No Value Reported No Value Reported No Value Reported No Value Reported No Value Reported No Value Reported No Value Reported iso4217:GBP xbrli:pure xbrli:shares iso4217:GBP xbrli:shares SC840999 bus:Consolidated 2025-02-01 2026-01-31 SC840999 2025-02-01 2026-01-31 SC840999 bus:Consolidated 2026-01-31 SC840999 bus:Consolidated 2024-02-01 2025-01-31 SC840999 bus:Consolidated 5 2025-02-01 2026-01-31 SC840999 bus:Consolidated 5 2024-02-01 2025-01-31 SC840999 bus:Consolidated 2025-01-31 SC840999 bus:Consolidated bus:Director1 2025-02-01 2026-01-31 SC840999 bus:Consolidated bus:Director3 2025-02-01 2026-01-31 SC840999 bus:Consolidated bus:Director2 2025-02-01 2026-01-31 SC840999 bus:MediumEntities 2025-02-01 2026-01-31 SC840999 bus:Audited 2025-02-01 2026-01-31 SC840999 bus:FullAccounts 2025-02-01 2026-01-31 SC840999 bus:Medium-sizedCompaniesRegimeForDirectorsReport 2025-02-01 2026-01-31 SC840999 bus:Director1 2025-02-01 2026-01-31 SC840999 2025-02-01 2026-01-31 SC840999 bus:PrivateLimitedCompanyLtd 2025-02-01 2026-01-31
Highland Broadband Networks Holdco Limited
Registration Number SC840999 (Scotland)
Financial Statements
for the year ended 31 January 2026
Highland Broadband Networks Holdco Limited
Consolidated and Company Financial Statements for the year ended 31 January 2026
Contents
 
Page
Company Information
2
Strategic Report
3 - 4
Directors' Report
5 - 6
Independent Auditor's Report
7 - 9
Consolidated Statement of Comprehensive Income
10
Consolidated and Company Statement of Financial Position
11
Statement of Changes in Equity - Group
12
Statement of Changes in Equity - Company
13
Statement of Cash Flows
14
Notes to the Financial Statements
15 - 30
Highland Broadband Networks Holdco Limited
Consolidated and Company Financial Statements for the year ended 31 January 2026
Company Information
 
Registration Number
SC840999
Directors
Scott Coates (Appointed 12 March 2025)
Kevin Hague (Appointed 12 March 2025)
John Gavin Rodgers (Appointed 12 March 2025)
Registered Office
Suite 2
Ground Floor Orchard Brae House
30 Queensferry Road
Edinburgh
EH4 2HS
Company Secretary
MBM Secretarial Services Limited
Auditor
CT Audit Limited
Chartered Accountant and Statutory Auditor
61 Dublin Street
Edinburgh
EH3 6NL
Highland Broadband Networks Holdco Limited
Consolidated and Company Financial Statements for the year ended 31 January 2026
Strategic Report
 
The directors present their strategic report for the year ended 31 January 2026.
1.
1. Business review
Highland Broadband Networks Holdco Limited (the 'Company') is the ultimate parent company of Highland Broadband Networks Midco Limited, Highland Broadband Networks Limited, and Highland Wireless & IT Solutions (together, the 'Group'). As the parent company of the Group, the Company's performance is derived from the activities of its subsidiary undertakings.
The Group is focussed on closing the digital divide, ensuring communities across rural Scotland have access to future-proofed digital infrastructure, with networks currently across the Lothians, Fife, Stirlingshire and the Highlands.
The Group has enjoyed another successful year, having completed a funding round and demonstrated continued growth across all Key Performance Indicators (KPI), reflecting material progress on its path to profitability.
In July 2025, the Group executed a £40 million secured debt facility with Alpha Real Capital to support further network expansion. As part of this process, Lothian Broadband Networks Limited was re-named as Highland Broadband Networks Limited, with Highland Broadband Networks Holdco Limited and Highland Broadband Networks Midco Limited added as intermediate and ultimate parent companies. The Group's existing loan notes were consolidated, including partial conversion to equity, repayment, and issuance of new interest-bearing loan notes (see Note 18). These new loan notes were transferred to the Company via Highland Broadband Networks Midco Limited. This corporate reorganisation had no impact on business activities and the comparative figures included within this annual report are those that were previously filed for Lothian Broadband Networks Limited.
Sustained commercial performance has resulted in turnover of £3,524k (81% growth YoY) and gross profit of £2,206k (127% growth YoY). EBITDA was flat year-on-year due to an increase in sales and general administrative expenses. This investment across customer acquisition and business operations enables the Group's next phase of growth, which will deliver a material improvement in EBITDA in the year ahead.
The Group's network build continued at pace, including expansion into new areas of the Highlands. The Group has invested £25,561k in fibre network assets in the year. The Group's gross and net build costs are performing in line with its business plan.
The key financial indicators for the year are set out below:
 
 
Financial KPI for the year ended
31 January 2026
31 January 2025
 
Turnover
£3,524k
£1,950k
 
Gross profit
£2,206k
£970k
 
Gross margin
63%
50%
 
EBITDA (excluding exceptional items)
£(5,020)k
£(5,036)k
 
2.
2. Principal risks and uncertainties
The principal risks and uncertainties facing the Group and Company are set out below:
 
 
Principal Risk
Description
Mitigation
 
Capital availability
Network expansion is capital-intensive and requires continued access to external
• Diversifed funding strategy combining private and public capital
 
A
capital. Any inability to access existing funding or secure future funding could
• Staged build programme aligned to committed capital
 
A
curtail the build programme.
• Robust purchase process and reporting of project financials
Highland Broadband Networks Holdco Limited
Consolidated and Company Financial Statements for the year ended 31 January 2026
Strategic Report
 
 
Construction & supply chain
Contractor availability or material shortages could extend timelines and increase costs.
• Framework agreements with key contractors and supply chain partners, supported by regular and proactive engagement
 
 
 
• Diversification and contingency arrangements
 
 
 
• Staged build programme reflecting available resource and stock
 
Customer demand
The pace or level of customer penetration, coupled with the average revenue per user
• Focus on communities where full fibre networks are not present
 
 
achieved, is materially below targeted levels and has an adverse impact of profitability and cash flow.
• Differentiated customer service and brand, with Highland Broadband rated 4.7 on Trustpilot
 
 
 
• Network areas typically have a high gross build cost offset by available subsidy, reducing the risk of competitive overbuild
 
Regulatory & policy
Changes to Ofcom's framework or Government subsidy programmes could
• Active monitoring of regulatory developments
 
A
affect the Company's commercial or funding position.
• Regular engagement with key stakeholders
 
Health & safety
The Company's field-based operations expose employees and contractors to
• Dedicated SHEQ function with regular site audits and incident reporting
 
 
physical safety risks which may result in an incident.
• Mandatory inductions and training for all field staff and contractors
 
 
 
• Board-level reporting and oversight
 
 
 
• Health and safety policies aligned to relevant legislation and industry standards
 
 
 
 
 
 
 
 
3.
3. Future developments
The Group's facility agreement with Alpha Real Capital and the continued support of its existing investors, including the Scottish National Investment Bank, mean that the Group is funded and well placed to continue to deliver against its business plan.
The Group plans to continue its network rollout across underserved communities in rural Scotland and is actively engaged in identifying further opportunities to enhance its network footprint.
The Group also expects to continue its commercialisation, with penetration and revenue growth driving improved profitability.
This report was approved by the board of directors on 8 July 2026 and signed on its behalf by:
_______________________
8 July 2026
John Gavin Rodgers
Director
Highland Broadband Networks Holdco Limited
Consolidated and Company Financial Statements for the year ended 31 January 2026
Directors' Report
 
The directors present their report and the audited financial statements for the year ended 31 January 2026.
1.
Principal activities
The principal activity of the Company is that of a holding company within the Group. The Group's principal activity is the build and operation of full fibre broadband networks in rural Scotland.
2.
Results and dividends
The results for the year are set out on page 10.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
3.
Directors
The directors who served during the year were as follows:
Scott Coates (Appointed 12 March 2025)
Kevin Hague (Appointed 12 March 2025)
John Gavin Rodgers (Appointed 12 March 2025)
4.
Going concern
The directors have considered the Company's financial position, committed facilities and cash flow projections for at least 12 months from the date of approval of these financial statements. Having reviewed detailed projections, the directors have a reasonable expectation that the Company will have adequate resources to continue in operational existence for the foreseeable future. The financial statements have accordingly been prepared on a going-concern basis.
4.
Statement of directors' responsibilities
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (FRS 102).
Company law requires the directors to prepare financial statements which give a true and fair view of the state of the Group's affairs at the year end and of its profit or loss for the year. In preparing those financial statements the directors are required to:
•
select suitable accounting policies and then apply them consistently;
•
state whether applicable UK Accounting Standards, comprising FRS 102, have been followed, subject to any material departures disclosed and explained in the financial statements;
•
make judgements and estimates that are reasonable and prudent; and
•
prepare the financial statements on a going-concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company, and for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Highland Broadband Networks Holdco Limited
Consolidated and Company Financial Statements for the year ended 31 January 2026
Directors' Report
 
Auditor
In the case of each director in office at the date the Directors' Report is approved:
•
so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and
•
they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
This report was approved by the directors of the company on 8 July 2026 and signed by:
_______________________
8 July 2026
John Gavin Rodgers
Director
Highland Broadband Networks Holdco Limited
Consolidated and Company Financial Statements for the year ended 31 January 2026
Independent Auditor's Report to the Shareholders of Highland Broadband Networks Holdco Limited
Opinion
We have audited the financial statements of Highland Broadband Networks Holdco Limited (the 'parent company') and its subsidiaries (the 'group') which comprise the consolidated and company statement of financial position as at 31 January 2026, and the consolidated statement of comprehensive income, the consolidated and company statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS102 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 January 2026 and of group's loss for the year then ended;
•
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
•
have been properly prepared in accordance with the requirements of the Companies Act 2006.
0.1
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 Auditor's 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 UK, including the FRC'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.
0.2
Conclusions relating to going concern
In auditing the financial statements, we have concluded that 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 entity'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.
0.3
Other information
The other information comprises the Annual Report, other than the financial statements and our auditor's report thereon. Our 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. 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 or apparent misstatements, 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.
0.4
Highland Broadband Networks Holdco Limited
Consolidated and Company Financial Statements for the year ended 31 January 2026
Independent Auditor's Report to the Shareholders of Highland Broadband Networks Holdco Limited
 
0.5
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 strategic report and directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
•
the strategic and the directors' report has been prepared in accordance with applicable legal requirements.
0.6
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in 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.
0.7
Responsibilities of directors
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 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 to cease operations, or have no realistic alternative but to do so.
0.8
Auditor's 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 auditor's 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 financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and 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:
•
We gained an understanding of the legal and regulatory framework applicable to the entity and the industry in which it operates and considered the risk of acts by the entity which were contrary to applicable laws and regulations, including fraud. This included gaining an understanding of the control environment for monitoring compliance with laws and regulations.
•
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion.
0.8.1
Highland Broadband Networks Holdco Limited
Consolidated and Company Financial Statements for the year ended 31 January 2026
Independent Auditor's Report to the Shareholders of Highland Broadband Networks Holdco Limited
 
We focussed on laws and regulations that could give rise to a material misstatement in the financial statements. Our tests included, but were not limited to:
•
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
•
Reviewing minutes of meetings of those charged with governance;
•
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
•
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
•
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias;
•
Performing analytical procedures to identify any unexpected movements which may indicate irregularities and substantiated the explanations given for these movements;
•
Reviewing the accounting policies and the application of these policies to ensure compliance with the standard and consistency of application; and
•
Specific consideration was given to transactions with related parties.
There are inherent limitations in an audit of financial statements and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would be to become aware of it. We also addressed the risk of management override of internal controls, including reviewing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.
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 auditor's report.
0.9
Use of this report
This report is made solely to the company's shareholders, 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 shareholders 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 shareholders as a body, for our audit work, for this report, or for the opinions we have formed.
.
.
.
_______________________
.
Barry Truswell CA (Senior Statutory Auditor)
.
For and on behalf of CT Audit Limited
Statutory Auditor
.
61 Dublin Street
.
Edinburgh
.
EH3 6NL
.
Date: 8 July 2026
Highland Broadband Networks Holdco Limited
Financial Statements for the year ended 31 January 2026
Consolidated Statement of Comprehensive Income
Notes
Group 2026 £
Group 2025 £
 
 
 
 
 
 
 
 
 
Turnover
2
3,523,825
1,950,475
Cost of sales
1,317,387
980,845
Gross profit
2,206,438
969,630
Other operating income
3
1,130,709
496,474
Administrative expenses
(11,773,762)
(8,560,502)
Operating loss
4
8,436,615
7,094,398
Interest receivable and similar income
8
372,882
427,193
Interest payable and similar expenses
9
8,527,103
4,648,171
Exceptional items
10
4,497,475
283,273
Loss before taxation
21,088,311
11,598,649
Tax on loss
11
Loss for the year
(21,088,311)
11,598,649
 
 
All the activities of the group are from continuing operations.
The notes on pages 15 to 30 form part of these financial statements.
Highland Broadband Networks Holdco Limited
Financial Statements for the year ended 31 January 2026
Consolidated and Company Statement of Financial Position
Notes
Group 2026 £
Group 2025 £
Company 2026 £
 
 
 
 
 
 
 
 
 
 
 
 
Non-current assets
Intangible assets
12
155,741
77,322
-
Tangible assets
13
71,798,008
50,745,633
-
Investments
14
26,109,344
Debtors: amounts falling due after more than one year
16
-
-
57,747,428
71,953,749
50,822,955
83,856,772
Current assets
Debtors: amounts falling due within one year
15
2,630,619
2,156,517
-
Cash at bank and in hand
12,607,796
18,406,359
-
15,238,415
20,562,876
-
Current liabilities
Creditors: amounts falling due within one year
17
(6,775,669)
(5,896,548)
(8,220)
Net current assets
8,462,746
14,666,328
(8,220)
 
 
 
Total assets less current liabilities
80,416,495
65,489,283
83,848,552
Non-current liabilities
Creditors: amounts falling due after more than one year
18
(99,537,901)
(85,076,154)
(57,748,118)
Net liabilities
19,121,406
19,586,871
26,100,434
 
 
 
Capital and reserves
Called up share capital
22
5,380
2,792
5,380
Share premium account
23
26,059,491
4,510,890
26,059,491
Share based payment reserve
23
44,473
-
44,473
Profit and loss account
23
(45,230,750)
(24,100,553)
(8,910)
Shareholders' deficit
(19,121,406)
(19,586,871)
26,100,434
 
 
 
The loss for the period of the parent company was £8,910.
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.
The financial statements were approved by the board of directors and authorised for issue on 8 July 2026 and signed on its behalf by:
_______________________
_______________________
John Gavin Rodgers
Kevin Hague
Director
The notes on pages 15 to 30 form part of these financial statements.
Company registration number: SC840999
Highland Broadband Networks Holdco Limited
Financial Statements for the year ended 31 January 2026
Statement of Changes in Equity - Group
Called up share capital £
Share premium £
Share based payment reserve £
Profit and loss account £
Total £
 
 
 
 
 
 
Balance at 1 February 2024
2,672
4,505,069
-
(12,505,954)
(7,998,213)
Changes in equity
Loss for the year
-
-
-
(11,598,649)
(11,598,649)
Issue of equity
120
5,821
-
-
5,941
Share based payments
-
-
-
4,050
4,050
Balance at 31 January 2025
2,792
4,510,890
-
(24,100,553)
(19,586,871)
Balance at 1 February 2025
2,792
4,510,890
-
(24,100,553)
(19,586,871)
Changes in equity
Loss for the year
-
-
-
(21,088,311)
(21,088,311)
Issue of equity on conversion of loan notes
2,587
21,548,601
-
-
21,551,188
Issue of share on incorporation
1
-
-
-
1
Impact of reorganisation
-
-
41,886
(41,886)
-
Increase in provision for share based payments
-
-
2,587
-
2,587
Balance at 31 January 2026
5,380
26,059,491
44,473
(45,230,750)
(19,121,406)
1
Highland Broadband Networks Holdco Limited
Financial Statements for the year ended 31 January 2026
Statement of Changes in Equity - Company
Called up share capital £
Share premium £
Share based payment reserve £
Profit and loss account £
Total £
 
 
 
 
 
 
Changes in equity
Loss for the year
-
-
-
(8,910)
(8,910)
Impact of reorganisation
5,380
26,059,491
41,886
-
26,106,757
Increase in provision for share based payments
-
-
2,587
-
2,587
Balance at 31 January 2026
5,380
26,059,491
44,473
(8,910)
26,100,434
1
-
Highland Broadband Networks Holdco Limited
Financial Statements for the year ended 31 January 2026
Statement of Cash Flows
Notes
Group 2026 £
Group 2025 £
 
 
 
 
 
 
 
Net cash flows used in operations
24
(4,967,024)
(4,087,699)
Cash flows used in investing activities
Acquisition of tangible fixed assets - Fibre network build and under construction
20,693,499
22,796,871
Acquisition of tangible fixed assets - Other
4,700,819
3,069,745
Acquisition of intangible fixed assets
89,002
75,427
Capital grants received
12,593,003
10,578,409
Proceeds from sales of tangible fixed assets
14,488
10,427
Cash flows used in investing activities
12,875,829
15,353,207
 
 
Cash flows from financing activities
Proceeds from issuing new shares
5,940
Proceeds from new borrowings
15,800,000
28,944,445
Transaction costs incurred regarding new borrowings
2,006,113
298,552
Repayment of convertible loan notes
1,774,186
Bank loan repaid
39,593
Loan interest paid
361,813
225,665
Bank interest received
386,402
415,634
Cash flows from financing activities
12,044,290
28,802,209
 
 
Net (decrease) / increase in cash and cash equivalents
(5,798,563)
9,361,303
Cash and cash equivalents at beginning of the year
18,406,359
9,045,056
Cash and cash equivalents at end of the year
12,607,796
18,406,359
Highland Broadband Networks Holdco Limited
Financial Statements for the year ended 31 January 2026
Notes to the Financial Statements
 
 
 
 
 
 
 
 
 
 
 
1. Summary of significant accounting policies
 
General information and basis of preparation
Highland Broadband Networks Holdco Limited is a private company limited by shares, incorporated in Scotland. The address of the registered office and registration number is given in the company information on page 2 of these financial statements.
The financial statements have been prepared in accordance with applicable United Kingdom accounting standards including Financial Reporting Standard 102 - The Financial Reporting Standard Applicable in the UK and Republic of Ireland (FRS 102), and the Companies Act 2006.
The Company was incorporated on 12 March 2025 and these are the first financial statements prepared for the period ended 31 January 2026 in accordance with FRS 102; accordingly, no comparatives are presented.
The financial statements have been prepared under the historical cost convention, modified to include the revaluation of certain financial assets and liabilities and investments measured at fair value. The Group has undergone a reconstruction during the period which has been accounted for using merger accounting, such that the consolidated financial statements are presented as if the Group had always been in existence, with no goodwill recognised, further details are provided in note 26.
The financial statements are prepared in sterling (£) which is the functional currency of the company and rounded to the nearest £.
The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.
Going concern
The financial statements have been prepared on a going concern basis. The directors have assessed the Company's ability to continue as a going concern and have reasonable expectation that the Company's resources and the support of its parent company are sufficient for it to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
 
Consolidation
These financial statements consolidate the financial statements of Highland Broadband Networks Holdco Limited and all of its subsidiary undertakings.
The consolidated financial statements have been prepared on a merger accounting basis, under which the results and position of the combining entities are presented as if the group had always been in existence and no goodwill is recognised.
 
Judgements and key sources of estimation uncertainty
In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Highland Broadband Networks Holdco Limited
Financial Statements for the year ended 31 January 2026
Notes to the Financial Statements
 
 
 
 
 
 
 
 
 
 
Depreciation, useful lives and residual values of fixed assets
The directors estimate the useful lives and residual values of property, plant & equipment in order to calculate the depreciation charges. Changes in these estimates could result in changes being required to the annual depreciation charges in the statement of comprehensive income and the carrying values of fixed assets in the statement of financial position. Fibre network assets in our networks represent underground fibre, cabling and contracted civil engineering works. The annual depreciation is sensitive to the estimated service lives allocated to each type of asset. Asset lives are assessed annually and change when necessary to reflect management's current estimates of remaining useful lives in light of technological change and condition of assets.
Impairment of assets
Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
 
Revenue recognition
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account credits and incentives.
Capital grants received for the construction of fibre broadband networks are recognised in line with the treatment of government grants as set out in section 24 of FRS 102. Amounts received are included in deferred income and income is released over the expected useful life of the asset to which it relates.
 
Tax
Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.
Current or deferred taxation assets and liabilities are not discounted.
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
 
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
 
Operating leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight-line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases assets are consumed.
 
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Highland Broadband Networks Holdco Limited
Financial Statements for the year ended 31 January 2026
Notes to the Financial Statements
 
 
 
 
 
 
 
 
 
 
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Intangible assets are each amortised on a systematic basis over the expected useful life as follows:
Website
5 years straight line
Domain
2 years straight line
Software Development
10 years straight line
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
 
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is provided on all tangible fixed assets, at rates calculated to write off the cost, less estimated residual value, of each asset on a systematic basis over its expected useful life as follows:
Construction in progress
Not depreciated
Plant and machinery
4 years straight line
Fibre network assets
25 years straight line
Core technology
10 years straight line
Customer premises equipment
3 years straight line
Motor vehicles
4 years straight line
Office equipment
4 years straight line
FWA network assets
7 years straight line
 
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the parent company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
 
Impairment of fixed assets
At each reporting period end date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
Highland Broadband Networks Holdco Limited
Financial Statements for the year ended 31 January 2026
Notes to the Financial Statements
 
 
 
 
 
 
 
 
 
 
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increase to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
 
Financial instruments
The Group has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Group's balance sheet 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 debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of 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 deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less, if not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Highland Broadband Networks Holdco Limited
Financial Statements for the year ended 31 January 2026
Notes to the Financial Statements
 
 
 
 
 
 
 
 
 
 
Exceptional items
Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the Group. They are items that the directors have deemed are material either because of their size or their nature and are considered non-recurring. These items are presented within the line items to which they best relate and reported separately as exceptional items.
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided.
 
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
Termination benefits are recognised immediately as an expense when the Group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
 
Share-based payment
Equity-settled share-based payment transactions are measured at fair value at the date of grant. The fair value is expensed on a straight-line basis over the vesting period, with a corresponding increase in equity. This is based upon the Group's estimate of the shares or share options that will eventually vest which takes into account all vesting conditions and non-market performance conditions, with adjustments being made where new information indicates the number of shares or share options expected to vest differs from previous estimates.
Fair value is determined using an appropriate pricing model. All market conditions and non-vesting conditions are taken into account when estimating the fair value of the shares or share options. As long as all other vesting conditions are satisfied, no adjustment is made irrespective of whether market or non-vesting conditions are met.
Where the terms of an equity-settled transaction are modified, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the fair value of the transaction, as measured at the date of modification.
Where an equity-settled transaction is cancelled or settled, it is treated as if it had vested on the date of cancellation or settlement, and any expense not yet recognised in profit or loss is expensed immediately.
 
2. Turnover
 
The analysis of turnover by activity is as follows:
 
 
 
 
Group 2026 £
Group 2025 £
Subscription income
3,523,825
1,950,475
 
 
 
3. Other operating income
 
Other operating income comprises:
 
 
 
 
Group 2026 £
Group 2025 £
Amortisation of capital grants
930,200
406,900
Compensation received
186,742
88,221
Profit on sale of tangible fixed assets
13,767
1,353
Total other income
1,130,709
496,474
 
 
Highland Broadband Networks Holdco Limited
Financial Statements for the year ended 31 January 2026
Notes to the Financial Statements
 
 
 
 
 
 
 
 
 
 
 
4. Operating loss
 
 
 
 
 
Operating loss is stated after charging / (crediting):
 
 
 
 
Group 2026 £
Group 2025 £
Auditor's remuneration (Note 5)
66,384
31,365
Depreciation of tangible fixed assets
4,523,915
2,551,738
Loss on sale of tangible fixed assets
-
7,143
Profit on sale of tangible fixed assets
(13,767)
(1,353)
Amortisation of intangible fixed assets
10,583
3,438
Lease expenses
264,715
213,975
 
5. Auditor's remuneration and expenses
 
 
 
 
Group 2026 £
Group 2025 £
Fees payable to the Group's auditor for the audit of the financial statements
25,670
15,590
 
 
Fees payable to the Group's auditor for other services
40,714
15,775
Total
66,384
31,365
 
 
 
6. Directors' remuneration
 
 
 
 
Group 2026 £
Group 2025 £
Emoluments in respect of qualifying services
330,645
356,000
Contributions to retirement benefit schemes
10,635
13,729
341,280
369,729
 
 
 
7. Employees
 
 
 
 
 
The average monthly number of employees, including directors, during the year was as follows:
 
 
 
 
Group 2026
Group 2025
Commercial
32
25
Executive
4
4
Engineering
52
40
Finance & Business Operations
13
12
101
81
Highland Broadband Networks Holdco Limited
Financial Statements for the year ended 31 January 2026
Notes to the Financial Statements
 
 
 
 
 
 
 
 
 
 
 
The aggregate remuneration of such employees was as follows:
 
 
 
 
Group 2026 £
Group 2025 £
Wages and salaries
5,334,749
4,519,731
Social security costs
655,104
425,399
Other retirement benefit costs
186,118
135,820
6,175,971
5,080,950
 
 
 
8. Interest receivable and similar income
 
 
 
 
 
Interest receivable and similar income
 
 
 
 
Group 2026 £
Group 2025 £
Interest receivable
372,882
427,193
 
 
 
9. Interest payable and similar expenses
 
 
 
 
 
Interest payable and similar expenses included in profit or loss:
 
 
 
 
Group 2026 £
Group 2025 £
Interest payable
8,527,103
4,648,171
 
 
 
10. Exceptional items
 
Exceptional items comprise:
 
 
 
 
Group 2026 £
Group 2025 £
Discount on conversion of convertible loan notes (see note 18)
4,222,475
-
Non-recurring project tender costs
275,000
283,273
4,497,475
283,273
 
 
Highland Broadband Networks Holdco Limited
Financial Statements for the year ended 31 January 2026
Notes to the Financial Statements
 
 
 
 
 
 
 
 
 
 
 
11. Tax
 
 
 
 
Tax on loss
 
 
 
 
 
Group 2026 £
Group 2025 £
Current tax
United Kingdom corporation tax
-
-
Adjustments in respect of previous periods
-
-
Benefit of unrecognised tax loss / tax credit / temp diff reducing current tax
-
-
Total current tax
-
-
 
 
 
 
 
 
 
Group 2026 £
Group 2025 £
Loss before tax from operations
(21,088,311)
(11,598,649)
Corporation tax calculated at 25.0%
(5,272,078)
(2,203,743)
Tax effect of
-
Expenses not deductible for tax purposes
159,764
61,585
-
Fixed asset differences
7,193
-
Movement in deferred tax not recognised
5,105,121
2,142,158
 
 
Total tax expense for the year
-
-
 
 
Highland Broadband Networks Holdco Limited
Financial Statements for the year ended 31 January 2026
Notes to the Financial Statements
 
 
 
 
 
 
 
 
 
 
 
12. Intangible fixed assets
 
 
Group
Website, domain and software development £
 
Cost
 
 
At 01 February 2025
87,709
Additions
89,002
Disposals
(9,532)
At 31 January 2026
167,179
Amortisation
At 01 February 2025
(10,387)
Amortisation
(10,583)
Disposals
9,532
At 31 January 2026
(11,438)
Net book value
At 01 February 2025
77,322
 
At 31 January 2026
155,741
Highland Broadband Networks Holdco Limited
Financial Statements for the year ended 31 January 2026
Notes to the Financial Statements
 
 
 
 
 
 
 
 
 
 
 
13. Tangible assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balances at year end and movements for the year
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Group
Fibre network assets £
Construction in progress £
Core technology £
Customer premises equipment £
Plant and machinery £
Motor vehicles £
FWA network assets £
Office equipment £
Total £
Cost
 
 
 
 
 
 
 
 
 
At 01 February 2025
46,449,935
1,282,949
2,360,007
3,779,257
191,456
218,621
409,594
196,503
54,888,322
Additions
1,129,563
19,745,859
533,873
3,739,056
47,721
141,687
42,587
195,895
25,576,241
Disposals
-
-
-
(74,738)
(2,776)
(89,473)
-
(42,833)
(209,820)
Increase (decrease) through transfers
20,115,503
(20,115,503)
(6,880)
6,880
-
-
-
-
-
At 31 January 2026
67,695,001
913,305
2,887,000
7,450,455
236,401
270,835
452,181
349,565
80,254,743
Depreciation
At 01 February 2025
(1,879,903)
-
(358,818)
(1,267,538)
(126,783)
(127,775)
(286,190)
(95,682)
(4,142,689)
Charge for the year
(2,231,485)
-
(262,484)
(1,836,269)
(35,386)
(47,790)
(39,245)
(71,256)
(4,523,915)
Eliminated on disposals
-
-
-
75,435
2,776
89,473
-
42,185
209,869
At 31 January 2026
(4,111,388)
-
(621,302)
(3,028,372)
(159,393)
(86,092)
(325,435)
(124,753)
(8,456,735)
Net book value
At 01 February 2025
44,570,032
1,282,949
2,001,189
2,511,719
64,673
90,846
123,404
100,821
50,745,633
 
 
 
 
 
 
 
 
 
At 31 January 2026
63,583,613
913,305
2,265,698
4,422,083
77,008
184,743
126,746
224,812
71,798,008
Highland Broadband Networks Holdco Limited
Financial Statements for the year ended 31 January 2026
Notes to the Financial Statements
 
 
 
 
 
 
 
 
 
 
 
14. Investments
 
 
Company
Shares in group undertakings £
 
Cost or valuation
 
 
At 01 February 2025
26,109,344
At 31 January 2026
26,109,344
Carrying amount
 
At 31 January 2025
26,109,344
 
At 31 January 2026
26,109,344
 
The list of subsidiaries and other related undertakings is as follows:
 
 
 
 
Name
Nature of business
 
Class of share
 
Interest
 
Direct/Indirect
Highland Broadband Networks Midco Limited
Intermediate holding company
Ordinary
100%
Direct
Highland Broadband Networks Limited
Fibre broadband services
Ordinary
100%
Indirect
Highland Wireless & IT Solutions Ltd
Wireless broadband services
Ordinary
100%
Indirect
Highland Broadband Networks Holdco Limited, Highland Broadband Networks Midco Limited, Highland Broadband Networks Limited, and Highland Wireless & IT Solutions Ltd are registered in Scotland. Their registered office address is Suite 2, Ground Floor, Orchard Brae House, 30 Queensferry Road, Edinburgh, EH4 2HS.
The group has no other investments.
 
15. Debtors: amounts falling due within one year
 
 
 
 
 
 
1
1
1
1
1
 
Debtors: amounts falling due within one year comprise:
 
 
 
 
 
 
Group 2026 £
Group 2025 £
Company 2026 £
Trade debtors
1,215,611
759,980
-
Other debtors
1,415,008
1,396,537
-
2,630,619
2,156,517
-
 
 
 
 
16. Debtors: amounts falling due after more than one year
 
 
 
 
 
 
Debtors: amounts falling due within one year comprise:
1
1
1
Group 2026 £
Group 2025 £
Company 2026 £
Amounts owed by group undertakings
-
-
57,747,428
Highland Broadband Networks Holdco Limited
Financial Statements for the year ended 31 January 2026
Notes to the Financial Statements
 
 
 
 
 
 
 
 
 
 
 
17. Creditors: amounts falling due within one year
 
 
 
 
 
 
 
Creditors: amounts falling due within one year comprise:
 
 
 
 
 
 
Group 2026 £
Group 2025 £
Company 2026 £
Trade creditors
1,580,291
1,278,978
-
Other creditors
2,205,928
1,685,806
-
Secured loan notes
-
29,095
-
Bank loans and overdrafts
-
26,969
-
Social security and other taxes
169,480
197,289
-
Accruals and deferred income
2,819,970
2,678,411
8,220
6,775,669
5,896,548
8,220
 
 
 
 
18. Creditors: amounts falling due after more than one year
 
 
 
 
 
 
 
Creditors: amounts falling due after more than one year comprise:
 
 
 
 
 
 
Group 2026 £
Group 2025 £
Company 2026 £
Senior loan facility
15,227,000
-
-
Convertible loan notes
-
23,000,000
-
Convertible loan notes interest
-
3,702,703
-
Secured loan notes
53,915,700
39,758,333
53,915,700
Secured loan notes interest
3,832,418
3,814,698
3,832,418
Accruals and deferred income
26,562,783
14,800,420
-
99,537,901
85,076,154
57,748,118
 
 
 
During the year, the Group executed a senior loan facility with Alpha Real Capital. At the year-end, loan notes with a value of £15,800,000 are outstanding, that accrue interest at a rate of 12.25% per annum. The facility has a 5-year term and the loan is secured by a bond and floating charge over the Company's assets.
As part of this transaction, Highland Broadband Networks Limited reorganised its existing loan notes.
The convertible loan notes had a value of £27,808,020, of which £21,551,188 was converted into equity, £8,705,119 was moved into a new loan note, and £1,774,187 was repaid in cash. In line with the instrument's terms, the conversion was undertaken at a 12.5% discount which resulted in an expense of £4,222,475. This discount has been treated as an exceptional item.
The existing secured loan notes had an accrued value of £45,366,498, which was combined with the £8,705,119 from the convertible loan note and moved into a new secured loan with a value of £54,071,617 and a 5-year term. These loan notes were transferred from Highland Broadband Networks Limited to Highland Broadband Networks Holdco Limited via Highland Broadband Networks Limited. The loan notes accrue interest at a rate of 13% per annum.
 
19. Operating leases
 
 
 
 
 
Operating leases - lessee
 
 
 
 
Total future minimum lease payments under non-cancellable operating leases are as follows:
Group 2026 £
Group 2025 £
Not later than one year
353,543
239,871
Later than one year and not later than five years
427,127
99,312
780,670
339,183
Highland Broadband Networks Holdco Limited
Financial Statements for the year ended 31 January 2026
Notes to the Financial Statements
 
 
 
 
 
 
 
 
 
 
 
20. Deferred tax
The Group has a total unrecognised deferred tax asset of £11,492,611 as at 31 January 2026 (2025: £6,387,490) which has arisen from fixed asset timing differences and losses carried forward. Its recoverability is dependent upon future taxable profits arising, the likelihood of which cannot at this stage be determined with reasonable certainty.
The Company has an unrecognised deferred tax asset of £2,227 as at 31 January 2026 which has arisen from losses carried forward. Its recoverability is dependent upon future taxable profits arising, the likelihood of which cannot at this stage be determined with reasonable certainty.
 
21. Capital commitments
 
 
 
 
As at 31 January, the group had the following capital commitments:
Group 2026 £
Group 2025 £
Contracts for future capital expenditure
1,168,363
7,803,912
 
 
 
22. Called up share capital
Issued, called up and fully paid
Group 2026 £
Group 2026 Number
Group 2025 £
 
Group 2025 Number
Ordinary shares of £0.10 each
4,946
49,452
2,358
 
23,580
Growth shares of £0.10 each
434
4,344
434
4,344
5,380
53,796
2,792
27,924
 
 
 
 
During the year, Highland Broadband Networks Limited issued 25,872 ordinary shares of £0.10 each on conversion of loan notes for a total consideration of £21,551,188. A share premium of £21,548,601 was recognised in connection with this issue. The ordinary shares carry full voting rights.
 
23. Reserves
 
Share-based payment reserve
This reserve represents estimated fair value movements in the equity-settled share-based payments.
 
Profit and loss account
This reserve records retained earnings and accumulated losses.
 
Share premium account
This reserve records the amount above the nominal value received for shares issued, less transaction costs.
Highland Broadband Networks Holdco Limited
Financial Statements for the year ended 31 January 2026
Notes to the Financial Statements
 
 
 
 
 
 
 
 
 
 
 
24. Reconciliation of profit to cash flow from operating activities
Group 2026 £
Group 2025 £
 
 
 
 
 
Loss for the year
(21,088,311)
(11,598,649)
Adjustments for:
Interest paid
8,527,103
4,648,171
Interest received
(372,882)
(427,193)
Depreciation of tangible fixed assets
4,523,915
2,551,738
(Profit)/loss on disposal of tangible fixed assets
(13,767)
5,790
Amortisation of intangible fixed assets
10,583
3,438
Discount on conversion of convertible loan notes
4,222,475
-
Grant amortisation
(930,200)
(406,900)
Compensation received
(186,100)
(88,221)
Adjustments for increase in debtors
(474,102)
(753,014)
Adjustments for increase in creditors
814,262
1,977,141
Net cash flows used in operations
(4,967,024)
(4,087,699)
 
 
 
25. Analysis of changes in net debt
 
 
 
 
 
 
Group
Group 2025 £
 
Cash Flows £
 
Group 2026 £
 
Cash and cash equivalents
 
 
 
 
 
 
Cash
18,406,359
(5,798,563)
12,607,796
Borrowings
Debt due within one year
(56,064)
56,064
-
Debt due after one year
(70,275,734)
(2,699,384)
(72,975,118)
(70,331,798)
(2,643,320)
(72,975,118)
 
 
 
Total
(51,925,439)
(8,441,883)
(60,367,322)
 
 
 
 
26. Business combinations
Both Highland Broadband Networks Holdco Limited and Highland Broadband Networks Midco Limited were incorporated on 12 March 2025.
As part of a two-step group reorganisation, on 17 July 2025 Highland Broadband Networks Midco Limited acquired the entire issued share capital of Highland Broadband Networks Limited by way of a share-for-share exchange.
Subsequently, on 18 July 2025, Highland Broadband Networks Holdco Limited acquired the entire issued share capital of Highland Broadband Networks Midco Limited, also by way of a share-for-share exchange.
These transactions formed part of a group reorganisation involving entities ultimately controlled by the same shareholders and have therefore been accounted for using merger accounting principles. Accordingly, no goodwill has been recognised and the consolidated financial statements have been prepared as if the group had always been in existence.
Highland Broadband Networks Holdco Limited
Financial Statements for the year ended 31 January 2026
Notes to the Financial Statements
 
 
 
 
 
 
 
 
 
 
 
27. Related party transactions
 
Group
Key management personnel include all persons that have authority and responsibility for planning, directing and controlling the activities of the Group.
Key management personnel are considered to be the directors of the Group. The highest paid director received remuneration of £341,280 (2025: £369,729)
 
Company
The Company has taken advantage of the exemption in FRS 102 from disclosing transactions entered into between members of the group comprising Highland Broadband Networks Holdco Limited and its wholly-owned subsidiaries.
 
28. Share-based payments
Certain employees of Highland Broadband Networks Limited were granted options to subscribe for shares of that company.
During the year, new parent companies were introduced above Highland Broadband Networks Limited. As part of this process, a share-for-share exchange was carried out, with the options previously granted by Highland Broadband Networks Limited replaced on a like-for-like basis with options in Highland Broadband Networks Midco Limited, which were in turn replaced on a like-for-like basis with options in Highland Broadband Networks Holdco Limited. There were no changes to the economic terms of the awards.
Cumulative amounts of £41,886 previously recognised within retained earnings of Highland Broadband Networks Limited have been reallocated to the share-based payments reserve. The options outstanding during the year are shown in the table below.
Details of the number and weighted average excercise prices (WAEP) of share options during the year are as follows:
1
1
1
1
1
1
1
1
Weighted average exercise price in £ 2026
 
Options 2026
 
Weighted average exercise price in £ 2025
 
Options 2025
Outstanding at the beginning of the period
49.78
 
2,905
 
42.26
 
3,755
Expired during the period
0.11
(200)
7.52
(850)
Outstanding at the end of the period
49.89
2,705
49.78
2,905
 
 
 
 
The total expense recognised during the year in respect of share-based payments totalled £2,587 (2025: £4,050).
The estimated fair values were calculated by applying the Black-Scholes option pricing model. The model inputs were:
2026
2025
Share price at grant date
£0.11 - £36.76
£0.11 - £36.76
Exercise price
£0.11 - £126.00
£0.11 - £126.00
Expected volatility
70%
70%
Expected life
10 Years
10 Years
Risk free interest rate
0.525% - 2.077%
0.525% - 2.077%
Dividend yield
0%
0%
The fair value of equity-settled share-based payments at date of grant was estimated using the Black Scholes valuation model, taking into account the terms and conditions of the share options granted.
Highland Broadband Networks Holdco Limited
Financial Statements for the year ended 31 January 2026
Notes to the Financial Statements
 
 
 
 
 
 
 
 
 
 
 
29. Charges on assets
Fitzrovia Finance Security Ltd, in its capacity as security trustee, holds fixed and floating charges over the assets and undertakings of Highland Broadband Networks Midco Limited and its subsidiaries, together with share pledges over Highland Broadband Networks Midco Limited and Highland Broadband Networks Limited, granted on 18 July 2025. This relates to the senior loan facility with Highland Broadband Networks Limited.
Scottish National Investment Bank plc holds a floating charge over the assets and undertakings of the Group, granted on 18 July 2025. This relates to the secured loan notes with Highland Broadband Networks Holdco Limited.
 
30. Controlling party
In the opinion of the directors there is no single controlling party.
Appendix - Additional XBRL Tags and Values
Accounting standards applied
[Current]
bus_MediumEntities
Accounts status, audited or unaudited
[Current]
bus_Audited
Accounts type
[Current]
bus_FullAccounts
Applicable legislation
[Current]
bus_Medium-sizedCompaniesRegimeForDirectorsReport
Average number of employees during the period
[Current]
101
Average number of employees during the period
[Prior]
81
Balance sheet date
[Current]
31 January 2026
Creditors [Multiple Tags or Values]
[Prior]
5,896,548
Creditors [Multiple Tags or Values]
[Current]
6,775,669
Date of auditor's report
[Current]
0001-01-01
Date of authorisation of financial statements for issue
[Current]
08 July 2026
Director signing Directors' Report
[Current]
bus_Director1
Director signing financial statements
[Current]
bus_Director1
End date for period covered by report
[Current]
31 January 2026
Entity current legal or registered name
[Current]
Highland Broadband Networks Holdco Limited
Entity is dormant [true/false]
[Current]
false
Entity trading status
[Current]
[default]
Equity [Multiple Tags or Values]
[Current]
38,242,812
Equity [Multiple Tags or Values]
[Prior]
39,173,742
Legal form of entity
[Current]
bus_PrivateLimitedCompanyLtd
Name of entity auditors
[Current]
CT Audit Limited
Name of entity officer
[Current]
Scott Coates
Name of entity officer
[Current]
John Gavin Rodgers
Name of entity officer
[Current]
Kevin Hague
Name of individual auditor
[Current]
CT Audit Limited
Name of production software
[Current]
Draftworx Cloud
Name of senior statutory auditor
[Current]
CT Audit Limited
Other cash inflow (outflow), classified as investing activities [Multiple Tags or Values]
[Current]
12,593,003
Other cash inflow (outflow), classified as investing activities [Multiple Tags or Values]
[Prior]
10,578,409
Other operating expenses, format 2 [Multiple Tags or Values]
[Prior]
8,560,502
Other operating expenses, format 2 [Multiple Tags or Values]
[Current]
11,773,762
Own shares [Multiple Tags or Values]
[Current]
5,380
Own shares [Multiple Tags or Values]
[Prior]
2,792
Profit (loss) [Multiple Tags or Values]
[Current]
21,088,311
Profit (loss) on ordinary activities after tax [Multiple Tags or Values]
[Current]
21,088,311
Start date for period covered by report
[Current]
01 February 2025
Total assets [Multiple Tags or Values]
[Current]
87,192,164
Total assets [Multiple Tags or Values]
[Prior]
71,385,831
UK Companies House registered number
[Current]
SC840999
Version of production software
[Current]
2026.20.0.0
Appendix - Footnotes
Total current tax expense (credit)
[Current]
No Value Reported
Total current tax expense (credit)
[Prior]
No Value Reported
Investments
[Current]
No Value Reported
Investments
[Prior]
No Value Reported
Proceeds from issuing shares
[Current]
No Value Reported
Payments on other equity instruments
[Prior]
No Value Reported
Repayments of borrowings, classified as financing activities
[Current]
No Value Reported