Company registration number 16471140 (England and Wales)
TRUESPEED HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
TRUESPEED HOLDINGS LIMITED
COMPANY INFORMATION
Director
Mr I Shervell
(Appointed 23 May 2025)
Secretary
Aviva Company Secretarial Services Limited
Company number
16471140
Registered office
80 Fenchurch Street
London
EC3M 4AE
Auditor
UHY Hacker Young
Bradbury House
Mission Court
Newport
Gwent
United Kingdom
NP20 2DW
TRUESPEED HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1
Director's report
2 - 3
Director's responsibilities statement
4
Independent auditor's report
5 - 7
Profit and loss account
8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Group statement of cash flows
14
Notes to the financial statements
15 - 34
TRUESPEED HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 1 -

The director presents the strategic report for the period ended 31 December 2025.

Review of the business

Truespeed Holdings Limited was incorporated on 23 May 2025 as part of a new group to combine Truespeed Communications Limited with County Broadband Limited, bringing both entities under common ownership. The combination forms part of a wider strategy to build scale within the UK full-fibre broadband market and to realise operational and commercial synergies across the enlarged group. The director considers that bringing the two networks under common ownership strengthens the company's competitive position, expands its addressable footprint, and supports the long-term growth and sustainability of the business.

 

As shown in the profit and loss account on page 8, the group's revenue was £2,540,256.

 

The operating loss was £3,532,306 for the period to 31 December 2025.

 

At 31 December 2025 the group had net assets of £33,834,168 as shown by the balance sheet on page 10.

 

The results and financial position are in line with the group's business plan. The group continues to receive the support of its financiers. Refer to Note 17 for details of borrowings.

Principal risks and uncertainties

The group operates in a highly competitive market which is a continuing risk to the group and could result in losing sales to its key competitors. The group manages this risk by focusing on quality of service.

 

The group's activities expose it to a number of financial risks including price risk, credit risk, cash flow risk and liquidity risk. The group does not use derivative financial instruments for speculative purposes.

 

Cash flow risk

The group's activities expose it to the financial risks of changes in foreign currency exchange rates. The group does not actively manage foreign currency exposure.

 

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 and customers.

 

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 medium term debt finance.

On behalf of the board

Mr I Shervell
Director
25 September 2026
TRUESPEED HOLDINGS LIMITED
DIRECTOR'S REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 2 -

The director presents his annual report and financial statements for the period ended 31 December 2025.

Principal activities

The principal activity of the group is telecoms and provision of internet services.

Results and dividends

The results for the period are set out on page 8.

No ordinary dividends were paid. The director does not recommend payment of a further dividend.

Director

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

Mr I Shervell
(Appointed 23 May 2025)
Mr C Herriott
(Appointed 18 December 2025 and resigned 6 March 2026)
Ms M Torroais Albuquerque Leal
(Appointed 23 May 2025 and resigned 11 September 2025)
Auditor

UHY Hacker Young were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

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

Going concern

The group continues to see significant growth in customer connections on its full fibre network in line with its business plan. The director is satisfied with progress to date, notwithstanding the loss sustained in the period to 31 December 2025 of £7,869,723 and the net current liabilities at 31 December 2025 of £13,254,611.

 

Net current liabilities includes £1,922,000 of loan note holder loans. The net assets also includes gross borrowings of £205,856,934 from Aviva Investors Infrastructure Income No. 6 Limited which is the parent undertaking of the group. It also includes associated accrued loan interest of £8,985,186.

 

The director has prepared a detailed business plan and rolling cash flow forecasts. The group (as part of the new Freedom Truespeed Group) has secured shareholder funding which will fund the operations of the group to the point that it is expected to become cash generative. On this basis the director has concluded that the group will be able to meet its liabilities as they fall due for the foreseeable future and hence it is appropriate to continue to adopt the going concern basis in the preparation of these financial statements.

 

Demand for gigabit-capable broadband services continues to increase, driven by higher-quality video streaming, more connected devices per home, and new use cases such as Cloud services, smart-home devices, and gaming.

Post balance sheet events

Subsequent to the year end, the group combined with the Freedom Holdco 1 Limited group, a further full-fibre broadband provider, to create the Freedom Truespeed Group. This transaction further extends the group's network reach and customer base, and is consistent with the directors' strategy of consolidation within the sector. As the combination occurred after the reporting date, it is treated as a non-adjusting post balance sheet event and has had no impact on the amounts recognised in these financial statements.

TRUESPEED HOLDINGS LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 3 -
On behalf of the board
Mr I Shervell
Director
25 September 2026
TRUESPEED HOLDINGS LIMITED
DIRECTOR'S RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 4 -

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

United Kingdom company law requires the director to prepare financial statements for each financial year. Under that law, the director has 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 director must not approve the financial statements unless he is 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 director is required to:

The director is 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. He is 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.

TRUESPEED HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF TRUESPEED HOLDINGS LIMITED
- 5 -
Opinion

We have audited the financial statements of Truespeed Holdings 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:

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 director's 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 director 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 director is 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:

TRUESPEED HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF TRUESPEED HOLDINGS LIMITED
- 6 -
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 their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the director's 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:

Responsibilities of director

As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or parent company or to cease operations, or has 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.

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:

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

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

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

 

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

Mr John Griffiths (Senior Statutory Auditor)
For and on behalf of UHY Hacker Young, Statutory Auditor
Chartered Accountants
Newport
Gwent
United Kingdom
25 September 2026
TRUESPEED HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 8 -
Period ended
31 December
2025
Notes
£
Turnover
3
2,540,256
Cost of sales
(91,822)
Gross profit
2,448,434
Administrative expenses
(6,056,740)
Other operating income
76,000
Operating loss
4
(3,532,306)
Interest receivable and similar income
7
1,810,014
Interest payable and similar expenses
8
(6,147,431)
Loss before taxation
(7,869,723)
Tax on loss
9
-
0
Loss for the financial period
(7,869,723)
(Loss)/profit for the financial period is attributable to:
- Owners of the parent company
(6,603,327)
- Non-controlling interests
(1,266,396)
(7,869,723)
TRUESPEED HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 9 -
Period ended
31 December
2025
£
Loss for the period
(7,869,723)
Other comprehensive income
-
Cash flow hedges gain arising in the period
-
0
Total comprehensive income for the period
(7,869,723)
Total comprehensive income for the period is attributable to:
- Owners of the parent company
(6,603,327)
- Non-controlling interests
(1,266,396)
(7,869,723)
TRUESPEED HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 10 -
2025
Notes
£
£
Fixed assets
Goodwill
10
186,954,607
Other intangible assets
10
1,359,936
Total intangible assets
188,314,543
Tangible assets
11
130,544,383
318,858,926
Current assets
Stocks
14
2,379,291
Debtors
15
2,049,589
Cash at bank and in hand
1,990,008
6,418,888
Creditors: amounts falling due within one year
16
(19,673,499)
Net current liabilities
(13,254,611)
Total assets less current liabilities
305,604,315
Creditors: amounts falling due after more than one year
17
(271,770,147)
Net assets
33,834,168
Capital and reserves
Called up share capital
21
1,000
Merger reserve
63,911,948
Profit and loss reserves
(1,467,840)
Equity attributable to owners of the parent company
62,445,108
Non-controlling interests
(28,610,940)
Total equity
33,834,168

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

The financial statements were approved by the board of directors and authorised for issue on 25 September 2026 and are signed on its behalf by:
25 September 2026
Mr I  Shervell
Director
Company registration number 16471140 (England and Wales)
TRUESPEED HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
31 December 2025
- 11 -
2025
Notes
£
£
Fixed assets
Investments
12
1,000
Current assets
Debtors
15
231,858,610
Creditors: amounts falling due within one year
16
(10,908,186)
Net current assets
220,950,424
Total assets less current liabilities
220,951,424
Creditors: amounts falling due after more than one year
17
(215,869,306)
Net assets
5,082,118
Capital and reserves
Called up share capital
21
1,000
Profit and loss reserves
5,081,118
Total equity
5,082,118

As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £54,369.

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

The financial statements were approved by the board of directors and authorised for issue on 25 September 2026 and are signed on its behalf by:
25 September 2026
Mr I  Shervell
Director
Company registration number 16471140 (England and Wales)
TRUESPEED HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 12 -
Share capital
Merger reserve
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
Balance at 23 May 2025
-
-
-
-
-
-
Period ended 31 December 2025:
Loss and total comprehensive income
-
-
(6,603,327)
(6,603,327)
(1,266,396)
(7,869,723)
Issue of share capital
21
1,000
-
-
1,000
-
1,000
Difference between value of shares issued and acquired
-
63,911,948
-
63,911,948
-
63,911,948
Acquisition of subsidiary
-
-
-
-
(27,344,544)
(27,344,544)
Capital contribution
-
-
5,135,487
5,135,487
-
5,135,487
Balance at 31 December 2025
1,000
63,911,948
(1,467,840)
62,445,108
(28,610,940)
33,834,168
The merger reserve relates to the share premium in the company's subsidiary Truespeed Communications Group Limited relating to shares issued to acquire the group's interest in Truespeed Communications Limited and County Broadband Limited as part of the group merger/reorganisation.
The capital contribution relates to a contribution from Aviva Investors Infrastructure Income No. 6 Limited  in relation to shares acquired from former minority shareholders of Truespeed Communications Limited.
TRUESPEED HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 23 May 2025
-
-
-
Period ended 31 December 2025:
Profit and total comprehensive income
-
(54,369)
(54,369)
Issue of share capital
21
1,000
-
1,000
Capital contribution
-
5,135,487
5,135,487
Balance at 31 December 2025
1,000
5,081,118
5,082,118
TRUESPEED HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 14 -
Period ended
31 December 2025
Notes
£
£
Cash flows from operating activities
Cash generated from operations
28
609,198
Investing activities
Purchase of business
3,068,118
Purchase of intangible assets
(139,936)
Purchase of tangible fixed assets
(1,552,704)
Interest received
5,332
Net cash generated from investing activities
1,380,810
Net increase in cash and cash equivalents
1,990,008
Cash and cash equivalents at beginning of period
-
Cash and cash equivalents at end of period
1,990,008
TRUESPEED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 15 -
1
Accounting policies
Company information

Truespeed Holdings Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 80 Fenchurch Street, London, EC3M 4AE.

 

The group consists of Truespeed Holdings Limited and all of its subsidiaries.

1.1
Reporting period

The parent company was incorporated on 23 May 2025. The reporting period is from 23 May 2025 to 31 December 2025.

1.2
Basis of preparation

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

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

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

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

 

1.3
Business combinations

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, joint ventures and associates are accounted for at cost less impairment.

TRUESPEED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
1.4
Basis of consolidation

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

 

All financial statements are made up to 31 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.

1.5
Going concern

At the time of approving the financial statements, the director has a reasonable expectation that the group and parent company have adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements.

The group continues to see significant growth in customer connections on its full fibre network in line with its business plan. The director is satisfied with progress to date, notwithstanding the loss sustained in the period to 31 December 2025 of £7,869,723 and the net current liabilities at 31 December 2025 of £13,254,611.

 

Net current liabilities includes £1,922,000 of loan note holder loans. The net assets also includes gross borrowings of £205,856,934 from Aviva Investors Infrastructure Income No. 6 Limited which is the parent undertaking of the group. It also includes associated accrued loan interest of £8,985,186.

 

The director has prepared a detailed business plan and rolling cash flow forecasts. The group (as part of the new Freedom Truespeed Group) has secured shareholder funding which will fund the operations of the group to the point that it is expected to become cash generative. On this basis the director has concluded that the group will be able to meet its liabilities as they fall due for the foreseeable future and hence it is appropriate to continue to adopt the going concern basis in the preparation of these financial statements.

 

Demand for gigabit-capable broadband services continues to increase, driven by higher-quality video streaming, more connected devices per home, and new use cases such as Cloud services, smart-home devices, and gaming.

1.6
Revenue

Revenue comprises sales of services provided to customers net of value added tax and other sales taxes, less an appropriate deduction for actual and expected returns and discounts. Revenue is recognised when performance obligations are satisfied and the control of goods or services is transferred to the buyer. Where the performance obligation is satisfied over time, revenue is recognised in accordance with its progress towards complete satisfaction of that performance obligation.

TRUESPEED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
1.7
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 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.

1.8
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
4 years
IP addresses
4 years
Website costs
4 years
1.9
Tangible fixed assets

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

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

Plant and equipment
25% straight line
Motor vehicles
25% straight line
Network infrastructure
4%, 5% & 12.5% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.10
Fixed asset investments

Equity investments 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.

 

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.

TRUESPEED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 18 -

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.

1.11
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.

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.

1.12
Stocks

Stock comprises consumables. Stock is valued at the lower of cost and recoverable amount, being the higher of value in use or realisable amount.

 

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its recoverable amount is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

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.

1.13
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, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

TRUESPEED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 19 -
1.14
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 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

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.

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.

TRUESPEED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 20 -
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 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.

Other financial liabilities

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.

Derecognition of financial liabilities

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

1.15
Compound instruments

The component parts of compound instruments issued by the group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.

1.16
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.

1.17
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.

TRUESPEED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 21 -
1.18
Retirement benefits

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

1.19
Leases
As lessee

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.

TRUESPEED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 22 -
2
Judgements and key sources of estimation uncertainty

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

 

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

Critical judgements

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

Going concern

The group continues to see significant growth in customer connections on its full fibre network in line with its business plan. The director is satisfied with progress to date, notwithstanding the loss sustained in the period to 31 December 2025 of £7,869,723 and the net current liabilities at 31 December 2025 of £13,254,611.

 

The director has prepared a detailed business plan and rolling cash flow forecasts. The group (as part of the new Freedom Truespeed Group) has secured shareholder funding which will fund the operations of the group to the point that it is expected to become cash generative. On this basis the director has concluded that the group will be able to meet its liabilities as they fall due for the foreseeable future and hence it is appropriate to continue to adopt the going concern basis in the preparation of these financial statements.

 

Demand for gigabit-capable broadband services continues to increase, driven by higher-quality video streaming, more connected devices per home, and new use cases such as Cloud services, smart-home devices, and gaming.

Carrying value of goodwill

As set out in the notes to these financial statements the group has invested in a number of subsidiaries during the current period which created significant cost of goodwill in the group balance sheet.

 

Management considers whether 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.

Useful economic life of goodwill

The director is 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.

Impairment of fixed assets

Management has decided to pause its build programme of its Network until further funding is secured. As a result, management has assessed that this constitutes a potential indicator of impairment for the group's fibre network. To determine whether impairment was required on the Network as a whole, the expected value in use was calculated using projections on a discounted cash flow basis. As the Net Present Value of the Network exceeded the carrying value of the assets, no impairment was deemed necessary.

TRUESPEED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
2
Judgements and key sources of estimation uncertainty
(Continued)
- 23 -
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.

Tangible fixed assets

Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending in a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

Software development

The group has capitalised £1,155,267 of internally generated software development costs. The director believes that the technical, commercial and financial feasibility can be demonstrated.

 

The costs are being amortised over 4 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.

Deferred tax

The group has approximately £8 million of tax losses carried forward. A deferred tax asset has not been recognised in the financial statements because there is currently insufficient certainty on the reversal of the asset.

3
Turnover and other revenue
2025
£
Turnover analysed by class of business
ISP and ancillary services
2,540,256
2025
£
Other revenue
Interest income
1,810,014
4
Operating loss
2025
£
Operating loss for the period is stated after charging/(crediting):
Exchange gains
(1,672)
Depreciation of tangible fixed assets
1,129,010
Loss on disposal of tangible fixed assets
81,390
Amortisation of intangible assets
1,609,731
Operating lease charges
111,046
TRUESPEED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 24 -
5
Auditor's remuneration
2025
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
8,750
Audit of the financial statements of the company's subsidiaries
20,350
29,100
6
Employees

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

Group
Company
2025
2025
Number
Number
Engineering
121
-
Sales & Marketing
49
-
IT
4
-
Management
21
-
Admin
28
-
Total
223
0

Their aggregate remuneration comprised:

Group
Company
2025
2025
£
£
Wages and salaries
1,465,437
-
0
Social security costs
289,741
-
Pension costs
62,914
-
0
1,818,092
-
0
7
Interest receivable and similar income
2025
£
Interest income
Interest on bank deposits
5,332
Other interest income
1,804,682
Total income
1,810,014
TRUESPEED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 25 -
8
Interest payable and similar expenses
2025
£
Interest on bank overdrafts and loans
5,695,260
Other interest on financial liabilities
85,699
Other interest
366,472
Total finance costs
6,147,431
9
Taxation

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:

2025
£
Loss before taxation
(7,869,723)
Expected tax credit based on the standard rate of corporation tax in the UK of 25%
(1,967,431)
Effects of:
Unutilised tax losses carried forward
1,967,431
Taxation charge in the financial statements
-
10
Intangible fixed assets
Group
Notes
Goodwill
Software
IP addresses
Website costs
Total
£
£
£
£
£
Cost
At 23 May 2025
-
0
-
0
-
0
-
0
-
0
Additions - internally developed
-
0
131,536
-
0
8,400
139,936
Additions - business combinations
22
188,437,982
1,023,731
297,212
25,413
189,784,338
At 31 December 2025
188,437,982
1,155,267
297,212
33,813
189,924,274
Amortisation and impairment
At 23 May 2025
-
0
-
0
-
0
-
0
-
0
Amortisation charged for the period
1,483,375
106,649
15,226
4,481
1,609,731
At 31 December 2025
1,483,375
106,649
15,226
4,481
1,609,731
Carrying amount
At 31 December 2025
186,954,607
1,048,618
281,986
29,332
188,314,543
The company had no intangible fixed assets at 31 December 2025.
TRUESPEED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 26 -
11
Tangible fixed assets
Group
Notes
Plant and equipment
Motor vehicles
Network infrastructure
Total
£
£
£
£
Cost
At 23 May 2025
-
0
-
0
-
0
-
0
Additions
82,746
-
0
1,469,958
1,552,704
Business combinations
22
2,797,156
99,855
127,223,678
130,120,689
At 31 December 2025
2,879,902
99,855
128,693,636
131,673,393
Depreciation and impairment
At 23 May 2025
-
0
-
0
-
0
-
0
Depreciation charged in the period
186,378
15,329
927,303
1,129,010
At 31 December 2025
186,378
15,329
927,303
1,129,010
Carrying amount
At 31 December 2025
2,693,524
84,526
127,766,333
130,544,383
The company had no tangible fixed assets at 31 December 2025.
12
Fixed asset investments
Group
Company
2025
2025
Notes
£
£
Investments in subsidiaries
13
-
0
1,000
TRUESPEED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
12
Fixed asset investments
(Continued)
- 27 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 23 May 2025
-
Additions
1,000
At 31 December 2025
1,000
Carrying amount
At 31 December 2025
1,000

During the period the company and its parent Aviva Investors Infrastructure Income No. 6 Limited made an offer to legacy shareholders in Truespeed Communications Limited to acquire the shares not owned by Aviva Investors Infrastructure Income No. 6 Limited. This consisted of £5.1m paid by Aviva Investors Infrastructure Income No. 6 Limited and loan notes issued by the company of £10.0m. Subsequently Aviva Investors Infrastructure Income No. 6 Limited transferred its interest in Truespeed Communications Limited to the company via a "permitted transfer". No cost was recorded.

 

The company's interest in Truespeed Communications Limited was subsequently transferred to its subsidiary Truespeed Communications Group Limited via a share for share exchange.

13
Subsidiaries

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

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Truespeed Communications Group Limited
United Kingdom
Ordinary A
80.00
-
Truespeed Communications Limited
United Kingdom
Ordinary
0
80.00
County Broadband Limited
United Kingdom
Ordinary
0
80.00

The registered office of Truespeed Communications Group Limited is 80 Fenchurch Street, London, EC3M 4AE.

 

The registered office of Truespeed Communications Limited is Pinesgate East, Lower Bristol Road, Bath, BA2 3DP.

 

The registered office of County Broadband Limited is Old Bourchiers Hall, New Road, Aldham, Colchester, Essex, CO6 3QU.

TRUESPEED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 28 -
14
Stocks
Group
Company
2025
2025
£
£
Network consumables
2,379,291
-
0
15
Debtors
Group
Company
2025
2025
Amounts falling due within one year:
£
£
Trade debtors
446,009
-
0
Amounts owed by group undertakings
-
0
17,015,490
Other debtors
89,101
1,000
Prepayments and accrued income
1,514,479
-
0
2,049,589
17,016,490
Amounts falling due after more than one year:
Amounts owed by group undertakings
-
0
214,842,120
Total debtors
2,049,589
231,858,610
16
Creditors: amounts falling due within one year
Group
Company
2025
2025
£
£
Trade creditors
1,548,761
-
0
Other taxation and social security
445,759
-
0
Other creditors
4,696,319
1,923,000
Accruals and deferred income
12,982,660
8,985,186
19,673,499
10,908,186

Included within other creditors are loans totalling £1,922,000 from certain holders of the loan notes issued in the period.

 

Included within accruals, is accrued interest payable of £8,985,186 on the Aviva Investors Infrastructure Income No. 6 Limited loan.

 

In the current period, as part of the group reorganisation, the loan note holder loans and accrued interest payable balances were transferred from Truespeed Communications Limited via Truespeed Communications Group Limited.

TRUESPEED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 29 -
17
Creditors: amounts falling due after more than one year
Group
Company
2025
2025
Notes
£
£
Convertible loans
19
10,012,372
10,012,372
Other borrowings
18
261,757,775
205,856,934
271,770,147
215,869,306

In the current period, as part of the group reorganisation, the other borrowings relating to finance from Aviva Investors Infrastructure Income No. 6 Limited were transferred from Truespeed Communications Limited via Truespeed Communications Group Limited.

 

The company has access to an existing facility with Avivia Investors Infrastructure Income No. 6 Limited. The overall facilities agreed are up to £175 million with a fixed interest rate of 8.75% to 9.25% per annum.

 

Repayments amounts will be based on "excess cash" determined in accordance with the criteria set out in the loan facility.

 

The loan is secured against the assets of the group.

18
Loans and overdrafts
Group
Company
2025
2025
£
£
Loans from related parties
55,900,841
-
0
Other loans
205,856,934
205,856,934
261,757,775
205,856,934
Payable after one year
261,757,775
205,856,934

See note 17 for details of borrowings.

19
Convertible loan notes
Group
Company
2025
2025
£
£
Liability component of convertible loan notes
10,012,372
10,012,372

The convertible loan notes were part of the consideration that Truespeed Holdings offered to acquire the remaining shareholding of Truespeed Communications Limited from the minority shareholders.

 

Total consideration of £15,147,859 of the shares acquired in Truespeed Communications Limited was split between £5,135,487 of cash and £10,012,372 of loan notes.

TRUESPEED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
19
Convertible loan notes
(Continued)
- 30 -

The loan note value is set at £2.26 as the loans are not interest-bearing for a period of 18 months and the 26 pence represents the period of 18 months accrued interest at the rate of 8.75% based on an initial value of the loan note being £2 per share in Truespeed Communications Limited acquired.

The loan notes cannot be redeemed, or converted into equity, for a period of 6 months.

 

20
Retirement benefit schemes
2025
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
62,914

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 period end, there were outstanding contributions of £114,263.

21
Share capital
Group and company
2025
2025
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares of £1 each
1,000
1,000

On incorporation, the company issued 1,000 Ordinary class £1 shares at par value.

TRUESPEED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 31 -
22
Acquisition of a business

On 4 November 2025, the group acquired 80% of the issued share capital of Truespeed Communications Limited for consideration of £63,247,846.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
1,346,356
-
1,346,356
Property, plant and equipment
78,517,157
-
78,517,157
Inventories
2,116,838
-
2,116,838
Trade and other receivables
1,215,206
-
1,215,206
Cash and cash equivalents
2,212,309
-
2,212,309
Trade and other payables
(215,813,073)
-
(215,813,073)
Total identifiable net assets
(130,405,207)
-
(130,405,207)
Non-controlling interests
26,081,041
Goodwill
167,572,012
Total consideration
63,247,846
The consideration was satisfied by:
£
Issue of shares
48,099,987
Issue of convertible loans
10,012,372
Capital contribution
5,135,487
63,247,846
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
2,099,404
Loss after tax
(5,419,196)
TRUESPEED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
22
Acquisition of a business
(Continued)
- 32 -

On 3 December 2025 the group acquired 80% percent of the issued capital of County Broadband Limited for consideration of £15,811,961.

Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
51,603,532
-
51,603,532
Inventories
192,474
-
192,474
Trade and other receivables
1,541,120
-
1,541,120
Cash and cash equivalents
855,809
-
855,809
Trade and other payables
(60,510,447)
-
(60,510,447)
Total identifiable net assets
(6,317,512)
-
(6,317,512)
Non-controlling interests
1,263,503
Goodwill
20,865,970
Total consideration
15,811,961
The consideration was satisfied by:
£
Issue of shares
15,811,961
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
440,852
Loss after tax
(912,784)
23
Operating lease commitments
As lessee

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

Group
Company
2025
2025
£
£
Within 1 year
348,552
-
Years 2-5
860,117
-
After 5 years
162,500
-
1,371,169
-
TRUESPEED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 33 -
24
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2025
2025
£
£
Acquisition of tangible fixed assets
1,309,118
-
25
Related party transactions

Group

 

During the period, the group incurred interest payable of £366,472 to County Broadband Holdings Limited, the 20% minority shareholder of the group. At the period end, the group owed £56,665,499 to County Broadband Holdings Limited. Of this balance, £764,658 is included in other creditors within creditors: amounts falling due within one year and £55,900,841 is included in other borrowings within creditors: amounts falling due after more than one year.

 

During the period, the group received finance from Aviva Investors Infrastructure Income No.6 Limited as detailed in note 16. Aviva Investors Infrastructure Income No. 6 Limited owns 100% of shares in Truespeed Holdings Limited. At the period end, the group owed £205,856,934 to Aviva Investors Infrastructure Income No.6 Limited. Interest of £5,697,487 was incurred during the period of which £nil was paid during the period.

 

Company

 

During the period, the company received interest of £1,379,047 from Truespeed Communications Group Limited, its subsidiary company. At the period end, the company was owed £231,857,610 by Truespeed Communications Group Limited. Also at the period end, the company owed £1,000 to Truespeed Communications Group Limited.

 

Also during the period, the company received interest of £4,318,440 from Truespeed Communications Limited, its subsidiary company.

26
Controlling party

The company's immediate and ultimate parent undertakings and controlling party is Aviva Investors Infrastructure Income No.6 Limited.

 

Aviva Investors Infrastructure Income No.6 Limited is an investment fund entity which holds its investment in Truespeed Holdings Limited as part of an investment portfolio hence it is required to record its investment at fair value through profit or loss rather than consolidating.

 

Aviva Investors Infrastructure Income No.6 Limited is legally owned by Aviva Plc, but it is a fund entity that whilst managed by Aviva Investors is beneficially owned by external parties; therefore it is not consolidated in the Aviva Plc group accounts.

 

Truespeed Holdings Limited is the parent of the smallest and largest group of which the company is a member and for which consolidated financial statements are prepared.

 

Copies of the consolidated financial statements of Truespeed Holdings Limited are available from the company's registered office 80 Fenchurch Street, London, United Kingdom, EC3M 4AE.

TRUESPEED HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
- 34 -
27
Post balance sheet events

Subsequent to the year end, the group combined with the Freedom Holdco 1 Limited group, a further full-fibre broadband provider, to create the Freedom Truespeed Group. This transaction further extends the group's network reach and customer base, and is consistent with the directors' strategy of consolidation within the sector. As the combination occurred after the reporting date, it is treated as a non-adjusting post balance sheet event and has had no impact on the amounts recognised in these financial statements.

28
Cash generated from group operations
2025
£
Loss after taxation
(7,869,723)
Adjustments for:
Finance costs
6,147,431
Investment income
(1,810,014)
Amortisation and impairment of intangible assets
1,609,731
Depreciation and impairment of tangible fixed assets
1,129,010
Movements in working capital:
Increase in stocks
(69,979)
Decrease in debtors
2,512,419
Decrease in creditors
(1,039,677)
Cash generated from operations
609,198
29
Analysis of changes in net debt - group
23 May 2025
Cash flows
31 December 2025
£
£
£
Cash at bank and in hand
-
1,990,008
1,990,008
Borrowings excluding overdrafts
-
(261,757,775)
(261,757,775)
Convertible loan notes
-
(10,012,372)
(10,012,372)
-
(269,780,139)
(269,780,139)
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