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Company Registration Number: 10285348



















GRAIN CONNECT LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026













img5ce1.png

 
GRAIN CONNECT LIMITED
 

COMPANY INFORMATION


Directors
Mr Peregrine Lloyd 
Mr David Gudgin 
Mr Adam Chirkowski 
Mr Sean Williams 
Mr Roland Barzegar 
Mr Richard Cameron 
Mr Peter O'Flaherty 
Mr Andrew Vachell 




Registered number
10285348



Registered office
Clifford House
Cooper Way

Parkhouse

Carlisle

CA3 0JG




Independent auditors
Armstrong Watson Audit Limited
Chartered Accountants & Statutory Auditors

James Watson House

Montgomery Way

Carlisle

Cumbria

CA1 2UU





 
GRAIN CONNECT LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 6
Directors' Report
 
7 - 8
Independent Auditors' Report
 
9 - 12
Consolidated Statement of Comprehensive Income
 
13
Consolidated Statement of Financial Position
 
14
Company Statement of Financial Position
 
15
Consolidated Statement of Changes in Equity
 
16 - 17
Company Statement of Changes in Equity
 
18 - 19
Consolidated Statement of Cash Flows
 
20 - 21
Consolidated Analysis of Net Debt
 
22
Notes to the Financial Statements
 
23 - 44


 
GRAIN CONNECT LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2026

Introduction
 
Grain deploys and operates fibre-to-the-premises (“FTTP”) networks in targeted urban communities and new build housing developments across Great Britain. 

Grain is also an Internet Service Provider (“ISP”), retailing its high speed FTTP connectivity directly to consumers and small to medium sized businesses. 

Grain’s strategy is to build, connect and operate the lowest cost network in the industry, so that it maintains a strategic long-term cost advantage over the rest of the industry.

The Directors present their strategic report together with the audited financial statements for the year ended 31 March 2026.

Financial performance
 
The key performance indicators are:

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In the 12 months to 31 March 2026, Grain grew its revenue by 48% to £13.3m (2025: £9.0m), driven by an increase in customer base in live regions, and a growth in the size of the group’s network. 

The group generated an operating loss of £9.55m (2025: £11.53m) with the improvement a result of the business achieving a full year of EBITDA positivity, combined with growth in the size of Grain’s network and its customer base.

Page 1

 
GRAIN CONNECT LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026

Strategic overview and outlook
 
With FY25’s strategy to “Build Superiority” achieved successfully, Grain’s strategic priority for FY26 has been to use this platform to “Build Scale”. Grain had three strategic targets in the year: 

i. to secure sufficient funding to materially scale the size of its network footprint,

ii. continue to grow the existing customer base, 

iii. achieve a full year of annualised profitability (following Grain turning EBITDA profitable at the end of FY25). 

Building Scale – Funding

In July 2025, Grain secured a £212.5 million debt facility from funds managed by HPS Investment Partners, a subsidiary of BlackRock, alongside a further £13 million equity investment from existing shareholder Equitix. This marked Equitix’ fifth follow-on investment, underscoring sustained institutional conviction in Grain’s capital-efficient, scalable model. 

At a time when most altnets have halted expansion and pivoted toward consolidation to contain losses, Grain secured one of the largest organic growth financings in the sector since the early 2020s. The transaction will accelerate network expansion from 250,000 at the time of the deal being secured, to approximately 600,000 premises, advancing Grain’s longer-term strategy to exceed one million premises passed through one of the largest organic builds in the UK fibre market. 

This funding was achieved because Grain: 
 
Has built the sector’s most efficient deployment model (externally benchmarked showing the next most efficient PIA operator has a capital deployment cost 47% higher than Grain); 
 
Delivers the lowest operating cost per customer (60%+ lower than other providers based on publicly available financial data); and  
 
Reached EBITDA positive at the end of 2025 on c. 42,000 customers (and has delivered full year EBITDA profitability in 2026).  
 
In a capital-constrained market, Grain's investors have backed demonstrable performance, disciplined execution, and a proven path to scalable profitability. 

No other alt-net in the past year has secured more growth capital than it had raised in its entire history funding this scale for organic expansion. The transaction signals renewed institutional confidence in sustainable fibre economics and establishes Grain as the benchmark for efficient, profitable network deployment in a consolidating market.
 
Page 2

 
GRAIN CONNECT LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026


Building Scale – Network Build

Grain is focussed on the continued expansion of its FTTP network, targeting new build developments and urban areas covering more than 75 urban towns and cities across Great Britain.

During the year Grain has continued to expand its coverage, investing into its footprint across both urban developments and new build housing with over 300,000 homes ready for service. Unlike Openreach and other Alternative telecommunications networks (“Alt-nets”) which describe a home ready for service as one which has a live network at the top of a pole or in a chamber, somewhere near a premise, (sometimes over 100 metres away) and still needing substantial capital investment to connect a customer, a home ready for service for Grain is one that has a live network at the boundary of each premise.

Cost per premise passed on the network was slightly lower than the previous year. As the majority of the build covers the Urban network, this primarily covers the end-to-end build of the urban network, including all expenditure required to deliver a live fibre connection to the boundary of every premise connecting the site to Grain’s datacentres. By building its own access network Grain avoids the cost of renting Openreach’s infrastructure via Physical Infrastructure Access (“PIA”) and the associated embedded lease of an estimated c.£190.

Building Scale – Customers

Grain offers customers value for money with super-fast, reliable, and affordable broadband packages to local communities. Fairness and transparency has been at the core of Grain’s customer acquisition strategy. Grain grew its customer base in the financial year to c. 56,000 customers by the end of the year. 

Additionally, Grain has upgraded its network during the course of the year to be able to offer services to end consumers of up to 10Gbps to provide peak performance and reliability to high usage customers. 

Despite operating in a competitive market, and having added c.50,000 new homes RFS which start with zero penetration, Grain grew its penetration in the year from 16% to 19%. The Directors believe that Grain’s low-cost proposition remains a clear point of differentiation and a key strength of the business.

Grain’s ability to offer high-quality connectivity at low price points continues to support its market position and provides confidence in the Group’s ability to grow its customer base over the medium term. The Directors therefore remain confident that the business is well placed to compete effectively, while continuing to focus on disciplined growth, customer acquisition and long-term value creation.
 
Page 3

 
GRAIN CONNECT LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026


Building Scale – Profitability

The largest elements of cost of sales are the rental of backhaul circuits, cabinet electricity, peering and IP Transit connecting our customers to the internet, which are provisioned upfront to support future customer expansion. During the financial year, Grain had a Gross Margin of 77.2% (FY25: 67.4%) which expanded as we added customers to our network. With the significant growth in customers across the year, this resulted in the ratio growing with Gross Margin % growing to 79.2% by the end of the financial year, compared to a Gross Margin of 74.6% achieved at March 2025.

Grain’s strategy to be a low-cost operator has already demonstrated success with the business turning EBITDA positive at the end of 2025 at a scale significantly below the level other comparable businesses have achieved it. During 2026, despite significant investment in the business to scale the operation for delivery of the expanded footprint expansion, EBITDA margins still grew to over 16% by the end of the year through a combination of customer growth, proactive customer upgrades and operational cost control. 

Grain’s Cashflow from Existing Footprint in the year was -£2.8m (FY25: -£5.5m), a reduction of 50% on prior year. Grain’s strategy is to leverage its low cost foundation to achieve the next stage of its journey, positive Cashflow from Existing Footprint, in the financial year ended March 2027.

Page 4

 
GRAIN CONNECT LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026

Principal risks and uncertainties
 
The principal risks and uncertainties of the business are as follows:

Macroeconomic Stability

The advent of the conflict in the Middle East in 2026 has created some uncertainty for all businesses in the UK that rely on goods from overseas, in addition to the impact on fuel costs that the war has created. Grain has mitigated this to the extent possible by optimising travel costs, and regularly tendering with suppliers for the best value input costs. 

Interest rates

The rise in interest rates during 2024 and 2025 has impacted the cost of borrowing in 2026, which impacts an element of debt funding costs to Grain. Grain has mitigated this using cap and floor agreements with its debt funders to limit this liability. 

Foreign Exchange

The principal foreign exchange risk for the business is the US Dollar. Foreign exchange risk arises from commercial transactions. Grain seeks to minimise its exposure to foreign exchange risk and all cash balances in foreign currency that are not required for short term working capital monetary needs are converted into pounds. 

Access to funding

Grain intends to continue investing significant capital expenditure to achieve its network roll-out goals. Access to further equity funding was obtained in July 2025 and Grain intends to seek further funding in the next 18 months to enable the business to expand to over 1m premises.
 
Page 5

 
GRAIN CONNECT LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026

Competition

Competition arises from BT, Virgin, Sky, TalkTalk and new entrants to the market. Grain has taken steps to ensure that it maintains both a low cost, efficient build, and an efficient operating model, in order to pass the benefits back to customers in the form low prices, allowing it to be more competitive than other fibre providers. 

Future Developments 

Grain continues to build and grow the size of its fibre-optic network. In the coming years it intends to secure additional funding to deliver on its build plans and grow its customer base. 

Post balance sheet events 

No post balance sheet events to report. 


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



Mr Roland Barzegar
Director

Date: 15 July 2026

Page 6

 
GRAIN CONNECT LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2026

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

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

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


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

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £24,764 thousand (2025 - loss £17,395 thousand).

Directors

The directors who served during the year were:

Mr Peregrine Lloyd 
Mr David Gudgin 
Mr Adam Chirkowski 
Mr Sean Williams 
Mr Roland Barzegar 
Mr Richard Cameron 
Mr Peter O'Flaherty 
Mr Andrew Vachell 

Disclosure of information to auditors

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

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

Page 7

 
GRAIN CONNECT LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026

Auditors

The auditorsArmstrong Watson Audit Limitedwill 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.
 



Mr Roland Barzegar
Director

Date: 15 July 2026

Page 8

 
GRAIN CONNECT LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GRAIN CONNECT LIMITED
 

Opinion


We have audited the financial statements of Grain Connect Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2026, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 March 2026 and of the Group's 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.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 9

 
GRAIN CONNECT LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GRAIN CONNECT LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


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


Matters on which we are required to report by exception
 

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


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


adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the Parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 7, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.


Page 10

 
GRAIN CONNECT LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GRAIN CONNECT LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.


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

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

• the engagement partner ensured that the engagement team collectively had the appropriate competence,   capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

• we identified the laws and regulations applicable to the company through discussions with directors and    other management;

• we assessed the extent of compliance with the laws and regulations identified above through making    enquiries of management; and

• identified laws and regulations were communicated within the audit team regularly and the team remained   alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

• making enquiries of management as to where they considered there was susceptibility to fraud, their    knowledge of actual, suspected and alleged fraud; and

• considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and    regulations.

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

• performed analytical procedures as a risk assessment tool to identify any unusual or unexpected     relationships; and

• tested journal entries to identify unusual transactions.
 
Page 11

 
GRAIN CONNECT LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GRAIN CONNECT LIMITED (CONTINUED)



In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures
which included, but were not limited to:

• agreeing financial statement disclosures to underlying supporting documentation; and

• enquiring of management as to actual and potential litigation and claims.


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


Use of our report
 

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



Joanna Gray (Senior Statutory Auditor)
for and on behalf of
Armstrong Watson Audit Limited
Chartered Accountants & Statutory Auditors
Carlisle

16 July 2026
Page 12

 
GRAIN CONNECT LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2026

2026
2025
Note
£000
£000

  

Turnover
 4 
13,308
9,000

Cost of sales
  
(3,039)
(2,931)

Gross profit
  
10,269
6,069

Administrative expenses
  
(18,699)
(16,761)

Exceptional administrative expenses
  
(1,121)
(797)

Operating loss
  
(9,551)
(11,489)

Interest receivable and similar income
 7 
181
136

Interest payable and similar expenses
 8 
(23,331)
(13,533)

Loss before tax
  
(32,701)
(24,886)

Tax on loss
 9 
7,937
7,491

Loss for the financial year
  
(24,764)
(17,395)

Profit for the year attributable to:
  

  

There was no other comprehensive income for 2026 (2025:£NIL).

The notes on pages 23 to 44 form part of these financial statements.

Page 13

 
GRAIN CONNECT LIMITED
REGISTERED NUMBER: 10285348

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2026

2026
2025
Note
£000
£000

Fixed assets
  

Intangible assets
 11 
1,215
1,036

Tangible assets
 12 
139,864
119,020

  
141,079
120,056

Current assets
  

Stocks
 14 
1,310
1,171

Debtors
 15 
41,755
27,546

Cash at Bank and in hand
  
10,210
12,292

  
53,275
41,009

Creditors: amounts falling due within one year
 17 
(128,725)
(113,463)

Net current liabilities
  
 
 
(75,450)
 
 
(72,454)

Total assets less current liabilities
  
65,629
47,602

Creditors: amounts falling due after more than one year
 18 
(71,486)
(42,784)

  

Net (liabilities)/assets
  
(5,857)
4,818


Capital and reserves
  

Called up share capital 
 21 
2
2

Share premium account
 22 
56,436
43,087

Capital contribution reserve
 22 
1,735
995

Profit and loss account
 22 
(64,030)
(39,266)

  
(5,857)
4,818


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


Mr Roland Barzegar
Director

Date: 15 July 2026

The notes on pages 23 to 44 form part of these financial statements.

Page 14

 
GRAIN CONNECT LIMITED
REGISTERED NUMBER: 10285348

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2026

2026
2025
Note
£000
£000

Fixed assets
  

Intangible assets
 11 
135
31

Tangible assets
 12 
16,320
15,760

Investments
 13 
2,075
2,075

  
18,530
17,866

Current assets
  

Stocks
 14 
1,310
1,172

Debtors
 15 
196,600
152,707

Cash at bank and in hand
 16 
10,067
12,091

  
207,977
165,970

Creditors: amounts falling due within one year
 17 
(153,791)
(132,379)

Net current assets
  
 
 
54,186
 
 
33,591

Total assets less current liabilities
  
72,716
51,457

  

Creditors: amounts falling due after more than one year
 18 
(68,252)
(40,063)

  

Net assets
  
4,464
11,394


Capital and reserves
  

Called up share capital 
 21 
2
2

Share premium account
 22 
56,436
43,087

Capital contribution reserve
 22 
1,735
995

Profit and loss account brought forward
  
(32,690)
(19,541)

Loss for the year
  
(21,019)
(13,149)

Profit and loss account carried forward
  
(53,709)
(32,690)

  
4,464
11,394


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


Mr Roland Barzegar
Director

Date: 15 July 2026

The notes on pages 23 to 44 form part of these financial statements.

Page 15

 
GRAIN CONNECT LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026


Called up share capital
Share premium account
Capital contribution reserve
Profit and loss account
Equity attributable to owners of Parent Company
Total equity

£000
£000
£000
£000
£000
£000

At 1 April 2025
2
43,087
995
(39,266)
4,818
4,818



Loss for the year
-
-
-
(24,764)
(24,764)
(24,764)

Shares issued during the year
-
13,349
-
-
13,349
13,349

Movement on share options
-
-
740
-
740
740


At 31 March 2026
2
56,436
1,735
(64,030)
(5,857)
(5,857)


Page 16

 
GRAIN CONNECT LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025


Called up share capital
Share premium account
Capital contribution reserve
Profit and loss account
Equity attributable to owners of Parent Company
Total equity

£000
£000
£000
£000
£000
£000

At 1 April 2024
2
24,700
369
(21,871)
3,200
3,200



Loss for the year
-
-
-
(17,395)
(17,395)
(17,395)

Shares issued during the year
-
18,387
-
-
18,387
18,387

Movement on share options
-
-
626
-
626
626


At 31 March 2025
2
43,087
995
(39,266)
4,818
4,818


The notes on pages 23 to 44 form part of these financial statements.

Page 17

 
GRAIN CONNECT LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026


Called up share capital
Share premium account
Capital contribution reserve
Profit and loss account
Total equity

£000
£000
£000
£000
£000

At 1 April 2025
2
43,087
995
(32,690)
11,394



Loss for the year
-
-
-
(21,019)
(21,019)

Shares issued during the year
-
13,349
-
-
13,349

Movement on share options
-
-
740
-
740


At 31 March 2026
2
56,436
1,735
(53,709)
4,464


The notes on pages 23 to 44 form part of these financial statements.

Page 18

 
GRAIN CONNECT LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025


Called up share capital
Share premium account
Capital contribution reserve
Profit and loss account
Total equity

£000
£000
£000
£000
£000

At 1 April 2024
2
24,700
369
(19,541)
5,530



Loss for the year
-
-
-
(13,149)
(13,149)

Shares issued during the year
-
18,387
-
-
18,387

Movement on share options
-
-
626
-
626


At 31 March 2025
2
43,087
995
(32,690)
11,394


The notes on pages 23 to 44 form part of these financial statements.

Page 19

 
GRAIN CONNECT LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2026

2026
2025
£000
£000

Cash flows from operating activities

Loss for the financial year
(24,764)
(17,395)

Adjustments for:

Share option movement
740
625

Amortisation of intangible assets
284
290

Depreciation of tangible assets
9,409
8,257

Loss on disposal of tangible assets
(5)
(88)

Interest paid
23,408
13,382

Interest received
(258)
(135)

Taxation charge
(7,937)
(7,491)

(Increase)/decrease in stocks
(139)
623

(Increase) in debtors
(6,320)
(290)

Increase in creditors
15,805
21,253

Increase/(decrease) in provisions
-
(21)

Net cash generated from operating activities

10,223
19,010


Cash flows from investing activities

Purchase of intangible fixed assets
(463)
-

Purchase of tangible fixed assets
(30,341)
(17,005)

Sale of tangible fixed assets
91
421

Interest received
258
136

Net cash from investing activities

(30,455)
(16,448)

Cash flows from financing activities

Issue of ordinary shares
13,349
18,387

Bank loan drawdowns
62,939
1,500

Repayment of loans
(40,026)
-

Repayment of/new finance leases
-
(220)

Interest paid
(23,408)
(13,357)

Capitalisation of interest
5,294
-

Net cash used in financing activities
18,148
6,310

Net (decrease)/increase in cash and cash equivalents
(2,084)
8,872
Page 20

 
GRAIN CONNECT LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026


2026
2025

£000
£000



Cash and cash equivalents at beginning of year
12,292
3,420

Cash and cash equivalents at the end of year
10,208
12,292


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
10,208
12,292

10,208
12,292


The notes on pages 23 to 44 form part of these financial statements.

Page 21

 
GRAIN CONNECT LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MARCH 2026




At 1 April 2025
Cash flows
At 31 March 2026
£000

£000

£000

Cash at bank and in hand

12,292

(2,084)

10,208

Debt due after 1 year

(40,026)

(28,207)

(68,233)

Debt due within 1 year

(56)

56

-


(27,790)
(30,235)
(58,025)

The notes on pages 23 to 44 form part of these financial statements.

Page 22

 
GRAIN CONNECT LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

1.


General information

Grain Connect Limited is a private company, limited by shares, incorporated in England & Wales, registered number 10285348. The registered office is Clifford House Cooper Way, Parkhouse, Carlisle, United Kingdom, CA3 OLJ.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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

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

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

  
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between Grain Connect Limited and its own subsidiary companies are therefore eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

These consolidated financial statements do not include the immediate parent Grain Connect Midco Limited or the ultimate parent Grain Connect Topco Limited and therefore balances and transactions with these companies remain.

 
2.3

Going concern

The company remains in the growth stage of its business plan, during which its objective is to continue to expand its network infrastructure. The losses incurred by the company are in line with the business plan and reflect the investment-stage of the business’s build project. The majority of the cash outgoings of the company relate to this expansion of infrastructure, and the rate of this spend is under the control of the directors. As such, the directors have assessed that the position of the company is such that it could comfortably meet expenditure for a period of at least 12 months from the date of signing these accounts, and have accordingly prepared these accounts on a going concern basis.

Page 23

 
GRAIN CONNECT LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. 

The provision of telecommunications services with respect to broadband is recognised on a straight line basis over the period that the services are provided, with the stage of completion of the provision of service being the proportion of the period to which the contract to provide those services relates that has passed at the end of the reporting period.  

 
2.5

Operating leases: the Group as lessee

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

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

 
2.6

Interest income

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

 
2.7

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

Page 24

 
GRAIN CONNECT LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

2.Accounting policies (continued)

 
2.9

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

 
2.10

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 reporting date in the countries where the Company and the Group operate and generate income.

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

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


  
2.11

Intangible Assets

Intangible assets are the cost of a website. The asset is being amortised to the profit and loss account over its estimated useful economic life of 3 years.

Page 25

 
GRAIN CONNECT LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

2.Accounting policies (continued)

 
2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.

Other 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.

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.

 The estimated useful lives range as follows:

Trademarks
-
10
years
Computer software
-
3
years

 
2.13

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.

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:

Long-term leasehold property
-
12 years straight line
Plant and machinery
-
3, 12, or 25 year straight line
Motor vehicles
-
5 year straight line
Fixtures and fittings
-
3 year straight line
Computer equipment
-
3 year straight line

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.

Page 26

 
GRAIN CONNECT LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

2.Accounting policies (continued)

  
2.14

Leasing and hire purchase contracts

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

Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged to profit and loss account as incurred.

  
2.15

Stocks and work in progress

Stocks and work in progress are valued at the lower of cost and net realisable value after making due allowance for obsolete and slow moving stocks.

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.17

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.

 
2.18

Cash and cash equivalents

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

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

 
2.19

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.

  
2.20

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

Page 27

 
GRAIN CONNECT LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

2.Accounting policies (continued)

 
2.21

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include 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 Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Basic financial liabilities

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

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as
Page 28

 
GRAIN CONNECT LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

2.Accounting policies (continued)


2.21
Financial instruments (continued)

with a documented risk management or investment strategy.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

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

 
2.22

Dividends

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

Page 29

 
GRAIN CONNECT LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Judgements

Recognition of deferred tax asset

Deferred tax assets should only be recognised where it is probable that future taxable profits will be made against which the potential asset can be utilised. 

The directors have considered the performance of the company against business plans. Performance is tracking favourably against those plans, which forecast profitability in the medium term. The directors have determined that there is a probability that the assets will be utilised in future on the grounds that the forecast profitability is more likely than not to arise. 

This is a significant judgement taken in the preparation of these accounts, given the magnitude of the deferred tax asset recognised. There is inherently uncertainty as to whether the forecast profitability will be realised. 

Depreciation

Tangible fixed assets are depreciated over their estimated useful economic life, to a residual value at the end of that useful economic life.

Determining both the useful economic life and residual values for assets involve forecasting future events, and as such there is inherently uncertainty in these estimates. Because of the materiality of tangible fixed assets to these accounts, and the early-stage nature of the company meaning that there is limited track record against which to benchmark these estimates, the directors have identified depreciation as a key source of estimation uncertainty in these accounts.  

Work has been undertaken to determine accurate estimates for both the useful economic lives and residual values, particularly by benchmarking those values against industry averages.

Investment in subsidiary valuations

Investments in subsidiaries are held at cost less impairment. 

Both of the subsidiary companies in which these investments are held have net assets below the value of the investment, and have made before tax losses in the period. However, the directors believe that the value in the acquisition of these companies remains. The primary rationale for the initial acquisition was the acquiring of regulatory licenses. These licenses hold significant value for the group as a whole, as they allow the group to carry on its business and are critical to its growth plan. As such, the directors have assessed that the value of these licenses support the investment valuations to the extent that no impairment is necessary. 

This is a significant judgement because of the magnitude of investment in subsidiaries balance. 


4.


Turnover

The whole of the turnover is attributable to the principal activity, being the provision of broadband internet services.

All turnover arose within the United Kingdom.

Page 30

 
GRAIN CONNECT LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

5.


Auditors' remuneration

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


2026
2025
£000
£000

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
25
24


6.


Employees

Staff costs were as follows:


Group
Group
Company
Company
2026
2025
2026
2025
£000
£000
£000
£000


Wages and salaries
4,769
4,316
4,769
4,316

Social security costs
1,080
797
1,080
797

Cost of defined contribution scheme
663
603
663
603

6,512
5,716
6,512
5,716


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


        2026
        2025
            No.
            No.







Employees
203
191


7.


Interest receivable

2026
2025
£000
£000


Other interest receivable
181
136


8.


Interest payable and similar expenses

2026
2025
£000
£000


Bank interest payable
9,369
2,979

Other loan interest payable
12,299
10,237

Finance leases and hire purchase contracts
-
7

Finance charge
1,663
310

23,331
13,533

Page 31

 
GRAIN CONNECT LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

9.


Taxation


2026
2025
£000
£000



Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
(7,937)
(7,491)

Total deferred tax
(7,937)
(7,491)


Tax on loss
(7,937)
(7,491)

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2025 - lower than) the standard rate of corporation tax in the UK of 25% (2025 - 25%). The differences are explained below:

2026
2025
£000
£000


Loss on ordinary activities before tax
(32,702)
(24,886)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2025 - 25%)
(8,176)
(6,222)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
6,119
2,600

Capital allowances for year in excess of depreciation
5
(5)

Adjustments to tax charge in respect of prior periods
(283)
355

Short-term timing difference leading to an increase (decrease) in taxation
(5,787)
(4,418)

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

Other differences leading to an increase (decrease) in the tax charge
-
49

Ineligible depreciation
-
(1)

Other movements not recognised
185
159

Total tax charge for the year
(7,937)
(7,491)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 32

 
GRAIN CONNECT LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

10.


Exceptional items

2026
2025
£000
£000


Movement on share options
740
626

Restructuring and Reorganisation costs
381
155

Aborted deal fees
-
16


11.


Intangible assets

Group





Trademarks
Computer software
Goodwill
Total

£000
£000
£000
£000



Cost


At 1 April 2025
153
117
1,942
2,212


Additions
313
150
-
463



At 31 March 2026

466
267
1,942
2,675



Amortisation


At 1 April 2025
37
86
1,052
1,175


Charge for the year on owned assets
44
46
194
284



At 31 March 2026

81
132
1,246
1,459



Net book value



At 31 March 2026
385
135
696
1,216



At 31 March 2025
115
31
890
1,036



Page 33

 
GRAIN CONNECT LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
 
           11.Intangible assets (continued)

Company




Computer software

£000



Cost


At 1 April 2025
117


Additions
150



At 31 March 2026

267



Amortisation


At 1 April 2025
86


Charge for the year
46



At 31 March 2026

132



Net book value



At 31 March 2026
135



At 31 March 2025
31

Page 34

 
GRAIN CONNECT LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

12.


Tangible fixed assets

Group



Long-term leasehold property
Network infra- structure, plant, and machinery
Motor vehicles
Fixtures and fittings
Computer equipment

£000
£000
£000
£000
£000



Cost or valuation


At 1 April 2025
40
134,409
2,785
166
428


Additions
-
30,240
2
3
95


Disposals
-
(1,109)
(222)
(4)
(210)


Transfers between classes
-
158
(158)
-
-



At 31 March 2026

40
163,698
2,407
165
313



Depreciation


At 1 April 2025
38
16,281
2,002
135
353


Charge for the year on owned assets
2
9,001
320
15
71


Disposals
-
(1,023)
(222)
(4)
(210)



At 31 March 2026

40
24,259
2,100
146
214



Net book value



At 31 March 2026
-
139,439
307
19
99



At 31 March 2025
3
118,128
783
31
75
Page 35

 
GRAIN CONNECT LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

           12.Tangible fixed assets (continued)


Total

£000



Cost or valuation


At 1 April 2025
137,828


Additions
30,340


Disposals
(1,545)


Transfers between classes
-



At 31 March 2026

166,623



Depreciation


At 1 April 2025
18,809


Charge for the year on owned assets
9,409


Disposals
(1,459)



At 31 March 2026

26,759



Net book value



At 31 March 2026
139,864



At 31 March 2025
119,020

Page 36

 
GRAIN CONNECT LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

           12.Tangible fixed assets (continued)


Company






Network infrastructure, plant, and machinery
Motor vehicles
Fixtures and fittings
Office equipment
Total

£000
£000
£000
£000
£000

Cost or valuation


At 1 April 2025
20,285
2,782
166
428
23,661


Additions
3,694
2
3
95
3,794


Disposals
(433)
(222)
(4)
(210)
(869)


Transfers between classes
158
(158)
-
-
-



At 31 March 2026

23,704
2,404
165
313
26,586



Depreciation


At 1 April 2025
5,414
1,998
135
353
7,900


Charge for the year on owned assets
2,829
320
15
71
3,235


Disposals
(433)
(222)
(4)
(210)
(869)



At 31 March 2026

7,810
2,096
146
214
10,266



Net book value



At 31 March 2026
15,894
308
19
99
16,320



At 31 March 2025
14,871
783
31
75
15,760






Page 37

 
GRAIN CONNECT LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

13.


Fixed asset investments

Company





Investments in subsidiary companies

£000



Cost or valuation


At 1 April 2025
2,075



At 31 March 2026
2,075





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Grain Communications Limited
Clifford House, Cooper Way, Parkhouse, Carlisle, CA3 0JG
Ordinary
100%
Grain Online Management Limited
Clifford House, Cooper Way, Parkhouse, Carlisle, CA3 0JG
Ordinary
100%

The aggregate of the share capital and reserves as at 31 March 2026 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)
£000
£000

Grain Communications Limited
(11,258)
(5,882)

Grain Online Management Limited
(14)
-


14.


Stocks

Group
Group
Company
Company
2026
2025
2026
2025
£000
£000
£000
£000

Stock for use in construction of networks
1,310
1,171
1,310
1,172


Page 38

 
GRAIN CONNECT LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

15.


Debtors

Group
Group
Company
Company
2026
2025
2026
2025
£000
£000
£000
£000

Due after more than one year

Deferred tax asset
29,637
21,700
21,785
15,068

Due within one year

Trade debtors
603
450
603
450

Amounts owed by group
441
422
164,489
133,750

Other debtors
1,328
1,790
14
272

Prepayments and accrued income
9,746
3,184
9,709
3,167

41,755
27,546
196,600
152,707


Amounts due from group undertakings are unsecured, bear no interest and are repayable on demand.


16.


Cash and cash equivalents

Group
Group
Company
Company
2026
2025
2026
2025
£000
£000
£000
£000

Cash at bank and in hand
10,208
12,292
10,067
12,091



17.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2026
2025
2026
2025
£000
£000
£000
£000

Trade creditors
3,187
1,645
840
563

Amounts owed to group
118,346
106,029
149,295
128,218

Other taxation and social security
240
528
307
485

Other creditors
75
83
75
83

Accruals and deferred income
6,877
5,178
3,274
3,030

128,725
113,463
153,791
132,379


Amounts due to group undertakings are unsecured, bear no interest and are repayable on demand.

Page 39

 
GRAIN CONNECT LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

18.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2026
2025
2026
2025
£000
£000
£000
£000

Bank loans
68,233
40,026
68,233
40,026

Other creditors
3,234
2,720
-
-

Accruals and deferred income
19
38
19
37

71,486
42,784
68,252
40,063


Bank borrowings are secured by a charge over the Group's assets.




19.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2026
2025
2026
2025
£000
£000
£000
£000




Amounts falling due after more than 5 years

Bank loans
68,233
40,026
68,233
40,026

68,233
40,026
68,233
40,026

68,233
40,026
68,233
40,026


Bank loans represent a bank loan due to be repaid in 2030. The bank loan accrues interest based on the SONIA daily rate plus 8.5% per annum, it is accrued payment-in-kind each quarter and payable from September 2028. The loan balance also includes a commitment fee payable of 3.61% on undrawn funds,  it is accrued payment-in-kind each quarter and payable from September 2028.

Page 40

 
GRAIN CONNECT LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

20.


Deferred taxation


Group



2026
2025


£000

£000






At beginning of year
21,700
14,208


Charged to profit or loss
7,937
7,491



At end of year
29,637
21,699

Company


2026
2025


£000

£000






At beginning of year
15,068
8,939


Charged to profit or loss
6,717
6,129



At end of year
21,785
15,068

Group
Group
Company
Company
2026
2025
2026
2025
£000
£000
£000
£000

Accelerated capital allowances
(34,825)
(3,845)
(4,007)
(3,845)

Tax losses carried forward
64,447
25,544
25,777
18,912

Short term timing differences
15
1
15
1

29,637
21,700
21,785
15,068


21.


Share capital

2026
2025
£000
£000
Allotted, called up and fully paid



2,311,718 (2025 - 2,089,220) Ordinary shares of £0.0010 each
2
2

The company issued ordinary 222,498 share in the year with a nominal value of £0.001. The company
received consideration of £13,349,880 for these shares.


Page 41

 
GRAIN CONNECT LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

22.


Reserves

Share premium account

The share premium account represents the value of shares in excess of their par value.

Capital contribution reserve

This reserve represents the movement on the share options.

Profit and loss account

This reserve represents cumulative profits and losses.


23.


Share-based payments

Grain Connect Limited has a number of share-based payment schemes at 31 March 2026. Management have used the Black-Scholes model to value the share option expense for all of the schemes.

Equity-Settled share option plans
Under these plans, certain employees are granted options to acquire shares in the company. These options vest over various periods and are exercisable upon exit, subject to the employees continued service. At the beginning of the period, there were 205,803 share options brought forward. During the year 10,725 share options were granted and no shares were exercised during the year. At the balance sheet date there were 216,528 options with employees under the equity-settled share schemes with various expiration dates. The total expense recognised in the profit & loss in respect of these schemes in the year was £740,313. Input variables used to value the shares (weighted average):

Strike price  £9.25 - £18.77
Share price  £28.95 - £41.63
Vesting period 2.85 - 5 years
Volatility  26.81% - 29.23%
Risk free rate 0.285% - 4.646%
 

Page 42

 
GRAIN CONNECT LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026


24.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Group  to the fund and amounted to £663,490 (2025 - £602,989).  Contributions totalling £73,852 (2025 - £56,097) were payable to the fund at the reporting date and are included in creditors.


25.


Commitments under operating leases

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


Group
Group
Company
Company
2026
2025
2026
2025
£000
£000
£000
£000

Not later than 1 year
51
74
45
68

Later than 1 year and not later than 5 years
296
152
292
143

Later than 5 years
1,150
1,155
1,150
1,155

1,497
1,381
1,487
1,366


26.


Related party transactions

Transactions with key management personnel - Directors' remuneration:

Key management personnel of the Group are defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly. Key management of the Group are considered to be the Directors of Grain Connect Limited. Key management personnel remuneration includes the following:


2026
2025
£'000
£'000

Directors emoluments
745
691
Group contributions to defined contribution pension schemes
19
18

Total remuneration paid to the highest paid Director amounted to £498,788 (2025 - £461,121) including pension contributions of £Nil (2025 - £Nil).

Pension contributions were made in respect of 1 director (2025 - 1).

Page 43

 
GRAIN CONNECT LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026

27.


Controlling party

The parent company of the entity is Grain Connect Midco Limited. The parent of the largest group including these accounts in its consolidation is Grain Connect Topco Limited. There is no individual controlling party.

Throughout the period and the prior period, the company had no ultimate individual controlling party


Page 44