The directors present the strategic report for the year ended 31 May 2025.
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.
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.
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.
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
The directors present their annual report and financial statements for the year ended 31 May 2025.
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.
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
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.
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.
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.
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 United Kingdom 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.
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).
Basis for 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.
Other information
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' report 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 identified material misstatements in the strategic report or the directors' report.
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.
* 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.
The notes on pages 16 to 39 form part of these financial statements.
The notes on pages 16 to 39 form part of these financial statements.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’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 notes on pages 16 to 39 form part of these financial statements.
The notes on pages 16 to 39 form part of these financial statements.
The notes on pages 16 to 39 form part of these financial statements.
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.
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 amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
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.
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 group.
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.
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,
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.
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.
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.
In the parent company financial statements, investments in subsidiaries 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.
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.
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.
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, 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.
All of the Group assets are basic 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.
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.
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, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
All of the Group liabilities are basic financial liabilities.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
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.
The tax expense represents the sum of the tax currently payable and deferred 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 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.
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.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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 leased asset are consumed.
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
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.
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.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
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.
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.
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.
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.
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.
All turnover is attributable to sales made within the United Kingdom.
Exceptional items relate to staff restructuring costs and professional fees for a postponed acquisition.
The average monthly number of persons (including directors) employed by the group and company during the year was:
Their aggregate remuneration comprised:
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:
Included within tangible fixed assets are assets held under finance leases or hire purchase contracts, as follows:
Details of the company's subsidiaries at 31 May 2025 are as follows:
Registered office addresses (all UK unless otherwise indicated):
Trade debtors are secured over the invoice financing facility balances to which they relate (as detailed in note 18).
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 18 of the financial statements.
Amounts owed between group undertakings are unsecured, interest free and repayable on demand.
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.
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.
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).
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
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.
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.
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.
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:
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.
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.
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 (2024: £12,000) for the rental of his 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 (note 15) 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.