Consolidated Financial Statements
For the year ended 31 December 2025
Registered number: 08319733
Company Information
Contents
Group strategic report
For the year ended 31 December 2025
The directors present the Strategic Report together with the audited consolidated financial statements for the year ended 31 December 2025.
The objectives of this report are to provide shareholders and other users of these statements:
The objectives of this report are to provide shareholders and other users of these statements:
∙with the appropriate level of background context for these financial statements;
∙with an analysis of the entity's past performance; and
∙insight into the Group’s main objectives and strategies, and the principal risks it faces and how they might affect future prospects.
The Group provides solutions for its clients so as to improve their efficiency, visibility, customer service and financial performance.
This is achieved through the continual training and development of our people in technologies and careful consideration of client business needs, business processes and trends. This is continually reflected in positive client satisfaction surveys that are routinely carried out with our clients.
During the year ended 31 December 2025, the Group generated:
This is achieved through the continual training and development of our people in technologies and careful consideration of client business needs, business processes and trends. This is continually reflected in positive client satisfaction surveys that are routinely carried out with our clients.
During the year ended 31 December 2025, the Group generated:
∙Turnover of £57.1m (2024 - £69.9m);
∙Profit for the year, after taxation, amounted to £10.0m (2024 -£4.2m, as restated);
∙Net assets at year end £19.8m (2024 - £9.8m, as restated); and
∙Cash at year end of £1.6m (2024 - £2.4m)
The Group continues to offer highly skilled consultancy support to a variety of blue chip, gilt-edged and FTSE 250 clients. The Group has recruited new individuals, invested in client relationships throughout the year and is in a position to further expand in the UK market. The Group continues to work alongside existing clients, supporting them in their business needs with high quality advice. North Highland believes in treating its people and its clients in the right way and this is the essence of the "North Highland Way" and the NextGen approach to consulting. New opportunities are developed as relationships deepen both with existing clients and new clients when it is right for the client. North Highland remains committed to recruiting skilled individuals and investing in its existing staff.
The directors are confident that the Group will continue to operate profitably and there are no plans to significantly change the successful formula the Group has continued to operate with. Organic sales continue to be strong with both new and existing clients.
The directors are confident that the Group will continue to operate profitably and there are no plans to significantly change the successful formula the Group has continued to operate with. Organic sales continue to be strong with both new and existing clients.
Page 1
Group strategic report (continued)
For the year ended 31 December 2025
The principal risk is that some clients will be cautious in spending with an uncertain economy. The directors have set out to manage this risk by continuing to concentrate on blue-chip and gilt-edge clients.
Sales targets have been set and regular sales meetings are held to review the new sales being made and to plan revenue for the future months.
The main risks arising from the Group's financial statements are market, liquidity, credit and cash flow risk. The directors review and agree policies for managing each of these risks and they are summarised below:
Market risk
The Group is exposed to transaction foreign exchange risk. The mix of currencies and terms of trade is such that the directors believe that the Group's exposure is minimal and consequently they do not specifically seek to hedge that exposure.
Liquidity risk
The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The Group is financed by operating cash flows. In the event of a customer default or cash flow deficit, the Group has access to funding from The North Highland Holding Company, LLC, the parent company.
Credit risk
The Group maintains its cash in bank accounts. The group does not believe it is exposed to any significant credit risk as the Group maintains its cash with what management believes to be quality financial institutions.
Cash flow risk
The Group seeks to manage cash flow risk by driving revenue growth and responsibly managing its discretionary expenses.
Sales targets have been set and regular sales meetings are held to review the new sales being made and to plan revenue for the future months.
The main risks arising from the Group's financial statements are market, liquidity, credit and cash flow risk. The directors review and agree policies for managing each of these risks and they are summarised below:
Market risk
The Group is exposed to transaction foreign exchange risk. The mix of currencies and terms of trade is such that the directors believe that the Group's exposure is minimal and consequently they do not specifically seek to hedge that exposure.
Liquidity risk
The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. The Group is financed by operating cash flows. In the event of a customer default or cash flow deficit, the Group has access to funding from The North Highland Holding Company, LLC, the parent company.
Credit risk
The Group maintains its cash in bank accounts. The group does not believe it is exposed to any significant credit risk as the Group maintains its cash with what management believes to be quality financial institutions.
Cash flow risk
The Group seeks to manage cash flow risk by driving revenue growth and responsibly managing its discretionary expenses.
The directors measure the performance of the Group using a number of key performance indicators (KPIs). The most significant ones are revenue and profit after tax as disclosed above.
Other key performance indicators reviewed by the Group include gross margin 33.9% (2024 - 38.2%) and workforce utilisation. Gross margin is reviewed on a consolidated basis, as well as at the project level to determine the health of the Group's individual revenue streams.
Other key performance indicators reviewed by the Group include gross margin 33.9% (2024 - 38.2%) and workforce utilisation. Gross margin is reviewed on a consolidated basis, as well as at the project level to determine the health of the Group's individual revenue streams.
Page 2
Group strategic report (continued)
For the year ended 31 December 2025
The directors acknowledge their duty under Section 172 of the Companies Act 2006 and consider that they have, both individually and together, acted in the way that, in good faith, would be most likely to promote the success of the Group for the benefits of its members as a whole. In doing so, they have had regard (amongst other matters) to:
∙The likely consequences of any decision in the long-term
The Group long-term strategic objectives, including progress made during the year and principal risks to these objectives, are stated above.
The Group long-term strategic objectives, including progress made during the year and principal risks to these objectives, are stated above.
∙The interests of the Group's employees
The board considers the Group's employees to be primary stakeholders of the Group under s172. The board is eager to retain its employees and show its appreciation by offering internal learning and educational opportunities to advance their careers and also by offering participation in various incentive schemes. Employees are fundamental to the Group's success in the current environment as well as our long-term strategic objectives. The board also acknowledges that discrimination in any form is unacceptable and equality of opportunity has been a long-standing characteristic of the Group's employment practice and procedure. The code of conduct set outs how employees are able to anonymously raise any concerns.
The board considers the Group's employees to be primary stakeholders of the Group under s172. The board is eager to retain its employees and show its appreciation by offering internal learning and educational opportunities to advance their careers and also by offering participation in various incentive schemes. Employees are fundamental to the Group's success in the current environment as well as our long-term strategic objectives. The board also acknowledges that discrimination in any form is unacceptable and equality of opportunity has been a long-standing characteristic of the Group's employment practice and procedure. The code of conduct set outs how employees are able to anonymously raise any concerns.
∙The need to foster the Group's business relationships with suppliers, customers and others
The board partners with its customers and through a Group affiliate entity in order to build long-term relationships with its customers. It also leverages relationships with select vendors in order to supplement necessary consulting services to provide high quality and cost effective service for its customers.
The board partners with its customers and through a Group affiliate entity in order to build long-term relationships with its customers. It also leverages relationships with select vendors in order to supplement necessary consulting services to provide high quality and cost effective service for its customers.
∙The impact of the Group's operations on the community and the environment
The Group operates honestly and transparently. It seeks to minimize adverse impacts on the environment from its activities, while continuing to address health, safety and economic issues. The Group has complied with all applicable legislation and regulations.
The Group operates honestly and transparently. It seeks to minimize adverse impacts on the environment from its activities, while continuing to address health, safety and economic issues. The Group has complied with all applicable legislation and regulations.
∙The desirability of the Group maintaining a reputation for high standards of business conduct
The Group strives to behave in a responsible manner, operating to a high standard of business conduct and good corporate governance covered in the Group's Code of Conduct.
The Group strives to behave in a responsible manner, operating to a high standard of business conduct and good corporate governance covered in the Group's Code of Conduct.
∙The need to act fairly as between members of the Group
The Group's duty is to behave responsibly towards its shareholders and treat them fairly and equally, so that they will be able to benefit from the successful delivery of the group's strategic objectives.
The Group's duty is to behave responsibly towards its shareholders and treat them fairly and equally, so that they will be able to benefit from the successful delivery of the group's strategic objectives.
Directors must act in the way they consider, in good faith, would be most likely to promote the success of the Group for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to the:
∙likely consequences of any decision in the long-term;
∙interests of employees;
∙need to foster business relationships with suppliers, clients and others;
∙impact of operations on the community and the environment;
∙desirability of maintaining a reputation for high standards of business conduct; and
∙need to act fairly between members.
Page 3
Group strategic report (continued)
For the year ended 31 December 2025
In considering the above matters, the board meets regularly to discuss and assess:
∙the critical success factors that support the generation and preservation of value in the Group;
∙how the interests of different stakeholders affect the Group;
∙the culture of the Group, its development and its impact on future decision making;
∙the principal decisions taken by the board and any changes and application of those decisions to employees, stakeholders, members, the community and environment; and
∙the Group engages with its employees through staff cultural and feedback surveys. It also engages with its customers through regular discussion and understanding of their needs.
The board has always considered the long-term impact of its decisions and collectively aims to uphold the highest standards of governance.
This report was approved by the board and signed on its behalf.
Page 4
Directors' report
For the year ended 31 December 2025
The directors present their report and the financial statements for the year ended 31 December 2025 .
The principal activity of the Group is the provision of management and technology consulting services serving local markets primarily in the United Kingdom. The Group delivers a broad range of innovative services designed to help its clients improve their productivity, service quality, cost control, and competitiveness.
The profit for the year, after taxation, amounted to £9,981,065 (2024 - £4,178,938, as restated).
The directors did not pay a dividend during the year ended 31 December 2025 (2024 - £NIL).
The directors who served during the year were:
The Group maintained throughout the year, and at the date of approval of the financial statements, liability insurance for its directors and officers. This is a qualifying provision for the purposes of the Companies Act 2006.
The Group will seek to minimise adverse impacts on the environment from its activities, while continuing to address health, safety and economic issues. The Group has complied with all applicable legislation and regulations.
Overview
To create the change needed to counter the rapid warming and degradation of the environment, the Group must consider the effects of its activities and those of its employees. Its activities have a significant impact on the environment, mainly through the use of electricity and transportation, so being intentional and taking action is crucial. The Group is in the process of setting environmental targets globally for the Group.
Tackling climate change
As the Group is a consulting practice, its primary energy uses relate to electricity in the office space and emissions from transportation. The Group promotes virtual working in a hybrid environment that allows it to remain efficient in its operations while reducing full time travel to clients and allowing employees to work from home.
Page 5
Director's report (continued)
For the year ended 31 December 2025
Energy consumption per total £m sales revenue during the year was 0.63 (2024 - 0.52).
The auditor, Grant Thornton, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
Page 6
Directors' responsibilities statement
For the year ended 31 December 2025
For and on behalf of the board:
Matthew Joel Miller
Director
Date: 20 August 2026
Page 7
Independent auditor's report to the members of North Highland UK (Holdings) Limited
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 the date 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 8
Independent auditor's report to the members of North Highland UK (Holdings) Limited (continued)
Other information comprises the information included in the Annual Report, other than the financial statements and our Auditor's report thereon, including the Directors' report and the Strategic Report. The directors are responsible for the other information. Our opinion on the financial statements does not cover the information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies in the financial statements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' report and the Strategic Report for the financial year for which the financial statements are prepared is consistent with the financial statements, and
∙the Directors' report and the Strategic Report have been prepared in accordance with applicable legal requirements.
Page 9
Independent auditor's report to the members of North Highland UK (Holdings) Limited (continued)
Page 10
Independent auditor's report to the members of North Highland UK (Holdings) Limited (continued)
Page 11
Independent auditor's report to the members of North Highland UK (Holdings) Limited (continued)
This report is made solely to the Company’s members, as a body, in accordance with chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
& Statutory Auditors
Date:
Page 12
Consolidated statement of comprehensive income
For the year ended 31 December 2025
Page 13
Consolidated statement of financial position
As at 31 December 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 20 to 42 form part of these financial statements.
Page 14
Company statement of financial position
As at 31 December 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 20 to 42 form part of these financial statements.
Page 15
Consolidated statement of changes in equity
For the year ended 31 December 2025
Consolidated statement of changes in equity
For the year ended 31 December 2024
Page 16
Company statement of changes in equity
For the year ended 31 December 2025
Company statement of changes in equity
For the year ended 31 December 2024
Page 17
Consolidated statement of cash flows
For the year ended 31 December 2025
Page 18
Consolidated analysis of net debt
For the year ended 31 December 2025
Page 19
Notes to the financial statements
For the year ended 31 December 2025
North Highland UK (Holdings) Limited is a private company limited by shares and incorporated in England and Wales under the Companies Act 2006. The address of the registered office is given on the Company information page and the nature of the Company’s operations and its principal activity are set out in the Directors’ report.
2.Accounting policies
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:
In preparing the separate financial statements of the parent Company, advantage has been taken on the following disclosure exemptions available in FRS 102:
∙No cash flow statement or net debt reconciliation has been presented for the parent Company;
∙Disclosures in respect of the parent Company's income, expense, net gains and net losses on financial instruments measured at amortised cost have not been presented as equivalent disclosures have been provided in respect of the Group as a whole;
∙Disclosures in respect of the parent Company's share-based payment arrangements have not been presented as equivalent disclosures have been provided in respect of the group as a whole; and
∙No disclosure has been given for the aggregate remuneration of the key management personnel of the parent Company as their remuneration is included in the totals for the Group as a whole.
Page 20
Notes to the financial statements
For the year ended 31 December 2025
2.Accounting policies (continued)
As part of their going concern assessment, the directors have prepared forecasts to assess the working capital requirements to continue in operational existence for a minimum period of 12 months from the date of the approval of these financial statements. The directors have considered potential downside scenarios and their impact on the forecasts. They have determined that the Group has adequate working capital access to absorb the foreseeable impact of a potential softening of the economy and is working to mitigate the business risks as the situation continues to evolve.
The current economic environment has also shown a downturn through increased inflation and interest rates. The group has seen an impact due to these economic circumstances but has been in a good position to mitigate through a combination of customer price increases and enhanced diligence when monitoring and reducing spend when needed.
The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual consolidated financial statements.
Page 21
Notes to the financial statements
For the year ended 31 December 2025
2.Accounting policies (continued)
Interest income is recognised in profit or loss using the effective interest method.
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.
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 22
Notes to the financial statements
For the year ended 31 December 2025
2.Accounting policies (continued)
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:
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 23
Notes to the financial statements
For the year ended 31 December 2025
2.Accounting policies (continued)
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for
measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference
between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the reporting date.
Financial assets and liabilities are offset and the net amount reported in the Consolidated Statement of Financial Position when there is an 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.
Page 24
Notes to the financial statements
For the year ended 31 December 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
Page 25
Notes to the financial statements
For the year ended 31 December 2025
2.Accounting policies (continued)
Management reviews the estimates and assumptions on a continuous basis, by reference to past experiences and other factors that can reasonably be used to assess the book values of assets and liabilities. Adjustments to accounting estimates are recognized in the period in which the estimate is revised if the change affects only that period or in the period of the revision and subsequent periods, if both periods are affected.
Actual results may differ from those estimates.
Judgements and estimates that have the most significant impact on the amounts reported in these financial statements and have a risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.
Page 26
Notes to the financial statements
For the year ended 31 December 2025
All of the Group's turnover was earned from the Group's principal activity in both the current and prior year.
Analysis of turnover by country of destination:
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Notes to the financial statements
For the year ended 31 December 2025
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Notes to the financial statements
For the year ended 31 December 2025
Page 29
Notes to the financial statements
For the year ended 31 December 2025
10.Taxation (continued)
There were no factors that may affect future tax charges.
Page 30
Notes to the financial statements
For the year ended 31 December 2025
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Page 31
Notes to the financial statements
For the year ended 31 December 2025
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Page 32
Notes to the financial statements
For the year ended 31 December 2025
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Page 33
Notes to the financial statements
For the year ended 31 December 2025
Page 34
Notes to the financial statements
For the year ended 31 December 2025
16.Creditors: Amounts falling due within one year (continued)
As at 31 December 2025, the Group owed £1,562,014 (2024 - £1,562,014) to its group participants. These balances are unsecured, non-interest bearing, and are repayable once the Group has sufficient cashflow to settle the obligation. As the Group has no capacity to settle these balances within twelve months from the reporting date, the amounts have been classified as non-current liabilities.
Page 35
Notes to the financial statements
For the year ended 31 December 2025
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Page 36
Notes to the financial statements
For the year ended 31 December 2025
The Group and Company's capital and reserves are as follows:
Called-up share capital
Profit and loss account
Synthetic shares (issued December 2012 and December 2013)
Synthetic shares are valued at the same share price of The North Highland Holding Company, LLC, a parent undertaking of the largest group of which North Highland UK (Holdings) Limited is a member. The share price of The North Highland Holding Company, LLC is valued by a third party and is independently audited. Share valuations are undertaken annually based on the most recent accounts. Vested awards can be exercised during the annual trade window and will be cash-settled.
Transition synthetic shares (Transition 2012)
58,263 synthetic shares were awarded in December 2012 when the old share scheme was closed. The transition awards vest evenly over five years with the first 20% vesting on 31 December 2013.
Awards (issued December of 2012, 2013, 2014, 2015, 2016, 2017, 2018, 2019, 2020 and 2021)
Employees are rewarded each year with awards based on grade and performance over the previous twelve months. The number of awards available for issue is based on a fraction of the annual salary cost. Awards are valued at the year end share price of The North Highland Holding Company, LLC, and the value was £12.96 as at 31 December 2021. The plan was ended as of 31 December 2021 with the share price frozen as of that date. The last shares issued in 2022 related to the 2021 plan year. Awards automatically vest on issue depending on length of service. At the financial year end following the first 18 months of service, awards vest at 20% and vest an additional 20% on each year end anniversary until they are 100% vested. Vesting was accelerated to 100% for all employees still employed after 31 December 2021 (the termination of the plan). The Company is actively working to pay out the plan in full. No awards were issued in the year ended 31 December 2025 (2024 - NIL).
Page 37
Notes to the financial statements
For the year ended 31 December 2025
Page 38
Notes to the financial statements
For the year ended 31 December 2025
Page 39
Notes to the financial statements
For the year ended 31 December 2025
Consolidated statement of comprehensive income
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Consolidated statement of financial position
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Page 40
Notes to the financial statements
For the year ended 31 December 2025
Page 41
Notes to the financial statements
For the year ended 31 December 2025
Page 42