Company No: 12993607 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

DIRECTORS	Richard Martin Cane
	Brendan Thomas Cavanagh
	Joshua Michael Koenig

SECRETARY

Elemental Company Secretary Limited

REGISTERED OFFICE	27 Old Gloucester Street
	London
	WC1N 3AX
	United Kingdom

COMPANY NUMBER

12993607 (England and Wales)

AUDITOR	Gravita Audit Il Ltd
	Statutory Auditor
	Aldgate Tower
	2 Leman Street
	London
	E1 8FA
	United Kingdom

	Note	2024		2023
		£		£
Fixed assets
Investments	3	23,917,054		23,010,217
		23,917,054		23,010,217
Current assets
Debtors	4	0		119
Cash at bank and in hand		39,551		5,365
		39,551		5,484
Creditors: amounts falling due within one year	5	( 298,204)		( 82,483)
Net current liabilities		(258,653)		(76,999)
Total assets less current liabilities		23,658,401		22,933,218
Net assets		23,658,401		22,933,218
Capital and reserves
Called-up share capital		1		1
Capital contribution reserve		31,030,857		23,085,271
Profit and loss account		( 7,372,457 )		( 152,054 )
Total shareholder's funds		23,658,401		22,933,218

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Profit and Loss Account has not been delivered.

The financial statements of SBA UK Holdings Limited (registered number: 12993607) were approved and authorised for issue by the Board of Directors on 23 September 2025. They were signed on its behalf by:

Richard Martin Cane Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

SBA UK Holdings Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 27 Old Gloucester Street, London, WC1N 3AX, United Kingdom.

The financial statements have been prepared under the historical cost convention and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The directors note that the Company is a holding company with minimal administrative expenses. Since the year end, an investment in a subsidiary has been sold (further details in note 7) and it is expected the Company will generate a stable dividend income stream from its remaining subsidiary in the future. The Company is also supported with capital contributions from the parent company which are expected to continue. Based on this, the directors have a reasonable expectation that the Company has adequate resources to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Group accounts exemption

Group accounts exemption s399
The Company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the Company as an individual entity and not about its group.

Foreign currency

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Balance Sheet date are reported at the rates of exchange prevailing at that date.

Exchange differences are recognised in the Profit and Loss Account in the period in which they arise except for exchange differences arising on gains or losses on non-monetary items which are recognised in the Statement of Comprehensive Income.

Taxation

Current tax
Current tax is provided at amounts expected to be paid (or recoverable) using the tax rates and laws that have been enacted or substantively enacted at the Balance Sheet date.

Deferred tax
Deferred tax arises as a result of including items of income and expenditure in taxation computations in periods different from those in which they are included in the Company's financial statements. Deferred tax is provided in full on timing differences which result in an obligation to pay more or less tax at a future date, at the average tax rates that are expected to apply when the timing differences reverse, based on current tax rates and laws. Deferred tax assets and liabilities are not discounted.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Non-financial assets
At each balance sheet date, the company reviews its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss.

If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

For financial assets carried at amortised cost, the amount of impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Fixed asset investments

Investments in subsidiaries are measured at cost less impairment.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

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

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

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

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

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

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

2. Employees

	2024		2023
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	3		3

3. Fixed asset investments

Investments in subsidiaries

	2024
	£
Cost
At 01 January 2024	23,010,217
Additions	7,832,257
At 31 December 2024	30,842,474
Provisions for impairment
At 01 January 2024	0
Impairment	6,925,420
At 31 December 2024	6,925,420
Carrying value at 31 December 2024	23,917,054
Carrying value at 31 December 2023	23,010,217

Investments in shares

Name of entity	Registered office	Principal activity	Class of shares	Ownership 31.12.2024	Ownership 31.12.2023
SBA Tower Philippines Holdings Inc	Unit 1203 High Street South Corporate Plaza Tower 1, 26th Street cor. 9th Avenue, Bonifacio Global City, Taguig, Metro Manila, 1634, Philippines	Leasing of real estate property	A	100.00%	100.00%
SBA Towers Philippines Inc	12F, One/NEO Building, 26th Street Corner 3rd Avenue, Crescen Park West, Bonifacio Global City, Taguig, Philippines	Leasing of real estate property	A	100.00%	100.00%

On 29 December 2020, the Company acquired 100% of the share capital in SBA Towers Philippines Inc, a company incorporated in the Philippines, for consideration of $670,925. During the year the Company contributed additional capital of £7,832,257 (2023: £6,464,800).

On 8 October 2021 the Company acquired 100% of the share capital in SBA Tower Philippines Holding Inc, a company incorporated in the Philippines, for consideration of $660,000.

After the year end, the Company sold 100% of the ordinary shares of SBA Towers Philippines Inc for consideration of $28,814,000. See note 8 for further details. An impairment of £6,925,420 has been recognised at the year end in relation to the holding.

4. Debtors

	2024		2023
	£		£
Other debtors	0		119

5. Creditors: amounts falling due within one year

	2024		2023
	£		£
Amounts owed to Group undertakings	276,534		8
Other taxation and social security	0		5,756
Other creditors	21,670		76,719
	298,204		82,483

Amounts owed to group undertakings are interest free and repayable on demand.

6. Related party transactions

No remuneration was paid to the directors during the year or prior year.

The Company has taken advantage of the exemptions available in Section 33 Related Party Transactions of FRS 102 to not disclose transactions between wholly owned entities in the group.

7. Events after the Balance Sheet date

On 25 November 2024, the Company entered into a Sale and Purchase Agreement with Alliance Towers Corporation (the “Purchaser”), a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, to sell 100% of its shares held in SBA Towers Philippines, Inc. (a corporation incorporated and existing under the laws of the Republic of the Philippines) contingent on satisfactory completion of certain sale conditions. On 10 January 2025, these sale conditions were met, and the transaction closed for a total consideration of $28,814,000 USD. Upon closing, the Company transferred its rights, title and interest in SBA Towers Philippines, Inc. through a Deed of Absolute Sale of Shares executed on the closing date. The directors have recognised an impairment of £6,925,420 in relation to the holding in SBA Towers Philippines, Inc in the profit and loss account for the year ended 31 December 2024.

8. Audit Opinion

The auditor's report on the accounts for the financial year ended 31 December 2024 was unqualified.

The audit report was signed by Paul Woosey FCA, FCCA on behalf of Gravita Audit Il Ltd.

9. Ultimate controlling party

The immediate parent company is SBA Telecommunications, LLC registered at 8051 Congress Avenue, Boca Raton, Florida 33487, USA.

The ultimate parent company is SBA Communications Corporation registered at 8051 Congress Avenue, Boca Raton, Florida 33487, USA. The smallest and largest group in which the results of the Company are consolidated is that headed by SBA Communications Corporation (registered office address: 8051 Congress Avenue, Boca Raton, Florida 33487, USA).