FOR THE YEAR ENDED 31 DECEMBER 2023
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DIGITAL INFRASTRUCTURE LTD
COMPANY INFORMATION
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DIGITAL INFRASTRUCTURE LTD
CONTENTS
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DIGITAL INFRASTRUCTURE LTD
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. The comparative figures are for the 13 month period to 31 December 2022.
The Directors who served during the year were:
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.
The auditors, Bishop Fleming LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.
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DIGITAL INFRASTRUCTURE LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
As of 31 December, the Company reported a loss of £15.2 million (2022: £7.0 million) and net liabilities amounting to £23.8 million (2022: £8.6 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 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 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 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.
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DIGITAL INFRASTRUCTURE LTD
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
The Directors are responsible for preparing 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 2006. They 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.
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DIGITAL INFRASTRUCTURE LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DIGITAL INFRASTRUCTURE LTD
We have audited the financial statements of Digital Infrastructure Ltd (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 policies. The 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).
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.
We draw attention to note 2.2 in the financial statements, which indicates that the Company incurred a net loss of £15.2m (2022: £7.0m) during the year ended 31 December 2023 and, as of that date, the Company had net liabilities of £23.8m (2022: £8.6m).
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.
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DIGITAL INFRASTRUCTURE LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DIGITAL INFRASTRUCTURE LTD (CONTINUED)
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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Directors' report has been prepared in accordance with applicable legal requirements.
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 Directors' report.
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DIGITAL INFRASTRUCTURE LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DIGITAL INFRASTRUCTURE LTD (CONTINUED)
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.
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DIGITAL INFRASTRUCTURE LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF DIGITAL INFRASTRUCTURE LTD (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.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.
for and on behalf of
Chartered Accountants
Statutory Auditors
2nd Floor Stratus House
Emperor Way
Exeter Business Park
EX1 3QS
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DIGITAL INFRASTRUCTURE LTD
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
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DIGITAL INFRASTRUCTURE LTD
REGISTERED NUMBER:12705502
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 11 to 21 form part of these financial statements.
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DIGITAL INFRASTRUCTURE LTD
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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DIGITAL INFRASTRUCTURE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Digital Infrastructure Ltd is a private company limited by shares incorporated in England and Wales. The
registered office is Aperture, Pynes Hill, Exeter, England, EX2 5AZ.
2.ACCOUNTING POLICIES
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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DIGITAL INFRASTRUCTURE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.ACCOUNTING POLICIES (continued)
As of 31 December, the Company reported a loss of £15.2 million (2022: £7.0 million) and net liabilities amounting to £23.8 million (2022: £8.6 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 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 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 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.
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DIGITAL INFRASTRUCTURE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.ACCOUNTING POLICIES (continued)
Functional and presentation currency
Transactions and balances
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DIGITAL INFRASTRUCTURE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.ACCOUNTING POLICIES (continued)
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:
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.
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DIGITAL INFRASTRUCTURE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.ACCOUNTING POLICIES (continued)
The balance sheet restatement in 2022 represents a remapping of creditors due to group entities from other creditors so that these can be eliminated at consolidated level.
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DIGITAL INFRASTRUCTURE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Useful economic life of fixed assets: Depreciation is charges 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 2.7 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 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.
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DIGITAL INFRASTRUCTURE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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DIGITAL INFRASTRUCTURE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
6.TANGIBLE FIXED ASSETS (CONTINUED)
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DIGITAL INFRASTRUCTURE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
7.DEBTORS (CONTINUED)
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DIGITAL INFRASTRUCTURE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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.
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DIGITAL INFRASTRUCTURE LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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.
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