Company registration number 12422985 (England and Wales)
LOWTON INFRASTRUCTURE GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
LOWTON INFRASTRUCTURE GROUP 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
12422985
Registered office
77 Newton Road
Lowton
Warrington
WA3 2AP
Auditor
MHA
Exchange Station
Tithebarn Street
Liverpool
L2 2QP
Bankers
Shawbrook Bank
129 Deansgate
Manchester
M3 3WR
Santander
298 Deansgate
Manchester
M3 4HH
LOWTON INFRASTRUCTURE GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditor's report
7 - 9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 39
LOWTON INFRASTRUCTURE GROUP 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

The principal activity of the Company is that of a holding company.

The principal activity of the Group is that of the provision of logistics and lifting services 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

Lowton Infrastructure Group Limited itself does not trade although it recorded an individual loss for the year of £1,102,633 (2024: £804,574 loss) which arose due to interest accrued and remaining unpaid on loan notes.

The Group's consolidated loss for the year ended 31 May 2025 was £3,372,562 (2024: £987,378). A consolidated loss was incurred due to the loan note interest and the amortisation of consolidated goodwill. Repayment of loan note interest was waived in the prior year and continued to be waived during the year with it continuing to accrue only. The Group's trading subsidiary Commhoist Ltd recorded a net loss before consolidation adjustments of £1,563,477 (2024: £523,648 profit). The directors consider that the reduction in trading activity principally reflects temporary market conditions affecting the telecommunications infrastructure sector rather than a permanent deterioration in the Group's underlying business.

At the year end the Group's trading subsidiary had net assets of £880,503 (2024: £2,443,980) and the Group has consolidated net liabilities of £7,676,414 (2024: £4,303,997). Such significant net liabilities have been incurred through the sizeable loan notes being carried in favour of the majority shareholders of the Group totalling £9,104,514 (2024: £7,527,639). Along with a significant refinancing and covenant reset after the balance sheet date, as detailed in note 24 of the financial statements, repayment of these loans and associated accumulated interest has continued to be waived for a period of at least 12 months following approval of the financial statements, with this continued support confirmed by the investor at the point of approval of the financial statements. These events and conditions indicate the existence of a material uncertainty that may cast significant doubt on the entity's ability to continue as a going concern, as detailed in the Going Concern assessment at Note 1.4 of the financial statements.

LOWTON INFRASTRUCTURE GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 2 -
Principal risks and uncertainties

The principal risks and uncertainties faced by the Group 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 Group.

- Financial risks - The Group'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 Group'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.

Future Developments

Subject to market conditions and customer investment decisions, the group 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, group turnover encompasses £512,905 (2024: £847,413) derived from services provided to the electric vehicle market. The group 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 group 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.

LOWTON INFRASTRUCTURE GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 3 -
Key performance indicators

The Group'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
Consolidated Turnover | £9,149,829 | £16,781,809
Consolidated Gross Profit Margin | 36% | 38%
Consolidated Net Profit Margin | (37%) | (6%)
Debtor Days | 56 days | 49 days
Number of Cranes in Operation | 20 Cranes | 22 Cranes

Conclusion

Lowton Infrastructure Group Limited 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
LOWTON INFRASTRUCTURE GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MAY 2025
- 4 -

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

Results and dividends

The results for the year are set out on page 10.

No ordinary dividends were paid (2024: £nil). The directors do not recommend payment of a further 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 Group 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 £1.64 million and £1.4 million of funding from Key Capital Partners through secured loan notes issued by the company, together with amendments to the Group'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 Group's lenders and investors and to provide additional liquidity to support future operations. Further details are provided in Note 24 of 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 true group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group'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 auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

LOWTON INFRASTRUCTURE GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 5 -
Going concern

The Directors of the Company prepare detailed cash flow forecasts and reforecasts for the Group headed by Lowton Infrastructure Group Limited as part of the ongoing business planning process. In making their assessment in respect of going concern, the Directors have reviewed these forecasts, together with downside scenarios reflecting challenging market conditions affecting the Group's trading subsidiary, Commhoist Limited. The Directors have a reasonable expectation, on the basis of the refinancing completed after the year end and the continued support of the Group's lenders and majority investor, that the Company and the wider Group will continue in operational existence for the foreseeable future.

Further details of the Directors' going concern assessment, including significant events which indicate the existence of a material uncertainty related to going concern, are set out in Note 1.4 to the financial statements.

On behalf of the board
Ms L Bateman
Director
8 July 2026
LOWTON INFRASTRUCTURE GROUP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MAY 2025
- 6 -

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

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

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

- select suitable accounting policies and then apply them consistently;

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

- state whether applicable U nited K ingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

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

LOWTON INFRASTRUCTURE GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF LOWTON INFRASTRUCTURE GROUP LIMITED
- 7 -
Opinion

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

In our opinion, the financial statements:

- give a true and fair view of the state of the group's and the parent company's affairs as at 31 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 Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our 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 1.4 in the financial statements, which explains that the Group's ability to continue as a going concern is dependent upon the future trading performance, cash generation and financing arrangements of its principal trading subsidiary, Commhoist Limited, following the significant reduction in trading activity experienced during the year.

As stated in Note 1.4, these events and conditions, together with the other matters described therein, indicate that a material uncertainty exists that may cast significant doubt on the Group's and 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.

LOWTON INFRASTRUCTURE GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF LOWTON INFRASTRUCTURE GROUP LIMITED
- 8 -

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.

Opinions on other matters prescribed by the Companies Act 2006

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

- T he 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 group and the parent company and their 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 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' 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 group's and 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 parent 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.

LOWTON INFRASTRUCTURE GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF LOWTON INFRASTRUCTURE GROUP LIMITED
- 9 -

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:

- 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 parent company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the parent company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

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)
LOWTON INFRASTRUCTURE GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2025
- 10 -
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 expenses
(5,471,679)
(5,864,935)
Other operating income
4,990
12,034
Adjusted EBITDA*
(441,753)
1,920,840
Other administrative expenses:
- Depreciation
(838,621)
(938,143)
- Amortisation
(706,452)
(706,452)
- Exceptional item - restructuring costs and professional fees
4
(405,410)
-
0
Operating (loss)/profit
5
(2,392,236)
276,245
Interest payable and similar expenses
8
(1,354,423)
(1,175,226)
Loss before taxation
(3,746,659)
(898,981)
Tax on loss
9
374,097
(88,397)
Loss for the financial year
(3,372,562)
(987,378)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.

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

The notes on pages 16 to 39 form part of these financial statements.

LOWTON INFRASTRUCTURE GROUP LIMITED
GROUP BALANCE SHEET
AS AT
31 MAY 2025
31 May 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
10
3,296,776
4,003,228
Total intangible assets
3,296,776
4,003,228
Tangible assets
11
3,330,893
4,464,711
6,627,669
8,467,939
Current assets
Debtors
14
1,919,003
3,500,265
Cash at bank and in hand
118,861
110,707
2,037,864
3,610,972
Creditors: amounts falling due within one year
15
(13,990,140)
(5,669,789)
Net current liabilities
(11,952,276)
(2,058,817)
Total assets less current liabilities
(5,324,607)
6,409,122
Creditors: amounts falling due after more than one year
16
(1,720,154)
(9,707,369)
Provisions for liabilities
Deferred tax liability
19
631,653
1,005,750
(631,653)
(1,005,750)
Net liabilities
(7,676,414)
(4,303,997)
Capital and reserves
Called up share capital
21
251
106
Share premium account
996
996
Profit and loss reserves
(7,677,661)
(4,305,099)
Total equity
(7,676,414)
(4,303,997)

The notes on pages 16 to 39 form part of these financial statements.

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

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:
08 July 2026
Ms L Bateman
Director
Company registration number 12422985 (England and Wales)
LOWTON INFRASTRUCTURE GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 31 MAY 2025
31 May 2025
- 12 -
2025
2024
Notes
£
£
£
£
Fixed assets
Investments
12
7,459,105
7,459,105
Current assets
Debtors
14
9,939
9,939
Creditors: amounts falling due within one year
15
(11,863,734)
(3,323,514)
Net current liabilities
(11,853,795)
(3,313,575)
Total assets less current liabilities
(4,394,690)
4,145,530
Creditors: amounts falling due after more than one year
16
-
0
(7,527,638)
Provisions for liabilities
Deferred tax liability
19
-
0
(89,906)
-
89,906
Net liabilities
(4,394,690)
(3,292,202)
Capital and reserves
Called up share capital
21
251
106
Share premium account
996
996
Profit and loss reserves
(4,395,937)
(3,293,304)
Total equity
(4,394,690)
(3,292,202)

The notes on pages 16 to 39 form part of these financial statements.

As permitted by section 408 of the Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £1,102,633 (2024 - £804,574 loss).

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:
08 July 2026
Ms L Bateman
Director
Company registration number 12422985 (England and Wales)
LOWTON INFRASTRUCTURE GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2025
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 June 2023
106
996
(3,317,721)
(3,316,619)
Year ended 31 May 2024:
Loss and total comprehensive income
-
-
(987,378)
(987,378)
Balance at 31 May 2024
106
996
(4,305,099)
(4,303,997)
Year ended 31 May 2025:
Loss and total comprehensive income
-
-
(3,372,562)
(3,372,562)
Issue of share capital
21
145
-
0
-
145
Balance at 31 May 2025
251
996
(7,677,661)
(7,676,414)

The notes on pages 16 to 39 form part of these financial statements.

LOWTON INFRASTRUCTURE GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2025
- 14 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 June 2023
106
996
(2,488,730)
(2,487,628)
Year ended 31 May 2024:
Loss and total comprehensive income for the year
-
-
(804,574)
(804,574)
Balance at 31 May 2024
106
996
(3,293,304)
(3,292,202)
Year ended 31 May 2025:
Loss and total comprehensive income
-
-
(1,102,633)
(1,102,633)
Issue of share capital
21
145
-
0
-
145
Balance at 31 May 2025
251
996
(4,395,937)
(4,394,690)

The notes on pages 16 to 39 form part of these financial statements.

LOWTON INFRASTRUCTURE GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MAY 2025
- 15 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
27
(477,722)
1,522,352
Interest paid
(341,704)
(568,633)
Income taxes paid
-
0
(7,922)
Net cash (outflow)/inflow from operating activities
(819,426)
945,797
Investing activities
Purchase of tangible fixed assets
(580,000)
(2,204,101)
Proceeds from disposal of tangible fixed assets
1,009,333
1,037,227
Net cash generated from/(used in) investing activities
429,333
(1,166,874)
Financing activities
Proceeds from issue of shares
145
-
Net (repayment)/introduction of other non-bank loans
1,576,877
(130,001)
Net (repayment)/introduction of invoice finance
(492,150)
(1,231,172)
Net (repayment)/introduction of bank loans
(299,019)
1,083,333
Net (payment)/introduction of finance lease obligations
(387,606)
443,873
Net cash generated from financing activities
398,247
166,033
Net increase/(decrease) in cash and cash equivalents
8,154
(55,044)
Cash and cash equivalents at beginning of year
110,707
165,751
Cash and cash equivalents at end of year
118,861
110,707

The notes on pages 16 to 39 form part of these financial statements.

LOWTON INFRASTRUCTURE GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2025
- 16 -
1
Accounting policies
Company information

Lowton Infrastructure Group Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 77 Newton Road, Lowton, Warrington, WA3 2AP.

The group consists of Lowton Infrastructure Group Limited and all of its subsidiaries.

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.

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

- Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

- 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.

1.2
Business combinations

In the parent company financial statements, t he cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. I nvestments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

LOWTON INFRASTRUCTURE GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 17 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Lowton Infrastructure Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

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

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

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

1.4
Going concern

The Directors of the Company prepare detailed consolidated cash flow forecasts and reforecasts for the Group headed by Lowton Infrastructure Group Limited ("the Group") 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's principal asset is its investment in its wholly owned trading subsidiary, Commhoist Limited. Accordingly, the Company's ability to continue as a going concern is dependent upon the future trading performance, cash generation and financing arrangements of the Group as a whole. During the year ended 31 May 2025, Commhoist Limited experienced a significant reduction in trading activity following delays to capital expenditure programmes across the telecommunications infrastructure sector. This resulted in a substantial reduction in Group revenue and profitability and an increased reliance on support from the Group's lenders and investors to meet working capital requirements.

Management has implemented a number of operational and cost-efficiency measures designed to align the Group's cost base with current trading levels whilst retaining the operational capability required to support future growth. In preparing their forecasts, the Directors have exercised judgement regarding the timing and extent of an expected recovery in telecommunications infrastructure investment, based upon market announcements, customer engagement, the Group's secured order book and forecast pipeline, together with the operational actions taken by management.

As detailed in Note 24 (Events after the reporting date), following the year end and prior to the approval of these financial statements, the Group completed a refinancing and funding package involving Shawbrook Bank Limited ("Shawbrook") and Key Capital Partners ("KCP"). As part of this process:

- KCP subscribed for a further £1.4 million of secured loan notes issued by Lowton Infrastructure Group Limited. The proceeds were advanced to Commhoist Limited to provide additional working capital and support the Group's future operations.

- Shawbrook entered into a Fifth Amendment Deed in respect of the Group's existing asset based lending arrangements, including the waiver of historic 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; and,

LOWTON INFRASTRUCTURE GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 18 -

- As part of the wider refinancing, approximately 75% of the outstanding vendor loan notes were transferred to Key Capital Partners, simplifying the Group's capital structure and aligning the majority of subordinated funding with its principal investor.

The Directors' forecasts indicate that the Group will have sufficient liquidity to meet its 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 (by its trading subsidiary), 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 upon an improvement in forecast trading performance for future covenant compliance indicates the existence of a material uncertainty that may cast significant doubt upon the Group's ability to continue as a going concern. The financial statements do not include any adjustments that would result if the Group or Company were unable to continue as a going concern.

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 Group and 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.

1.5
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.

LOWTON INFRASTRUCTURE GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 19 -
1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
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 recognised in the profit and loss account.

1.8
Fixed asset investments

I n the parent company financial statements, investments in subsidiarie s are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

1.9
Impairment of fixed assets

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

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

LOWTON INFRASTRUCTURE GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 20 -

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.

1.10
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.

1.11
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

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

Basic financial assets

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 m ethod 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 Group assets are basic financial assets.

LOWTON INFRASTRUCTURE GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 21 -
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 group 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 group 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. 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.

Other financial liabilities

All of the Group liabilities are basic financial liabilities.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.12
Equity instruments

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

LOWTON INFRASTRUCTURE GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 22 -
1.13
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 group’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.

1.14
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.

1.15
Retirement benefits

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

1.16
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 d asset are consumed.

LOWTON INFRASTRUCTURE GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
1
Accounting policies
(Continued)
- 23 -
1.17
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 group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

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

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 have exercised significant judgement in determining whether the Group'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, the conversion of the Group's forecast sales pipeline into revenue, the successful delivery of operational and cost-efficiency measures, and continued compliance with the amended banking covenants agreed 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.

In forming their conclusion, the Directors reviewed detailed consolidated profit and loss and cash flow forecasts together with downside sensitivity analyses covering a period of at least twelve months from the date of approval of the financial statements. The Directors concluded that, whilst a material uncertainty related to going concern exists as disclosed in Note 1.4, it remains appropriate to prepare the financial statements on the going concern basis.

LOWTON INFRASTRUCTURE GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 24 -
Recoverability of investment in subsidiary undertaking

The Company's principal asset is its investment in its wholly owned trading subsidiary, Commhoist Limited. The Directors have exercised significant judgement in assessing whether indicators of impairment exist in respect of this company investment and related goodwill on consolidation in these group financial statements, following the substantial trading losses incurred by Commhoist Limited during the year.

In performing this assessment, the Directors considered whether the reduction in trading activity experienced by Commhoist Limited represents a temporary reduction in trading activity in the telecommunications infrastructure sector, or a permanent diminution in the underlying value of the subsidiary. This assessment included consideration of the Group's detailed business plans and cash flow forecasts, anticipated recovery in telecommunications infrastructure investment, the existing secured order book and sales pipeline, operational and cost-efficiency measures implemented by management, and the refinancing completed after the reporting date, including the continued support of Shawbrook Bank Limited and Key Capital Partners.

Having considered these factors, the Directors concluded that the reduction in trading performance is temporary in nature and that the recoverable amount of the investment exceeds its carrying value. Accordingly, no impairment has been recognised against the Company's investment in Commhoist Limited, as detailed in notes 10 and 12 of the financial statements.

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 group 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 market-place as well as the history of gains/losses made on disposal by the Group.

LOWTON INFRASTRUCTURE GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 25 -
3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Sales 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 within the United Kingdom.

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

Exceptional items relate to staff restructuring costs and professional fees for a postponed acquisition.

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 group's auditor for the audit of the group's financial statements
24,530
23,585
Depreciation of owned tangible fixed assets
838,621
938,143
Profit on disposal of tangible fixed assets
(134,136)
(85,094)
Amortisation of intangible assets
706,452
706,452
Operating lease charges
295,536
230,983
LOWTON INFRASTRUCTURE GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 26 -
6
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Production
66
85
-
-
Administration and support
27
33
-
-
Total
93
118
0
0

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
3,618,635
4,796,930
-
0
-
0
Social security costs
436,448
560,596
-
-
Pension costs
82,400
124,046
-
0
-
0
4,137,483
5,481,572
-
0
-
0
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
Remuneration disclosed above includes 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
LOWTON INFRASTRUCTURE GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 27 -
8
Interest payable and similar expenses
2025
2024
£
£
Interest on bank overdrafts and loans
1,177,470
1,055,045
Interest on finance leases and hire purchase contracts
176,953
120,181
Total finance costs
1,354,423
1,175,226
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
(373,805)
87,221
Adjustment in respect of prior periods
(292)
-
0
Total deferred tax
(374,097)
87,221
Total tax (credit)/charge
(374,097)
88,397

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

2025
2024
£
£
Loss before taxation
(3,746,659)
(898,981)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(936,665)
(224,745)
Tax effect of expenses that are not deductible in determining taxable profit
218,283
211,043
Adjustments in respect of prior years
-
0
1,245
Other permanent differences
1,492
-
0
Deferred tax adjustments in respect of prior years
(293)
(69)
Fixed asset differences
343,086
100,923
Taxation (credit)/charge
(374,097)
88,397
LOWTON INFRASTRUCTURE GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 28 -
10
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 June 2024 and 31 May 2025
7,064,520
Amortisation and impairment
At 1 June 2024
3,061,292
Amortisation charged for the year
706,452
At 31 May 2025
3,767,744
Carrying amount
At 31 May 2025
3,296,776
At 31 May 2024
4,003,228
The company had no intangible fixed assets at 31 May 2025 or 31 May 2024.
11
Tangible fixed assets
Group
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
The company had no tangible fixed assets at 31 May 2025 or 31 May 2024.
LOWTON INFRASTRUCTURE GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
11
Tangible fixed assets
(Continued)
- 29 -

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

Group
Company
2025
2024
2025
2024
£
£
£
£
Plant and equipment
2,690,058
3,116,977
-
0
-
0
Motor vehicles
222,899
532,097
-
0
-
0
2,912,957
3,649,074
-
-
12
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
7,459,105
7,459,105
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 June 2024 and 31 May 2025
7,459,105
Carrying amount
At 31 May 2025
7,459,105
At 31 May 2024
7,459,105
LOWTON INFRASTRUCTURE GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 30 -
13
Subsidiaries

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

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Commhoist Limited
1
Telecommunications services
Ordinary
100.00
-
Commhoist Logistics Limited
1
Dormant
Ordinary
100.00
-
Commhoist Communications Limited
1
Dormant
Ordinary
100.00
-
Telenergy Limited
1
Dormant
Ordinary
100.00
-
Trafficom Limited
1
Dormant
Ordinary
100.00
-
Commgroup Limited
1
Dormant
Ordinary
100.00
-
Renevis Limited
1
Dormant
Ordinary
100.00
-
Redtrail Limited
1
Dormant
Ordinary
0
100.00

Registered office addresses (all UK unless otherwise indicated):

1
77 Newton Road, Lowton, Warrington, England, WA3 2AP
14
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
1,397,292
2,266,466
-
0
-
0
Corporation tax recoverable
17,861
17,861
9,939
9,939
Other debtors
58,259
626,239
-
0
-
0
Prepayments and accrued income
445,591
589,699
-
0
-
0
1,919,003
3,500,265
9,939
9,939

Trade debtors are secured over the invoice financing facility balances to which they relate (as detailed in note 18).

LOWTON INFRASTRUCTURE GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 31 -
15
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Debenture loans
18
9,104,515
-
0
9,104,515
-
0
Bank loans
18
560,224
500,000
-
0
-
0
Obligations under finance leases
17
815,347
1,102,619
-
0
-
0
Invoice financing facility
18
358,694
850,844
-
0
-
0
Trade creditors
786,689
1,608,415
-
0
-
0
Amounts owed to group undertakings
-
0
-
0
1,170,025
2,747,040
Other taxation and social security
88,464
117,239
-
0
-
0
Other creditors
3,192
3,638
-
0
-
0
Accruals and deferred income
2,273,015
1,487,034
1,589,194
576,474
13,990,140
5,669,789
11,863,734
3,323,514

Invoice financing balances are secured over the trade debtor balances to which they relate (as detailed in note 14).

Finance lease and hire purchase obligations are secured over the assets to which they relate (as detailed in note 11).

Details of secured bank loans and invoice financing facilities secured against the Group, falling due within one year, are included in note 1 8 of the financial statements.

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

16
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Other non-bank loans
18
-
0
7,527,638
-
0
7,527,638
Bank loans
18
224,090
583,333
-
0
-
0
Obligations under finance leases
17
1,496,064
1,596,398
-
0
-
0
1,720,154
9,707,369
-
7,527,638

Finance lease and hire purchase obligations are secured over the assets to which they relate (as detailed in note 11).

Details of secured bank loans secured against the Group, falling due after more than one year, are included in note 18 of the financial statements.

LOWTON INFRASTRUCTURE GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 32 -
17
Finance lease obligations
Group
Company
2025
2024
2025
2024
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
815,347
1,102,619
-
0
-
0
In two to five years
1,496,064
1,596,398
-
0
-
0
2,311,411
2,699,017
-
-

Finance lease payments represent rentals payable by the Group for certain items of plant and machinery (as detailed in note 11 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.

LOWTON INFRASTRUCTURE GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 33 -
18
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Other non-bank loans
9,104,515
7,527,638
9,104,515
7,527,638
Bank loans
784,314
1,083,333
-
0
-
0
Invoice finance facility
358,694
850,844
-
0
-
0
10,247,523
9,461,815
9,104,515
7,527,638
Payable within one year
10,023,433
1,350,844
9,104,515
-
0
Payable after one year
224,090
8,110,971
-
0
7,527,638

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

Other non-bank loans relate to £7.5m of loan notes issued on 6th February 2020 at a fixed interest rate of 10% per annum, payable quarterly in arrears. These loan notes were repayable in full on the fourth anniversary of their granting, being February 2024. On 29 April 2025, a further £1.6m of loan notes were issued at a fixed interest rate of 12% per annum and with a repayment date of 21 April 2026.

All non-bank loan notes are subject to an intercreditor agreement signed 11 July 2023, subordinating loan note investors secondary to the Shawbrook asset based lending facility which has first call on all capital and interest repayments or upon distribution following liquidation of the Group. Whilst the above loan notes all fall due within one year, their repayment during this period is unlikely on the basis that the associated Shawbrook asset based lending agreement dated 11 July 2023 is due for repayment after 36 months on 11 July 2026; being a date in more than one year after the balance sheet date. All loan notes remain categorised as due within one year following the ongoing covenant waivers and events disclosed within the directors review of going concern at note 1.4 of the financial statements.

A substantial restructure of loan notes and the Shawbrook lending agreement was undertaken after the balance sheet date, in exchange for additional loan notes subscribed for by Key Capital Partners, as described in Note 24.

Details of the amendments to the Group's funding arrangements, covenant requirements and refinancing are disclosed in Note 1.4 (Going Concern) and Note 24 (Events after the reporting date).

LOWTON INFRASTRUCTURE GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 34 -
19
Deferred taxation

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

Liabilities
Liabilities
2025
2024
Group
£
£
Accelerated capital allowances
820,484
1,019,210
Tax losses
(188,127)
-
Short term timing differences
(704)
(13,460)
631,653
1,005,750
Liabilities
Liabilities
2025
2024
Company
£
£
Accelerated capital allowances
-
(78,523)
Short term timing differences
-
(11,383)
-
(89,906)
Group
Company
2025
2025
Movements in the year:
£
£
Liability/(Asset) at 1 June 2024
1,005,750
(89,906)
(Credit)/charge to profit or loss
(374,097)
89,906
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.

20
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
82,400
124,046

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

LOWTON INFRASTRUCTURE GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 35 -
21
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of 1p each
17,529
3,900
175
39
Ordinary B shares of 1p each
5,013
4,900
50
49
Ordinary C shares of 1p each
1,040
1,000
10
10
Ordinary D shares of 1p each
400
400
4
4
Ordinary E shares of 1p each
425
425
4
4
Ordinary F shares of 1p each
843
-
8
-
25,250
10,625
251
106

Following adoption of the articles of association passed on 23 July 2025:

Each Ordinary A, B, C, E and F share carry voting rights but only Ordinary A, B and F shares are entitled to dividends, with Ordinary A shares receiving priority.

All Ordinary shares have the right to participate in a return of assets (whether liquidation, capital reduction or otherwise) in accordance with and subject to the articles, with Ordinary A shares receiving priority.

On 30 September 2024, the Company allocated an additional 2,425 A shares to Key Capital Partners VIII (Nominees) Limited in return for additional funding in the form of a loan note instrument. On the same date Key Capital Partners (Nominees) Limited transferred its original shareholding in the company to Key Capital Partners VIII (Nominees) Limited.

On 23 October 2024, the Company allocated 787 F shares to Key Capital Partners VIII (Nominees) Limited in return for additional funding in the form of a loan note instrument.

On 29 April 2025, the Company allocated an additional 11,413 A shares to Key Capital Partners VIII (Nominees) Limited in return for additional funding in the form of a loan note instrument

As disclosed in the events after the balance sheet date note 24, on 23 July 2025, the Company allocated 185,000 G shares and 800,000 H shares to Key Capital Partners VIII (Nominees) Limited in return for additional funding in the form of a loan note instrument. Both Ordinary G and H shares carry voting rights, are entitled to dividends and have the right to participate in a return of assets in accordance with and subject to the articles.

LOWTON INFRASTRUCTURE GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 36 -
22
Operating lease commitments
As lessee

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

Group
Company
2025
2024
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
-
-
23
Guarantees

Alongside the group bank guarantee detailed in note 18 of the financial statements, on 6th February 2020 the Group 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 Group in any freehold or leasehold property in England and Wales.

LOWTON INFRASTRUCTURE GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 37 -
24
Events after the reporting date

Subsequent to the year end and prior to the approval of these financial statements, the Group completed a number of refinancing and funding package amendments involving its existing lender, Shawbrook Bank Limited ("Shawbrook"), and its majority investor, Key Capital Partners ("KCP").

On 23 July 2025, the Company allocated 185,000 G Ordinary shares and 800,000 H Ordinary shares to Key Capital Partners VIII (Nominees) Limited in return for additional funding in the form of a loan note instrument. Both Ordinary G and H shares carry voting rights, are entitled to dividends and have the right to participate in a return of assets in accordance with and subject to the articles.

At this point, Mr H R Kerslake ceased to be deemed a Person of Significant Control per Companies House.

On the same date the Parent Company issued £1.64 million of new Investor Loan Notes to Key Capital Partners VIII (Nominees) Limited.

On 5 June 2026, KCP further subscribed for £1.4 million of secured loan notes issued by Lowton Infrastructure Group Limited. In accordance with the related funding arrangements, the proceeds were advanced to the Company's wholly owned trading subsidiary, Commhoist Limited, to provide additional working capital for the Group's operations. The resulting intercompany loan receivable by Lowton Infrastructure Group Limited from Commhoist Limited is interest free and repayable on demand.

In conjunction with this funding, the Group 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 and reset covenant requirements, amended repayment terms and restructured/extended the remaining cashflow facility over an additional 18 month period now ending in January 2028. 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 (recognised in the trading subsidiary accounts) was reduced to £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.

As part of the wider refinancing, approximately 75% of the outstanding vendor loan notes were transferred to Key Capital Partners, resulting in a simplified ownership structure of the subordinated debt while maintaining the overall level of subordinated funding available to the Group.

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, the restructuring of subordinated debt 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 1.4.

LOWTON INFRASTRUCTURE GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 38 -
25
Related party transactions

The Group has taken advantage of the exemption conferred by FRS 102 paragraph 33.1A and has not disclosed transactions and outstanding balances with its subsidiary undertakings on the basis that all the relevant companies are directly or indirectly wholly owned by the parent company.

During the year, the director and shareholder, Mr H R Kerslake received £12,000 (202 4: £1 2,000) for the rental of his unit for business storage and £nil (202 4: £4,500) with regards to box hire. At the year end £1,000 (202 4: £1,000) was outstanding in respect of these costs and is included in creditors (note 1 5) of the financial statements. Also owed to Mr H R Kerslake was a loan note totalling £2,461,100 (2024: £2,499,434), which can be found within loans and overdrafts (note 18) of the financial statements. During the year, interest was charged of £475,436 (2024: £261,141) of which £475,436 (2024: £194,830) remained accrued at the year end and can be found within accruals, creditors due within one year (note 15) of the financial statements.

Loan notes totalling a balance of £5,994,932 (2024: £4,430,852) are owed to KCP VIII L.P., a partnership registered in the United Kingdom, wholly owned by the ultimate parent Key Capital Partners LLP, a limited liability partnership incorporated in the United Kingdom, both entities share common beneficial owners and directors/partners with the Group. During the year £997,212 (2024: £457,628) of interest was charged on these loans with £997,212 (2024: £324,605) accrued as detailed in accruals, creditors due within one year (note 15) of the financial statements.

The remaining balance of loan notes owed to minority shareholders and directors total £648,484 (2024: £597,354) and can be found within loans and overdrafts (note 18) of the financial statements. During the year, interest was charged of £116,544 (2024: £61,545) of which £116,544 (2024: £45,663) remained accrued at the year end and can be found within accruals, creditors due within one year (note 15) 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.

26
Controlling party

At the year end, t he controlling part y, by virtue of shareholding in the Company, is 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. Ultimate beneficial ownership did not change due to the connected nature of these entities, by virtue of them both being wholly owned subsidiaries of Key Capital Partners LLP, a Limited Liability Partnership incorporated in the United Kingdom and the Ultimate Controlling Party who is controlled by Mr J Hall, Mr J Excell and Mr P Duquenoy.

As disclosed in the events after the balance date note 24; on 23 July 2025, Mr H R Kerslake ceased to be deemed a Person with Significant Control.

LOWTON INFRASTRUCTURE GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
- 39 -
27
Cash (absorbed by)/generated from group operations
2025
2024
£
£
Loss after taxation
(3,372,562)
(987,378)
Adjustments for:
Taxation (credited)/charged
(374,097)
88,397
Finance costs
1,354,423
1,175,226
Gain on disposal of tangible fixed assets
(134,136)
(85,094)
Amortisation and impairment of intangible assets
706,452
706,452
Depreciation and impairment of tangible fixed assets
838,621
938,143
Movements in working capital:
Decrease in debtors
1,581,262
27,048
Decrease in creditors
(1,077,685)
(340,442)
Cash (absorbed by)/generated from operations
(477,722)
1,522,352
28
Analysis of changes in net debt - group
1 June 2024
Cash flows
31 May 2025
£
£
£
Cash at bank and in hand
110,707
8,154
118,861
Borrowings including invoice financing
(9,461,815)
(785,708)
(10,247,523)
Obligations under finance leases
(2,699,017)
387,606
(2,311,411)
(12,050,125)
(389,948)
(12,440,073)
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