Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-31truetruetruetrue505361043457112023-01-01falseNo description of principal activitytrue55falsefalse 13055379 2023-01-01 2023-12-31 13055379 2022-01-01 2022-12-31 13055379 2023-12-31 13055379 2022-12-31 13055379 2022-01-01 13055379 5 2023-01-01 2023-12-31 13055379 5 2022-01-01 2022-12-31 13055379 1 2023-01-01 2023-12-31 13055379 e:CompanySecretary1 2023-01-01 2023-12-31 13055379 e:Director1 2023-01-01 2023-12-31 13055379 e:Director2 2023-01-01 2023-12-31 13055379 e:Director2 2023-12-31 13055379 e:Director3 2023-01-01 2023-12-31 13055379 e:Director4 2023-01-01 2023-12-31 13055379 e:Director5 2023-01-01 2023-12-31 13055379 e:Director5 2023-12-31 13055379 e:RegisteredOffice 2023-01-01 2023-12-31 13055379 d:CurrentFinancialInstruments 2023-12-31 13055379 d:CurrentFinancialInstruments 2022-12-31 13055379 d:Non-currentFinancialInstruments 2023-12-31 13055379 d:Non-currentFinancialInstruments 2022-12-31 13055379 d:Non-currentFinancialInstruments d:AfterOneYear 2023-12-31 13055379 d:Non-currentFinancialInstruments d:AfterOneYear 2022-12-31 13055379 d:ShareCapital 2023-01-01 2023-12-31 13055379 d:ShareCapital 2023-12-31 13055379 d:ShareCapital 2022-12-31 13055379 d:ShareCapital 2022-01-01 13055379 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 13055379 d:RetainedEarningsAccumulatedLosses 2023-12-31 13055379 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 13055379 d:RetainedEarningsAccumulatedLosses 2022-12-31 13055379 d:RetainedEarningsAccumulatedLosses 2022-01-01 13055379 e:OrdinaryShareClass1 2023-01-01 2023-12-31 13055379 e:OrdinaryShareClass1 2023-12-31 13055379 e:OrdinaryShareClass1 2022-12-31 13055379 e:FRS102 2023-01-01 2023-12-31 13055379 e:Audited 2023-01-01 2023-12-31 13055379 e:FullAccounts 2023-01-01 2023-12-31 13055379 e:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 13055379 d:Subsidiary1 2023-01-01 2023-12-31 13055379 d:Subsidiary1 1 2023-01-01 2023-12-31 13055379 d:Subsidiary2 2023-01-01 2023-12-31 13055379 d:Subsidiary2 1 2023-01-01 2023-12-31 13055379 d:Subsidiary3 2023-01-01 2023-12-31 13055379 d:Subsidiary3 1 2023-01-01 2023-12-31 13055379 d:Subsidiary4 2023-01-01 2023-12-31 13055379 d:Subsidiary4 1 2023-01-01 2023-12-31 13055379 d:Subsidiary5 2023-01-01 2023-12-31 13055379 d:Subsidiary5 1 2023-01-01 2023-12-31 13055379 d:Subsidiary6 2023-01-01 2023-12-31 13055379 d:Subsidiary6 1 2023-01-01 2023-12-31 13055379 d:Subsidiary7 2023-01-01 2023-12-31 13055379 d:Subsidiary7 1 2023-01-01 2023-12-31 13055379 2 2023-01-01 2023-12-31 13055379 6 2023-01-01 2023-12-31 13055379 f:PoundSterling 2023-01-01 2023-12-31 iso4217:GBP xbrli:shares xbrli:pure

Registered number: 13055379
















IRIS INFRA HOLDCO LIMITED




ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023


































img1f75.png


IRIS INFRA HOLDCO 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
K Plahay



REGISTERED NUMBER
13055379



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






IRIS INFRA HOLDCO LIMITED


CONTENTS



Page
Strategic report
1 - 4
Directors' report
5 - 7
Directors' responsibilities statement
8
Independent auditors' report
9 - 12
Statement of comprehensive income
13
Statement of financial position
14
Statement of changes in equity
15
Notes to the financial statements
16 - 25


IRIS INFRA HOLDCO 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 Master Holdco Ltd, whose ultimate parent is Basalt Infrastructure III LLP (“Basalt”), an infrastructure investment fund.
The company received funding of £40.3m of intercompany loan notes during the year (2022: £60.6m) from Iris Holdco Ltd, whose ultimate parent is Basalt Infrastructure III LLP.
The company reported a loss before tax of £0.5m for the year (2022: £0.4m).

MARKET OVERVIEW AND INDUSTRY TRENDS

The UK broadband market continues to evolve rapidly, driven by increasing demand for high-speed internet services. The transition to remote working and the growing use of streaming services, online education, and ecommerce have accelerated the need for reliable and fast broadband connections. Increasingly seen as a required utility service, the need for fast and reliable broadband is ever increasing with approximately 19 million households now able to access Full Fibre broadband.
Key industry trends impacting our business include:
Fibre Expansion: The rollout of fibre networks gained significant momentum, with both private and public sector investments increasing. As a major player in the broadband infrastructure space, we are well-positioned to continue to capture a significant share of this growth.
5G Deployment: The ongoing rollout of 5G networks provides new opportunities for broadband providers to enhance their service offerings and meet the increasing demand for mobile data. 
Regulatory Developments: The UK government continues to support the rollout of full-fibre networks, with initiatives such as Project Gigabit providing financial incentives for infrastructure providers.

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 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.

Page 1


IRIS INFRA HOLDCO LIMITED


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

FINANCIAL KEY PERFORMANCE INDICATORS
 
The trading subsidiaries' 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

DIRECTORS' STATEMENT OF COMPLIANCE WITH DUTY TO PROMOTE THE SUCCESS OF THE COMPANY
 
In accordance with Section 172(1) of the Companies Act 2006, the Directors of Iris Infra Holdco Limited confirm their duty to promote the success of the Company for the benefit of its members as a whole. In doing so, they have had regard to the following matters:
Likely Consequences of Decisions in the Long Term
The Company’s strategy prioritises sustainable growth and technological innovation to meet the growing demand for fibre optic broadband across the UK. Strategic decisions are evaluated to ensure they align with the long-term interests of stakeholders.
Interests of the Company’s Employees
The Company’s commitment to employee engagement, wellbeing, and professional development ensures that our workforce remains motivated and equipped to contribute effectively to the Company’s success.
Fostering Relationships with Suppliers, Customers, and Others
The Company’s collaborative approach with suppliers, customers, and other stakeholders ensures that their needs and expectations are understood and addressed effectively. This fosters trust, loyalty, and mutual benefit.
Impact on the Community and the Environment
Environmental sustainability is embedded in the Company’s operations, with significant investments in energy efficiency, emissions reduction, and community engagement initiatives.
High Standards of Business Conduct
The Company adheres to robust corporate governance frameworks, ethical practices, and compliance with all regulatory requirements.
Acting Fairly Between Members of the Company
Transparent communication with shareholders ensures that their interests are consistently considered in decision-making.
The Directors believe that these considerations have been effectively integrated into the Company’s decision-making processes throughout the year.

Page 2


IRIS INFRA HOLDCO LIMITED


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

OUTLOOK
 
The Company and its trading subsidiaries are 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 and its trading subsidiaries 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.
We thank our employees, customers, and shareholders for their continued support as we work towards our mission of building a connected future for all.

GOING CONCERN

The Company operates as a holding company, and consequently, the assessment of going concern is contingent upon the future trading capabilities of its subsidiaries. 
As of 31 December, the Company reported a loss of £0.5 million (2022: £0.4 million) and net liabilities amounting to £1 million (2022: £0.5 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 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 the immediate parent Iris Infra Master Holdco Limited and its subsidiaries as set out in Note 9.
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. Note 14 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.  

Page 3


IRIS INFRA HOLDCO LIMITED


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

GOING CONCERN (CONTINUED)

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 on 27 January 2025 and signed on its behalf.



Mr J Warner
Director
Page 4


IRIS INFRA HOLDCO 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 £508,772 (2022: loss £435,474).

No dividends (£nil) were paid during the year ended 31 December 2023 (2022: £Nil).

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.

Page 5


IRIS INFRA HOLDCO LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

The Company strives to build sustainable, equitable, healthy, and diverse communities through a combination of innovative business practises and exemplary environmental, social and governance (ESG) performance. This commitment informs every aspect of our business, including how we design and build new projects, operate our company, collaborate with stakeholders and report progress.
Engaging with Suppliers
 
The Company maintains collaborative relationships with a robust network of suppliers to ensure the efficient delivery of fibre-optic broadband infrastructure with ethical procurement. Key engagement practices include:
Supplier Partnerships: Establishing long-term contracts that promote mutual growth and innovation.
Sustainability Alignment: Engaging suppliers on their sustainability practices to align with the Company’s environmental commitments.
Performance Reviews: Regular supplier evaluations to ensure quality, cost efficiency, and timely delivery.

Engaging with Customers
 
The Company’s customers range from individual households to large enterprises. Our engagement practices are designed to enhance customer satisfaction and loyalty:
Customer Feedback Channels: Surveys, focus groups, and direct feedback channels allow us to tailor our services to customer needs.
Proactive Communication: Dedicated customer support teams provide updates on service installations and maintenance.
Digital Innovation: Investments in technology to ensure seamless access to account management and support.

Engaging with Other Stakeholders
 
The Company engages with a range of external stakeholders, including local authorities, regulators, and community groups, to support the successful delivery of projects:
Regulatory Compliance: Active dialogue with Ofcom and other regulatory bodies ensures adherence to industry standards.
Community Engagement: Partnerships with local councils and community groups facilitate smooth project
rollouts and address local concerns.
Investor Relations: Regular updates, presentations, and reports ensure transparency with investors.

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 6


IRIS INFRA HOLDCO LIMITED
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
POST BALANCE SHEET EVENTS

During 2024 a further £42,079,303 of unsecured loan notes were issued.
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 7


IRIS INFRA HOLDCO 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 8


IRIS INFRA HOLDCO LIMITED

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IRIS INFRA HOLDCO LIMITED
OPINION


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


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its 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 2.4 in the financial statements, which indicates that the Company incurred a net loss of £0.5m (2022: £0.4m) during the year ended 31 December 2023 and, as of that date, the Company had net liabilities of £1m (2022: £0.5m). 


The Company’s ability to continue as a going concern is dependent on it'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 2.4, these events or conditions, along with other matters as set forth in Note 2.4, 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 9


IRIS INFRA HOLDCO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IRIS INFRA HOLDCO LIMITED (CONTINUED)

OTHER INFORMATION


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


We have nothing to report in this regard.


OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
 

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


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


MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
 

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


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


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


RESPONSIBILITIES OF DIRECTORS
 

As explained more fully in the Directors' responsibilities statement set out on page 8, 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 10


IRIS INFRA HOLDCO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IRIS INFRA HOLDCO 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, key drivers for directors’ remuneration, bonus levels and performance targets
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 11


IRIS INFRA HOLDCO LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF IRIS INFRA HOLDCO 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 12


IRIS INFRA HOLDCO LIMITED

 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Interest receivable and similar income
 6 
9,596,302
3,743,726

Interest payable and similar expenses
 7 
(10,105,074)
(4,179,200)

LOSS BEFORE TAX
  
(508,772)
(435,474)

LOSS FOR THE FINANCIAL YEAR
  
(508,772)
(435,474)

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

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 16 to 25 form part of these financial statements.
Page 13


IRIS INFRA HOLDCO LIMITED
REGISTERED NUMBER:13055379

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

FIXED ASSETS
  

Investments
 9 
5,586,183
5,555,556

  
5,586,183
5,555,556

CURRENT ASSETS
  

Debtors: amounts falling due after more than one year
 10 
230,634,586
80,887,372

Debtors: amounts falling due within one year
 10 
394,302
394,302

  
231,028,888
81,281,674

TOTAL ASSETS LESS CURRENT LIABILITIES
  
 
 
236,615,071
 
 
86,837,230

Creditors: amounts falling due after more than one year
 11 
(237,623,393)
(87,367,406)

  

NET LIABILITIES
  
(1,008,322)
(530,176)


CAPITAL AND RESERVES
  

Called up share capital 
 12 
66,677
36,051

Profit and loss account
  
(1,074,999)
(566,227)

  
(1,008,322)
(530,176)


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 16 to 25 form part of these financial statements.
Page 14


IRIS INFRA HOLDCO LIMITED


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


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2022
36,051
(130,753)
(94,702)


COMPREHENSIVE INCOME FOR THE YEAR

Loss for the year
-
(435,474)
(435,474)



At 1 January 2023
36,051
(566,227)
(530,176)


COMPREHENSIVE INCOME FOR THE YEAR

Loss for the year
-
(508,772)
(508,772)


CONTRIBUTIONS BY AND DISTRIBUTIONS TO OWNERS

Shares issued during the year
30,626
-
30,626


AT 31 DECEMBER 2023
66,677
(1,074,999)
(1,008,322)


The notes on pages 16 to 25 form part of these financial statements.

Page 15


IRIS INFRA HOLDCO LIMITED

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

1.


GENERAL INFORMATION

Iris Infra Holdco Limited 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 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.

 
2.3

EXEMPTION FROM PREPARING CONSOLIDATED FINANCIAL STATEMENTS

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 16


IRIS INFRA HOLDCO LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
2.4

GOING CONCERN

The Company operates as a holding company, and consequently, the assessment of going concern is contingent upon the future trading capabilities of its subsidiaries. 
As of 31 December, the Company reported a loss of £0.5 million (2022: £0.4 million) and net liabilities amounting to £1 million (2022: £0.5 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 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 the immediate parent Iris Infra Master Holdco Limited and its subsidiaries as set out in Note 9.
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. Note 14 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 17


IRIS INFRA HOLDCO LIMITED

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

2.ACCOUNTING POLICIES (continued)

 
2.5

INTEREST INCOME

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

 
2.6

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.

 
2.7

BORROWING COSTS

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.8

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.9

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.

 
2.10

FINANCIAL INSTRUMENTS

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's Statement of financial position when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the
Page 18


IRIS INFRA HOLDCO LIMITED

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

2.ACCOUNTING POLICIES (continued)


2.10
FINANCIAL INSTRUMENTS (CONTINUED)

recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Page 19


IRIS INFRA HOLDCO LIMITED

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

2.ACCOUNTING POLICIES (continued)


2.10
FINANCIAL INSTRUMENTS (CONTINUED)


Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.


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:
Impairment of fixed asset investments - At each reporting date management assess whether there are any indicators of impairment taking into account significant changes in the economic environment in which the entity operates, the trading performance of its subsidiary and future revenue streams which require an element of judgement.
Recoverability of intercompany debtor - Included in debtors less than one year is a balance due from the company’s subsidiary for £230,634,586, recoverability of which will be dependent on the financial performance of the trading entity.    The directors are of the opinion that the entity will have adequate cash resources to continue operations for the foreseeable future, upon which the trading company is expected to turn operationally cash-flow positive.
The recoverability of intercompany debtor balances is a key area of judgment in the preparation of these financial statements. Management assesses whether intercompany debtor balances are recoverable based on the financial position, liquidity, and future cash flow projections of the debtor entity, as well as the nature and terms of the intercompany arrangements. In making this judgment, management considers:

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

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

Page 20


IRIS INFRA HOLDCO LIMITED

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

4.


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.


5.


EMPLOYEES




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


        2023
        2022
            No.
            No.







Directors
5
5


6.


INTEREST RECEIVABLE

2023
2022
£
£


Interest receivable from group companies
9,596,302
3,743,726

9,596,302
3,743,726


7.


INTEREST PAYABLE AND SIMILAR EXPENSES

2023
2022
£
£


Other loan interest payable to Parent entity
10,105,074
4,179,200

10,105,074
4,179,200


8.


TAXATION


2023
2022
£
£



TOTAL CURRENT TAX
-
-

DEFERRED TAX

TOTAL DEFERRED TAX
-
-


TAXATION ON PROFIT ON ORDINARY ACTIVITIES
-
-
Page 21


IRIS INFRA HOLDCO LIMITED

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
8.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
(508,772)
(435,474)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022: 19%)
(119,666)
(82,740)

EFFECTS OF:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
183,751
15,402

Remeasurement of deferred tax for changes intax rates
4,031
(21,265)

Movement in deferred tax not recognised
(68,116)
88,603

TOTAL TAX CHARGE FOR THE YEAR
-
-


9.


FIXED ASSET INVESTMENTS





Investments in subsidiary companies

£



COST


At 1 January 2023
5,555,556


Additions
30,627



At 31 December 2023
5,586,183




Page 22


IRIS INFRA HOLDCO LIMITED

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

SUBSIDIARY UNDERTAKINGS


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Full Fibre Limited
Aperture, Pynes Hill, Exeter, EX2 5AZ
Ordinary
100%
Iris Infra Limited
Aperture, Pynes Hill, Exeter, EX2 5AZ
Ordinary
100%
Digital Master Holdco Limited
Aperture, Pynes Hill, Exeter, EX2 5AZ
Ordinary
100%
Digital Holdings Ltd
Aperture, Pynes Hill, Exeter, EX2 5AZ
Ordinary
100%
Digital Infrastructure Services Limited
Aperture, Pynes Hill, Exeter, EX2 5AZ
Ordinary
100%
Digital Infrastructure Limited
Aperture, Pynes Hill, Exeter, EX2 5AZ
Ordinary
100%
BeFibre Limited
Aperture, Pynes Hill, Exeter, EX2 5AZ
Ordinary
100%

Page 23


IRIS INFRA HOLDCO LIMITED

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

10.


DEBTORS

2023
2022
£
£

DUE AFTER MORE THAN ONE YEAR

Amounts owed by group undertakings
230,634,586
79,635,645

Amounts owed by related parties
-
1,251,727

230,634,586
80,887,372


2023
2022
£
£

DUE WITHIN ONE YEAR

Amounts owed by group undertakings
359,051
394,302

Other debtors
35,251
-

394,302
394,302



11.


CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2023
2022
£
£

Amounts owed to related parties
237,623,392
87,367,406

Other creditors
1
-

237,623,393
87,367,406


Included in amounts owed to related parties are unsecured loan notes of £225,444,493 (2022: £145,404,964) to the Parent company of Iris Infra Master Holdco Limited. The loan notes are repayable the earlier of seven years after date of creation of the instrument or an exit. Interest will accrue at 8% and will be capitalised on each 12 month anniversary of the date of the agreement if not paid. During the year interest of £9,494,828 (2022: £3,743,726) was incurred on these loan notes.

Page 24


IRIS INFRA HOLDCO LIMITED

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

12.


SHARE CAPITAL

2023
2022
£
£
ALLOTTED, CALLED UP AND FULLY PAID



6,667,700 (2022: 3,605,100) Ordinary shares of £0.01 each
66,677
36,051


On the 8 January 2021 3,605,000 £0.01 ordinary shares were issued at par.
On the 26 September 2023 3,026,000 £0.01 ordinary shares were issued at par.


13.


RELATED PARTY TRANSACTIONS

As a wholly owned subsidiary of Iris Infra Master Holdco 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 £5,053,610 (2022: £Nil) was novated from Digital Master Holdco Limited in relation to existing balances owed to non-controlling interests. Interest will accrue at 8% and will be capitalised on each 12 month anniversary of the date of the agreement if not paid.
During the year £Nil  (2022: £3,955,556) of loan notes were issued to non-controlling interests. Interest incurred in the year on these loan notes was £584,818 (2022: £390,155). These are included in amounts owed to related parties. Interest will accrue at 8% and will be capitalised on each 12 month anniversary of the date of the agreement if not paid.
The principal and the accrued interest is included in amounts due to related parties £11,683,241 (2022: £6,044,813).

14.


POST BALANCE SHEET EVENTS

During 2024 a further £42,079,303 of unsecured loan notes were issued. 
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.

15.


CONTROLLING PARTY

The company's immediate parent undertaking is Iris Infra Master Holdco Limited (13055343).
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 25