ACCOUNTS - Final Accounts

Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

Registered number: NI657821

Highroads NI Ltd

Financial statements

Information for filing with the registrar

For the year ended 31 December 2024

Highroads NI Ltd

Registered number: NI657821

Balance sheet

As at 31 December 2024

	2024	2024	2023	2023
Note	£	£	£	£

Fixed assets
Intangible assets	4		1,376,326		1,179,125
Tangible assets	5		37,877		23,825
			1,414,203		1,202,950
Current assets
Debtors: amounts falling due within one year	6	1,874,430		1,340,482
Cash at bank and in hand	7	49,146		368,970
		1,923,576		1,709,452
Creditors: amounts falling due within one year	8	(383,834)		(375,946)
Net current assets			1,539,742		1,333,506
Total assets less current liabilities			2,953,945		2,536,456
Provisions for liabilities
Deferred tax	9	(240,848)		(176,252)
			(240,848)		(176,252)
Net assets			2,713,097		2,360,204

Capital and reserves
Called up share capital	10	1	1
Profit and loss account		2,713,096	2,360,203
Shareholders' funds		2,713,097	2,360,204

Page 1

Highroads NI Ltd

Registered number: NI657821

Balance sheet (continued)

As at 31 December 2024

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 29 September 2025.

Brian Kim

Director

The notes on pages 3 to 12 form part of these financial statements.

Page 2

Highroads NI Ltd

Notes to the financial statements

For the year ended 31 December 2024

1.	General information

Highroads NI Ltd is private company limited by shares incorporated in Northern Ireland. The registration number and address of the registered office are given in the company information section of these financial statements.
The principal activity of the Company continues to be the provision of support services to its parent company.

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 FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The following principal accounting policies have been applied:

2.2

Going concern

The financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operational existence for the foreseeable future and will be able to meet its liabilities as they fall due.
The Directors have considered the Company’s financial position and its dependence on the ongoing financial support of its parent company. While the Company has adequate resources to meet its current obligations, it is wholly reliant on continued financial support from its parent company in order to continue as a going concern.
The parent company is currently experiencing significant cash flow challenges and is in active negotiations with investors and financiers to secure additional funding. The Directors of the parent company have confirmed their intention to continue to support the Company financially and believe that the ongoing funding negotiations will be successful. However, there can be no certainty that such funding will be secured.
These conditions indicate the existence of a material uncertainty which may cast significant doubt on the Company's ability to continue as a going concern. Nevertheless, after considering the parent company’s support and the progress of funding discussions, the Directors believe it is appropriate to prepare the financial statements on a going concern basis.
The financial statements do not include the adjustments that would result if the Company were unable to continue as a going concern.

Page 3

Highroads NI Ltd

Notes to the financial statements

For the year ended 31 December 2024

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 resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

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

Turnover shown in the statement of comprehensive income represents amounts receivable from its immediate parent company, Highroads, Inc. during the period for the provision of sales and customer support, exclusive of VAT.
Turnover in respect of the provision of sales and customer support provided to Highroads, Inc. is calculated as attributable cost plus a mark-up, in accordance with an intercompany agreements between Highroads NI Limited and Highroads, Inc.

2.5

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 4

Highroads NI Ltd

Notes to the financial statements

For the year ended 31 December 2024

2.Accounting policies (continued)

2.6

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; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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.

2.7

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

2.8

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.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Page 5

Highroads NI Ltd

Notes to the financial statements

For the year ended 31 December 2024

2.Accounting policies (continued)

2.8

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.

Depreciation is provided on the following basis:

Short-term leasehold property	-	17%
Fixtures and fittings	-	20%
Computer equipment	-	33%

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.

2.9

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.

2.10

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.

2.11

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.

2.12

Financial instruments

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Page 6

Highroads NI Ltd

Notes to the financial statements

For the year ended 31 December 2024

2.Accounting policies (continued)

2.12

Financial instruments (continued)

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

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

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

Employees

The average monthly number of employees, including directors, during the year was 23 (2023 - 20).

Page 7

Highroads NI Ltd

Notes to the financial statements

For the year ended 31 December 2024

4.	Intangible assets

		Computer software
		£
	Cost
	At 1 January 2024	1,268,766
	Additions	325,181
	At 31 December 2024	1,593,947
	Amortisation
	At 1 January 2024	89,642
	Charge for the year	127,979
	At 31 December 2024	217,621
	Net book value
	At 31 December 2024	1,376,326
	At 31 December 2023	1,179,124

Page 8

Highroads NI Ltd

Notes to the financial statements

For the year ended 31 December 2024

5.	Tangible fixed assets

	Short-term leasehold property	Fixtures and fittings	Computer equipment	Total
	£	£	£	£
Cost or valuation
At 1 January 2024	1,506	26,120	80,005	107,631
Additions	-	-	34,823	34,823
At 31 December 2024	1,506	26,120	114,828	142,454
Depreciation
At 1 January 2024	941	14,065	68,801	83,807
Charge for the year	251	5,922	14,597	20,770
At 31 December 2024	1,192	19,987	83,398	104,577
Net book value
At 31 December 2024	314	6,133	31,430	37,877
At 31 December 2023	565	12,055	11,205	23,825

Page 9

Highroads NI Ltd

Notes to the financial statements

For the year ended 31 December 2024

Debtors

					2024	2023
					£	£


Amounts owed by group undertakings	1,621,976	1,195,661
Other debtors	14,306	9,024
Prepayments and accrued income	25,146	13,976
Tax recoverable	213,002	121,821
	1,874,430	1,340,482

Amounts owed by group undertakings are unsecured, interest free and repayable on demand

7.	Cash and cash equivalents
		2024	2023
		£	£

Cash at bank and in hand	49,146	368,970
	49,146	368,970

8.	Creditors: Amounts falling due within one year
		2024	2023
		£	£

Trade creditors	56,282	80,699
Other taxation and social security	61,523	50,192
Accruals and deferred income	266,029	245,055
	383,834	375,946

Page 10

Highroads NI Ltd

Notes to the financial statements

For the year ended 31 December 2024

9.	Deferred taxation

		2024
		£

	At beginning of year	(176,252)
	Charged to profit or loss	(64,596)
	At end of year	(240,848)

The provision for deferred taxation is made up as follows:
	2024	2023
	£	£

Accelerated capital allowances	(242,613)	(176,252)
Short term timing differences	1,765	-
	(240,848)	(176,252)

10.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

100 (2023 - 100) Ordinary shares of £0.01000 each	1.00000	1.00000

11.

Reserves

Profit and loss account

This reserve represents the cumulative retained profit of the company.

12.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £95,967 (2023 - £164,958) . Contributions totaling £25,546 (2023 - £21,541) were payable to the fund at the balance sheet date and are included in creditors.

Page 11

Highroads NI Ltd

Notes to the financial statements

For the year ended 31 December 2024

Not later than 1 year	94,600	96,400
Later than 1 year and not later than 5 years	7,883	102,483
	102,483	198,883

14.	Related party transactions
	The company has taken advantage of the exemption under paragraph 33.1A from the provisions of FRS 102, on the grounds that at 31 December 2024 it was a wholly owned subsidiary.

15.	Post balance sheet events

There were no post balance sheet events requiring disclosure

16.	Controlling party

The immediate and ultimate parent undertaking of the Company is Highroads, Inc, a company incorporated in the USA.
The largest and smallest group in which the results of Highroads NI Ltd are consolidated is that headed by Highroads, Inc.
The director considers there to be no ultimate controlling party.

17.	Auditor's information

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

The audit report was signed on 29 September 2025 by Adrian Patton (Senior statutory auditor) on behalf of Sumer AuditCo NI Limited.

Page 12