Directors Report 1

Directors' report for the period ended 31 March 2017
The directors present their report and audited financial statements for the period ended 31 March 2017.
This report has been prepared in accordance with the special provisions relating to small companies within Part 15 of the Companies Act 2006.
Following a change of ownership of the Company the accounting reference date has changed to 31 March, therefore these financial statements represent the results for the 15 month period ended 31 March 2017. The current year profit arises from the unwinding of certain" balance sheet positions adopted as at 31 December 2015. Principal activity and review of the business As a result of a review of the strategic direction of the company, the directors decided to cease operations from January 2016. The company has not traded during the 15 month period. Subsequent to January 2016 the existing customer relationships were transferred to EE Limited. Principal risks and uncertainties and financial risk management The company has no financial instruments with the exception of amounts owed to and from group undertakings. The company has minimal exposure to price risk, credit risk and interest rate risk. The company is exposed to liquidity risk as with net liabilities it would not be able to pay its liabilities in the event that they were called, however the company has received confirmation that BT Group plc intend to support the company for at least one year after these financial statements are signed. First-time adoption of FRS 101 For all periods up to and including the period ended 31 December 2015, the Company prepared its separate financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (UK GAAP). The Company's annual financial statements for the period ended 31 March 2017 are the first that the Company has prepared in accordance with FRS 101 "Reduced Disclosure Framework" which involves the application of International Financial Reporting Standards (IFRS) with a reduced level of disclosure. The -standard is effective for periods beginning on or after 1 January 2015.
The Company meets the definition of a qualifying subsidiary under FRS 100. Accordingly, in the period ended 31 March 2017 the Company has undergone transition from reporting under previous UK GAAP to FRS 101 'Reduced Disclosure Framework'. As required by FRS 101, these financial statements include comparative FRS101 financial information for the period ended 31 December 2015. FRS 101 incorporates, with limited amendments, International Financial Reporting Standards (IFRS).
Going Concern
The directors believe that preparing the accounts on the going concern basis is appropriate due to the continued financial support of the ultimate parent company BT Group plc. The directors have received confirmation that BT Group plc intend to support the company for at least one year after these financial statements are signed.
Mobilise Telecoms Limited 2
Directors' report for the period ended 31 March 2017 (Continued)
Directors
' The directors, who served throughout the period and up to the date of signing the financial statements were as follows:
M J Taft M Tomlinson (appointed on 16 March 2016) G McQuade resigned on (16 March 2016) N Miller resigned (29 January 2016) N Milson resigned (29 January 2016)

Statement of Directors' Responsibilities
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
Company law requires the directors to prepare financial statements for each financial period. Under that law the directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 "Reduced Disclosure Framework", and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they , give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing the financial statements, the directors are required to:
?select suitable accounting policies and then apply them consistently; ?state whether applicable United Kingdom Accounting Standards, comprising FRS 101, have been followed, subject to any material. departures disclosed and explained in the financial statements; ?make judgements and accounting estimates that are reasonable and prudent; and ?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 how and explain the company's transactions and disclose with reasonable accuracy at any ?time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006.
The directors 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.
Mobilise Telecoms Limited 3
Directors' report for the period ended 31 March 2017(Continued)
Directors' indemnities
As permitted by the Articles of Association, the Directors have the benefit of a Directors' and Officers' liability insurance, which is a qualifying third-party indemnity provision as defined by Section 234 of the Companies Act 2006. This indemnity, purchased by. BT Group plc and applicable to the directors of Mobilise Telecoms Limited was in 'force throughout the last financial year and is currently in force. Neither the insurance nor the indemnity provides cover where the person has acted fraudulently or dishonestly.
Disclosure of information to the auditors
As far as each of the directors is aware, there is no relevant audit information of which the Company's auditors are unaware, and each of the directors has taken all reasonable steps that ought to have been taken to make the auditors aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Independent auditors
In accordance with corporate policy Grant Thornton UK LLP agreed to resign as auditors of the company and PricewaterhouseCoopers LLP were appointed in accordance with section 485 of Companies Act 2006.
PricewaterhouseCoopers LLP have indicated their willingness to be reappointed for another term and appropriate arrangements are being made for them to be deemed reappointed as independent auditors in the absence of an Annual General Meeting.
The directors' report on pages 1 to 3 was approved by the Board of Directors on 6 September 2017 and was ned by order of the board by Authorised signatory for and on behalf of Newgate Street Secretaries Limited Company Secretary 2017-09-06 00:00:00

Mobilise Telecoms Limited 4
Independent auditors' report to the members of Mobilise Telecoms Limited
Report on the financial statements

Our opinion
In our opinion, Mobilise Telecoms Limited's financial statements (the "financial statements"):
?give a true and fair view of the state of the company's affairs as at 31 March 2017 and of its profit for the 15 month period (the "period") then ended; ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ?have been prepared in accordance with the requirements of the Companies Act 2006.

What we have audited The financial statements, included within the Annual Report and Financial Statements (the "Annual Report"), comprise: ?the balance sheet as at 31 March 2017; ?the profit and loss account for the period then ended; ?the statement of changes in equity for the period then ended; and ?the notes to the financial statements, which include a summary of significant accounting policies and other explanatory information.
The financial reporting framework that has been applied in the preparation of the financial statements is United Kingdom Accounting Standards, comprising FRS 101 "Reduced Disclosure Framework", and applicable law (United Kingdom Generally Accepted Accounting Practice).
In applying the financial reporting framework, the directors have made a number of subjective judgements, for example in respect of significant accounting estimates. In making such estimates, they have made assumptions and considered future events.
Opinions 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 Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and ?the Directors' Report has been prepared in accordance with applicable legal requirements.
In addition, in light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we are required to report if we have identified any material misstatements in the Directors' Report. We have nothing to report in this respect.
Mobilise Telecoms Limited 5
Independent auditors' report to the members of Mobilise Telecoms Limited (continued)
Other matters on which we are required to report by exception Adequacy of accounting records and information and explanations received Under the Companies Act 2006 we are required to report to you if, in our opinion: ?we have not received all the information and explanations we require for our audit; or ?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.
We have no exceptions to report arising from this responsibility.
Directors' remuneration Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors' remuneration specified by law are not made. We have no exceptions to report arising from this responsibility.
Entitlement to exemptions Under the Companies Act 2006 we are required to report to you if, in our opinion, the directors were not entitled to: ?take advantage of the small companies exemption in preparing the Directors' Report; and ?take advantage of the small companies exemption from preparing a strategic report. We have no exceptions to report arising from this responsibility. Responsibilities for the financial statements and the audit
Our responsibilities and those of the directors As explained more fully in the Statement of directors' responsibilities set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Irelapd) ("ISAs (UK & Ireland)"). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors. This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Mobilise Telecoms Limited 6
Independent auditors' report to the members of Mobilise Telecoms Limited (continued)
What an audit of financial statements involves
We conducted our audit in accordance with ISAs (UK & Ireland). An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of:
?whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; ?the reasonableness of significant accounting estimates made by the directors; and ?the overall presentation of the financial statements.
We primarily focus our work in these areas by assessing the directors' judgements against available evidence, forming our own judgements, and evaluating the disclosures in the financial statements. We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both. In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report. With respect to the Directors' Report, we consider whether this report include the disclosures required by applicable legal requirements.

(J(tLt Jas Khela (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors Birmingham 2017-09-12 00:00:00

Mobilise Telecoms Limited 7 Profit and loss account for the 15 month period ended 31 March 2017 Sheet1 The company's operations ceased from January 2016. All results relate to discontinued operations.
There has been no other comprehensive income during either period other than as disclosed in the profit and loss account and therefore no separate statement of comprehensive income has been presented.
The notes on pages 10 to 20 form an integral part of these financial statements.
Mobilise Telecoms Limited

Directors Report 2

Directors' Report For the period ended 31 December 2015

The directors present their report and the audited financial statements for the period ended 31 December 2015.
Following a change of ownership of the Company the accounting reference date has changed to 31 December, therefore these financial statements represent the results for the 16 month period ended 31 December 2015.
Principal activity and review of the business
The principal activity of the company is the reselling of mobile telephones and services to b2b customers.
Turnover for the period was ?1,837k (2014: L1,606k) and the loss before taxation was L99k (2014: profit 281k). The EE brand has shown strong growth since its launch in October 2012 and all the company's business is now placed on EE.
The mobile phone contracts transacted on behalf of EE by the company have durations ranging up to 36 months. The basis of the company's remuneration is such that an element of income is realised at the beginning of the contract and a further element is realised over the contract period, subject to the customer remaining on the network. Whilst it is intended that the business entered into should be profitable over the life of the contracts, losses may initially be recognised as a consequence of the timing of income recognition.
The company achieved a gross profit of L756k (2014: L893k) for the period representing a gross margin of 41% (2014: 56%).
The strategy adopted during the period was to optimise the retention of customers on the EE network and to provide a high quality service to customers.
As a result of a review of the strategic direction of the company, the directors have decided to cease operations from January 2016.
On 29 January 2016, BT Group Plc acquired the entire share capital of EE Limited and became the ultimate shareholder of the Company. The impact of the acquisition on the future trading of the Company is currently unknown.
Directors
The directors who served during the period were:
D A Boden (resigned 18 December 2014) A D Boden (resigned 18 December 2014) S J Chandler (resigned 16 October 2015) N Milsom (appointed 18 December 2014, resigned 29 January 2016) N E Miller (appointed 8 September 2015, resigned 29 January 2016) M J Tufft (appointed 18 December 2014) G McQuade (appointed 18 December 2014, resigned 16 March 2016) M Tomlinson (appointed 16 March 2016)

Page 1
Mobilise Telecoms Limited
Directors' Report For the period ended 31 December 2015
Principal risks and uncertainties
Overview The management of the business is subject to a number of risks. Pressures arising from the highly competitive market in which the company operates results in constant pressure on margins. The company continues to review its operation to achieve improved results.
Financial risk management objectives and policies The company's principal financial instruments comprise intra group balances and cash, together with trade debtors and trade creditors. The main purpose of these financial instruments is to raise finance for the company's operations. The company does not enter into derivative transactions and no trading in financial instruments is undertaken.
The main risk arising from the company's financial instruments is credit risk.
Credit risk It is the company's policy that all customers who wish to trade on credit terms are subject to credit vetting procedures. The company's receivables balances are monitored on an ongoing basis with the result that the company's exposure to bad debts is mitigated.
Directors' responsibilities statement
The directors are responsible for preparing 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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 and then apply them consistently; ?make judgments and accounting estimates that are reasonable and prudent; ?state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 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 2
Mobilise Telecoms Limited
Directors' Report For the period ended 31 December 2015 Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ?so far as that director is aware, there is no relevant audit information of which the company's auditor are unaware, and ?that 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 auditor are aware of that information.
Auditor
The auditor, Grant Thornton UK LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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

M J Tufft Director
Date: 26 April 2016

Page 3

GrantThornton
Independent Auditor's Report to the Members of Mobilise Telecoms Limited
We have audited the financial statements of Mobilise Telecoms Limited for the period ended 31 December 2015, which comprise the profit and loss account, the balance sheet and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). 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 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 company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditor
As explained more fully in the Directors' responsibilities statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's website at www.frc.org.uk/auditscopeukprivate. Opinion on financial statements In our opinion the financial statements: ?give a true and fair view of the state of the company's affairs as at 31 December 2015 and of its loss for the period then ended; ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ?have been prepared in accordance with the requirements of the Companies Act 2006. Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements.

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Gra ntThornton

Independent Auditor's Report to the Members of Mobilise Telecoms Limited
Matters on which we are required to report by exception
We have nothing io report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: ?adequate accounting records have not been kept, 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; or ?the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a strategic report.
0), aiL David White for and on behalf of Grant Thornton UK LLP Statutory Auditor Chartered Accountants Birmingham 2016-04-26 00:00:00

Page 5 Mobilise Telecoms Limited Registered number: 07627930

Directors Report 3

Directors' report For the year ended 31 August 2014

The directors present their report and the financial statements for the year ended 31 August 2014.
Principal activity and review of the business
The principal activity of the company is the reselling of mobile telephones and services to b2b customers.
Turnover for the year was L1,606k (2013: ?2,117k) and the profit before taxation was L281k (2013: loss L38k). Whilst most of the company's business is connected on the EE brand, the company sells all three of EE's brands: Orange, T-Mobile and EE.
The mobile phone contracts transacted on behalf of EE by the company have durations ranging up to 36 months. The basis of the company's remuneration is such that an element of income is realised at the beginning of the contract and a further element is realised over the contract period, subject to the customer remaining on the network. Whilst it is intended that the business entered into should be profitable over the life of the contracts, losses may initially be recognised as a consequence of the timing of income recognition.
The EE brand has shown strong growth since its launch in October 2012 and it has provided an ongoing opportunity for the company to sell the benefits of the biggest and fastest 4G network in the UK., facilitating the recruitment and retention of EE customers. Additionally, new devices continued to stimulate demand.
The company achieved a gross profit of L893k (2013: ?1,083k) for the period representing a gross margin of 56% (2013: 51%).
The strategy adopted during the period was to optimise the retention of customers on the EE network and to provide a high quality service to customers.
The Company achieved a profit this year compared to losses in previous years with various factors playing a part, including the ongoing careful control of gross profit margins and the continuing delivery of operational efficiencies.
Directors
The directors who served during the year were:
D A Boden A D Boden S J Chandler
Principal risks and uncertainties
Overview The management of the business is subject to a number of risks. Pressures arising from the economic downturn together with the highly competitive market in which the company operates results in constant pressure on margins. The company continues to review its operation to achieve improved results.
Financial risk management objectives and policies The company's principal financial instruments comprise intra group balances and cash, together with trade debtors and trade creditors. The main purpose of these financial instruments is to raise finance for the company's operations. The company does not enter into derivative transactions and no trading in financial instruments is undertaken.
The main risk arising from the company's financial instruments is credit risk.

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Mobilise Telecoms Limited
Directors' report For the year ended 31 August 2014
Credit risk It is the company's policy that all customers who wish to trade on credit terms are subject to credit vetting procedures. The company's receivables balances are monitored on an ongoing basis with the result that the company's exposure to bad debts is mitigated.
Directors responsibilities statement
The directors are responsible for preparing 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*United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the 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 and then apply them consistently; ?make judgments and accounting estimates that are reasonable and prudent; ?. state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ?prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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 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.
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ?so far as that director is aware, there is no relevant audit information of which the company's auditor are unaware, and ?that 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 auditor are aware of that information.

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Mobilise Telecoms Limited
Directors' report For the year ended 31 August 2014

Auditor
The auditor, Grant Thornton UK LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
This report was approved by the board and signed on its behalf.

A D Boden Director
Date: 9 December 2014

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GrantThornton
Independent auditor's report to the members of Mobilise Telecoms Limited

We have audited the financial statements of Mobilise Telecoms Limited for the year ended 31 August' 2014, which comprise the profit and loss account, the balance sheet and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). 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 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 company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditor
As explained more fully in the Directors' responsibilities statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the Finanri21 Reporting Council's website at www.frc.org.uk/auditscopeukprivate. ? Opinion on financial statements In our opinion the financial statements: ?give a true and fair view of the state of the company's affairs as at 31 August 2014 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. Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements.

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GrantThornton
Independent auditor's report to the members of Mobilise Telecoms Limited

Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: ?adequate accounting records have not been kept, 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; or ?the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a strategic report or in preparing the Directors' report.

David White Senior Statutory Auditor for and on behalf of Grant Thornton UK LLP Statutory Auditor Chartered Accountants Birmingham Date: 4).

/0.

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Mobilise Telecoms Limited

Directors Report 4

Directors' report For the year ended 31 August 2013

The directors present their report and the financial statements for the year ended 31 August 2013
Principal activity and review of the business
The principal activity of the company is the reselling of mobile telephones and services to b2b customers
Turnover for the year was 0,117k (2012 L2,138k) and the loss before taxation was D8k (2012 loss f516k)
The mobile phone contracts transacted on behalf of EE by the company have durations ranging from 12 months to 36 months The basis of the company's remuneration is such that an element of income is realised at the beginning of the contract and a further element is realised over the contract period, subject to the customer remaining on the network Whilst it is intended that the business entered into should be profitable over the life of the contracts, losses may initially be recognised as a consequence of the timing of income recognition
The mix of upgrade and new connections remained unchanged during this period with the retention of existing customers continuing to play an important part in a competitive market The launch of the EE 4G network in October 2012 provided an opportunity for the company to sell the benefits of the biggest and fastest network in the UK This helped to mitigate the effects of a challenging year
The company achieved a gross profit of L1,083k (2012 ?681k) for the period representing a gross margin of 51% (2012 32%)
The strategy adopted during the period was to optimise the retention of customers on the EE network and to provide a high quality service to customers
The company has made a number of management changes during the year reflecting the requirement to adapt to a more challenging business environment The losses of last year were significantly reduced by careful control of gross profit margins and improved operational efficiency

Results
The loss for the year, after taxation, amounted to D7k (2012 loss L5181c)
Directors
The directors who served during the year were
D A Boden A D Boden S J Chandler R D Gale (resigned 07 June 2013)
Principal risks and uncertainties
Overview The management of the business is sublect to a number of nsks Pressures arising from the economic downturn together with the highly competitive market in which the company operates results in constant pressure on margins The company continues to review its operation to achieve improved results

Page 1

Mobilise Telecoms Limited
Directors' report For the year ended 31 August 2013
Financial risk management objectives and policies The company's principal financial instruments comprise Irina group balances and cash, together with trade debtors and trade creditors The main purpose of these financial instruments is to raise finance for the company's operations The company does not enter into derivative transactions and no trading in financial instruments is undertaken
The main risk ansmg from the company's financial instruments is credit risk
Credit risk It is the company's policy that all customers who wish to trade on credit terms are subject to credit vetting procedures The company's receivables balances are monitored on an ongoing basis with the result that the company's exposure to bad debts is mitigated
Future outlook
The emphasis for the coming year will continue to be the retention of customers whilst providing a high quality service and seeking new customers
Directors' responsibilities statement
The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulauons
Company law requires the directors to prepare financial statements for each financial year Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that penod In preparing these financial statements, the directors are required to ?select suitable accounting policies 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 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 inegulannes
Disclosure of information to auditor
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that ?so far as that director is aware, there is no relevant audit information of which the company's auditor are unaware, and ?that 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 auditor are aware of that information

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Mobilise Telecoms Limited
Directors' report For the year ended 31 August 2013
Auditor
The auditor, Grant Thornton UK LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006
This report was approved by the board and signed on its behalf

A D Soden Director
Date 29 November 2013

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0 GrantThornton
Independent auditor's report to the members of Mobilise Telecoms Limited

We have audited the financial statements of Mobilise Telecoms Limited for the year ended 31 August 2013, which comprise the profit and loss account, the balance sheet and the related notes The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) 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 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 company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed
Respective responsibilities of directors and auditor
As explained more fully in the Directors' responsibilities statement set out on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's website at www frc org uk/auchtscopeukpnvate Opinion on financial statements In our opinion the financial statements ?give a true and fair view of the state of the company's affairs as at 31 August 2013 and of its loss for the year then ended, have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, and ?have been prepared in accordance with the requirements of the Companies Act 2006 Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements

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0 GrantThornton
Independent auditor's report to the members of Mobilise Telecoms Limited

Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Comparues 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

MA, David White (Senior statutory auditor) for and on behalf of Grant Thornton UK LLP Chartered Accountants Statutory Auditor Birmingham 2013-11-29 00:00:00

Page 5 Mobilise Telecoms Limited

Directors Report 5

Directors' report For the year ended 31 August 2012

The directors present their report and the financial statements for the year ended 31 August 2012
Principal activity and review of the business
The principal activity of the company is the reselling of mobile telephones and services to b2b customers
Turnover for the year was 0,138k (4 months ended 31 August 2011 f406k) and the loss before taxation was f516k (4 months ended 2011 076k)
The mobile phone contracts transacted on behalf of Everything Everywhere by the company have durations ranging from 12 months to 36 months The basis of the company's remuneration is such that an element of income is realised at the beginning of the contract and a further element is realised over the contract period, subject to the customer remaining on the network Whilst it is intended that the business entered into should be profitable over the life of the contracts, losses may initially be recognised as a consequence of the timing of income recognition
The mix of connections during this period included a higher proportion of upgrades with the retention of existing customers continuing to play an important part in a competitive market
The company achieved a gross profit of L681k for the period reflecting a gross margin of 32%
The strategy adopted during the period was to optnruse the retention of customers on the Everything Everywhere networks and to provide a high quality service to customers
Results
The loss for the year, after taxation, amounted to L518k (4 months ended 31 August 2011 - loss 080k)
Directors
The directors who served during the year were
D A Boden A D Boden S J Chandler D Gale
Principal risks and uncertainties
Overview The management of the business is subject to a number of risks Pressures arising from the economic downturn together with the highly competitive market in which the company operates results in constant pressure on margins
Financial risk management objectives and pohaes The company's principal financial instruments compnse ultra group balances and cash, together with trade debtors and trade creditors The main purpose of these financial Instruments is to raise finance for the company's operations The company does not enter into derivative transactions and no trading in financial instruments is undertaken
The main nsk arising from the company's financial instruments is credit risk
Page 1 Mobilise Telecoms Limited
Directors' report For the year ended 31 August 2012
Credit risk It is the company's policy that all customers who wish to trade on credit terms are subject to credit vetting procedures The company's receivables balances are monitored on an ongoing basis with the result that the company's exposure to bad debts is mitigated
Future outlook
On 30th October 2012, Everything Everywhere launched a new brand and network called EE It is the first brand in the country to offer a mobile 4G service which offers high speed mobile services This new service will provide further choice for existing and potential customers alongside the Orange and T-Mobile brands
The emphasis will continue to be the retention of customers for Everything Everywhere and the acquisition of new customers whilst providing a high quality service
Provision of information to auditor
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that ?so far as that director is aware, there is no relevant audit information of winch the company's auditor is unaware, and ?that director has taken all the steps that ought to have been taken as a director in order to be aware of any information needed by the company's auditor in connection with preparing its report and to establish that the company's auditor is aware of that information
Directors' responsibilities statement
The directors are responsible for preparing 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that penod In preparing these financial statements, the directors are required to ?select suitable accounting policies and then apply them consistently, ?make judgments and 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 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 2 Mobilise Telecoms Limited
Directors' report For the year ended 31 August 2012

Auditor
The auditor, Grant Thornton UK LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006
This report was approved by the board and signed on its behalf

AD Boden Director
Date 28 November 2012

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0 Gra ntThornton
Independent auditor's report to the members of Mobilise Telecoms Limited

We have audited the financial statements of Mobilise Telecoms Drruted for the year ended 31 August 2012, which comprise the profit and loss account, the balance sheet and the related notes The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) 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 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 company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed
Respective responsibilities of directors and auditor
As explained more fully in the Directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for bang satisfied that they give a true and fair view Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the Auditing Practices Board's website at www frc org uk/apb/scope/pnvate cfm Opinion on financial statements In our opinion the financial statements give a true and fair view of the state of the company's affairs as at 31 August 2012 and of its loss for the year then ended, have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, and have been prepared in accordance with the requirements of the Companies Act 2006 Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements

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0 GrantThornton
Independent auditor's report to the members of Mobilise Telecoms Limited

Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requites 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

-e

David White (Senior statutory auditor) for and on behalf of Grant Thornton UK LLP Chartered Accountants Statutory Auditor Birmingham 2012-11-28 00:00:00

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Mobilise Telecoms Limited

Directors Report 6

Directors' report For the period ended 31 August 2011
The directors present their report and the financial statements for the period ended 31 August 2011 Principal activity and review of the business
The company was incorporated on 10 May 2011 and on 18 May 2011 acquired the trade and certain of the assets of a mobile phone reseller The principal activity of the company is the reselling of mobile telephones and services to b2b customers
The company started trading on 19 May 2011 Turnover for the period was ?406k and the loss before taxation was ?276k
The mobile phone contracts transacted on behalf of Everything Everywhere by the company have durations ranging from 12 months to 36 months The basis of the company's remuneration is such that an element of income is realised at the beginning of the contract and a further element is realised over the contract period, subject to the customer remaining on the network Whilst it is intended that the business entered into should be profitable over the life of the contracts, losses may initially be recognised as a consequence of the timing of income recognition
The mix of connections during this period included a higher proportion of upgrades with the retention of existing customers becoming increasingly important in a competitive market
The company achieved a gross profit of ?41k for the period reflecting a gross margin of 10%
The strategy adopted during the period was to optimise the retention of Orange customers on the Orange network and to provide a high quality service to customers
Results
The loss for the period, after taxation, amounted to ?280,000
Future outlook
Whilst the economic and market environments will continue to be challenging, the merger of T-Mobilc and Orange under the Everything Everywhere umbrella provides good platforms on which to base the company's proposition
The emphasis will continue to be the retention of customers for Everything Everywhere and the acquisition of new customers whilst providing a high quality service
Principal risks and uncertainties
Overview The management of the business is subject to a number of risks Pressures arising from the economic downturn together with the highly competitive market in which the company operates results in constant pressure on margins
Financial risk management objectives and policies The company's principal financial instruments compnse ultra group balances and cash, together with trade debtors and trade creditors The main purpose of these financial instruments is to raise finance for the company's operations The company does not enter into derivative transactions and no trading in financial instruments is undertaken

Page 1

Mobilise Telecoms Limited
Directors' report For the penod ended 31 August 2011
The main risk arising from the company's financial instruments is credit risk
Credit nsk It is the company's policy that all customers who wish to trade on credit terms are subject to credit vetting procedures The company's receivables balances are monitored on an ongoing basis with the result that the company's exposure to bad debts is mitigated
Directors
The directors who served dunng the period were
RD Gale (appointed 10 May 2011) S J Chandler (appointed 10 May 2011) A D Boden (appointed 10 May 2011) D A Boden (appointed 10 May 2011)
Statement of directors' responsibilities
The directors are responsible for preparing the Directors' report and the financial statements in accordance with apphcable law and regulations
Company law requires the directors to prepare financial statements for each financial year Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law) Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that penod In prepanng these financial statements, the directors are required to ?select suitable accounting policies and then apply them consistently, ?make judgments and estimates that are reasonable and prudent, ?prepare the financial statements on the going concern basis unless it is mappropnate 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 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
Provision of Information to auditor
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that ?so far as that director is aware, there is no relevant audit information of which the company's auditor is unaware, and ?that director has taken all the steps that ought to have been taken as a director in order to be aware of any information needed by the company's auditor in connection with prepanng its report and to estabhsh that the company's auditor is aware of that information

Page 2

Mobilise Telecoms Limited
Directors' report For the penod ended 31 August 2011
Auditor
The auditor, Grant Thornton UK LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006
This report was approved by the board and signed on its behalf

CL ri A D Boden Director

Date 22 November 2011

Page 3

0 GrantThornton

Independent auditor's report to the members of Mobilise Telecoms Limited
We have audited the financial statements of Mobilise Telecoms Limited for the period ended 31 August 2011, which comprise the profit and loss account, the balance sheet and the related notes The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice)

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 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 company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed
Respective responsibilities of directors and auditor
As explained more fully in the Statement of directors' responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the Auditing Practices Board's website at www frc org uk/apb/scope/pnvate cfm Opinion on financial statements In our opinion the financial statements ?give a true and fair view of the state of the company's affairs as at 31 August 2011 and of its loss for the period then ended, ?have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, and ?have been prepared in accordance with the requirements of the Companies Act 2006 Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements

Page 4

0 GrantThornton

Independent auditor's report to the members of Mobilise Telecoms Limited
Mafters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion ?adequate accounting records have not been kept, 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

David White Senior Statutory Auditor for and on behalf of Grant Thornton UK LLP Chartered Accountants Statutory Auditor Birmingham 2011-11-22 00:00:00

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Mobilise Telecoms Limited