The directors present the strategic report for the period ended 31 December 2025.

The directors present the strategic report for the period from 1 July 2024 to 31 December 2025.

TXO Delta Midco Limited is an intermediate holding company within the TXO Group and is the direct parent of TXO Delta Bidco Limited. The company does not trade with external customers.

During the period, the group continued to develop following its establishment in 2023 and prior acquisitions of TXO Systems Limited, Lynx UK Limited and Teqport Services GmbH. In the current period, the group acquired AirWay Group LLC ("AirWay") on 28 March 2025, contributing 9 months of trading to the results. During the period, Teqport Services GmbH and Teqport Holdco GmbH changed their names to TXO GmbH and TXO Holdco GmbH respectively.

The results reflect a full period of trading from the existing group and the post‑acquisition contribution of AirWay.

Key financial metrics for the period are:

• Turnover: £188.5m (2024: £70.7m) annualised growth rate 78%

• Profit before tax (pre‑exceptional): £8.7m (2024: £8.2m)

• Loss before tax (statutory): £9.9m loss (2024: £2.3m loss)

The results of all the acquisitions are reflected in these accounts from their respective dates of acquisition to 31 December 2025.    

As an intermediate holding company with no employees it is not subject to individual performance or benchmarking. Equally no key performance indicators are operated at this level.

The financial statements include the post-acquisition trading results of nine months for AirWay Group LLC.

The directors expect to see further organic growth in the 2026 trading year alongside continued international expansion, an expansion of the group’s service capability and a further acquisition.

The business is an intermediate holding company. The group monitors financial performance including turnover growth, revenue line and geographic performance, margin and EBITDA (Earnings before interest, taxation, depreciation and amortisation) performance against both budget and past performance.

The business has performed broadly in line with expectations with strong turnover and profit growth with the addition of its new acquisition during the year. The business also has extensive monitoring of safety and quality measures as well as environmental and social governance metrics.

The business group operates in a competitive market and manages its leading position by focusing on the quality of its service and product offering, driven by long term product sourcing arrangements.

The group has shown significant growth and success in preceding years supported by an experienced staff and excellent relationships with its blue chip customer base. In addition the directors seek to control margins and overheads across the business to maintain profitability.

The group's activities expose it to a number of financial risks including price risk, credit risk, cash flow risk and liquidity risk.

Cash flow risk

The group's activities expose it to the financial risks of changes in foreign currency exchange rates. The group has a reasonable degree of natural hedging between foreign monetary assets and liabilities, including the loans secured to support the acquisitions being partly denominated in foreign currencies. Furthermore, the group uses forward contracts to further mitigate the impact of foreign currency impacts.

Credit risk

The group's principal financial assets are cash, and trade and other receivables.

The group's credit risk is primarily attributed to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables.

The group has no significant concentration of credit risk, with exposure spread over a large number of counterparties, customers and geographies.

Liquidity risk

In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the group uses a mixture of long term equity and short term debt finance.

Cash generation across the group remains strong and with further growth forecast across all areas of the business, alongside access to sufficient cash reserves and additional lending facilities, the directors are pleased to state their assessment that the going concern remains appropriate.

Section 172 of the Companies Act 2006 requires that directors of a company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

1. The likely consequences of any decision in the long term

2. The interests of the company’s employees

3. The need to foster the company’s business relationships with suppliers, customers and others

4. The impact of the company’s operations on the community and the environment

5. The desirability of the company maintaining a reputation for high standards of business conduct

6. The need to act fairly as between members of the company

The directors recognise their responsibilities under the Act and are satisfied they have met their duties regarding these matters.

Our People

In enabling the group to deliver on its aim, the directors acknowledge the importance of recognising the roles that employees play in the success of the group through skill, experience and commitment. Their wellbeing is a priority of the directors in the strategic planning for the future development of the group.

The group encourages all employees to embrace continuous learning of new concepts, skills and behaviours. All employees are provided access to an employee development programme in addition to formal training programmes which are relevant to their roles.

The directors are delighted that the group has ISO 45001 certification, highlighting our commitment to Occupational Health and Safety. We have also been awarded accreditation from Alcumus SafeContractor for achieving excellence in health and safety in the workplace. Alcumus SafeContractor is a leading third party accreditation scheme which recognises extremely rigorous standards in health and safety management amongst contractors.

Community and Environment

We are proud to be a circular economy group. Through our products and services, we greatly extend the lifetime of telecommunications equipment and help companies to address their sustainability goals. Whether to mitigate risk, create new opportunities, reduce operating costs or improve brand reputation, we help companies address their sustainability goals and take control of their resources in a way that creates value and helps the environment.

The directors are pleased that TXO is officially part of the Ellen MacArthur Foundation community, a leading authority on the circular economy.

The directors are also mindful of the impact the group operations may have upon the community environment and incorporate various activities and charitable donations into the strategy the group has, in order to maintain good community relations.

Business Relationships

The group’s aim to be the “world’s local partner for sustainable communication networks” is attained by the directors’ continued decision making on the basis of medium- and long-term strategy, to ensure the group can provide high quality used telecommunications equipment and related services to our customers across the globe.

The directors acknowledge the importance of the group's customers to the continued success of the group and place great emphasis on customer experience whilst doing business with the group, in determining key operational decisions to be made.

Trusted and valued supplier relationships are paramount to ensuring high quality product can be obtained on terms that can satisfy customer demand and the directors are ever-mindful of the need to maintain and enhance good supplier relations in the strategy they deliver for the group. We value all our suppliers with whom we have multi-year relationships and agreements.

Business conduct

As noted above, the group invests heavily in maintaining strong customer and supplier relationships but the directors also recognise the need to ensure the group conducts its business to the highest standard and meets all regulatory and legal requirements. The directors have established appropriate legal, finance and operational teams to ensure that such matters are met.

On behalf of the board

The directors present their annual report and financial statements for the period ended 31 December 2025.

The principal activity of the company is that of an intermediate holding company.

During the period, the group completed the acquisition of the AirWay Group on 28 March 2025.

The results for the period are set out on pages 12 to 13. A fair review of business is set out in the Strategic Report on page 1.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

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

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The group's policy is to consult and discuss with employees, through company and staff meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

The auditor, UHY Hacker Young, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

The group is classified as a large unquoted company within the Streamlined Energy and Carbon Reporting (SECR) regulations and is therefore required to submit a SECR report as part of its financial statements. Energy usage covered in this disclosure covers the group’s global activities, including 9 months of data for the group’s FY25 acquisition, AirWay Group LLC.

During the year, the group has undertaken an exercise to more fully assess its carbon footprint. This included estimations of scope 1, 2 and 3 emissions from our global operations. This incorporates emissions from across the group’s activities, including carriage, new product sales, travel and office operations, as well from direct energy consumption.

Emissions Data

*this includes Scope 1 and market-based Scope 2 emissions plus scope 3 emissions, excluding those associated with the “use phase” and “end of life treatment” of sold products.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £1.0m of revenue.

Reduction of energy consumption is critical to the TXO Group, not only for short- to-medium term cost reduction purposes but also as a central element of long-term carbon reduction and Net Zero strategies to maintain alignment with future legislation imposed by UK Government.

The group aims to be Net Zero by 2040 and, therefore, is focused on measurement of what is being emitted and where we can make immediate savings. Since the investment into the group by TowerBrook, the group has undertaken several initiatives to increase its focus on sustainability and Net Zero.

The group has worked with the Carbon Trust to create a carbon footprint for the whole organisation, this has now been completed and we will continue to work to improve the quality of information utilised in these footprint models. We have also worked in partnership with the Carbon Trust to develop a PCF, Product Carbon Footprint, for our stock. This will allow our customers access to specific CO2e information for the stock they buy and to see the saved emissions from buying reuse rather than new product.

Going forward the group will continue to identify and, if feasible, implement energy reduction measures as part of its sustainability strategy.  Part of this strategy involves the creation of a specialist ESG role to champion sustainable practices, improving the quality of data available for carbon foot-printing and to develop and report on Key Performance Indicators.

Our electric car charging has been designed with scalability in mind and capacity can be increased in line with demand.

Now that we have a year’s worth of solar data, TXO will continue to monitor daily usage in an effort to effectively utilise energy resources. With improved data analysis, the group will explore further solar expansion, battery storage and electric heating systems to further enhance self-sustainability.

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.

The group's cashflow forecasts, based on robust trading performance assumptions demonstrate that the company and the group will be able to operate within the level of its facilities for a period of at least 12 months from the approval date of these financial statements. Accordingly, the company and the group continues to adopt the going concern basis in preparing its consolidated financial statements (refer to note 2 for further details).

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 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 TXO Delta Midco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2025 which comprise the group profit and loss account, 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 December 2025 and of the group's loss for the period 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's 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 other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our 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:

• The information given in the strategic report and the directors' report for the financial period 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.

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 group and the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the group and 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.

As explained more fully in the directors' responsibilities statement, 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.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Our approach to identifying and assessing the risks of material misstatements in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

• the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• we identified the laws and regulations applicable to the group and the parent company through discussions with directors and other management, and from our commercial knowledge and experience of the relevant sector;

• we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group and the parent company, including the Companies Act 2006;

• we assessed the extent of compliance with laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

• identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the group and the parent company's financial statements to material misstatements, including obtaining an understanding of how fraud might occur, by:

• making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address risk of fraud through management bias and override of controls, we:

• performed analytical procedures to identify any unusual or unexpected relationships;

• tested journal entries to identify unusual transactions;

• assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

• investigated the rationale behind significant or unusual transactions.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from the financial statements, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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 group and 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 group and 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 group and the parent company and the group and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

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 profit for the year was £0 (2024 - £0 profit).

TXO Delta Midco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit 3, Severn Cross Distribution Park, Newhouse Farm Industrial Estate, Chepstow, Monmouthshire, NP16 6UP.

The group consists of TXO Delta Midco Limited and all of its subsidiaries.

The parent company changed its year end to December during the year. The current reporting period is from 1 July 2024 to 31 December 2025, an 18 month period. The prior reporting period is from 9 March 2023 to 30 June 2024.

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, modified to include certain financial instruments at fair value. 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 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: Interest income/expense and net gains/losses for financial instruments not measured at fair value; 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 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;

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

In the parent company financial statements, the 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. Investments in subsidiaries are accounted for at cost less impairment.

The consolidated group financial statements consist of the financial statements of the parent company TXO Delta Midco Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 31 December 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 Board remains positive that as a critical product and service provider to a globally spread telecommunication infrastructure customer base, that has not been unduly impacted by multiple recent events, that continuing trade remains protected and positive. As such the board’s assessment is that the going concern basis remains appropriate.

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.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

When it is probable that total contract costs will exceed total contract turnover, the expected loss is recognised as an expense immediately.

Research expenditure is written off against profits in the year in which it is incurred. Identifiable development expenditure is capitalised to the extent that the technical, commercial and financial feasibility can be demonstrated.

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 20 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.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation 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:

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:

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, associates and jointly controlled entities 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.

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

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.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

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.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

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.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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.

As set out in the notes to these financial statements (note 12, 14, 26) the company/group have invested in a number of subsidiaries during the current and prior period which created significant cost of investment in the company's balance sheet and goodwill in the group balance sheet.

The directors consider whether investments/goodwill is impaired. Where an indication of impairment is identified the estimation of recoverable value requires estimation of the recoverable value of the cash generating units (CGUs). This requires the estimation of the future cash flows of the CGUs and also selection of an appropriate discount rate in order to calculate the net present value of those cash flows. This involves significant judgement and estimation.

The directors are required to determine the fair value of the consideration paid and the assets acquired as part of business combinations and hence the value of goodwill; they are also required to estimate the useful economic life of the goodwill in order to determine appropriate amortisation rates. Both the initial fair values and the assessment of the goodwill's useful economic life require significant assumptions to be made. Changes in these underlying assumptions could have a significant impact on the carrying value.

Should management's assessment of useful life of goodwill shorten then amortisation charges in the financial statements would increase and carrying amounts of intangible fixed assets would reduce accordingly.

At the year end the group had stock of £6,459,423 (2024: £1,674,286). As noted at 1.12 above, stocks are valued at the lower of cost and estimated selling price. The allocation of cost involves considerable exercise of judgement because elements of stock are bought as a "bundle" of many components and it is not practicable to accurately allocate cost to individual components. The board believes that this is the most appropriate way of accounting for stock, however this involves considerable management judgement.

As noted in 1.6 above, revenue from contracts is recognised by reference to the stage of completion, this inevitably involves the directors making estimates about the total anticipated costs of contracts and the future costs; these estimates can have a significant effect on revenue recognition and profit.

The group made a loss before taxation for the period of £9,863,712 (2024: loss before taxation of £2,337,169); however, this is after exceptional items, goodwill and interest of £18,589,205 (2024: £10,574,221). Excluding these costs, profit before tax was £8,725,493 (2024: £8,237,052).

EBITDA (Earnings before interest, taxation, depreciation and amortisation) was £10,430,380 (2024: £7,916,757).

Having completed the acquisition of the AirWay Group during the period, the group is still in the growth phase; group management expect results to improve as the global strategy is rolled out and synergistic benefits materialize.

At 31 December 2025 the group had net current assets of £5,870,914 (2024: £5,290,443); Net assets were £97,397,101 (2024: £86,137,882).

The group's forecasts and projections, taking account of, reasonable possible changes in trading performance show that the group and the company will be able to operate within the level of its facilities for a forecast period of at least 12 months from the approval date of these financial statements. Accordingly, the company continues to adopt the going concern basis in preparing its consolidated 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 the year end the group had stock of £6,459,423 (2024: £1,674,286). As noted at 1.12 above, stocks are valued at the lower of cost and estimated selling price (Net Realisable Value). The NRV includes management's estimate of the provision required for slow moving or obsolete stock. Provision is made for all components that have been held in stock for twelve months or more. The total provision at 31 December 2025 was £3,245,521. The board believes that this is the most appropriate way of accounting for stock, however this involves considerable estimation uncertainty

Development costs are capitalised when the directors believe that the technical, commercial and financial feasibility can be demonstrated. At 31 December 2025, £660,322 (2024: £406,523) of development costs had been capitalised.

Capitalised development costs are being amortised over 3 years.

The assessment of technical, commercial and financial feasibility involves significant judgement. The choice of useful economic life also includes significant judgement and the choice of life can have a significant effect on the company's results.

Goodwill amortisation of £10,616,718 (2024: £4,973,503) in relation to the acquisition of subsidiaries TXO Systems Limited, Lynx UK Limited, TXO GmbH and AirWay Group LLC was recognised during the period.

Legal and professional fees are in relation to deal costs and integration activities incurred for the acquisitions during the period.

Bank loan interest is in relation to the interest payable and various lending & commitment fees on the bank loans received to assist with the acquisitions of TXO Systems Limited, Lynx UK Limited, TXO GmbH and AirWay Group LLC. In addition, it includes amortisation of loan arrangement fees that are being recognised over the term of the loans.

Redundancy costs and write off of fixed assets were incurred by Lynx UK Limited directly as a result of its acquisition by TXO Delta Bidco Limited in the prior period.

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

Their aggregate remuneration comprised:

The actual charge for the period can be reconciled to the expected credit for the period 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:

During the period the company subscribed for shares in TXO Delta Bidco Limited ("Bidco") in order to facilitate the group's acquisition of AirWay Group LLC.

Details of the company's subsidiaries at 31 December 2025 were as follows:

TXO Systems KK is currently in liquidation.

The registered office of TXO Delta Bidco Limited is Unit 3 Severn Cross Distribution Park, Newhouse Farm Industrial Estate, Chepstow, Monmouthshire, NP16 6UP.

The registered office of TXO HoldCo GmbH is Merscheider Str.3, 42699 Sonlingen, Germany.

The registered office of TXO GmbH is Merscheider Str.3, 42699 Sonlingen, Germany.

The registered office of Lynx UK Limited is Unit 4, Sopwith Park, Royce Close, Andover, SP10 3TS.

The registered office of TXO Systems Limited is Unit 3 Severn Cross Distribution Park, Newhouse Farm Industrial Estate, Chepstow, Monmouthshire, NP16 6UP.

The registered office of MMX Communications Services Limited is Unit 100 Solar Park Highlands Road, Shirley, Solihull, West Midlands, B90 4SH.

The registered office of TXO Systems Inc is 2350 Litton Lane, Suite 200, Hebron, KY410048, United States of America.

The registered office of TXO Systems Limitada is Rua Joao Guilherme 503, Taroba, CNPJ:18.276.508/000182, Londrina, Parana 86042-290, Brazil.

The registered office of TXO Systems Pty is 95 Pitt Street, Sydney, NSW 2000, Australia.

The registered office of TXO Systems SAS is Rue Marie Sklodowska Curie, 95150 Taverny, France.

The registered office of TXO Systems AB is Skjulstagatan 10, 632 29, Eskilstuna, Sweden.

The registered office of TXO Systems KK is 26-1 Sakuragaokacho, Shibuya-ku, Tokyo, Japan.

The registered office of AirWay Group LLC, AirWay Technologies LLC, AirWay Solutions LLC and Mobile Network Supply LLC is 2350 Litton Lane, Suite 200, Hebron, KY410048, United States of America.

The bank loans relate to finance received by the company to assist with the acquisitions of TXO Systems Limited, Lynx UK Limited, TXO GmbH and AirWay Group LLC.

The company was advanced £27,500,000 on 20 June 2023, a further £9,000,000 on 12 December 2023 and another $6,436,710 on 12 December 2023.

During the current year, the company was advanced a further $9,742,070, $1,520,000 and £1,826,074 all on 27 March 2025 and a further £3,000,000 on 7 July 2025.

The interest rates on the loans are:

GBP denominated debt: Fluctuating SONIA rate + margin of 5.75%

USD denominated debt: Fluctuating SOFR rate + margin of 5.50%.

The balance outstanding at 31 December 2025 is net of unamortised finance costs of £1,414,238 including arrangement fees and related professional fees. The finance fees are being amortised over 5 years from the initial drawdown, in line with the term of the loans. The amortisation charge relating to finance fees was £573,865.

No capital repayments on the loans are due to be paid until June 2026.

The loans are secured against the assets of the group.

See note 20 for details of borrowings.

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. 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 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

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

The deferred tax asset set out above relates predominantly to losses carried forward and this is expected to reverse when the group achieves sufficient profits to offset these losses.

The group has £5,647,728 of restricted corporate interest carried forward of which no deferred tax asset has been recognised.

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.

At the year end there were outstanding contributions of £316,141.

During the period, the company issued two 1p Ordinary shares for consideration of £7,380,533 for the first share and £15,891,935 for the second share.

The prior year figures have been amended due to the rectification of an error in the recording of shares issued which understated the number of shares in issue by 24,996 and the amount of share capital by £249. The amount of share premium was also understated by £24,751.

On 4 March 2025 the group indirectly acquired 100% of the issued share capital of AirWay Group LLC and its subsidiaries for consideration of £39,465,517 including acquisition costs.

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:

The remuneration of key management personnel is as follows.

The group has taken advantage of the exemption, under the terms of FRS102 section 33.1A, not to disclose related party transactions with wholly owned subsidiaries within the group.

At the period end, the group was owed £481,007 (2024: £86,172) by TXO Delta Topco Limited, its immediate parent company. The amount is included within debtors.

Also at the period end, the group owed £291,323 (2024: £262,693) to TXO Delta Topco Limited, its immediate parent company. The amount is included within creditors amounts falling due within one year.

The company’s immediate parent company is TXO Delta Topco Limited, a company registered in Jersey.

TXO Delta Midco Limited is the parent of the smallest and largest group for which consolidated financial statements are prepared.

Copies of the consolidated financial statements of TXO Delta Midco Limited are available from the company’s registered office Unit 3 Severn Cross Distribution Park, Newhouse Farm Ind Estate, Chepstow, Monmouthshire, NP16 6UP.

The company’s ultimate parent undertaking and controlling party is TowerBrook Capital Partners Limited.