Company registration number 13013369 (England and Wales)
LIGHTSPEED FIBRE HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
LIGHTSPEED FIBRE HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Courtney Michelle Conrad
Jeffery William Konnesky
Liam Hickey
Bradley Scott Berger
Secretary
Harts Limited
Company number
13013369
Registered office
Office 2B, Westpoint
Lynch Wood
Peterborough
PE2 6FZ
Auditor
KLSA LLP
Kalamu House
11 Coldbath Square
London
EC1R 5HL
Bankers
National Westminster Bank Plc
135 Bishopsgate
London
EC2M 3UR
LIGHTSPEED FIBRE HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Profit and loss account
9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Company statement of cash flows
16
Notes to the financial statements
17 - 36
LIGHTSPEED FIBRE HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -

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

Review of the business

As shown in the Group profit and loss account set out on page 9, the Group incurred a loss after tax of £52,074,268 (202 4: £34,472,515) driven by the overhead costs to grow the customer base and expand the full fibre network.

The Group balance sheet on page 1 1 shows its net liabilities of £147,399,682 (202 4: £95,325,414) and net current liabilities of £30,403,512 (202 4: £14,046,339).

The network build continued to scale during 2025 with £128.3m invested in the network build as at 31 December 2025 (2024: £71.5m). The investment is broadly in line with the Board’s roll-out plans.

The directors considered the results at the year-end to be satisfactory and intend to pursue strategies that would enhance growth of the Group and result in improved performance.

Strategic overview and outlook

Lightspeed is a rapidly growing Full Fibre network operator, building and providing FTTH (fibre to the home) to digitally underserved communities across the Midlands, East and North-West of England

Lightspeed’s brand is synonymous with quality, reliability and superior customer service. This is evidenced by Lightspeed’s market-leading Trustpilot score of 4.6.

Lightspeed is on a mission to bring ultra-fast, full fibre broadband into homes, empowering our customers to play more, see more and do more.

During 20 25 Lightspeed invested funding provided by shareholders to continue developing the ISP and rapidly scale the network build program which as of May 2026 has enabled more than 330,000 properties.

Markets and customers

UK households’ data consumption is increasing, driven by gaming, online streaming, smart properties and a higher number of devices per household, and the Openreach copper network cannot provide the increased speeds required to the homes, businesses and schools that do not have access to fibre connections.

Lightspeed’s ultra-efficient, robust and rapidly expanding fibre network provides speeds 23x faster than the average copper based broadband connection in the areas it services.

As of May 202 6, Lightspeed has circa 22,000 customers connected.

Outlook

Lightspeed is in its 6th year of network expansion and having completed phases one and two of its build programme in 2024, is now approaching completion of phase three.

In July 2023 Kompass Global Ventures, LLC (“Kompass Kapital”) acquired a controlling stake in Lightspeed. As part of this transaction the Kompass group committed new capital to the business, which is being utilised to develop and expand the company’s high speed full fibre network while also enhancing the company’s internet service provider (“ISP”) platform.

With a continued focus on customer acquisitions in 202 5, the growth in customer connections and subscription revenue has grown. The demand for full fibre across the regions served by Lightspeed remains strong and revenues continue to grow rapidly, bolstered by the launch of value-added services.

LIGHTSPEED FIBRE HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Principal Uncertainties

The principal risks and uncertainties are summarised below. These do not necessarily comprise all of the risks that are potentially faced by the Group and are not intended to be presented in any assumed order of priority. The Directors believe that in particular, readers of this report should be aware of these risks and uncertainties, and that the Directors take reasonable steps to mitigate and minimise the impact of the risks on the Group. However, these risks cannot be eliminated entirely without incurring costs that the Board considers to be excessive. If any of these risks and uncertainties, together with possible additional risks and uncertainties of which the Directors are currently unaware or which they consider not to be material in relation to the Group business actually occur, financial position or operating results could be materially and adversely affected.

Our relatively small size and length of operation in comparison to some competitors may be considered negatively by prospective customers who may wish to remain with an inferior service with an established brand name.

Our competitors may be able to offer products bundled with internet access such as on-demand, television style services or fixed/mobile telecoms that are more attractive to the consumer.

A key risk to any Company in the Full Fibre industry will stem from any Full Fibre overbuild that could arise from competitors. The Group has assessed overbuild risk based on consideration of Full Fibre operator build rates in the UK, likely investment strategies and known movements of market players, and likely broadband penetration levels. We conclude that the risk of overbuild is low but finite and is a key risk that must be considered.

Funding

The business activity of the Group requires significant capital investment. In the event that the Group will not be able to raise the financing required for the planned investment then the Group will have to reduce its planned investment or reduce the scale of its operations.

Inflation

In 2025 we have seen ongoing high levels of inflation arising from several supply side issues. This resulted in supplier price increases across the board. The first half of 2026 has seen no reduction in the pace of inflation with costs remain high.

Equipment Supply

The on-going events in Ukraine continue to impact on the European electronics marketplace and a strained trading relationship between Europe and China is likely to continue to disrupt component supply chains. At the time of this document the impact of these has been felt in terms of longer order lead times.

The Group maintains a careful watching brief to ensure that any shortfall is identified in time for an alternative source to be obtained.

Staffing

The Group attempts to proactively avoid staff shortages by focusing on staff development and retention. The Group maintains a constant recruitment process to fill gaps caused by any churn in the labour force.

Currency Risk

There is minimal exposure to currency risk, the Group operations are entirely in the United Kingdom and tries to ensure that significant purchases from outside of the UK have been negotiated in Pounds Sterling to avoid currency risk. Therefore, no sensitivity analysis of currency risk has been shown.

Liquidity Risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. As part of its overall prudent liquidity risk management, the Group actively manages its operating cash flows and does not commit to expenditure that it does not have immediate access to settle.

Market Risk

Market risk is that risk that the fair value or cash flows of financial instruments will fluctuate as a result of market forces outside the control of the Group, including interest rate risk arising from the effect of changes in market interest rates on cash at bank, overdrafts, investments in debt instruments, borrowings and obligations under finance leases.

LIGHTSPEED FIBRE HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
Key performance indicators

The Group has a number of key performance indicators that are used to track the performance of its business and operations to include:

- Cost Per Premises Passed: The cost of building past each available premises in the network.

- Customer Acquisitions Cost: The cost of marketing and acquiring a customer to connect the network.

- Cost per Premises Connected: The cost of connecting a premises to the network.

- Number of properties Ready for Service: properties covered by the network where a customer can be connected and provided with an operational service in that property within 24 hours.

- Penetration: Number of customers acquired as a proportion of the properties ready for service.

Environmental, social and governance

Lightspeed has implemented policies, systems, processes and contracts with build partners that foster the Group objective to minimise the impact of our operations on the environment and to support our communities and employees. The board continues to focus on all aspects of the health and safety of our employees.

Lightspeed is committed to offering market leading customer service and superb product reliability and broadband service quality. Lightspeed is committed to ensure that prospects and customers have access to the best value offers and service propositions in the market.

Lightspeed will continue to prioritise the network build program in areas that are digitally underserved so that everyone can actively participate in an increasingly digital society.

On behalf of the board

Liam Hickey
Director
24 July 2026
LIGHTSPEED FIBRE HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -

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

Principal activities

The principal activity of the company and group continued is the provision of telecommunication services.

Results and dividends

The results for the year are set out on page 9.

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

Directors

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

Brett Edward Shepherd
(Resigned 18 May 2026)
Courtney Michelle Conrad
Jeffery William Konnesky
Liam Hickey
Bradley Scott Berger
Auditor

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

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the group 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 group is aware of that information.

On behalf of the board
Liam Hickey
Director
24 July 2026
LIGHTSPEED FIBRE HOLDINGS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and 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 UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and 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 company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

LIGHTSPEED FIBRE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF LIGHTSPEED FIBRE HOLDINGS LIMITED
- 6 -
Opinion

We have audited the financial statements of Lightspeed Fibre Holdings Ltd (the 'parent company') and its subsidiaries (the 'group') for the year 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, the company 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 year then ended;

- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor'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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the group’s ability to continue as going concern.

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' r eport for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

LIGHTSPEED FIBRE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF LIGHTSPEED FIBRE HOLDINGS LIMITED
- 7 -
Matters on which we are required to report by exception

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

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

- the parent company financial statements are not in agreement with the accounting records and returns; or

- certain disclosures of directors' remuneration specified by law are not made; or

- we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' r esponsibilities s tatement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group 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 to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

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

- 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 parent company through discussions with directors and other management, from our commercial knowledge and experience of the sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the operations of the group, financial statements or the operations of the group, including the UK Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation.

We assessed the susceptibility of the group's and the parent company’s financial statements to material misstatement, 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 the 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 set out in note 2 were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

LIGHTSPEED FIBRE HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF LIGHTSPEED FIBRE HOLDINGS LIMITED
- 8 -

To address the risk of non-compliance with laws and regulations, we communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably.

The group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation) and taxation legislation (including payroll taxes) and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statements items.

The group is subject to other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation or the loss of the group’s license to operate. We identified the following areas as those most likely to have such an effect: UK Company law that regulates corporations formed under the Companies Act 2006 and HMRC laws and regulations relating to submissions of applicable taxes and documents. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.

We communicated identified fraud risks and non-compliance with laws and regulations with those charged with governance, throughout the audit team and remained alert to any indications throughout the audit.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through 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 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 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 group members as a body, for our audit work, for this report, or for the opinions we have formed.

Kunal Bharadva (Senior Statutory Auditor)
For and on behalf of KLSA LLP
27 July 2026
Chartered Accountants
Statutory Auditor
Kalamu House
11 Coldbath Square
London
EC1R 5HL
LIGHTSPEED FIBRE HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
Notes
£
£
Turnover
3
4,218,868
2,246,087
Cost of sales
(14,341,029)
(8,127,711)
Gross loss
(10,122,161)
(5,881,624)
Administrative expenses
(19,628,595)
(13,228,048)
Other operating (expenses)/income
(1,092,910)
28,728
Operating loss
4
(30,843,666)
(19,080,944)
Interest receivable and similar income
7
170,087
124,326
Interest payable and similar expenses
8
(21,400,689)
(15,515,897)
Loss before taxation
(52,074,268)
(34,472,515)
Tax on loss
9
-
0
-
0
Loss for the financial year
(52,074,268)
(34,472,515)
Loss for the financial year is all attributable to the owners of the parent company.
LIGHTSPEED FIBRE HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 10 -
2025
2024
£
£
Loss for the year
(52,074,268)
(34,472,515)
Other comprehensive income
-
-
Total comprehensive income for the year
(52,074,268)
(34,472,515)
Total comprehensive income for the year is all attributable to the owners of the parent company.
LIGHTSPEED FIBRE HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2025
31 December 2025
- 11 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
10
43,009
53,762
Other intangible assets
10
6,679,015
3,986,596
Total intangible assets
6,722,024
4,040,358
Tangible assets
11
120,149,569
92,394,364
126,871,593
96,434,722
Current assets
Stocks
14
1,006,609
1,289,362
Debtors
15
5,369,757
5,638,531
Cash at bank and in hand
5,892,060
5,120,567
12,268,426
12,048,460
Creditors: amounts falling due within one year
16
(42,671,938)
(26,094,799)
Net current liabilities
(30,403,512)
(14,046,339)
Total assets less current liabilities
96,468,081
82,388,383
Creditors: amounts falling due after more than one year
17
(243,867,763)
(177,713,797)
Net liabilities
(147,399,682)
(95,325,414)
Capital and reserves
Called up share capital
20
234
234
Profit and loss reserves
(147,399,916)
(95,325,648)
Total equity
(147,399,682)
(95,325,414)
The financial statements were approved by the board of directors and authorised for issue on 24 July 2026 and are signed on its behalf by:
24 July 2026
Liam Hickey
Director
Company registration number 13013369 (England and Wales)
LIGHTSPEED FIBRE HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 12 -
2025
2024
Notes
£
£
£
£
Fixed assets
Intangible assets
10
11,625
13,875
Investments
12
100
100
11,725
13,975
Current assets
Debtors
15
225,480,235
147,506,694
Cash at bank and in hand
2,900,832
1,541,363
228,381,067
149,048,057
Creditors: amounts falling due within one year
16
(3,944,278)
(2,161,039)
Net current assets
224,436,789
146,887,018
Total assets less current liabilities
224,448,514
146,900,993
Creditors: amounts falling due after more than one year
17
(243,867,763)
(161,291,063)
Net liabilities
(19,419,249)
(14,390,070)
Capital and reserves
Called up share capital
20
234
234
Profit and loss reserves
(19,419,483)
(14,390,304)
Total equity
(19,419,249)
(14,390,070)

As permitted by s408 Companies Act 2006, the c ompany has not presented its own profit and loss account and related notes. The c ompany’s loss for the year was £5,029,180 (2024 - £4,170,284 loss).

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 24 July 2026 and are signed on its behalf by:
24 July 2026
Liam Hickey
Director
Company registration number 13013369 (England and Wales)
LIGHTSPEED FIBRE HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2024
234
(60,853,133)
(60,852,899)
Year ended 31 December 2024:
Loss and total comprehensive income
-
(34,472,515)
(34,472,515)
Balance at 31 December 2024
234
(95,325,648)
(95,325,414)
Year ended 31 December 2025:
Loss and total comprehensive income
-
(52,074,268)
(52,074,268)
Balance at 31 December 2025
234
(147,399,916)
(147,399,682)
LIGHTSPEED FIBRE HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 14 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2024
234
(10,220,020)
(10,219,786)
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
(4,170,284)
(4,170,284)
Balance at 31 December 2024
234
(14,390,304)
(14,390,070)
Year ended 31 December 2025:
Profit and total comprehensive income
-
(5,029,179)
(5,029,179)
Balance at 31 December 2025
234
(19,419,483)
(19,419,249)
LIGHTSPEED FIBRE HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 15 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
24
(24,560,007)
(14,185,752)
Interest paid
(2,763,100)
(2,770,669)
Net cash outflow from operating activities
(27,323,107)
(16,956,421)
Investing activities
Purchase of intangible assets
(2,718,166)
(2,047,561)
Purchase of tangible fixed assets
(32,205,278)
(23,584,486)
Interest received
118,044
104,793
Net cash used in investing activities
(34,805,400)
(25,527,254)
Financing activities
Proceeds from borrowings
62,900,000
45,025,000
Net cash generated from financing activities
62,900,000
45,025,000
Net increase in cash and cash equivalents
771,493
2,541,325
Cash and cash equivalents at beginning of year
5,120,567
2,579,242
Cash and cash equivalents at end of year
5,892,060
5,120,567
LIGHTSPEED FIBRE HOLDINGS LIMITED
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 16 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
25
(61,589,904)
(43,834,503)
Investing activities
Interest received
49,373
62,624
Net cash generated from investing activities
49,373
62,624
Financing activities
Proceed from borrowings
62,900,000
45,025,000
Net cash generated from financing activities
62,900,000
45,025,000
Net increase in cash and cash equivalents
1,359,469
1,253,121
Cash and cash equivalents at beginning of year
1,541,363
288,242
Cash and cash equivalents at end of year
2,900,832
1,541,363
LIGHTSPEED FIBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 17 -
1
Accounting policies
Company information

Lightspeed Fibre Holdings Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales on 12 November 2020. The registered office is Office 2B, Westpoint, Lynch Wood, Peterborough, PE2 6FZ.

The group consists of Lightspeed Fibre Holdings Ltd and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the group and the parent company. Monetary a mounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

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

- Section 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.

1.2
Business combinations

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

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

LIGHTSPEED FIBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Lightspeed Fibre Holdings Ltd 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 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 g roup.

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

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

1.4
Going concern

During the year, the group incurred a net loss of £52m (2024: £34.5m). At the reporting date, the group was in a net liability position of £147.4m (2024: £95.3m) and a net current liabilities of £30.4m (2024: £14m). During the year the group raised £50.2m from an entity affiliated to its shareholders to support the network build and operations. As at the signing date of these financial statements, the total loans to the group by its shareholders for the network build costs and operations amounted to £61.2m, with a further £220.2m from an entity affiliated to its shareholders (together, the “Kompass Kapital entities”).

The group is dependent on continued financial support from its shareholders to fund the completion of the existing network build program, initiate new build programs and acquire new customers.

As of the signing date of these financial statements, Kompass Kapital Holdings LLC have committed funding of £56.5m to the Lightspeed Fibre Holdings Group for the period 2026-2027 in support of the operations of the business.

The Group has a letter of comfort from from from Kompass Global Ventures LLC and Kompass Kapital Holdings LLC, confirming the ongoing financial support for the group and confirming that repayment of their existing shareholder loans will not be required for at least 12 months from the date of signing of the financial statements. The directors are therefore confident that from Kompass Global Ventures LLC and Kompass Kapital Holdings LLC will continue to provide financial support to the group for the foreseeable future, defined as at least 12 months from the date of signing the financial statements for the year ended 31 December 2025.

In accordance with their responsibilities, the directors have considered the appropriateness of the going concern basis for the preparation of the financial statements. For this basis they have reviewed the financial and cash flow projections for the next 12 months from the date of the approval of the financial statements.

A t the time of approving the se financial statements, t he directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus t he directors continue to adopt the going concern basis of accounting in preparing the financial statements.

LIGHTSPEED FIBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.5
Turnover

Turnover represents the value of services and goods provided in the course of business and stated net of VAT and discounts and is attributable to continuing activities being provision of fixed connectivity services to customers.

Revenue recognition

Revenue is recognised to the extent that it is realised or realised and earned. Revenue is measured at the fair value of the consideration received, excluding discounts, rebates and VAT. The following criteria must also be met before revenue is recognised:

- persuasive evidence of an arrangement exists between the company and the company's customer.

- delivery has occurred or the service has been rendered.

- the price for the service is fixed or determinable and

- recoverability is reasonably assured.

Revenue earned from contracts is recognised in line with performance obligations based on a five step model.

On inception of the contract we identify a 'performance obligation' for each of the distinct goods or services we have promised to provide to the customers. The consideration specified in the contract is allocated to each performance obligation based on their relative standalone selling prices and is recognised in revenue as they are satisfied.

Below we summarise the revenue recognition policy for each of our major revenue line and provides information on the time of when they are satisfied.

Services revenue

We recognise revenue from the provision of fixed connectivity services to customers on a straight line basis over the contract term as the services are provided, reflecting the customer simultaneously receiving and consuming the service. The services are billed and paid for on a monthly basis.

Installation fees related to services provided over our fixed line network. These fees are recognised as revenue when installation is completed.

Hardware revenue

Revenue from equipment sales is recognised at a point in time when control of the hardware is passed to the customer. This usually occurs when a customer signs a new contract, the connectivity service is due to commence and the hardware is sent to the customer.

There are no material obligations in respect of returns, refunds or warranties.

Promotion discount

For subscriber promotions, such as discounts or free services during an introductory period, revenue is recognised uniformly over the contractual period if the contract has substantive termination penalties. If a contract does not have substantive termination penalties, revenue is recognised only to the extent of the discounted monthly fee charged to the subscriber, if any.

Subscriber advance payments

Payments received in advance for the services we provide are deferred and recognised as revenue when the associated services are provided.

Contract life/timing of recognition

The Group's revenues are earned from the provision of fixed connectivity services to customers based on standard term contracts, usually 12-24 months. A fixed monthly fee is charged for the duration of the customer contract period. The monthly transaction price is fixed at the outset of the contract period and is deemed to be the transaction price.

LIGHTSPEED FIBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 20 -
1.6
Intangible fixed assets - goodwill

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

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

1.7
Intangible fixed assets other than goodwill

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:

Software
Charged on completion
Website development
Charged on completion
Brand development
Charged on completion
IP Address
10 years Straight line method
1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
Over the lease term
Plant and equipment
25% Straight line method
Fixtures and fittings
25% Straight line method
Computers and IT equipment
33% Straight line method
Motor vehicles
25% Straight line method
Customer premises equipment
Refer below ***
Network Build
4% - 10% Straight line method

Assets in the course of construction are not depreciated.

The network assets shall be depreciated at 4% straight line method when they are brought in to use.

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.

LIGHTSPEED FIBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 21 -

***Customer premises equipment

Customer premises equipment comprise costs directly attributable to connecting a customer to the Group’s fibre network, including installation and activation activities.

Accounting policy- current year

With effect from 1 January 2025, customer connection costs are recognised as an expense in the profit and loss account as incurred. Management has assessed that, due to uncertainty over the future economic benefits associated with newly connected customers, the recognition of these costs as an asset no longer meets the criteria for capitalisation.

Accounting policy- prior year

Prior to 1 January 2025, customer connection costs were capitalised as part of tangible assets where they were expected to generate future economic benefits. These costs were amortised on a straight-line basis over the expected period of the initial customer contract, typically between 12 and 24 months.

Change in accounting policy

The Company has revised its accounting policy for customer connection costs with effect from 1 January 2025. This revision reflects increased uncertainty in the profitability profile and recoverability of costs associated with customers connected from that date, following a change in the customer base and related risk profile.

Following increased investment in obtaining new customers, the resulting change in customer profile meant that the previous policy was no longer considered appropriate for transactions originated from that date. Accordingly, comparative amounts have not been restated.

The effect of the change has been to increase operating expenses in the period and reduce profit before tax by £1,437,697.54 for the year ended 31 December 2025.

1.9
Fixed asset investments

Equity in vest ments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

I n 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.

1.10
Impairment of fixed assets

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

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

LIGHTSPEED FIBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 22 -

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

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

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

1.11
Stocks

Stocks are stated at the lower of cost and net realisable value.

1.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.

1.13
Financial instruments

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

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

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest m ethod unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

LIGHTSPEED FIBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 23 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future paymen ts discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

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

1.14
Equity instruments

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

LIGHTSPEED FIBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 24 -
1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

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

1.17
Leases

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

1.18

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that

the amount charged is at a constant rate on carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instruments.

1.19

Comparatives

There were no changes in comparative figures during the year.

LIGHTSPEED FIBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

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

Critical judgements

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

Customer connection costs

Management exercised judgement in changing the accounting policy for customer connection costs from capitalisation to expensing as incurred with effect from 1 January 2025. This judgement was based on increased uncertainty regarding the future economic benefits and recoverability of costs associated with newly connected customers. The policy change has been applied prospectively, as management determined that it was impracticable to reliably measure the cumulative effect of retrospective application.

Taxation

The recognition for deferred tax assets may be uncertain as the extent to which tax losses can be utilised depends on future taxable profits and on the tax legislation then in force.

Recovery of the deferred tax asset relating to tax losses is estimated using an extrapolation of the Group's five-year plan. Sensitivities have been applied to these forecasts. Accordingly, an increase or decrease in future profitability would increase or decrease the asset recognised.

LIGHTSPEED FIBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 26 -
Key sources of estimation uncertainty

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

The directors makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are disclosed below.

Useful lives, depreciation methods and residual values of property, plant and equipment and intangible assets

Management reviews the useful lives, depreciation methods and residual values of the items of p roperty, plant and equipment and intangible assets and on a regular basis. During the financial year, the directors determined no significant changes in the useful lives and residual values. The carrying amounts of property, plant and equipment and intangible assets are disclosed in notes 11 and 10 respectively.

Carry value of investments

Investments are held at cost less any necessary provision for impairment. Where the impairment assessment did not provide any indication of impairment, no provision is required. If any such indications exist, the carrying value of an investment is written down to its recoverable amount.

Recoverability of intercompany receivables

Intercompany receivables are stated at their recoverable amount less any necessary provision. Recoverability of intercompany receivables is assessed annually and a provision is recognised if any indications exist that the receivables are not considered recoverable.

3
Turnover and other revenue
2025
2024
£
£
Turnover analysed by class of business
Revenue from installations
56,143
27,358
Revenue from sale of beacons
47,466
51,781
Revenue from ongoing subscriptions
3,924,090
2,144,665
Revenues from service appointments
79,870
10,783
Revenues from cancellation charges
111,299
11,500
4,218,868
2,246,087
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
4,218,868
2,246,087
2025
2024
£
£
Other revenue
Interest income
170,087
124,326
LIGHTSPEED FIBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 27 -
4
Operating loss
2025
2024
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange losses/(gains)
1,702
(19,599)
Depreciation of owned tangible fixed assets
4,431,706
2,795,806
Loss on disposal of tangible fixed assets
11,168
-
Amortisation of intangible assets
36,500
32,504
Operating lease charges
224,620
109,411
5
Auditor's remuneration
2025
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
22,820
22,100
Audit of the financial statements of the company's subsidiaries
58,620
56,190
81,440
78,290
6
Employees

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

Group
Company
2025
2024
2025
2024
Number
Number
Number
Number
Employees
144
90
0
0

Their aggregate remuneration comprised:

Group
Company
2025
2024
2025
2024
£
£
£
£
Wages and salaries
4,766,582
3,250,639
-
0
-
0
Social security costs
870,965
502,234
-
-
Pension costs
197,642
130,798
-
0
-
0
5,835,189
3,883,671
-
0
-
0
LIGHTSPEED FIBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 28 -
7
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
78,549
103,637
Other interest income
91,538
20,689
Total income
170,087
124,326
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
78,549
103,637
8
Interest payable and similar expenses
2025
2024
£
£
Interest on financial liabilities measured at amortised cost:
Other interest on financial liabilities
21,398,934
15,515,897
Other finance costs:
Other interest
1,755
-
Total finance costs
21,400,689
15,515,897
9
Taxation

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

2025
2024
£
£
Loss before taxation
(52,074,268)
(34,472,515)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
(13,018,567)
(8,618,129)
Tax effect of expenses that are not deductible in determining taxable profit
13,202
12,317
Tax effect of income not taxable in determining taxable profit
(22,217)
(1,947)
Unutilised tax losses carried forward
7,834,785
9,587,035
Permanent capital allowances in excess of depreciation
(423,550)
(4,331,803)
Corporate interest restriction
5,616,347
3,352,527
Taxation charge
-
-
LIGHTSPEED FIBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 29 -
10
Intangible fixed assets
Group
Goodwill
Software
Website development
Brand development
IP Address
Total
£
£
£
£
£
£
Cost
At 1 January 2025
107,527
2,332,030
1,267,927
219,758
195,007
4,122,249
Additions - internally developed
-
0
2,063,001
417,679
-
0
26,820
2,507,500
Additions - separately acquired
-
0
138,893
-
0
-
0
71,773
210,666
At 31 December 2025
107,527
4,533,924
1,685,606
219,758
293,600
6,840,415
Amortisation and impairment
At 1 January 2025
53,765
-
0
8,625
-
0
19,501
81,891
Amortisation charged for the year
10,753
-
0
2,250
-
0
23,497
36,500
At 31 December 2025
64,518
-
0
10,875
-
0
42,998
118,391
Carrying amount
At 31 December 2025
43,009
4,533,924
1,674,731
219,758
250,602
6,722,024
At 31 December 2024
53,762
2,332,030
1,259,302
219,758
175,506
4,040,358
Company
Website development
£
Cost
At 1 January 2025 and 31 December 2025
22,500
Amortisation and impairment
At 1 January 2025
8,625
Amortisation charged for the year
2,250
At 31 December 2025
10,875
Carrying amount
At 31 December 2025
11,625
At 31 December 2024
13,875

Group

Amortisation is not yet recognised on developments of the website, sales order processing and customer service systems. All these assets are assessed as still being in development and not in a final state. It is anticipated that all developments will continue into 202 6 and not be in a final stage until the end of that year. The estimated commitment needed to bring these assets to a stage of completion as at year end was £1.2 m.

LIGHTSPEED FIBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 30 -
11
Tangible fixed assets
Group
Leasehold improvements
Assets under construction
Plant and equipment
Fixtures and fittings
Computers and IT equipment
Motor vehicles
Customer premises equipment
Network Build
Total
£
£
£
£
£
£
£
£
£
Cost
At 1 January 2025
839,064
23,251,969
143,687
40,593
797,721
533,993
713,988
73,190,700
99,511,715
Additions
17,985
31,905,946
7,267
1,082
161,433
111,565
-
0
-
0
32,205,278
Disposals
-
0
-
0
-
0
-
0
-
0
(52,198)
-
0
-
0
(52,198)
Transfers
-
0
(31,464,430)
-
0
-
0
-
0
-
0
-
31,464,430
-
Adjustment
-
0
-
0
-
0
-
0
-
0
-
0
(11,168)
-
0
(11,168)
At 31 December 2025
857,049
23,693,485
150,954
41,675
959,154
593,360
702,820
104,655,130
131,653,627
Depreciation and impairment
At 1 January 2025
311,911
-
0
130,166
38,891
519,518
382,303
454,185
5,280,377
7,117,351
Depreciation charged in the year
203,442
-
0
13,856
1,356
141,408
146,779
246,894
3,677,971
4,431,706
Eliminated in respect of disposals
-
0
-
0
-
0
-
0
-
0
(44,999)
-
0
-
0
(44,999)
At 31 December 2025
515,353
-
0
144,022
40,247
660,926
484,083
701,079
8,958,348
11,504,058
Carrying amount
At 31 December 2025
341,696
23,693,485
6,932
1,428
298,228
109,277
1,741
95,696,782
120,149,569
At 31 December 2024
527,153
23,251,969
13,521
1,702
278,203
151,690
259,803
67,910,323
92,394,364
LIGHTSPEED FIBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
11
Tangible fixed assets
(Continued)
- 31 -

Network Build

This category is costs related to the construction of the superfast broadband infrastructure, where the assets so constructed are live and can be used to provide internet services to customers. The costs of construction include the labour and materials from civil and cabling efforts, electronics that facilitate the delivery of the broadband service to the point of the connected residence or business, and internal resources that are assessed as directly related to the network build.

Assets Under Construction

This category is costs related to the construction of the superfast broadband infrastructure, where the assets so constructed are not yet live and cannot be used to provide internet services to customers. The costs of construction include the labour and materials from civil and cabling efforts, electronics that facilitate the delivery of the broadband service to the point of the connected residence or business, and internal resources that are assessed as directly related to the network build.

Summary of progress

As at 31 December 2025, Lightspeed Networks Ltd had spent £128.3m on the construction of its superfast broadband infrastructure, with 341k premises passed (“PP” – meaning the number of properties for which the broadband infrastructure was constructed, but not yet available for a live internet connection). Of this spend, £104.6m related to the 283k premises that were ready for service (“RFS” – meaning the infrastructure was both constructed and available for live internet connection). The immediate goal for the business is to achieve 362k PP by the end of December 2026, with 318k RFS.

The group utilises the services of several contractors (build partners) for various phases of the network build and its commitment to any party is limited to the agreed scope of works for that phase. The group is entitled to cancel or withdraw the contract from the build partners by giving written notice at any time during the term of the contract.

12
Fixed asset investments
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Investments in subsidiaries
13
-
0
-
0
100
100
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2025 and 31 December 2025
100
Carrying amount
At 31 December 2025
100
At 31 December 2024
100
13
Subsidiaries

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

LIGHTSPEED FIBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
13
Subsidiaries
(Continued)
- 32 -
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Lightspeed Fibre Group Limited
England and Wales
Intermediate holding company
Ordinary shares
100.00
-
Lightspeed Broadband Limited
England and Wales
Provision of telecommunication services
Ordinary shares
0
100.00
Lightspeed Networks Limited
England and Wales
Construction and maintenance of telecommunication network
Ordinary shares
0
100.00
Lightspeed Central Services Limited
England and Wales
Wired and wireless telecommunication services
Ordinary shares
0
100.00
14
Stocks
Group
Company
2025
2024
2025
2024
£
£
£
£
Finished goods and goods for resale
1,006,609
1,289,362
-
0
-
0
15
Debtors
Group
Company
2025
2024
2025
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
697,183
115,189
-
0
-
0
Other debtors
4,149,516
5,247,373
3,404,479
2,524,415
Prepayments and accrued income
523,058
275,969
121,195
116,459
5,369,757
5,638,531
3,525,674
2,640,874
Amounts falling due after more than one year:
Amounts owed by group undertakings
-
0
-
0
221,954,561
144,865,820
Total debtors
5,369,757
5,638,531
225,480,235
147,506,694
LIGHTSPEED FIBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 33 -
16
Creditors: amounts falling due within one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Other borrowings
18
32,507,056
16,084,322
-
0
-
0
Trade creditors
1,508,283
2,751,976
438
9,960
Amounts owed to group undertakings
-
0
-
0
532,221
-
0
Other taxation and social security
332,642
215,033
-
0
-
0
Other creditors
73,767
39,123
-
0
-
0
Accruals and deferred income
8,250,190
7,004,345
3,411,619
2,151,079
42,671,938
26,094,799
3,944,278
2,161,039
17
Creditors: amounts falling due after more than one year
Group
Company
2025
2024
2025
2024
Notes
£
£
£
£
Other borrowings
18
202,904,000
156,426,734
202,904,000
140,004,000
Accruals and deferred income
40,963,763
21,287,063
40,963,763
21,287,063
243,867,763
177,713,797
243,867,763
161,291,063

As at the year-end, the company had accrued interest on borrowings of £40,963,763 (2024: £21,287,063) which was not repayable within the next 12 months.

18
Loans and overdrafts
Group
Company
2025
2024
2025
2024
£
£
£
£
Other loans
235,411,056
172,511,056
202,904,000
140,004,000
Payable within one year
32,507,056
16,084,322
-
0
-
0
Payable after one year
202,904,000
156,426,734
202,904,000
140,004,000

The company's borrowings relate to loans received from Kompass Kapital Holdings LLC and the shareholders of the company, Kompass Global Ventures LLC.

The loans are unsecured and subject to interest of 8%, 12.5% and 14% per annum. The capital and interest are repayable on 12 February 2031.

The group borrowings include loans received from Sequoia Capital amounting to £32.5m. The loan is secured by a fixed charge over the company's properties and interest charged at margin plus compounded reference for that day. The loan expires in December 2026.

LIGHTSPEED FIBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 34 -
19
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
197,642
130,798

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.

20
Share capital
Group and company
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares - Voting Shares of 1p each
10,000
10,000
100
100
Ordinary shares - Founder Shares of 1p each
10,147
10,147
101
101
Ordinary shares - Investor Shares of 1p each
3,300
3,300
33
33
23,447
23,447
234
234

The rights of each class of shares are:

- Ordinary Voting shares - Full voting rights, no dividends rights, no rights to participate in a capital distribution (including on a winding up), not redeemable or liable to be redeemed and right to appoint or remove directors of company.

- Ordinary Founder shares - No voting rights, dividends rights in accordance with the company's article of association, rights to participate in a capital distribution (including on a winding up) in accordance with the company's articles of association, not redeemable or liable to be redeemed and no right to appoint or remove directors of company.

- Ordinary Investor shares - No voting rights, dividends rights in accordance with the company's article of association, rights to participate in a capital distribution (including on a winding up) in accordance with the company's articles of association, not redeemable or liable to be redeemed and no right to appoint or remove directors of company.

21
Operating lease commitments
Lessee

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

Group
Company
2025
2024
2025
2024
£
£
£
£
Within one year
1,251,666
361,668
-
-
Between two and five years
493,882
473,679
-
-
1,745,548
835,347
-
-
LIGHTSPEED FIBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 35 -
22
Controlling party

In the opinion of the Directors, the ultimate controlling party is Jayson Alexander Kuti.

23
Related party transactions
Remuneration of key management personnel

The remuneration of key management personnel is as follows.

2025
2024
£
£
Aggregate compensation
566,001
576,779
Other information

The company has taken advantage of the exemption available in FRS 102 (s33 "Related Party Disclosure"), whereby it has not disclosed transactions with the parent company or any wholly owned subsidiary undertakings of the group.

Included within borrowings is a loan from Kompass Global Venture LLC, amounting to £59,418,117 (202 4: £21,805,849) on which interest of £10,106,268 (202 4:£1,403,675) was charged for the year which make a total of accrued interest of £14,414,117 as at year end. The company is a shareholder in Lightspeed Fibre Holdings Limited.

24
Cash absorbed by group operations
2025
2024
£
£
Loss for the year after tax
(52,074,268)
(34,472,515)
Adjustments for:
Finance costs
21,400,689
15,515,897
Investment income
(170,087)
(124,326)
(Gain)/loss on disposal of tangible assets
11,167
-
Amortisation and impairment of intangible assets
36,500
32,504
Depreciation and impairment of tangible fixed assets
4,431,706
3,597,177
Movements in working capital:
Decrease/(increase) in stocks
282,753
(1,176,632)
Decrease/(increase) in debtors
268,774
(6,637,118)
Increase in creditors
1,252,759
9,079,261
Cash absorbed by operations
(24,560,007)
(14,185,752)
LIGHTSPEED FIBRE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 36 -
25
Cash absorbed by operations - company
2025
2024
£
£
Loss for the year after tax
(5,029,179)
(4,170,284)
Adjustments for:
Finance costs
19,676,701
12,725,693
Investment income
(49,373)
(62,624)
Amortisation and impairment of intangible assets
2,250
2,250
Movements in working capital:
Increase in debtors
(77,973,541)
(52,762,865)
Increase in creditors
1,783,238
433,327
Cash absorbed by operations
(61,589,904)
(43,834,503)
26
Analysis of changes in net debt - group
1 January 2025
Cash flows
Market value movements
31 December 2025
£
£
£
£
Cash at bank and in hand
5,120,567
771,493
-
5,892,060
Borrowings excluding overdrafts
(172,511,056)
(77,022,349)
14,122,349
(235,411,056)
(167,390,489)
(76,250,856)
14,122,349
(229,518,996)
27
Analysis of changes in net debt - company
1 January 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
1,541,363
1,359,469
2,900,832
Borrowings excluding overdrafts
(140,004,000)
(62,900,000)
(202,904,000)
(138,462,637)
(61,540,531)
(200,003,168)
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