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Registered number: 10726760
WIFIRST UK LIMITED
FINANCIAL STATEMENTS
INFORMATION FOR FILING WITH THE REGISTRAR
FOR THE PERIOD ENDED 31 DECEMBER 2024
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WIFIRST UK LIMITED
REGISTERED NUMBER: 10726760
BALANCE SHEET
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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WIFIRST UK LIMITED
REGISTERED NUMBER: 10726760
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The Company has opted not to file the statement of comprehensive income in accordance with 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 on 20 May 2026.
The notes on pages 5 to 15 form part of these financial statements.
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WIFIRST UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
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At 31 December 2023 (as previously stated)
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Prior year adjustment - correction of error (Note 10)
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At 31 December 2023 (as restated)
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The notes on pages 5 to 15 form part of these financial statements.
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WIFIRST UK LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 DECEMBER 2023
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At 31 December 2022 (as previously stated)
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Prior year adjustment - correction of error on earliest period presented (Note 10)
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At 31 December 2022 (as restated)
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Loss for the period (restated)
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The notes on pages 5 to 15 form part of these financial statements.
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WIFIRST UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
The Company is a private company, limited by shares, incorporated in England and Wales, registration number 10726760. The registered office is 3rd Floor, Waverley House, 7-12 Noel Street, London, W1F 8GQ.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The Company’s Accounting Reference Date is 30 December. In accordance with the Companies Act 2006, the financial statements may be prepared to a date up to seven days before or after the Accounting Reference Date, and these financial statements have been prepared accordingly.
The following principal accounting policies have been applied:
The financial statements have been prepared on a going concern basis. The Company incurred an operating loss during the year and, at the balance sheet date, had net liabilities. The Company is also dependent on financial support from its immediate parent undertaking to meet its liabilities as they fall due.
The directors have prepared forecasts covering a period of at least 12 months from the date of approval of these financial statements. These forecasts demonstrate that the Company is expected to return to profitability, supported by a new distribution agreement effective from 1 January 2025, which provides for a guaranteed margin on operating costs. The forecasts also show that the Company will have sufficient liquidity to meet its obligations as they fall due.
The Company’s immediate parent undertaking, Wifirst SAS, has confirmed its intention to provide financial support to the Company for a period of at least 12 months from the date of approval of these financial statements and has undertaken not to demand repayment of amounts due where this would prejudice the Company’s ability to continue as a going concern. In addition, the ultimate parent undertaking, Panther Newco, has indicated its continued support for the wider group.
On the basis of the forecasts prepared and the support available from its parent and ultimate parent undertakings, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
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WIFIRST UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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:
Revenue from managed connectivity, WiFi, IPTV, IoT and related digital services is recognised over time as the services are provided, generally on a straightline basis over the contractual term, as the customer simultaneously receives and consumes the benefits of the service. Monthly recurring charges are recognised as revenue when the service is delivered. Upfront installation and configuration fees do not give rise to a separately identifiable performance obligation; these amounts are therefore deferred and recognised as revenue over the same period as the related service, reflecting the integrated nature of installation and ongoing network operation.
Where customers request additional cabling, excess construction works or technical callouts, these are treated as separate services and revenue is recognised when the work is performed. Any customer option to acquire equipment at the end of a contract term is accounted for only when exercised, with the disposal recorded at that point.
Revenue from the outright sale of licences or hardware is recognised when the Company has transferred all the significant risks and rewards of ownership to the buyer.
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WIFIRST UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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 Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
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WIFIRST UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
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WIFIRST UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In the application of the company’s accounting policies the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision effects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on the amounts recognised in the financial statements.
Tangible fixed assets - useful lives
The determination of the useful economic lives of tangible fixed assets is a key area of judgement for the Company, particularly in respect of items of plant and equipment installed at customer sites.
Although such assets are initially deployed in connection with specific customer contracts, management has determined that depreciating these assets over a standard useful economic life of five years, rather than over the initial contractual term, is appropriate. This judgement reflects the Company’s experience of frequent contract renewals and extensions, the ongoing use of assets beyond initial contract periods, and the practical ability to redeploy equipment to alternative customer sites at the end of a contract where required.
In assessing useful lives, management also considers historical asset performance, expected replacement cycles, supplier support arrangements, and the impact of technological change and evolving customer requirements, which may give rise to obsolescence before the end of an asset’s physical life.
Useful economic lives are reviewed annually and revised where there is evidence that the expected pattern of economic benefits has changed. Any changes to estimated useful lives could have a material impact on depreciation charges in the current and future periods.
Recognition and recoverability of deferred tax assets
The recognition of deferred tax assets requires management's judgement in determining the amounts to be recognised, with consideration given to the timing and level of future taxable income. Deferred tax assets are only recognised to the extent that future taxable profits will be available against which the deferred tax asset will be used. The main area of judgement for the company is the recognition and recoverability of deferred tax asset on unused tax losses and capital allowances.
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WIFIRST UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
3.Judgments in applying accounting policies (continued)
Revenue recognition
The company provides managed WiFi, internet access and related connectivity services under long-term contracts, typically between 36 and 72 months. Revenue from these recurring services is recognised over time on a straight-line basis, reflecting the continuous delivery of service and the customer’s limited ability to terminate early, as early termination requires payment of all remaining recurring charges and installation fees are non-refundable.
Many contracts include upfront installation or service access fees. Management has exercised significant judgement in concluding that these installation activities do not constitute a separate performance obligation, because the installed equipment remains the company’s property, the customer cannot benefit from installation without the ongoing managed service, and installation fees are contractually tied to the full service period. As a result, installation revenue is deferred and recognised over the contract term alongside the related service income.
Additional cabling, excess construction works and technician call-outs are treated as separate services, with revenue recognised when the work is performed.
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The average monthly number of employees, including directors, during the period was 8 (2023 - 7).
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WIFIRST UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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At 31 December 2023 (as previously stated)
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At 31 December 2023 (as restated)
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At 31 December 2023 (as previously stated)
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At 31 December 2023 (as restated)
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Charge for the period on owned assets
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At 30 December 2023 (as restated)
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WIFIRST UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Prepayments and accrued income
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
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WIFIRST UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Creditors: Amounts falling due after more than one year
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10a. Tangible fixed assets
During the year, a prior period error was identified whereby, in earlier periods, certain items of tangible fixed assets relating to sales contracts held by the Company had been paid for and capitalised in other group companies, and vice versa. As a result, assets were not recognised in the entity which held the related sales contract.
The error has been corrected by transferring the relevant assets to the appropriate group company. In accordance with FRS 102, the comparative information has been restated. The total impact of the correction on the opening balances at 31 December 2022, being the opening date of the earliest period presented in these financial statements, was a decrease in the net book value of tangible fixed assets of £162,336, consisting of a decrease in costs of £177,840 and a decrease in depreciation charged of £15,504, a decrease in amounts owed to group undertakings of £136,966, and an increase in the depreciation charge recognised in the profit and loss account, resulting in an overall increase in retained losses of £25,370.
The impact of the restatement required in the year ended 30 December 2023 was an increase in the net book value of tangible fixed assets of £159,408, consisting of an increase of costs of £142,502 and a decrease of depreciation of £16,906, an increase in amounts owed to group undertakings of £142,502, and a decrease in the depreciation charge recognised in the profit and loss account of £16,906, resulting in an overall decrease in retained losses of £16,906.
The overall correction to the opening balances at 31 December 2023 of tangible fixed assets was a decrease in cost of £35,338 and a decrease in depreciation of £32,410.
10b. Deferred income
During the year, the Director reassessed the classification of deferred income between creditors due within one year and creditors due in more than one year and concluded that amounts which will not be released within one year should be disclosed within creditors due in more than one year. As a result, the comparative figures for the year ended 30 December 2023 have been restated, with an increase in creditors due after more than one year of £86,238 and a corresponding decrease in accruals and deferred income within creditors due within one year of £86,238.
10c. Recharges to group
During the year, it was identified that the Company had paid for certain costs on behalf of the group and that revenue attributable to the Company had been recognised in other group entities in error and had not been recharged to the Company.
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WIFIRST UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
10.Prior year adjustments (continued)
The total impact of the correction on the opening balances at 31 December 2022, being the opening date of the earliest period presented in these financial statements, was a reduction in retained losses of £109,742 and a corresponding decrease in amounts owed to group undertakings of £109,742.
Further adjustments were required in respect of the year ended 30 December 2023, resulting in an decrease in amounts owed to group undertakings of £37,516 and a corresponding increase in recharges to the group recognised within sales of £37,516.
10d. Reclassification of other creditors to trade creditors
During the year, the Director reassessed the classification of creditors and concluded that creditors related to supplier invoices should be classified within trade creditors rather than other creditors. The comparatives for the year ended 30 December 2023 have been restated with an increase in trade creditors of £161,700 and a corresponding decrease in other creditors of £161,700.
10e. Reclassification of costs
During the year, the Director reassessed the classification of certain operational costs and concluded that these costs are directly attributable to the provision of sales and therefore should be classified within cost of sales rather than administration expenses. The comparatives for the year ended 30 December 2023 have been restated with an increase in cost of sales of £705,098, decrease in gross profit margin of £705,098 and a decrease in adminstration costs of £705,098. There is no impact on profit before tax, total comprehensive income or equity.
Accordingly, the opening balances at 31 December 2023 reflect the restated closing balances at 30 December 2023, rather than the figures previously reported.
Reconciliation of prior period adjustments impact on profit and loss account:
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Profit and loss account as at 31 December 2022 (as previously stated)
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Prior year adjustments : correction of errors:
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- 10a Tangible fixed assets - impact on depreciation
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- 10c Recharges to group - impact on sales
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Profit and loss account as at 31 December 2022 (as restated)
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Profit and loss account as at 31 December 2023 (as previously stated)
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Prior year adjustments : correction of errors: as at 31 December 2022
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Prior year adjustments : correction of errors
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- 10a Tangible fixed assets - impact on depreciation
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- 10c Recharges to group - impact on sales
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Profit and loss account as at 31 December 2023 (as restated)
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WIFIRST UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
The Company operates a defined contributions 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 £8,465 (2023 - £7,363) . Contributions totalling £2,975 (2023 - £3,466) were payable to the fund at the balance sheet date and are included in creditors.
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Related party transactions
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The Company has taken the exemption under FRS102, section 33 Related Party Disclosures paragraph 33.1A, whereby the Company is not required to disclose transactions with other wholly owned group undertakings.
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The Company’s immediate parent undertaking is WiFirst SAS, a company incorporated in France. The registered office is 26 rue de Berri, 75008, Paris. The Company’s ultimate parent undertaking and controlling party is Panther Newco. No group undertakings prepare consolidated financial statements that are publicly available.
The auditors' report on the financial statements for the period ended 31 December 2024 was unqualified.
The audit report was signed on 22 May 2026 by Sally Casson (Senior statutory auditor) on behalf of Ecovis Wingrave Yeats LLP.
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