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Registered number: 10174559









NANO FIBRE UK LIMITED








ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2026

 
NANO FIBRE UK LIMITED
 
 
COMPANY INFORMATION


Directors
Dirk Coetzee Mostert 
Wilhelm Petrus Strumpher 




Company secretary
Wilhelm Petrus Strumpher



Registered number
10174559



Registered office
The Granary Lutterworth Road
Gilmorton

Lutterworth

England

LE17 5NY




Independent auditors
Clive Owen LLP

Chartered Accountants & Statutory Auditors

Oak Tree House, Harwood Road

Northminster Business Park

York

England

YO26 6QU




Accountants
Finovate Advisory Limited
18 Queen Square

Bath

Bath and North East Somerset

England

BA1 2HN





 
NANO FIBRE UK LIMITED
 

CONTENTS



Page
Strategic report
1 - 2
Directors' report
3 - 5
Directors' responsibilities statement
6
Independent auditors' report
7 - 10
Balance sheet
11
Statement of comprehensive income
12
Statement of changes in equity
13
Statement of cash flows
14 - 15
Analysis of net debt
16
Notes to the financial statements
17 - 36


 
NANO FIBRE UK LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2026

Introduction
 
Nano Fibre UK Limited (“the Company”) presents its strategic report for the year ended 31 May 2026. The report provides a fair review of the business, an analysis of performance using financial and other key performance indicators, and outlines the principal risks and uncertainties facing the Company.

Business review
 
The Company continued to operate as a specialist provider of telecommunications infrastructure and engineering services across the United Kingdom. During the year, the business strengthened its market position through continued growth in installation and civil engineering activities, supported by long-term customer relationships and increased operational capacity.

Turnover increased to £24,124,352 (2025: £21,934,414), representing growth of approximately 10.0%. The increase in turnover was accompanied by an improvement in gross profit, which increased to £7,411,353 (2025: £5,589,448). The gross profit margin increased to 30.7% (2025: 25.5%).

Other operating income increased to £74,891 (2025: £46,763), including insurance claims receivable, royalty income and recoveries.

Operating profit increased to £1,984,766 (2025: £384,601). After interest receivable of £3,411 and interest payable of £348,895, profit before tax was £1,639,282 (2025: £144,758).

The Company recognised a deferred tax charge of £441,950 (2025: credit of £313,072), resulting in a profit for the year of £1,197,332 (2025: £457,830).

The directors consider the overall financial performance for the year to be positive, with improved turnover, gross margin and operating profitability compared with the prior year.

Principal risks and uncertainties
 
The directors continually assess the principal risks affecting the business and implement appropriate controls to mitigate those risks.

The principal risks facing the Company include:

• Market risk – changes in demand within the telecommunications infrastructure sector and broader economic conditions.
• Operational risk – maintaining service quality, operational efficiency and health and safety standards whilst supporting continued growth.
• Credit risk – exposure to customer default, managed through ongoing credit assessments and monitoring of receivable balances.
• Liquidity risk – maintaining adequate working capital and funding to support operations and meet financial obligations as they fall due.
• Regulatory and compliance risk – ensuring continued compliance with telecommunications, employment, health and safety, environmental and data protection legislation.

The directors regularly review financial performance, cash flow forecasts and operational metrics to ensure these risks remain appropriately managed.

Page 1

 
NANO FIBRE UK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2026

Financial key performance indicators
 
The directors monitor a range of financial measures to assess the Company's performance and financial position, including:

• Revenue - £24.12m (2025: £21.93m)
• Revenue growth – 10% (2025: 121%)
• Gross margin – 30.7% (2025: 25.5%)
• Operating margin – 8.2% (2025: 1.8%)
• Current ratio – 0.69 (2025: 0.70)
• Employee growth – 4.4% (2025: 86.4%) 

These indicators demonstrate continued revenue growth, improved profitability, strengthened margins, prudent liquidity management and ongoing investment in the Company's workforce.

Other key performance indicators
 
In addition to financial performance, the directors monitor several operational measures which support the long-term success of the business:

• Continued investment in employee training, development and professional competence;
• Maintaining high standards of health, safety and regulatory compliance;
• Improving operational efficiency through investment in equipment and technology;
• Promoting employee engagement, diversity and equal opportunities throughout the organisation; and
• Supporting sustainable business practices through responsible resource management and environmental awareness.

The directors believe these measures contribute to the Company's long-term resilience and ability to deliver sustainable growth.


This report was approved by the board and signed on its behalf.



Wilhelm Petrus Strumpher
Director

Dirk Coetzee Mostert
Director


9 October 2026


Page 2

 
NANO FIBRE UK LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MAY 2026

The directors present their report and the financial statements for the year ended 31 May 2026.

Principal activity

Nano Fibre UK Limited is a private company limited by shares, incorporated and domiciled in England and Wales. The Company's registered office is The Granary, Lutterworth Road, Gilmorton, Lutterworth, Leicestershire, LE17 5NY.

The principal activity of the Company is the provision of telecommunications infrastructure services, including wireless telecommunications activities and engineering consultancy.

The financial statements have been prepared in Pounds Sterling, being the functional currency of the Company. Monetary amounts are rounded to the nearest Pound.

Results and dividends

The profit for the year, after taxation, amounted to £1,197,332 (2025 - £457,830).

Full details of the balance sheet, results of operations and cash flow of the company are set out in these financial statements.

During the year, the Company completed the redemption of the Redeemable Investors Share in accordance with the Shareholders' Agreement.

As part of the year-end review, the directors reassessed the calculation of the preference dividend accrual recognised in prior periods. It was determined that the previous accrual exceeded the total return payable under the terms of the Shareholders' Agreement. Accordingly, the excess accrual was reversed during the year, resulting in a credit of £623,741 to retained earnings. Following this adjustment and the redemption of the investment, no dividend liability remained outstanding at 31 May 2026.

Purchase and cancellation of shares

During the year the Company redeemed and cancelled one Redeemable Investors Share with a nominal value of £500,000 in accordance with the relevant shareholder agreements.

The Company also issued 500 ordinary shares of £1 each during the year.

Further details of movements in share capital are set out in Note 12 to the financial statements.

Directors

The directors who served during the year and to date of this report were:

Dirk Coetzee Mostert 
Wilhelm Petrus Strumpher 

Political donations and expenditure

No political donations and expenditure have been incurred during the current or prior year.

Page 3

 
NANO FIBRE UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2026

Principal risks and uncertainties

The principal risks facing the Company include:

• Fluctuations in activity levels within the telecommunications sector;
• Maintaining operational capacity whilst delivering high-quality services;
• Customer credit risk;
• Liquidity and working capital management;
• Compliance with applicable legal and regulatory requirements.

The Board reviews these risks regularly and maintains appropriate financial and operational controls designed to mitigate their potential impact.

Going Concern

The financial statements have been prepared on the going concern basis.

The directors have considered the Company's current financial position, forecast cash flows, available funding facilities and future trading prospects. Based on this assessment, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and therefore continue to adopt the going concern basis in preparing the financial statements.

Future developments

The directors intend to continue expanding the Company's telecommunications infrastructure and engineering operations across the United Kingdom. Investment will remain focused on operational capability, skilled personnel, customer relationships and the delivery of high-quality engineering services to support sustainable long-term growth.

Research and development activities

The Company continues to invest in improving operational processes, engineering methodologies and technical capabilities where appropriate to support efficiency and service delivery.

Engagement with employees

The directors recognise that employees are fundamental to the continued success of the business.

The Company remains committed to providing a safe working environment, promoting equal opportunities and investing in employee development through ongoing training and professional development. Regular communication with employees encourages engagement and supports the achievement of the Company's strategic objectives.

Engagement with suppliers, customers and others

The Company seeks to maintain strong and collaborative relationships with its customers, suppliers and other stakeholders. The directors recognise that long-term business success depends upon maintaining these relationships through fair dealing, open communication and high standards of service delivery.

Page 4

 
NANO FIBRE UK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2026

Employment of disabled persons

The Company is committed to equality of opportunity and seeks to ensure that disabled persons are treated fairly in recruitment, training, career development and promotion. Every effort is made to retain employees who become disabled during their employment wherever practicable.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no material events since the reporting date requiring adjustment to, or disclosure in, these financial statements.

Auditors

Under section 487(2) of the Companies Act 2006, Clive Owen LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

This report was approved by the board on 9 October 2026 and signed on its behalf.
 





Wilhelm Petrus Strumpher
Director
Dirk Coetzee Mostert
Director

Page 5

 
NANO FIBRE UK LIMITED
 
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MAY 2026

The directors are responsible for preparing the Strategic report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and of the profit or loss of the Company for that period.

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

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;


∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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

Page 6

 
NANO FIBRE UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NANO FIBRE UK LIMITED
 

Opinion


We have audited the financial statements of NANO FIBRE UK LIMITED (the 'Company') for the year ended 31 May 2026, which comprise the Statement of comprehensive income, the Analysis of net debt, the Balance sheet, the Statement of cash flows, the Statement of changes in equity and the related notes, including a summary of 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 Company's affairs as at 31 May 2026 and of its profit 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 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.


Page 7

 
NANO FIBRE UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NANO FIBRE UK LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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


∙the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.


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


∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the 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' responsibilities statement set out on page 6, 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 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 Company or to cease operations, or have no realistic alternative but to do so.


Page 8

 
NANO FIBRE UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NANO FIBRE UK LIMITED (CONTINUED)


Auditors' 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 Auditors' 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.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
 
We undertake the following procedures to identify and respond to these risks of non-compliance:
 
• Understanding the key legal and regulatory frameworks that are applicable to the Company. We communicated identified laws and regulations throughout the audit team and remained alert to any indications of non-compliance throughout the audit. We determined the most significant of these to be financial reporting legislation, taxation legislation, health & safety, and employment law.
• Enquiry of directors and management as to policies and procedures to ensure compliance and any known
instances of non-compliance.
• Review of board minutes and correspondence relevant to the audit.
• Enquiry of directors and management as to areas of the financial statements susceptible to fraud and how these risks are managed.
• Challenging management on key estimates, assumptions and judgements made in the preparation of the financial statements. These key areas of uncertainty are disclosed in Note 3.
• Identifying and testing unusual journal entries, with a particular focus on manual journal entries.
 
Through these procedures, we did not become aware of actual or suspected non-compliance.
 
We planned and performed our audit in accordance with auditing standards but owing to the inherent limitations of procedures required in these areas, there is an unavoidable risk that we may not have detected a material misstatement in the accounts. The further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. 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 concealment, collusion, forgery, misrepresentations, or override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


Use of our report
 

This report is made solely to the 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 Company's members those matters we are required to state to them in an Auditors' 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 Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.


Page 9

 
NANO FIBRE UK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NANO FIBRE UK LIMITED (CONTINUED)





Phillipa Symington ACA CA(SA) (Senior statutory auditor)
  
for and on behalf of
Clive Owen LLP
 
Chartered Accountants & Statutory Auditors
Oak Tree House, Harwood Road
Northminster Business Park
York
England
YO26 6QU

9 October 2026
Page 10

 
NANO FIBRE UK LIMITED
REGISTERED NUMBER: 10174559

BALANCE SHEET
AS AT 31 MAY 2026

2026
2025 Restated
Note
£
£

Fixed assets
  

Tangible assets
 4 
830,070
1,214,549

  
830,070
1,214,549

Current assets
  

Stocks
 5 
239,942
118,619

Debtors
 6 
1,700,881
2,356,370

Cash at bank and in hand
 7 
121,378
231,329

  
2,062,201
2,706,318

Creditors: amounts falling due within one year
 8 
(2,986,836)
(3,858,913)

Net current liabilities
  
(924,632)
(1,152,596)

Total assets less current liabilities
  
(94,562)
61,953

Creditors: amounts falling due after more than one year
 9 
(208,360)
(1,191,585)

Provisions for liabilities
  

Deferred tax
 10 
(128,878)
-

  
(128,878)
-

Net liabilities
  
(431,800)
(1,129,632)


Capital and reserves
  

Called up share capital 
 12 
52,500
552,000

Profit and loss account
 13 
(484,300)
(1,681,632)

  
(431,800)
(1,129,632)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 9 October 2026.




Wilhelm Petrus Strumpher
Dirk Coetzee Mostert
Director
Director

The notes on pages 17 to 36 form part of these financial statements.

Page 11

 
NANO FIBRE UK LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2026

2026
2025 Restated
Note
£
£

  

Turnover
 14 
24,124,352
21,934,414

Cost of sales
  
(16,712,999)
(16,344,966)

Gross profit
  
7,411,353
5,589,448

Administrative expenses
  
(5,501,478)
(5,251,610)

Other operating income
 15 
74,891
46,763

Operating profit
 16 
1,984,766
384,601

Interest receivable and similar income
 20 
3,411
1,315

Interest payable and similar expenses
 21 
(348,895)
(241,158)

Profit before tax
  
1,639,282
144,758

Tax on profit
 22 
(441,950)
313,072

Profit for the financial year
  
1,197,332
457,830

Other comprehensive income for the year
  

Total comprehensive income for the year
  
1,197,332
457,830

The notes on pages 17 to 36 form part of these financial statements.

Page 12

 
NANO FIBRE UK LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2026


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 June 2024
730,100
(1,439,462)
(709,362)


Comprehensive income for the year

Profit for the year

-
457,830
457,830


Other comprehensive income for the year
-
-
-


Total comprehensive income for the year
-
457,830
457,830


Contributions by and distributions to owners

Preference dividend - declared not paid
-
(700,000)
(700,000)

Shares issued during the year
1,900
-
1,900

Shares cancelled during the year
(180,000)
-
(180,000)


Total transactions with owners
(178,100)
(700,000)
(878,100)



At 1 June 2025
552,000
(1,681,632)
(1,129,632)


Comprehensive income for the year

Profit for the year

-
1,197,332
1,197,332


Other comprehensive income for the year
-
-
-


Total comprehensive income for the year
-
1,197,332
1,197,332


Contributions by and distributions to owners

Shares issued during the year
500
-
500

Shares cancelled during the year
(500,000)
-
(500,000)


Total transactions with owners
(499,500)
-
(499,500)


At 31 May 2026
52,500
(484,300)
(431,800)


The notes on pages 17 to 36 form part of these financial statements.

Page 13

 
NANO FIBRE UK LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MAY 2026

2026
2025 Restated
£
£

Cash flows from operating activities

Profit for the financial year
1,197,332
457,830

Adjustments for:

Depreciation of tangible assets
361,734
390,192

Loss on disposal of tangible assets
21,964
36,463

Interest paid
305,104
241,158

Interest received
(3,411)
(1,315)

(Increase) in stocks
(121,323)
(59,227)

Decrease/(increase) in debtors
342,417
(1,698,175)

(Decrease)/increase in creditors
(1,610,898)
478,535

Net cash generated from operating activities

492,919
(154,539)


Cash flows from investing activities

Purchase of tangible fixed assets
(98,395)
(426,851)

Sale of tangible fixed assets
99,176
-

Interest received
3,411
1,315

Net cash from investing activities

4,192
(425,536)

Cash flows from financing activities

Issue of ordinary shares
500
-

Repayment of/new finance leases
(313,049)
858,211

Interest paid
(183,280)
(126,167)

HP interest paid
(121,824)
(114,991)

Net cash used in financing activities
(617,653)
617,053

Net (decrease)/increase in cash and cash equivalents
(120,542)
36,978

Cash and cash equivalents at beginning of year
229,744
192,766

Cash and cash equivalents at the end of year
109,202
229,744


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
121,378
231,329

Bank overdrafts
(12,176)
(1,585)

109,202
229,744


Page 14

 
NANO FIBRE UK LIMITED
 
The notes on pages 17 to 36 form part of these financial statements.

Page 15

 
NANO FIBRE UK LIMITED
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MAY 2026




At 1 June 2025
Cash flows
At 31 May 2026
£

£

£

Cash at bank and in hand

231,329

(109,951)

121,378

Bank overdrafts

(1,585)

(10,591)

(12,176)

Debt due within 1 year

(1,051,816)

(650,031)

(1,701,847)

Finance leases

(851,261)

313,049

(538,212)


(1,673,333)
(457,524)
(2,130,857)

The notes on pages 17 to 36 form part of these financial statements.

Page 16

 
NANO FIBRE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2026

1.


General information

Nano Fibre UK Limited is a private company limited by shares, incorporated and domiciled in England and Wales. The Company's registered office is The Granary, Lutterworth Road, Gilmorton, Lutterworth, Leicestershire, LE17 5NY.

The principal activity of the Company is the provision of telecommunications infrastructure services, including wireless telecommunications activities and engineering consultancy.

The financial statements have been prepared in Pounds Sterling, being the functional currency of the Company. Monetary amounts are rounded to the nearest Pound.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

The financial statements have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance operations and that the realisation of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business. 

The directors believe that the company has adequate financial resources to continue in operation for the foreseeable future and accordingly the financial statements have been prepared on a going concern basis. The directors have satisfied themselves that the company is in a sound financial position and that it has access to sufficient borrowing facilities to meet its foreseeable cash requirements. The directors are not aware of any new material changes that may adversely impact the company. The directors are also not aware of any material non-compliance with statutory or regulatory requirements or of any pending changes to legislation which may affect the company.

Page 17

 
NANO FIBRE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2026

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Company has transferred the significant risks and rewards of ownership to the buyer;
∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of revenue can be measured reliably;
∙it is probable that the Company will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.

Page 18

 
NANO FIBRE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2026

2.Accounting policies (continued)

 
2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Leased assets: the Company as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

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 the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.10

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 19

 
NANO FIBRE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2026

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Company can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 20

 
NANO FIBRE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2026

2.Accounting policies (continued)


2.12
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives range as follows:

Plant and machinery
-
5 years
Motor vehicles
-
20%, 25% & 30% Reducing Balance and Straight Line over 5 years
Fixtures and fittings
-
3 years
Computer equipment
-
3 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Impairment

At each balance sheet date, the company reviews the carrying amounts of its property, plant and equipment to determine whether there is any indication that any items of property, plant and equipment have suffered an impairment loss. If any such indication exists, the recoverable amount of an 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 the asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Impairment loss is recognised as an expense immediately.

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined (net of depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised as income immediately.

Right-of-use assets

Right-of-use assets are recognised at the commencement date of a lease at cost, comprising the amount of the initial lease liability, any lease payments made at or before commencement, less any incentives received, plus any initial direct costs and estimated restoration costs. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the useful life of the underlying asset. Where a lease transfers ownership of the underlying asset, or the cost of the right-of-use asset reflects that a purchase option will be exercised, the asset is depreciated over its useful life. The right-of-use asset is reviewed for impairment in accordance with Section 27.
 

 
2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less
Page 21

 
NANO FIBRE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2026

2.Accounting policies (continued)


2.13
Stocks (continued)

costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when 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 of the investment have been affected.

For all other financial assets, objective evidence of impairment could include:

• significant financial difficulty of the issuer or counterparty; or

• breach of contract, such as a default or delinquency in interest or principal payments; or

• it becoming probable that the borrower will enter bankruptcy or financial re-organisation; or

• the disappearance of an active market for that financial asset because of financial difficulties.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

For financial assets measured at amortised cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.
 

Page 22

 
NANO FIBRE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2026

2.Accounting policies (continued)

 
2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.17

Convertible debt

The proceeds received on issue of the Company's convertible debt are allocated into their liability and equity components and presented separately in the Balance sheet.

The amount initially attributed to the debt component equals the discounted cash flows using a market rate of interest that would be payable on a similar debt instrument that did not include an option to convert.

The difference between the net proceeds of the convertible debt and the amount allocated to the debt component is credited direct to equity and is not subsequently remeasured. On conversion, the debt and equity elements are credited to share capital and share premium as appropriate.

Transaction costs that relate to the issue of the instrument are allocated to the liability and equity components of the instrument in proportion to the allocation of proceeds.

 
2.18

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Interest bearing borrowings

Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between the amount initially recognised and redemption value being recognised in the statement of comprehensive income over the period of the borrowings, together with any interest and fees payable, using the effective interest method.
 

Page 23

 
NANO FIBRE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2026

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Critical accounting judgements and key sources of estimation uncertainty 

In the application of the company's accounting policies, which are described in 2, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Significant judgements in applying the company's accounting policies

In preparing these financial statements the directors do not consider there were any significant area of judgement that were required in applying the company's accounting policies as set out in note 2.

Key sources of estimation uncertainty

Estimates included within these financial statements include depreciation and amortisation charges and asset impairments such as provisions against debtors and stock. None of these estimates are considered to carry significant estimation uncertainty, or to bear significant risk of causing a material misstatement to the carrying amounts of assets and liabilities within the next financial year.
 

Page 24

 
NANO FIBRE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2026

4.


Tangible fixed assets


Plant and machinery
Motor vehicles
Fixtures and fittings
Computer equipment
Total

£
£
£
£
£



Cost or valuation


At 1 June 2025
301,485
1,817,024
19,194
45,538
2,183,241


Additions
72,851
-
18,058
7,486
98,395


Disposals
(4,374)
(268,303)
-
-
(272,677)



At 31 May 2026

369,962
1,548,721
37,252
53,024
2,008,959



Depreciation


At 1 June 2025
92,718
847,455
4,859
23,660
968,692


Charge for the year on owned assets
70,938
270,181
9,956
10,659
361,734


Disposals
-
(151,537)
-
-
(151,537)



At 31 May 2026

163,656
966,099
14,815
34,319
1,178,889



Net book value



At 31 May 2026
206,306
582,622
22,437
18,705
830,070



At 31 May 2025
208,767
969,569
14,335
21,878
1,214,549

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2026
2025 Restated
£
£



Motor vehicles
582,622
922,285

582,622
922,285

Page 25

 
NANO FIBRE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2026

5.


Stocks

2026
2025 Restated
£
£

Raw materials and consumables
239,942
118,619

239,942
118,619


The carrying value of stocks are stated net of impairment losses totalling £nil (2025 - £nil). Impairment losses totalling £nil (2025 - £nil) were recognised in profit and loss.


6.


Debtors

2026
2025 Restated
£
£

Due after more than one year

Deferred tax asset
-
313,072

-
313,072

Due within one year

Trade debtors
1,074,252
1,711,509

Other debtors
166,896
88,390

Prepayments and accrued income
459,733
243,399

1,700,881
2,356,370



7.


Cash and cash equivalents

2026
2025 Restated
£
£

Cash at bank and in hand
121,378
231,329

Less: bank overdrafts
(12,176)
(1,585)

109,202
229,744


Page 26

 
NANO FIBRE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2026

8.


Creditors: Amounts falling due within one year

2026
2025 Restated
£
£

Bank overdrafts
12,176
1,585

Other loans
1,663,055
1,000,000

Trade creditors
320,029
460,052

Other taxation and social security
599,008
1,933,645

Obligations under finance lease and hire purchase contracts
329,852
359,676

Other creditors
38,792
103,955

Accruals and deferred income
23,924
-

2,986,836
3,858,913


The following liabilities were secured:




Details of security provided:

The company has entered into a number of hire purchase and finance lease agreements in respect of commercial vehicles and specialist access equipment. These agreements are secured on the underlying assets, with legal title remaining with the finance providers until all contractual payments have been made in full.

The secured liabilities are repayable by fixed monthly instalments over the terms of the respective agreements. At the reporting date, the remaining repayment periods range up to five years.

Interest charges are fixed and are included within the contractual monthly repayments.

The secured liabilities are analysed between amounts due within one year and amounts due after more than one year and are shown within creditors in the balance sheet. The detailed movement and reconciliation of these balances are supported by the finance lease schedule.

Unsecured loan (Related Party)
Included within other loans is an unsecured loan of £1,663,055 (2025: £1,000,000) from Advencap Fibre Partnership 1LP. The loan bears interest in accordance with the terms of the loan agreement (15.5% per annum) and is repayable in accordance with the agreed contractual terms. No security has been provided in respect of the loan.

Include in other creditors above are amounts payable to related parties amounting to £Nil (2025:
£22,700) (see note 28).

Page 27

 
NANO FIBRE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2026

9.


Creditors: Amounts falling due after more than one year

2026
2025 Restated
£
£

Net obligations under finance leases and hire purchase contracts
208,360
491,584

Accruals and deferred income
-
700,001

208,360
1,191,585


The following liabilities were secured:




Details of security provided:

The company has entered into a number of hire purchase and finance lease agreements in respect of commercial vehicles and specialist access equipment. These agreements are secured on the underlying assets, with legal title remaining with the finance providers until all contractual payments have been made in full.

The secured liabilities are repayable by fixed monthly instalments over the terms of the respective agreements. At the reporting date, the remaining repayment periods range up to five years.

Interest charges are fixed and are included within the contractual monthly repayments.

The secured liabilities are analysed between amounts due within one year and amounts due after more than one year and are shown within creditors in the balance sheet. The detailed movement and reconciliation of these balances are supported by the finance lease schedule.


10.


Deferred taxation




2026
2025 Restated


£

£






At beginning of year
313,072
-


Charged to profit or loss
(441,950)
313,072



At end of year
(128,878)
313,072

Page 28

 
NANO FIBRE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2026
 
10.Deferred taxation (continued)

The deferred tax asset is made up as follows:

2026
2025 Restated
£
£


Accelerated capital allowances
(207,518)
(300,350)

Tax losses carried forward
78,640
613,422

(128,878)
313,072


11.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2026
2025 Restated
£
£


Within one year
458,712
359,676

Between 1-5 years
76,725
491,584

535,437
851,260

Page 29

 
NANO FIBRE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2026

12.


Share capital

2026
2025 Restated
£
£
Allotted, called up and fully paid



2,500 (2025 - 2,000) Ordinary shares of £1.00 each
2,500
2,000
0 (2025 - 1) Redeemable Investors shares of £500,000.00 each
-
500,000
500 (2025 - 500) Redeemable Preference  shares of £100.00 each
50,000
50,000

52,500

552,000

Share capital

The Company has three classes of shares in issue:

Ordinary shares of £1 each
Ordinary shares carry full voting rights and full entitlement to dividends and capital distributions, including on a winding up.

Redeemable Investors share of £500,000 nominal value
The Redeemable Investors Share carried no voting rights and was redeemable in accordance with the terms of the Preference Share Subscription Agreement dated 30 November 2022.

During the year, the Redeemable Investors Share was redeemed and cancelled in accordance with the terms of the Shareholders' Agreement.

Redeemable Preference Shares

The Redeemable Preference Shares carry no voting rights and participate in profits in accordance with the Shareholders' Agreement. The shares are redeemable in accordance with the Company's Articles of Association and do not have a fixed redemption date.

Movements during the year

During the year:

During the year, the Redeemable Investors Share with a nominal value of £500,000 was redeemed and cancelled in accordance with the Shareholders' Agreement.

Under the terms of the Shareholders' Agreement, Advencap Fibre Partnership 1LP was entitled to either receive the contractual equity kicker or acquire an equity interest in the Company. During the year, Advencap Fibre Partnership 1LP elected to acquire an equity interest, and accordingly 500 ordinary shares of £1 each were issued to Advencap Fibre Partnership 1LP, representing 20% of the Company's issued ordinary share capital following the issue.


Page 30

 
NANO FIBRE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2026

13.


Reserves

Profit and loss account

The profit and loss reserve represents cumulative retained profits and losses of the company, net of dividends paid. This reserve is distributable to the extent that it comprises realised profits.


14.


Turnover

An analysis of turnover by class of business is as follows:


2026
2025 Restated
£
£

Installations
21,666,118
20,741,791

Civils and Remediation
2,458,234
1,192,623

24,124,352
21,934,414



15.


Other operating income

2026
2025 Restated
£
£

Insurance claims receivable
41,898
42,637

Recoveries
32,712
-

Sundry income
281
4,126

74,891
46,763



16.


Operating profit

The operating profit is stated after charging:

2026
2025 Restated
£
£

Exchange differences
227
226

Other operating lease rentals
81,859
73,673

Depreciation
361,734
390,193

Page 31

 
NANO FIBRE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2026

17.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors:


2026
2025 Restated
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements
20,650
6,000

18.


Employees

Staff costs, including directors' remuneration, were as follows:


2026
2025 Restated
£
£

Wages and salaries
12,088,105
11,356,220

Social security costs
1,431,610
1,015,254

Cost of defined contribution scheme
521,252
176,481

14,040,967
12,547,955


The average monthly number of employees, including the directors, during the year was as follows:


        2026
    2025 Restated
            No.
            No.







Number of employees
327
313



Directors
2
2

329
315

Page 32

 
NANO FIBRE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2026

19.


Directors' remuneration

2026
2025 Restated
£
£

Directors' emoluments
370,945
285,456

Company contributions to defined contribution pension schemes
2,642
3,022

373,587
288,478


During the year retirement benefits were accruing to  directors (2025 - NIL) in respect of defined contribution pension schemes.


20.


Interest receivable

2026
2025 Restated
£
£


Other interest receivable
3,411
1,315

3,411
1,315


21.


Interest payable and similar expenses

2026
2025 Restated
£
£


Other loan interest payable
1,292
126,167

Loans from group undertakings
63,555
-

Finance leases and hire purchase contracts
165,616
114,991

Other interest payable
118,432
-

348,895
241,158

Page 33

 
NANO FIBRE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2026

22.


Taxation


2026
2025 Restated
£
£



Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
441,950
(313,072)

Total deferred tax
441,950
(313,072)


Tax on profit
441,950
(313,072)

Factors affecting tax charge for the year

The tax assessed for the year is the same as (2025 - the same as) the standard rate of corporation tax in the UK of 25% (2025 - 25%) as set out below:

2026
2025 Restated
£
£


Profit on ordinary activities before tax
1,639,281
144,758


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%)
409,820
36,190

Effects of:


Depreciation and amortisation
95,925
106,664

Capital allowances for year in excess of depreciation
(3,319)
(107,424)

Utilisation of tax losses
(138,730)
(43,636)

Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment
(33,480)
8,206

Unrelieved tax losses carried forward
111,734
(313,072)

Total tax charge for the year
441,950
(313,072)

Page 34

 
NANO FIBRE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2026

23.


Dividends

Dividends on the Redeemable Investors share accrue monthly in accordance with the Shareholders’ Agreement dated 1 December 2022.

The amounts recognised during the year were as follows:

2026
2025 Restated
£
£


Dividends analysis
-
700,000

-
700,000

These amounts have been accrued in accordance with the terms of the agreement and are included within accruals at the year end where unpaid (note 10).


24.


Prior year adjustment

During the year, the directors identified that the preference dividend provision recognised in the prior year financial statements had been overstated. Following a review of the terms of the preference share arrangements, it was determined that the amount of preference dividend accrued in respect of the prior periods exceeded the amount required under the relevant agreement.

The prior year financial statements have therefore been restated to correct the preference dividend accrual. The adjustment reduced the opening preference dividend balance by £266,427 and reduced the preference dividend accrued during the year by £357,314, resulting in a total reduction of £623,741 in the preference dividend balance.

The adjustment was accounted for as a balance sheet adjustment and did not affect the profit or loss for the year. The corresponding reduction was recognised in equity, with the preference dividend liability reduced by £623,741.

The prior year comparative amounts have been restated accordingly.

Effect of the prior year adjustment

Reduction in opening preference dividend balance  (£266,427)
Reduction in preference dividend accrued during the year  (£357,314)
Total prior year adjustment  (£623,741)


25.


Capital commitments

The Company had no capital commitments at 31 May 2026 (2025: £Nil).

Page 35

 
NANO FIBRE UK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2026

26.


Commitments under operating leases

At 31 May 2026 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2026
2025 Restated
£
£


Not later than 1 year
406,069
169,028

Later than 1 year and not later than 5 years
631,539
217,910

1,037,608
386,938


27.


Related party transactions

Related Party Transactions
During the year, the Company entered into financing transactions with Advencap Fibre Partnership 1LP, a shareholder of the Company.

At 31 May 2026, the Company had an unsecured loan of £1,663,055 (2025: £1,000,000) owing to Advencap Fibre Partnership 1LP. The loan bears interest in accordance with the terms of the loan agreement and is repayable in accordance with the agreed contractual terms. No security has been provided in respect of the loan.

During the year, the Redeemable Investors Share held by Advencap Fibre Partnership 1LP was redeemed and cancelled in accordance with the Shareholders' Agreement. In accordance with the terms of that agreement, Advencap Fibre Partnership 1LP elected to acquire an equity interest in the Company in place of the contractual equity kicker entitlement. Accordingly, 500 ordinary shares of £1 each were issued to Advencap Fibre Partnership 1LP, representing 20% of the Company's issued ordinary share capital following the issue.

All transactions with related parties were undertaken on terms agreed between the parties.


28.


Post balance sheet events

There have been no material events since the reporting date requiring adjustment to, or disclosure in, these financial statements.


29.


Controlling party

In the opinion of the directors, no single shareholder has ultimate control of the company. While Mr Wilhelm Petrus Strumpher is the registered holder of the majority of the Redeemable Preference Shares, an informal understanding exists between Mr Strumpher and Mr Mostert to share the economic interest in those shares equally. Taking this into account, the directors consider that strategic and financial control is shared, and no individual is regarded as having dominant influence over the company.

 
Page 36