Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-31true93truetruefalsefalse2023-01-0155false 13057610 2023-01-01 2023-12-31 13057610 2021-12-01 2022-12-31 13057610 2023-12-31 13057610 2022-12-31 13057610 2021-12-01 13057610 6 2023-01-01 2023-12-31 13057610 6 2021-12-01 2022-12-31 13057610 1 2023-01-01 2023-12-31 13057610 e:CompanySecretary1 2023-01-01 2023-12-31 13057610 e:Director1 2023-01-01 2023-12-31 13057610 e:Director2 2023-01-01 2023-12-31 13057610 e:Director3 2023-01-01 2023-12-31 13057610 e:Director4 2023-01-01 2023-12-31 13057610 e:Director4 2023-12-31 13057610 e:Director5 2023-01-01 2023-12-31 13057610 e:Director5 2023-12-31 13057610 e:Director6 2023-01-01 2023-12-31 13057610 e:Director6 2023-12-31 13057610 e:Director8 2023-01-01 2023-12-31 13057610 e:Director8 2023-12-31 13057610 e:RegisteredOffice 2023-01-01 2023-12-31 13057610 e:Agent1 2023-01-01 2023-12-31 13057610 d:MotorVehicles 2023-01-01 2023-12-31 13057610 d:MotorVehicles 2023-12-31 13057610 d:MotorVehicles 2022-12-31 13057610 d:MotorVehicles d:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 13057610 d:FurnitureFittings 2023-01-01 2023-12-31 13057610 d:FurnitureFittings 2023-12-31 13057610 d:FurnitureFittings 2022-12-31 13057610 d:FurnitureFittings d:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 13057610 d:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 13057610 d:CurrentFinancialInstruments 2023-12-31 13057610 d:CurrentFinancialInstruments 2022-12-31 13057610 d:Non-currentFinancialInstruments 2023-12-31 13057610 d:Non-currentFinancialInstruments 2022-12-31 13057610 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 13057610 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 13057610 d:Non-currentFinancialInstruments d:AfterOneYear 2023-12-31 13057610 d:Non-currentFinancialInstruments d:AfterOneYear 2022-12-31 13057610 d:ShareCapital 2023-01-01 2023-12-31 13057610 d:ShareCapital 2023-12-31 13057610 d:ShareCapital 2021-12-01 2022-12-31 13057610 d:ShareCapital 2022-12-31 13057610 d:ShareCapital 2021-12-01 13057610 e:OrdinaryShareClass1 2023-01-01 2023-12-31 13057610 e:OrdinaryShareClass1 2023-12-31 13057610 e:OrdinaryShareClass1 2022-12-31 13057610 e:FRS102 2023-01-01 2023-12-31 13057610 e:Audited 2023-01-01 2023-12-31 13057610 e:FullAccounts 2023-01-01 2023-12-31 13057610 e:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 13057610 d:BetweenOneFiveYears 2023-12-31 13057610 d:BetweenOneFiveYears 2022-12-31 13057610 d:HirePurchaseContracts d:WithinOneYear 2023-12-31 13057610 d:HirePurchaseContracts d:WithinOneYear 2022-12-31 13057610 d:HirePurchaseContracts d:BetweenOneFiveYears 2023-12-31 13057610 d:HirePurchaseContracts d:BetweenOneFiveYears 2022-12-31 13057610 f:PoundSterling 2023-01-01 2023-12-31 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 13057610
















DIGITAL INFRASTRUCTURE SERVICES LIMITED




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023


































img2bd1.png


DIGITAL INFRASTRUCTURE SERVICES LIMITED

 
COMPANY INFORMATION


DIRECTORS
Mr P Doyle 
Mr W Jones 
Mr S Lowry 
Mr C Bock Montero (resigned 26 September 2023)
Mr O D Helm (appointed 26 September 2023, resigned 29 February 2024)
Mr F Martinez Sanchez (resigned 26 September 2023)
Mr J S Warner (appointed 12 February 2024)




COMPANY SECRETARY
Mr K Plahay



REGISTERED NUMBER
13057610



REGISTERED OFFICE
Aperture
Pynes Hill

Exeter

Devon

EX2 5AZ




INDEPENDENT AUDITORS
Bishop Fleming LLP
Chartered Accountants & Statutory Auditors

2nd Floor Stratus House

Emperor Way

Exeter Business Park

Exeter

EX1 3QS




BANKERS
HSBC UK Bank Plc
8 Canada Square

London

E14 5HQ






DIGITAL INFRASTRUCTURE SERVICES LIMITED


CONTENTS



Page
Strategic report
1 - 3
Directors' report
4 - 5
Directors' responsibilities statement
6
Independent auditors' report
7 - 10
Statement of comprehensive income
11
Statement of financial position
12
Statement of changes in equity
13
Notes to the financial statements
14 - 23


DIGITAL INFRASTRUCTURE SERVICES LIMITED

 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

INTRODUCTION
 
The directors present their strategic report and the audited financial statements of the Company for the year ended 31 December 2023. The prior period comparatives cover a 13 month period to 31 December 2022.

BUSINESS REVIEW
 
The company is a 100% subsidiary of Digital Holdings Ltd, whose ultimate parent is Basalt Infrastructure III LLP (“Basalt”), an infrastructure investment fund.
The company received funding of £11.085m of intercompany loans during the year (2022: £8.38m) from Digital Holdings Ltd, whose ultimate parent is Basalt Infrastructure III LLP.
The company provides payroll and shared services to group companies which are recharged to those group companies.
The loss for the year, after taxation, amounted to £Nil (2022: £Nil).
No dividends (£Nil) were paid during the year ended 31 December 2023 (2022: £Nil).

PRINCIPAL RISKS AND UNCERTAINTIES
 
Like all businesses, the Company faces a range of risks and uncertainties that could impact its performance. These include:

Regulatory Risks: Changes in government policies or regulations could affect our ability to deliver services or change the cost structure of our operations.
Competition: The broadband market is highly competitive, with both established providers and new entrants seeking to capture market share. We continuously monitor market conditions and adjust our strategy to maintain our competitive edge.
Economic Conditions: Economic downturns or uncertainties such as inflation, changes in consumer spending, or disruptions in global supply chains could negatively impact our financial results.
Availability of funding: The Company is reliant on continued funding to finalise the network build, connect new customers, and support ongoing business operations.

To mitigate these risks, we continuously monitor our operating environment, invest in future-proof technologies and maintain strong relationships with key stakeholders.

FINANCIAL KEY PERFORMANCE INDICATORS
 
The company's key performance indicators are regularly reviewed by the board of directors and include Network expansion to ready-for-service (RFS) premises, Revenue Growth and new Customer acquisition, EBITDA and the number of customers serviced for the company.

Page 1


DIGITAL INFRASTRUCTURE SERVICES LIMITED


STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

OTHER KEY PERFORMANCE INDICATORS
 
Performance is measured against detailed annual operating plans and rolling long-term financial forecast models.
The top key measures are:

Number of Ready for Service (RFS) premises: properties that can be connected to our network within our standard SLA and at a known cost
Cost per Premises Passed: average network build cost per RFS premise
Penetration: number of customers acquired as a proportion of properties ready for service in an area
Average Revenue Per User: average revenue per customer per month
Cost per Customer Acquired: cost of advertising and acquiring a customer to connect to the network
Cost per Installation: cost of activating a property with live ultra-high speed broadband connectivity
Cost per Customer Served: cost of operating the network and servicing the customer

GOING CONCERN

As of 31 December, the Company reported a profit/loss of £Nil (2022: £Nil) and net assets amounting to £100 (2022: £100). Short to medium term funding for the business is reliant on the continued support of the Group’s shareholders, who have continued to fund the business throughout 2024, in accordance with the financial plan and have provided a letter to support funding for the business through 2025 and 2026.
The Group includes Iris Infra Master Holdco Limited, Iris Infra Holdco Limited, Iris Infra Limited, Full Fibre Limited, Digital Master Holdco Limited, Digital Holdings Limited, Digital Infrastructure Limited and Be Fibre Limited.
In evaluating the going concern basis for the preparation of the financial statements, the Directors have considered the Board-approved annual budget and long-range business plan for the Company. They have stress-tested the baseline plan by developing a downside scenario that emphasises critical planning assumptions. The primary factors incorporated into this downside scenario include:
A decline in customer sales volumes;
A reduction in recurring revenues due to lower average revenues per user (ARPU);
An increase in the cost base driven by higher inflation assumptions affecting both operating costs and capital expenditures; and
An assumption of lower long-term penetration and utilization of the network, which diminishes opportunities for returns on capital investment.

In both the base case and downside scenarios, the Directors are confident that the business possesses sufficient cash resources to sustain operations for the foreseeable future, with expectations that the trading group will achieve operational cash-flow positivity. 
The Company is reliant on continued funding to finalise the network build, connect new customers, and support ongoing business operations. Following the completion of network construction, the Company will remain dependent on capital for a brief period until it becomes cash-generative and self-sustaining.

Page 2


DIGITAL INFRASTRUCTURE SERVICES LIMITED


STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

GOING CONCERN (CONTINUED)

Shareholders have already provided additional funding post-year-end and have expressed their intention to continue providing financial support. Included with Iris Infra Master Holdco Limited Note 28 Post Balance Sheet events are details of funding secured post year end. In the event that a materially lower amount of future funding is received, the Directors would take mitigating action on the operations of the businesses to ensure that the Company continues to realise assets and discharge liabilities in the normal course of business.
The Directors’ assumptions and outlook assume continued shareholder support to finance business operations. The financial statements do not reflect the adjustments that would be necessary should the ability of the Company to trade be compromised due to the loss of such support. As such there is a material uncertainty related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern.
Consequently, the Directors conclude that, whilst there remains a reliance on continued shareholder support to finance business operations in the medium term, it is appropriate to adopt the going concern basis in preparing the financial statements for the year ending 31 December 2023.


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


Mr J S Warner
Director

Date: 27 January 2025
Page 3


DIGITAL INFRASTRUCTURE SERVICES LIMITED

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The Directors present their report and the financial statements for the year ended 31 December 2023.

PRINCIPAL ACTIVITY

The principal activity of the company was that of telecommunications activities.

DIRECTORS

The Directors who served during the year were:

Mr P Doyle 
Mr W Jones 
Mr S Lowry 
Mr C Bock Montero (resigned 26 September 2023)
Mr O D Helm (appointed 26 September 2023, resigned 29 February 2024)
Mr F Martinez Sanchez (resigned 26 September 2023)

FUTURE DEVELOPMENTS

The Company is transitioning from the network build phase of its development to accelerating sales and customer growth on its completed network footprint, and results to date have been in line with expectations.
The Company remains well-positioned to take advantage of the growing demand for high-quality broadband services in the UK. With a robust strategic plan, continuous investment in technology, and a focus on customer satisfaction, we are confident in our ability to achieve continued growth and success in the coming years.

MATTERS COVERED IN THE STRATEGIC REPORT

The Company has included mandatory Directors' Report disclosures within the Strategic Report as they are considered by the Directors to be of strategic importance, as permitted by the Companies Act 2006 (Strategic Report and Director's Report Regulation.

DISCLOSURE OF INFORMATION TO AUDITORS

Each of the persons who are Directors at the time when this Directors' report is approved has confirmed that:

so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

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

POST BALANCE SHEET EVENTS

The Company's parent undertaking Iris Holdco Limited is in active discussions to merge with Zzoomm Group Ltd, developing a larger single operating business. This merger will strengthen the individual financial positions of each company through leveraging greater operational efficiencies and broader market reach, gaining the ability to acquire more customers.
As at 27 January 2025 the transaction had completed with the creation of a new intermediate parent company Altnet Partners Limited, owned 71% by Iris Infra Holdco Limited and 29% by Zzoomm Group Limited. This new intermediate holding company will own 100% of the combined Zzoomm and Iris Infra Group companies.  Both parties will continue to fund their respective business plans in line with current forecasts.




Page 4


DIGITAL INFRASTRUCTURE SERVICES LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
AUDITORS

The auditorsBishop Fleming LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
 






Mr J S Warner
Director

Date: 27 January 2025

Aperture
Pynes Hill
Exeter
Devon
EX2 5AZ
Page 5


DIGITAL INFRASTRUCTURE SERVICES LIMITED

 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

The Directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.

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

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

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

make judgments and accounting estimates that are reasonable and prudent;


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

Page 6


DIGITAL INFRASTRUCTURE SERVICES LIMITED

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DIGITAL INFRASTRUCTURE SERVICES LIMITED
OPINION


We have audited the financial statements of Digital Infrastructure Services Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its result for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


BASIS FOR OPINION


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


MATERIAL UNCERTAINTY RELATED TO GOING CONCERN


We draw attention to note 2.3 in the financial statements, which indicates that the Company incurred a net profit/loss of £Nil (2022: £Nil) during the year ended 31 December 2023 and, as of that date, the Company had net assets of £100 (2022: £100).   


The Company’s ability to continue as a going concern is dependent on it's parent Company's ability to secure additional funding to meet its operational and financial obligations as they fall due which, whilst intended, is not guaranteed. As stated in Note 2.2, these events or conditions, along with other matters as set forth in Note 2.2, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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

Page 7


DIGITAL INFRASTRUCTURE SERVICES LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DIGITAL INFRASTRUCTURE SERVICES LIMITED (CONTINUED)

OTHER INFORMATION


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


We have nothing to report in this regard.


OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
 

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


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


MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
 

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


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


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


RESPONSIBILITIES OF DIRECTORS
 

As explained more fully in the Directors' responsibilities statement set out on page 6, 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 Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 8


DIGITAL INFRASTRUCTURE SERVICES LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DIGITAL INFRASTRUCTURE SERVICES LIMITED (CONTINUED)

AUDITORS' RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
 

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

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

We have considered the nature of the industry and sector, control environment and financial performance;
We have considered the results of enquiries with management and the directors in relation to their own identification and assessment of the risks of irregularities within the Company.
We have reviewed the documentation of key processes and controls and performed walkthrough of transactions to confirm that systems are operating in line with documentation; and
We have considered the matters discussed among the audit engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the highest areas of risk to be in relation to revenue recognition and management override

We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, FRS 102 and UK tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Company’s ability to operate or to avoid a material penalty. These include data protection regulations, occupational health and safety regulations, employment law and the Communications Act 2003.

Our procedures to respond to the risks identified included the following:

Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having direct effect on the financial  statements.
Enquiring of management concerning actual and potential litigation and claims;
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.
Reviewing board meeting minutes;
Performing detailed transactional testing in relation to the recognition of revenue; and
In addressing the risk of fraud through management override of controls, testing the appropriateness of ournal entries, and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of the business.

We also communicated relevant identified laws and regulations and potential fraud risk to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.




Page 9


DIGITAL INFRASTRUCTURE SERVICES LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DIGITAL INFRASTRUCTURE SERVICES LIMITED (CONTINUED)

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 an error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed 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 become aware of it.

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

USE OF OUR REPORT
 

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






Fleur Lewis FCA (Senior statutory auditor)
for and on behalf of
Bishop Fleming LLP
Chartered Accountants
Statutory Auditors
2nd Floor Stratus House
Emperor Way
Exeter Business Park
Exeter
EX1 3QS

28 January 2025
Page 10


DIGITAL INFRASTRUCTURE SERVICES LIMITED

 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

Year ended
31 December
As restated
13 month period ended
31 December
2023
2022
Note
£
£

  

Cost of sales
  
(383,783)
(245,054)

Gross loss
  
(383,783)
(245,054)

Administrative expenses
  
(3,232,134)
(4,221,557)

Other operating income
  
4,897,189
4,915,260

Operating profit
  
1,281,272
448,649

Interest payable and similar expenses
 8 
(1,281,272)
(448,649)

Profit before tax
  
-
-

Profit for the financial year
  
-
-

Other comprehensive income for the year
  

Total comprehensive income for the year
  
-
-

The notes on pages 14 to 23 form part of these financial statements.
Page 11


DIGITAL INFRASTRUCTURE SERVICES LIMITED
REGISTERED NUMBER:13057610

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

As restated
2023
13 month period ended
2022
Note
£
£

Fixed assets
  

Tangible assets
 10 
718,260
720

  
718,260
720

Current assets
  

Debtors: amounts falling due within one year
 11 
23,706,677
11,296,660

Cash at bank and in hand
 12 
64,920
125,152

  
23,771,597
11,421,812

Creditors: amounts falling due within one year
 13 
(24,080,777)
(11,422,432)

Net current liabilities
  
 
 
(309,180)
 
 
(620)

Total assets less current liabilities
  
409,080
100

Creditors: amounts falling due after more than one year
 14 
(408,980)
-

  

Net assets
  
100
100


Capital and reserves
  

Called up share capital 
 16 
100
100

  
100
100


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





Mr J S Warner
Director

Date: 27 January 2025

The notes on pages 14 to 23 form part of these financial statements.
Page 12


DIGITAL INFRASTRUCTURE SERVICES LIMITED


STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Total equity

£
£


At 1 December 2021
100
100


Other comprehensive income for the period
-
-


Total comprehensive income for the period
-
-


Total transactions with owners
-
-



At 1 January 2023
100
100


Other comprehensive income for the year
-
-


Total comprehensive income for the year
-
-


Total transactions with owners
-
-


At 31 December 2023
100
100


The notes on pages 14 to 23 form part of these financial statements.

Page 13


DIGITAL INFRASTRUCTURE SERVICES LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


GENERAL INFORMATION

Digital Infrastructure Services Limited is a private company limited by shares incorporated in England and Wales. The registered office is Aperture, Pynes Hill, Exeter, Devon, EX2 5AZ.

2.ACCOUNTING POLICIES

 
2.1

BASIS OF PREPARATION OF FINANCIAL STATEMENTS

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

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

The following principal accounting policies have been applied:

 
2.2

FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

This information is included in the consolidated financial statements of Iris Infra Master Holdco Limited as at 31 December 2023 and these financial statements may be obtained from Companies House.

Page 14


DIGITAL INFRASTRUCTURE SERVICES LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.ACCOUNTING POLICIES (continued)

 
2.3

GOING CONCERN

As of 31 December, the Company reported a profit/loss of £Nil (2022: £Nil) and net assets amounting to £100 (2022: £100). Short to medium term funding for the business is reliant on the continued support of the Group’s shareholders, who have continued to fund the business throughout 2024, in accordance with the financial plan and have provided a letter to support funding for the business through 2025 and 2026.
The Group includes Iris Infra Master Holdco Limited, Iris Infra Holdco Limited, Iris Infra Limited, Full Fibre Limited, Digital Master Holdco Limited, Digital Holdings Limited, Digital Infrastructure Limited and Be Fibre Limited.

In evaluating the going concern basis for the preparation of the financial statements, the Directors have considered the Board-approved annual budget and long-range business plan for the Company. They have stress-tested the baseline plan by developing a downside scenario that emphasises critical planning assumptions. The primary factors incorporated into this downside scenario include:
A decline in customer sales volumes;
A reduction in recurring revenues due to lower average revenues per user (ARPU);
An increase in the cost base driven by higher inflation assumptions affecting both operating costs and capital expenditures; and
An assumption of lower long-term penetration and utilization of the network, which diminishes opportunities for returns on capital investment.

In both the base case and downside scenarios, the Directors are confident that the business possesses sufficient cash resources to sustain operations for the foreseeable future, with expectations that the trading group will achieve operational cash-flow positivity. 

The Company is reliant on continued funding to finalise the network build, connect new customers, and support ongoing business operations. Following the completion of network construction, the Company will remain dependent on capital for a brief period until it becomes cash-generative and self-sustaining.

Shareholders have already provided additional funding post-year-end and have expressed their intention to continue providing financial support. Included with Iris Infra Master Holdco Limited Note 28 Post Balance Sheet events are details of funding secured post year end. In the event that a materially lower amount of future funding is received, the Directors would take mitigating action on the operations of the businesses to ensure that the Company continues to realise assets and discharge liabilities in the normal course of business.
The Directors’ assumptions and outlook assume continued shareholder support to finance business operations. The financial statements do not reflect the adjustments that would be necessary should the ability of the Company to trade be compromised due to the loss of such support. As such there is a material uncertainty related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern.

Consequently, the Directors conclude that, whilst there remains a reliance on continued shareholder support to finance business operations in the medium term, it is appropriate to adopt the going concern basis in preparing the financial statements for the year ending 31 December 2023. 

 
2.4

FINANCE COSTS

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

Page 15


DIGITAL INFRASTRUCTURE SERVICES LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.ACCOUNTING POLICIES (continued)

 
2.5

PENSIONS

DEFINED CONTRIBUTION PENSION PLAN

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.6

TANGIBLE FIXED ASSETS

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Motor vehicles
-
5 years
Fixtures and fittings
-
5 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.7

DEBTORS

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.8

CASH AND CASH EQUIVALENTS

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

 
2.9

CREDITORS

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 16


DIGITAL INFRASTRUCTURE SERVICES LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.ACCOUNTING POLICIES (continued)

 
2.10

PRIOR YEAR RESTATED

Within the Income Statement a number of costs have been reclassed between cost of sales and administration to be consistent with the treatment in the wider Iris Infra Master Holdco Group.
The balance sheet restatement in 2022 represents a remapping of debtors and creditors due to group entities from other debtors and creditors.

3.



JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following have been considered to be significant estimates or judgements:
Useful economic life of fixed assets: Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives. The basis for depreciation charges are detailed in note 2.4 and are reviewed and adjusted prospectively if appropriate or if there is a significant change since the last reporting date. Useful lives are estimated by management with reference to manufacturers guidelines and existing knowledge and experience of the sector in which the business operates.
Carrying value of tangible assets: Management assesses the probability of expected future economic benefits using reasonable and supportable assumptions that represent their best estimate of the economic conditions that will exist over the useful life of the asset. Due to the specialised nature of the assets judgement is used to assess the degree of certainty attached to the flow of future economic benefits and the technical feasibility and success of the various projects. In reviewing for impairment, the carrying value of such assets is compared to the estimated discounted cashflows expected from the use of the assets which involves significant estimates on the part of management. If there is a material change in economic conditions, climate or other circumstances influencing the estimate of future cash flows or fair value the Company could be required to recognise impairment charges in the future.
Recoverability of intercompany debtor: Included in debtors is a balance due from the company's subsidiary for £23,237,277, recoverability of which will be dependent on the financial performance of the trading entity. The directors are of the opinion that the entity will have adequate cash resources to continue operations for the foreseeable future, upon which the trading company is expected to turn operationally cash-flow positive.
The recoverability of intercompany debtor balances is a key area of judgment in the preparation of these financial statements. Management assesses whether intercompany debtor balances are recoverable based on the financial position, liquidity, and future cash flow projections of the debtor entity, as well as the nature and terms of the intercompany arrangements. In making this judgment, management considers:

The debtor’s financial performance and solvency, including historical and forecasted results.
The debtor’s payment history and ability to generate sufficient cash flows to meet its obligations.
Any evidence of support, such as guarantees or letters of comfort provided by other group entities.
Relevant external factors, including market and economic conditions, that may impact the debtor’s ability to repay.

Where there is evidence to suggest that the carrying amount of the intercompany debtor may not be recoverable, an impairment provision is recognized to reduce the balance to its estimated recoverable amount. Any impairment loss is charged to the profit and loss account in the period in which it is identified. The assessment of recoverability involves significant estimates and assumptions. Changes in these estimates, or the emergence of new information, could result in material adjustments to the carrying value of the intercompany debtor balances.

Page 17


DIGITAL INFRASTRUCTURE SERVICES LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


OTHER OPERATING INCOME

Year ended
31 December
13 month period ended
31 December
2023
2022
£
£

Fees receivable
4,897,189
4,915,260

4,897,189
4,915,260



5.


AUDITORS' REMUNERATION

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.


6.


EMPLOYEES

Staff costs, including Directors' remuneration, were as follows:


Year ended
31 December
13 month period ended
31 December
2023
2022
£
£

Wages and salaries
1,799,559
1,326,093

Social security costs
192,400
148,625

Cost of defined contribution scheme
71,222
29,729

2,063,181
1,504,447


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


      Year ended
     31 December
13 month period ended
      31 December
        2023
        2022
            No.
            No.







Employees
93
55

Page 18


DIGITAL INFRASTRUCTURE SERVICES LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


DIRECTORS' REMUNERATION

Year ended
31 December
13 month period ended
31 December
2023
2022
£
£

Directors' emoluments
155,000
-

155,000
-



8.


INTEREST PAYABLE AND SIMILAR EXPENSES

Year ended
31 December
13 month period ended
31 December
2023
2022
£
£


Loan interest payable from group undertakings
1,281,272
448,649

1,281,272
448,649


9.


TAXATION


Year ended
31 December
13 month period ended
31 December
2023
2022
£
£



TOTAL CURRENT TAX
-
-

DEFERRED TAX

TOTAL DEFERRED TAX
-
-


TAX ON PROFIT
-
-
Page 19


DIGITAL INFRASTRUCTURE SERVICES LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
9.TAXATION (CONTINUED)


FACTORS AFFECTING TAX CHARGE FOR THE YEAR/PERIOD

The tax assessed for the year/period is higher than (2022:the same as) the standard rate of corporation tax in the UK of 23.52% (2022:19%). The differences are explained below:

Year ended
31 December
13 month period ended
31 December
2023
2022
£
£

EFFECTS OF:


Fixed asset differences
(22)
-

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
264,928
-

Group relief surrendered/(claimed)
(88,426)
-

Remeasurement of deferred tax forchanges in tax rates
11,098
-

Movement in deferred tax not recognised
(187,578)
-

TOTAL TAX CHARGE FOR THE YEAR/PERIOD
-
-


10.


TANGIBLE FIXED ASSETS





Motor vehicles
Fixtures and fittings
Total

£
£
£



COST OR VALUATION


At 1 January 2023
-
900
900


Additions
766,590
-
766,590



At 31 December 2023

766,590
900
767,490



DEPRECIATION


At 1 January 2023
-
180
180


Charge for the year
48,870
180
49,050



At 31 December 2023

48,870
360
49,230



NET BOOK VALUE



At 31 December 2023
717,720
540
718,260



At 31 December 2022
-
720
720

Page 20


DIGITAL INFRASTRUCTURE SERVICES LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


DEBTORS

As restated
2023
13 month period ended
2022
£
£


Amounts owed by group undertakings
23,237,277
11,002,598

Other debtors
307,538
264,816

Prepayments and accrued income
161,862
29,246

23,706,677
11,296,660



12.


CASH AND CASH EQUIVALENTS

2023
13 month period ended
2022
£
£

Cash at bank and in hand
64,920
125,152

64,920
125,152



13.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

As restated
2023
13 month period ended
2022
£
£

Trade creditors
125,139
81,516

Amounts owed to group undertakings
22,959,939
10,818,884

Other taxation and social security
463,998
341,437

Obligations under finance lease and hire purchase contracts
153,945
-

Other creditors
4,767
31,985

Accruals and deferred income
372,989
148,610

24,080,777
11,422,432


Included in amounts owed to group undertakings are unsecured intercompany loans of £22,906,423 (2022: £10,540,151) and accrues interest at 8% per annum and will be capitalised on each 12 month anniversary of the date of the agreement if not paid. At the year end £1,729,921 (2022: £448,649) of interest had been accrued and is included in the above.

Page 21


DIGITAL INFRASTRUCTURE SERVICES LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2023
13 month period ended
2022
£
£

Net obligations under finance leases and hire purchase contracts
408,980
-

408,980
-


The following liabilities were secured:

2023
13 month period ended
2022
£
£



Finance lease and hire purchase contracts
562,925
-

562,925
-

Details of security provided:

The finance lease and hire purchase contracts are secured against the assets, being motor vehicles.


15.


HIRE PURCHASE AND FINANCE LEASES


Minimum lease payments under hire purchase fall due as follows:

2023
13 month period ended
2022
£
£


Within one year
153,945
-

Between 1-5 years
408,980
-

562,925
-


16.


SHARE CAPITAL

2023
13 month period ende
2022
£
£
ALLOTTED, CALLED UP AND FULLY PAID



100 (2022:100) Ordinary shares of £1.00 each
100
100


Page 22


DIGITAL INFRASTRUCTURE SERVICES LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


PENSION COMMITMENTS

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and amounted to £71,222 (2022: £29,729).


18.


COMMITMENTS UNDER OPERATING LEASES

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

As restated
2023
13 month period ended
2022
£
£


Later than 1 year and not later than 5 years
1,063,756
366,114

1,063,756
366,114


19.


RELATED PARTY TRANSACTIONS

The company has taken advantage of the exemption available under FRS102 para 33.1A whereby it has not disclosed transactions and balances with any wholly owned group companies.
Included in legal and professional fees are amounts of £Nil (2022: £433,333) charged for services provided by Maestro Technologies Limited, a company that has interest in the intermediate parent company, Iris Infra Master Holdco Limited.


20.


POST BALANCE SHEET EVENTS

The Company’s parent undertaking Iris Holdco Limited is in active discussions to merge with Zzoomm Group Ltd, developing a larger single operating business. 
As at 27 January 2025 the transaction had completed with the creation of a new intermediate parent company Altnet Partners Limited, owned 71% by Iris Infra Holdco Limited and 29% by Zzoomm Group Limited. This new intermediate holding company will own 100% of the combined Zzoomm and Iris Infra Group companies.  Both parties will continue to fund their respective business plans in line with current forecasts.


21.


CONTROLLING PARTY

The immediate parent company is Digital Holdings Limited, a company incorporated in England and Wales.
The directors are of the opinion the Company's ultimate parent undertaking is Basalt Infrastructure Partners III Gp Limited, a company incorporated in Guernsey.
The parent undertaking of the largest group to consolidate these financial statements is Full Fibre Master Holdco Limited (13055343) which changed its name to Iris Infra Master Holdco Limited on 18 August 2023, the consolidated financial statements of which are available at Companies House, Cardiff.

Page 23