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Registered number: 11090610
















FULL FIBRE LIMITED




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023


































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FULL FIBRE LIMITED

 
COMPANY INFORMATION


DIRECTORS
Mr P Doyle 
Mr O Helm (resigned 29 February 2024)
Mr W Jones 
Mr S Lowry 
Mr J Warner (appointed 29 February 2024, resigned 26 September 2023)




COMPANY SECRETARY
Mr K Plahay



REGISTERED NUMBER
11090610



REGISTERED OFFICE
Aperture
Pynes Hill

Exeter

EX2 5AZ




INDEPENDENT AUDITORS
Bishop Fleming LLP
Chartered Accountants & Statutory Auditors

2nd Floor Stratus House

Emperor Way

Exeter Business Park

Exeter

EX1 3QS




BANKERS
Lloyds Bank Plc
25 Gresham Street

London

EC2V 7HN






FULL FIBRE LIMITED


CONTENTS



Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditors' report
6 - 9
Statement of income and retained earnings
10
Statement of financial position
11
Notes to the financial statements
12 - 29



FULL FIBRE 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.

BUSINESS REVIEW
 
The company is a 100% subsidiary of Iris Infra Limited, whose ultimate parent is Basalt Infrastructure III LLP (“Basalt”), an infrastructure investment fund.
The company received funding of £32.3m of intercompany loans during the year (2022: £60.6m) from its parent, whose ultimate parent is Basalt Infrastructure III LLP.
The company reported a loss before tax of £23.1m for the year (2022: £11.2m).

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.

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

Page 1


FULL FIBRE LIMITED


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

GOING CONCERN

As of 31 December, the Company reported a loss of £23.1 million (2022: £11.2 million) and net liabilities amounting to £41.6 million (2022: £18.5 million), attributed to losses incurred that align with the current financial plan. Short to medium term funding for the business is reliant on the continued support of the wider Group’s shareholders, who have continued to fund the business throughout 2024, in accordance with the financial plan and have committed 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, Digital Master Holdco Limited, Digital Holdings Limited, Digital Infrastructure Limited,  Digital Infrastructure Services 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 finance support. Note 25 Post Balance Sheet events includes 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 Warner
Director

Date: 27 January 2025

Page 2


FULL FIBRE 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.

RESULTS AND DIVIDENDS

The loss for the year, after taxation, amounted to £23,101,467 (2022: loss £11,240,346).
No dividends (£nil) were paid during the year ended 31 December 2023 (2022: £nil).
2023 saw the business continue to significantly expand its Homes Passed network footprint and accelerate revenue generation from customer penetration of its network. 
As part of a merger restructuring in September 2023, Iris Infra Limited became the 100% shareholder of the company, itself 100% owned by Full Fibre Ltd’s former parent Iris Infra Holdco Ltd.
The company completed the year with a significant increase in its recurring revenue stream.

DIRECTORS

The directors who served during the year were:

Mr P Doyle 
Mr O Helm (resigned 29 February 2024)
Mr W Jones 
Mr S Lowry 
Mr J Warner (appointed 29 February 2024, 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.

Page 3


FULL FIBRE LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
POST BALANCE SHEET EVENTS

During 2024, a further intercompany loan of £42,079,303 was advanced from Iris Infra Holdco Limited. 
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.

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 Warner
Director

Date: 27 January 2025

Aperture
Pynes Hill
Exeter
EX2 5AZ

Page 4


FULL FIBRE 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 judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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 5


FULL FIBRE LIMITED

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FULL FIBRE LIMITED
OPINION


We have audited the financial statements of Full Fibre Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of income and retained earnings, the Statement of financial position 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 loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


BASIS FOR OPINION


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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 loss of £23.1m (2022: £11.2m) during the year ended 31 December 2023 and, as of that date, the Company had net liabilities of £41.6m (2022: £18.5m).  


The Company’s ability to continue as a going concern is dependent on its 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 2.3, these events or conditions, along with other matters as set forth in Note 2.3, 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 6


FULL FIBRE LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FULL FIBRE 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 Report.  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. 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 5, 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 7


FULL FIBRE LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FULL FIBRE 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  p rocesses  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 journal  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 8


FULL FIBRE LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FULL FIBRE 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 9


FULL FIBRE LIMITED

 
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE YEAR ENDED 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

  

Turnover
 4 
1,110,329
1,697,433

Cost of sales
  
(2,134,210)
(1,792,213)

Gross loss
  
(1,023,881)
(94,780)

Administrative expenses
  
(14,713,117)
(7,406,548)

Operating loss
  
(15,736,998)
(7,501,328)

Interest receivable and similar income
 9 
89,732
4,709

Interest payable and similar expenses
 10 
(7,454,201)
(3,743,727)

Loss before tax
  
(23,101,467)
(11,240,346)

Loss after tax
  
(23,101,467)
(11,240,346)

  

  

Retained earnings at the beginning of the year
  
(18,810,417)
(7,570,073)

  
(18,810,417)
(7,570,073)

Loss for the year
  
(23,101,467)
(11,240,346)

Retained earnings at the end of the year
  
(41,911,884)
(18,810,419)

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of income and retained earnings.

The notes on pages 12 to 29 form part of these financial statements.

Page 10


FULL FIBRE LIMITED
REGISTERED NUMBER:11090610

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

As restated
2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 12 
546,447
670,361

Tangible assets
 13 
73,822,310
44,519,359

  
74,368,757
45,189,720

Current assets
  

Debtors: amounts falling due within one year
 14 
4,238,775
4,928,410

Cash at bank and in hand
 15 
5,224,816
16,722,726

  
9,463,591
21,651,136

Creditors: amounts falling due within one year
 16 
(125,458,476)
(85,365,518)

Net current liabilities
  
 
 
(115,994,885)
 
 
(63,714,382)

Total assets less current liabilities
  
(41,626,128)
(18,524,662)

  

Net liabilities
  
(41,626,128)
(18,524,662)


Capital and reserves
  

Called up share capital 
 18 
37,250
37,250

Share premium account
  
248,507
248,507

Profit and loss account
  
(41,911,885)
(18,810,419)

  
(41,626,128)
(18,524,662)


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





Mr J Warner
Director

Date: 27 January 2025

The notes on pages 12 to 29 form part of these financial statements.

Page 11


FULL FIBRE LIMITED

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

1.


GENERAL INFORMATION

Full Fibre 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 judgement 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);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

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 the Registrar of Companies, Companies House, Crown Way, Cardiff, CF14 3UZ.

Page 12


FULL FIBRE 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 loss of £23.1 million (2022: £11.2 million) and net liabilities amounting to £41.6 million (2022: £18.5 million), attributed to losses incurred that align with the current financial plan. Short to medium term funding for the business is reliant on the continued support of the wider Group’s shareholders, who have continued to fund the business throughout 2024, in accordance with the financial plan and have committed 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, Digital Master Holdco Limited, Digital Holdings Limited, Digital Infrastructure Limited,  Digital Infrastructure Services 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 finance support. Note 25 Post Balance Sheet events includes 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. 

Page 13


FULL FIBRE LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
2.4

FOREIGN CURRENCY TRANSLATION

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

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

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of income and retained earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.5

REVENUE

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Page 14


FULL FIBRE LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
2.6

OPERATING LEASES: THE COMPANY AS LESSEE

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

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

  
2.7

RESEARCH AND DEVELOPMENT

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Development expenditure incurred on clearly defined projects whose outcome can be assessed with reasonable certainty is carried forward and amortisation is charged over three years from the date on which use of the asset commences.

 
2.8

INTEREST INCOME

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

 
2.9

FINANCE COSTS

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

 
2.10

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.

Page 15


FULL FIBRE LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
2.11

INTANGIBLE ASSETS

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

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

 The estimated useful lives range as follows:

Software development
-
3
years

 
2.12

TANGIBLE FIXED ASSETS

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

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

Assets under construction are accounted for at cost. They are not depreciated until the accounting period in which they are brought into use. The Company brings the assets into use only once the fibre cables being laid become live. 

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

Depreciation is provided on the following basis:

Long-term leasehold property
-
5 years
Plant and machinery
-
6-7 years
Motor vehicles
-
5 years
Fixtures and fittings
-
6-7 years
Computer equipment
-
3 years
Active Network
-
5-8 years
Passive Network
-
25 years
Assets under construction
-
Not depreciated

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

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

Page 16


FULL FIBRE LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
2.13

IMPAIRMENT OF FIXED ASSETS AND GOODWILL

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.14

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.

 
2.15

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.

 
2.16

CREDITORS

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

 
2.17

FINANCIAL INSTRUMENTS

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of income and retained earnings.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate
Page 17


FULL FIBRE LIMITED

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

2.ACCOUNTING POLICIES (continued)


2.17
FINANCIAL INSTRUMENTS (CONTINUED)

for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the Statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

 
2.18

PRIOR YEAR RESTATED

The pior year figures have been adjusted to include a reclassfication of Cost of Sales. £400,531 has been reclassfified from administrative expenses to cost of sales.
The prior year figures in the balance sheet have been restated in relation to a classification of intercompany debt between creditors due in less than one year and creditors due in more than one year.

Page 18


FULL FIBRE LIMITED

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

3.



JUDGEMENTS 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 2.12 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 intangible and 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.
A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The Directors have concluded that due to the interdependency of cashflows on the asset base within the group, there is one cash generating unit.
Long term contract accounting: Contracts are valued (both in terms of cost and revenue) by the in house project managers based on their experience in the industry and their knowledge of the contract in question.
Useful economic life of intangible assets: Amortisation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives. The bases for amortisation charges are detailed in note 2.11 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 license terms and existing knowledge and experience of the sector in which the business operates.


4.


TURNOVER

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Recurring network revenue
1,025,920
196,745

Activation fees
57,925
10,575

Project revenue
26,484
1,490,113

1,110,329
1,697,433


All turnover arose within the United Kingdom.

Page 19


FULL FIBRE LIMITED

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

5.


OPERATING LOSS

The operating loss is stated after charging:

2023
2022
£
£

Exchange differences
2,094
2,288

Other operating lease rentals
450,837
487,816

Depreciation
3,207,734
1,122,089

Amortisation
449,918
218,889


6.


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.


7.


EMPLOYEES

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


2023
2022
£
£

Wages and salaries
3,007,194
2,494,964

Social security costs
1,169,281
884,891

Cost of defined contribution scheme
288,447
235,850

4,464,922
3,615,705


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


        2023
        2022
            No.
            No.







Staff
240
203

Page 20


FULL FIBRE LIMITED

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

8.


DIRECTORS' REMUNERATION

2023
2022
£
£

Directors' emoluments
267,567
289,583

Company contributions to defined contribution pension schemes
1,321
1,321

268,888
290,904


During the year retirement benefits were accruing to 1 director (2022:1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £143,656 (2022:£141,250).


9.


INTEREST RECEIVABLE

2023
2022
£
£


Interest receivable
89,732
4,709

89,732
4,709


10.


INTEREST PAYABLE AND SIMILAR EXPENSES

2023
2022
£
£


Loans from Parent company interest payable
1,333
-

Other loan interest payable
7,452,868
3,743,727

7,454,201
3,743,727


11.


TAXATION


2023
2022
£
£



TOTAL CURRENT TAX
-
-

DEFERRED TAX

TOTAL DEFERRED TAX
-
-


TAX ON LOSS
-
-
Page 21


FULL FIBRE LIMITED

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


FACTORS AFFECTING TAX CHARGE FOR THE YEAR

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

2023
2022
£
£


Loss on ordinary activities before tax
(23,101,467)
(11,240,346)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022:19%)
(5,433,592)
(2,135,666)

EFFECTS OF:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
1,815,249
370,070

Fixed asset differences
(125,385)
(214,456)

R&D expenditure credits
-
4,960

Remeasurement of deferred taxfor changes in tax rates
(235,482)
(623,714)

Movement in deferred tax notrecognised
3,979,210
2,598,806

TOTAL TAX CHARGE FOR THE YEAR
-
-

Page 22


FULL FIBRE LIMITED

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

12.


INTANGIBLE ASSETS




Software development

£



COST


At 1 January 2023
942,156


Additions
326,004



At 31 December 2023

1,268,160



AMORTISATION


At 1 January 2023
271,795


Charge for the year
449,918



At 31 December 2023

721,713



NET BOOK VALUE



At 31 December 2023
546,447



At 31 December 2022
670,361



Page 23


FULL FIBRE LIMITED

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

13.


TANGIBLE FIXED ASSETS





Long-term leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Network

£
£
£
£
£



COST OR VALUATION


At 1 January 2023
151,786
820,380
281,704
82,057
37,588,500


Additions
49,718
131,514
-
8,350
28,529,087


Disposals
-
-
(180,475)
-
-


Transfers between classes
-
-
-
-
8,202,596



At 31 December 2023

201,504
951,894
101,229
90,407
74,320,183



DEPRECIATION


At 1 January 2023
25,772
123,427
98,471
28,610
1,000,958


Charge for the year
52,271
162,893
27,552
12,575
2,913,017


Disposals
-
-
(71,061)
-
-


Impairment charge
-
-
-
-
1,554,017



At 31 December 2023

78,043
286,320
54,962
41,185
5,467,992



NET BOOK VALUE



At 31 December 2023
123,461
665,574
46,267
49,222
68,852,191



At 31 December 2022
126,014
696,953
183,233
53,447
36,587,542
Page 24


FULL FIBRE LIMITED

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

           13.TANGIBLE FIXED ASSETS (CONTINUED)


Computer equipment
Assets under construction
Total

£
£
£



COST OR VALUATION


At 1 January 2023
485,421
6,581,441
45,991,289


Additions
95,204
5,904,489
34,718,362


Disposals
-
-
(180,475)


Transfers between classes
-
(8,202,596)
-



At 31 December 2023

580,625
4,283,334
80,529,176



DEPRECIATION


At 1 January 2023
194,692
-
1,471,930


Charge for the year
39,426
-
3,207,734


Disposals
-
-
(71,061)


Impairment charge
-
544,246
2,098,263



At 31 December 2023

234,118
544,246
6,706,866



NET BOOK VALUE



At 31 December 2023
346,507
3,739,088
73,822,310



At 31 December 2022
290,729
6,581,441
44,519,359


13.


TANGIBLE FIXED ASSETS (CONTINUED)

Management perform an impairment review at year end to assess whether there are any sites which are no longer expected to be ready-for-service (RFS) premises and hence generate future economic benefit. Impairment charges have been recognised accordingly.


14.


DEBTORS

2023
2022
£
£


Trade debtors
396,825
903,976

Other debtors
3,186,439
2,200,444

Prepayments and accrued income
655,511
1,823,990

4,238,775
4,928,410


Page 25


FULL FIBRE LIMITED

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

15.


CASH AND CASH EQUIVALENTS

2023
2022
£
£

Cash at bank and in hand
5,224,816
16,722,726

5,224,816
16,722,726



16.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

As restated
2023
2022
£
£

Trade creditors
1,825,923
2,137,228

Amounts owed to group undertakings
119,787,574
80,034,707

Other taxation and social security
403,183
363,154

Other creditors
263,675
262,345

Accruals and deferred income
3,178,121
2,568,084

125,458,476
85,365,518


Included in amounts owed to group undertakings is an unsecured intercompany loans of £119,388,513  (2022: £79,635,645) 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 £12,095,713 (2022: £4,642,845) of interest had been accrued and is included in the above.
Page 26


FULL FIBRE LIMITED

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

17.


DEFERRED TAXATION


A net deferred tax liability of £9,621,530 (2022: £5,815,319) in respect of fixed asset timing differences has been offset by a net deferred tax asset in respect of tax losses of £9,570,166 (2022: £5,804,725) and a net deferred tax asset in respect of short term timing differences of £51,364 (2022: £10,594).
The Company is still in the formative stages of deploying network and growing a revenue-generating customer base on the network, and has to date not generated a profit. The Company requires a critical mass of customers live on the network to generate a profit. Due to lack of certainty as to the timing of when the Company can then utilise the tax losses, a further deferred tax asset has not been recognised. 
The Company has an unrecognised a net deferred tax asset in respect of the tax losses of £8,277,957 (2022: £4,298,748).


18.


SHARE CAPITAL

2023
2022
£
£
ALLOTTED, CALLED UP AND FULLY PAID



37,250 (2022:37,250) Ordinary shares of £1.00 each
37,250
37,250


19.


RESERVES

Share premium account

Includes any premiums received on issue of share capital.

Profit and loss account

Profit and loss account comprises all current and prior period accumulated profits and losses, after
declared dividends.


20.


FINANCIAL COMMITMENTS, GUARANTEES AND CONTINGENCIES


The financial commitments, guarantees and contingencies not provided for comprise:

2023
2022
£
£


Commitments under license agreements
2,026,898
801,531

2,026,898
801,531


21.


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 £288,447 (2022: £235,850). Contributions totalling £51,294 (2022: £42,835) were payable to the fund at the reporting date and are included in creditors.

Page 27


FULL FIBRE LIMITED

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

22.


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:

2023
2022
£
£


Not later than 1 year
452,808
25,300

Later than 1 year and not later than 5 years
756,784
1,459,660

1,209,592
1,484,960


23.OTHER FINANCIAL COMMITMENTS

Included in other debtors is an amount of £1,000,000 held on deposit by the company's banker over which there is a first legal charge.


24.


RELATED PARTY TRANSACTIONS

As a wholly owned subsidiary of Iris Infra Limited, the Company has taken advantage of the exemption in Financial Reporting Standard 102 Section 33 "Related party disclosures" in not disclosing intra Group transactions where 100% of the voting rights are controlled within the Group.
During the year Full Fibre Limited paid a company owned by a director £26,957 (2022: £26,957) for costs in relation to equipment and staff recharges. At the year end £5,391 (2022: £Nil) was owed to the company.
During the year Full Fibre Limited made sales to a company owned by a director in relation to wholesale revenue for the monthly rental of circuits amounting to £Nil (2022: £4,952). At the year end £Nil (2022: £Nil) was owed by the company.
At the year end £252,669 (2022: £252,669) was owed to a Director.


25.


POST BALANCE SHEET EVENTS

During 2024, a further intercompany loan of £42,079,303 was advanced from Iris Infra Holdco Limited. 
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.

Page 28


FULL FIBRE LIMITED

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

26.


CONTROLLING PARTY

The company's immediate parent undertaking is Iris Infra Limited (15076531), 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 29