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Registered number: 13406629
















BE FIBRE LTD




DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023


































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BE FIBRE LTD

 
COMPANY INFORMATION


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




COMPANY SECRETARY
K Plahay



REGISTERED NUMBER
13406629



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






BE FIBRE LTD


CONTENTS



Page
Directors' report
1 - 3
Directors' responsibilities statement
4
Independent auditors' report
5 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 18



BE FIBRE 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 prior period comparatives cover a 13 month period to 31 December 2022.

PRINCIPAL ACTIVITY

The principal activity of the company continued to be that of telecommunications activities.

DIRECTORS

The Directors who served during the year were:

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

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.

AUDITORS

The auditorsBishop Fleming LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

SMALL COMPANIES NOTE

In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

Page 1


BE FIBRE LTD
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
GOING CONCERN

As of 31 December, the Company reported a loss of £4.2 million (2022: £2.3 million) and net liabilities amounting to £6.5 million (2022: £2.4 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 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 Digital Infrastructure Services 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. 

Page 2


BE FIBRE LTD
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
This report was approved by the board and signed on its behalf.
 


J S Warner
Director

Date: 27 January 2025

Aperture
Pynes Hill
Exeter
Devon
EX2 5AZ

Page 3


BE FIBRE 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 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 4


BE FIBRE LTD

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BE FIBRE LTD
OPINION


We have audited the financial statements of Be Fibre 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 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 2.2 in the financial statements, which indicates that the Company incurred a net loss of £4.2m (2022: £2.3m) during the year ended 31 December 2023 and, as of that date, the Company had net liabilities of £6.5m (2022: £2.4m).   


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 2.2, 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 5


BE FIBRE LTD
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BE FIBRE LTD (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 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.


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 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; or
the Directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a Strategic report.


RESPONSIBILITIES OF DIRECTORS
 

As explained more fully in the Directors' responsibilities statement set out on page 4, 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 6


BE FIBRE LTD
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BE FIBRE LTD (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 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 7


BE FIBRE LTD
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BE FIBRE 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.


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 8


BE FIBRE LTD

 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

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

  

Turnover
  
845,003
21,105

Cost of sales
  
(984,703)
(92,280)

Gross loss
  
(139,700)
(71,175)

Administrative expenses
  
(3,873,124)
(2,169,150)

Operating loss
  
(4,012,824)
(2,240,325)

Interest payable and similar expenses
  
(153,029)
(52,508)

Loss before tax
  
(4,165,853)
(2,292,833)

Loss for the financial year
  
(4,165,853)
(2,292,833)

Other comprehensive income for the year
  

Total comprehensive income for the year
  
(4,165,853)
(2,292,833)

The notes on pages 12 to 18 form part of these financial statements.

Page 9


BE FIBRE LTD
REGISTERED NUMBER:13406629

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

  

Current assets
  

Debtors
 5 
308,143
68,321

Cash at bank and in hand
 6 
146,916
112,854

  
455,059
181,175

Creditors: amounts falling due within one year
 7 
(6,991,652)
(2,551,915)

Net current liabilities
  
 
 
(6,536,593)
 
 
(2,370,740)

Total assets less current liabilities
  
(6,536,593)
(2,370,740)

  

Net liabilities
  
(6,536,593)
(2,370,740)


Capital and reserves
  

Called up share capital 
  
100
100

Profit and loss account
  
(6,536,693)
(2,370,840)

  
(6,536,593)
(2,370,740)


The Company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

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





J S Warner
Director

Date: 27 January 2025

The notes on pages 12 to 18 form part of these financial statements.

Page 10


BE FIBRE LTD


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


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 December 2021
100
(78,007)
(77,907)


Comprehensive income for the period

Loss for the period
-
(2,292,833)
(2,292,833)



At 1 January 2023
100
(2,370,840)
(2,370,740)


Comprehensive income for the year

Loss for the year
-
(4,165,853)
(4,165,853)


At 31 December 2023
100
(6,536,693)
(6,536,593)


The notes on pages 12 to 18 form part of these financial statements.

Page 11


BE FIBRE LTD

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

1.


GENERAL INFORMATION

Be Fibre 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

 
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.

The following principal accounting policies have been applied:

Page 12


BE FIBRE LTD

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

2.ACCOUNTING POLICIES (continued)

 
2.2

GOING CONCERN

As of 31 December, the Company reported a loss of £4.2 million (2022: £2.3 million) and net liabilities amounting to £6.5 million (2022: £2.4 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 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 Digital Infrastructure Services 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. 

Page 13


BE FIBRE LTD

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

2.ACCOUNTING POLICIES (continued)

 
2.3

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.

 
2.4

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.

 
2.5

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 14


BE FIBRE LTD

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

2.ACCOUNTING POLICIES (continued)

 
2.6

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.

 
2.7

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.

 
2.10

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 for measuring any impairment loss is the current effective interest rate determined under the
Page 15


BE FIBRE LTD

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

2.ACCOUNTING POLICIES (continued)


2.10
FINANCIAL INSTRUMENTS (CONTINUED)

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.

 
2.11

PRIOR YEAR RESTATED

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.


3.


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.


4.


EMPLOYEES

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

Wages and salaries
1,828,509
914,798

Social security costs
222,074
107,348

Cost of defined contribution scheme
51,159
19,523

2,101,742
1,041,669


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
48
15

Page 16


BE FIBRE LTD

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

5.


DEBTORS


2023
2022
£
£



Trade debtors
121,052
6,196

Amounts owed by group undertakings
20,572
26,786

Other debtors
166,519
35,339

308,143
68,321



6.


CASH AND CASH EQUIVALENTS

2023
2022
£
£

Cash at bank and in hand
146,916
112,854

146,916
112,854



7.


CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2023
2022
£
£

Trade creditors
106,346
15,827

Amounts owed to group undertakings
6,838,330
2,519,269

Other creditors
46,976
16,819

6,991,652
2,551,915


Included in amounts owed to group undertakings are unsecured intercompany loans accruing interest at 8% per annum and capitalised on each 12 month anniversary of the date of the agreement if not paid. At the year end, £153,029 (2022: £52,508) of interest had been accrued and is included in the above.


8.


DEFERRED TAXATION


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 deferred tax asset has not been recognised. 
The Company has not recognised a net deferred tax asset in respect of the tax losses of £1,590,539 (2022: £585,023).

Page 17


BE FIBRE LTD

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

9.


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 £51,159 (2022: £19,523).


10.


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
77,580
-

Later than 1 year and not later than 5 years
10,578
-

88,158
-


11.


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.


12.


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.


13.


CONTROLLING PARTY

The immediate parent company 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 18