate of corporation tax of 25% has been used throughout.

19
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
82,400
124,046

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

20
Share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
50,760
50,760
50,760
50,760
COMMHOIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 27 -
21
Operating lease commitments
As lessee

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

2025
2024
£
£
Within 1 year
183,041
186,169
Years 2-5
641,731
655,091
After 5 years
465,726
642,181
1,290,498
1,483,441
22
Guarantees

Alongside the bank guarantee detailed in note 16 of the financial statements, on 6th February 2020 the Company granted security in favour of its majority investor, Key Capital Partners (Nominees) Limited, in the form of a legal mortgage, and fixed and floating charges over all properties, estate and interests of the Company in any freehold or leasehold property in England and Wales.

COMMHOIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 28 -
23
Events after the reporting date

Subsequent to the year end and prior to the approval of these financial statements, the Company supported by its wider Group headed by Lowton Infrastructure Group Limited ("LIG") completed a refinancing and funding package involving its existing lender, Shawbrook Bank Limited ("Shawbrook"), and its majority investor, Key Capital Partners ("KCP").

On 5 June 2026, KCP subscribed for £1.4 million of secured loan notes issued by Lowton Infrastructure Group Limited. Under a related agreement, the proceeds were made available to Commhoist Limited to provide additional working capital for the Group's operations. The resulting intercompany loan created by this transaction and repayable to Lowton Infrastructure Group Limited, by Commhoist Limited, is interest free and repayable on demand.

In conjunction with this funding, the Company entered into a Fifth Amendment Deed with Shawbrook in respect of its existing asset based lending facilities. Under the amended arrangements, Shawbrook formally waived certain historic covenant breaches, revised covenant requirements, amended repayment terms and restructured the remaining cashflow facility. The amended facilities continue to be supported by existing security arrangements provided by Group companies.

As part of the refinancing package, the Group's remaining cashflow facility was partly repaid down to a balance of £371,324 and revised repayment terms were agreed, with the amended facilities extending beyond the period covered by the directors' going concern assessment. The amended arrangements also incorporated the additional £1.4 million investor funding within the Group's financing structure and reset covenant requirements to reflect the Group's revised forecasts and funding arrangements.

The directors have assessed these matters as non-adjusting events after the reporting date in accordance with Section 32 of FRS 102, as the agreements were entered into after 31 May 2025 and do not provide evidence of conditions that existed at the reporting date. Accordingly, no adjustment has been made to the amounts recognised in these financial statements.

The directors consider that the additional funding obtained and the continued support demonstrated by Shawbrook and KCP materially strengthen the Group's liquidity position and form an important component of the directors' going concern assessment described in Note 1.2.

24
Related party transactions

The Company has taken advantage of the exemption conferred by FRS 102 paragraph 33.1A and has not disclosed transactions or outstanding balances with its fellow subsidiary undertakings or its parent company, Lowton Infrastructure Group Limited, on the basis that all relevant companies are directly or indirectly wholly owned by the parent company, where group accounts are prepared, in which these companies are included.

During the year, the director and shareholder, Mr H R Kerslake received £12,000 (2024: £12,000) for the rental of a unit for business storage and £nil (2024: £4,500) with regards to box hire. At the year end £1,000 (2024: £1,000) was outstanding in respect of these costs and is included in creditors due within one year (note 14) of the financial statements.

Also during the year, the company made payments to Key Capital Partners LLP a Limited Liability Partnership registered in the United Kingdom and the ultimate controlling party of the Company, being an entity under common control, totalling £12,747 (2024 - £50,828) for investment monitoring fees incurred during the year.

COMMHOIST LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 29 -
25
Ultimate controlling party

The Company's ultimate parent undertaking is Lowton Infrastructure Group Limited, a company incorporated in England and Wales under registration number 12422985. Group accounts are prepared, in which this Company's results are included and are available from 77 Newton Road, Lowton, Warrington WA3 2AP and Companies House. At the balance sheet date, the ultimate controlling parties, by virtue of their shareholding in the parent company are Key Capital Partners VIII (Nominees) Limited.

On 30 September 2024 Key Capital Partners VIII (Nominees) Limited replaced Key Capital Partners (Nominees) Limited as person with significant control of the Parent Company. Ultimate beneficial ownership did not change due to the connected nature of these entities, by virtue of them both being wholly owned by Key Capital Partners LLP, a Limited Liability Partnership incorporated in the United Kingdom. The persons with significant control of Key Capital Partners LLP are Mr James Hall, Mr James Excell and Mr Philip Duquenoy.

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