FOR THE PERIOD ENDED 31 DECEMBER 2024
WILDANET HOLDCO LIMITED
COMPANY INFORMATION
WILDANET HOLDCO LIMITED
CONTENTS
WILDANET HOLDCO LIMITED
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
The Directors present their strategic report for the period ended 31 December 2024. The Company was incorporated on 20 October 2023.
The Group’s strategy is to provide high-quality, gigabit capable fibre-to-the-premises (“FTTP”) internet access for Cornwall and Devon, much of which remains either underserved or has no FTTP presence.
The Group believes that every person, community and business has the right to be part of the worldwide digital community, and to benefit from all the opportunities that it brings. As such, it is the intention of the Group to provide the fastest and the most reliable network for customers, targeting areas that are currently underserved and furthering digital inclusion across the region.
The Group has received significant financial support, since December 2020, from Gresham House, who are our majority shareholder.
The Group’s strategy is to provide high-quality, gigabit capable fibre-to-the-premises (“FTTP”) internet access for Cornwall and Devon, much of which remains either underserved or has no FTTP presence.
The Group believes that every person, community and business has the right to be part of the worldwide digital community, and to benefit from all the opportunities that it brings. As such, it is the intention of the Group to provide the fastest and the most reliable network for customers, targeting areas that are currently underserved and furthering digital inclusion across the region.
The Group has received significant financial support, since December 2020, from Gresham House, who are our majority shareholder.
The principal activity of the Company is that of a holding company. The principal activity of the Group is the provision of internet services to residential and business customers.
Results for the Group for the period ending 31 December 2024 were as outlined by the following financial key performance indicators:
1) Revenue: £1,757,580 (2023: £1,367,658)
2) EBITDA: loss of £4,157,848 (2023: loss of £7,548,971)
3) Loss after tax: £74,297,375 (2023: loss of £13,908,443)
4) Fixed assets: £36,960,528 (2023: £60,241,350)
5) Headcount: 212 (2023: 184)
Management also use other KPIs such as ready for service premises, cost per premises passed, cost per premises connected, penetration rates and average revenue per user.
The focus for the Group during the year has been to make progress in the build out of our FTTP network and connect new customers to this network. The revenue growth of £0.4m is due to the continued growth of our customer base. The losses are due to the expansion of the business operations and recognition of an impairment.
Results for the Group for the period ending 31 December 2024 were as outlined by the following financial key performance indicators:
1) Revenue: £1,757,580 (2023: £1,367,658)
2) EBITDA: loss of £4,157,848 (2023: loss of £7,548,971)
3) Loss after tax: £74,297,375 (2023: loss of £13,908,443)
4) Fixed assets: £36,960,528 (2023: £60,241,350)
5) Headcount: 212 (2023: 184)
Management also use other KPIs such as ready for service premises, cost per premises passed, cost per premises connected, penetration rates and average revenue per user.
The focus for the Group during the year has been to make progress in the build out of our FTTP network and connect new customers to this network. The revenue growth of £0.4m is due to the continued growth of our customer base. The losses are due to the expansion of the business operations and recognition of an impairment.
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WILDANET HOLDCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
The business operates in a competitive landscape where companies are aiming to build out FTTP networks across the country to provide gigabit capable internet access to residential and business customers. While the Group has developed a strong regional presence which enables it to maintain a competitive position in Cornwall and Devon, it is still susceptible to competitive dynamics in the wider market which have put pressure on customer tariffs. Combined with withdrawing from completing 2 of its 3 contracts with BDUK, these changes in trading performance and forecasts led management to believe there were indicators of an impairment. Upon assessment management concluded that an impairment charge of £55,614,596 was required as at 31 December 2024. Further detail is provided in Note 3.
On 8 May 2024, the Group completed a reorganisation by way of a share for share exchange, with Wildanet Midco 2 Limited acquiring the share capital of Wildanet Limited and Wildanet Holdco Limited becoming the parent company of the Group.
The Group entered into an agreement for further funding with the Gresham House British Sustainable Infrastructure Fund III LP on 20 December 2024 for continued funding of capital and operating expenditure. With the exception of this new loan note, on 23 December 2024 Wildanet Midco 1 Limited listed all its existing loan notes with Gresham House BSI Infrastructure LP/Gresham House British Sustainable Infrastructure Fund II LP on The International Stock Exchange.
OUTLOOK FOR TRADING IN 2026
The Group expects the performance in 2026 to show a further growth of the business. The network build will continue, which will drive an increase in revenue as the business will have an increasing pool of potential customers who could be served with gigabit capable internet access.
The Group will continue to utilise Government support mechanisms to fund construction of the network, which will open up the region to the benefits of gigabit capable internet access.
However, these Government support mechanisms, as well as funding from the Group’s lenders and majority shareholders, are contingent on performance and, in particular, continued delivery of the FTTP network. Further detail is provided in the Going Concern section of the Directors' Report.
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WILDANET HOLDCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
The Government has pledged to financially support the roll out of gigabit capable internet to the final 20% of the country through its Project Gigabit schemes, managed by Building Digital UK (“BDUK”). BDUK manage this process through a range of incentive schemes, with the Group partaking in 2 of these, namely the Gigabit Infrastructure Subsidy (GIS) scheme and the Gigabit Broadband Voucher Scheme (GBVS). The Group has 3 contracts with BDUK under the GIS scheme which are at differing stages of completion.
The Directors recognise that the outlook for the Group is based on a number of key assumptions, some of which are outside the Group’s control. A detailed risk analysis has been undertaken, together with the development of appropriate plans to mitigate such risks. The Group maintains a schedule of revisiting and updating these risks on a continual basis.
The Directors consider that the primary risks to the business in the short to medium term are in relation to the ability to build out our network capacity in a safe, efficient and timely manner such that we meet our expected growth in customer numbers and associated revenue. Within infrastructure projects such as these there are a number of dependencies, from planning timing through to health and safety which need to be managed in order to meet time, quality and cost deliverables.
There are a number of uncontrollable risks that can affect the Group. The Directors aim to reduce the impact of these risks at all times by ensuring good controls are in operation within the business. The Board considers the principal risks to be as follows:
Market Conditions
Close working relations are maintained with both the Group’s suppliers and customers in order to monitor market changes.
Economic and interest rate changes are also monitored in relation to the impact they will have on the market conditions for the Group.
Liquidity risk
The Group is exposed to liquidity risk through its suppliers and contractors. Supplier and contractor risk, where staged payments may be made during the life of a contract before final delivery is concluded, is addressed through the active monitoring of credit status and the use of contractual mechanisms.
Funding risk
The Group is exposed to funding risk through its performance-linked funding from BDUK, lenders and its majority shareholder. Funding risk is addressed through active management of cash flows and forecasting to ensure sufficient funding is available to meet payments. Further details on the fundings risks facing the group are provided in the going concern section of the Directors' report.
Interest rate risk
The Group is exposed to interest rate risk through its borrowings. This is addressed through entering into fixed-rate agreements where possible and where floating-rate agreements are in place utilising interest rate hedging if appropriate.
The Directors consider that the primary risks to the business in the short to medium term are in relation to the ability to build out our network capacity in a safe, efficient and timely manner such that we meet our expected growth in customer numbers and associated revenue. Within infrastructure projects such as these there are a number of dependencies, from planning timing through to health and safety which need to be managed in order to meet time, quality and cost deliverables.
There are a number of uncontrollable risks that can affect the Group. The Directors aim to reduce the impact of these risks at all times by ensuring good controls are in operation within the business. The Board considers the principal risks to be as follows:
Market Conditions
Close working relations are maintained with both the Group’s suppliers and customers in order to monitor market changes.
Economic and interest rate changes are also monitored in relation to the impact they will have on the market conditions for the Group.
Liquidity risk
The Group is exposed to liquidity risk through its suppliers and contractors. Supplier and contractor risk, where staged payments may be made during the life of a contract before final delivery is concluded, is addressed through the active monitoring of credit status and the use of contractual mechanisms.
Funding risk
The Group is exposed to funding risk through its performance-linked funding from BDUK, lenders and its majority shareholder. Funding risk is addressed through active management of cash flows and forecasting to ensure sufficient funding is available to meet payments. Further details on the fundings risks facing the group are provided in the going concern section of the Directors' report.
Interest rate risk
The Group is exposed to interest rate risk through its borrowings. This is addressed through entering into fixed-rate agreements where possible and where floating-rate agreements are in place utilising interest rate hedging if appropriate.
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WILDANET HOLDCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
Stockholding risk
The Group is exposed to stock risk through the need to carry sufficient stock to service the needs of its roll-out programme. Stock risk is addressed through the active review of stock levels to meet forecast requirements.
Regulatory Risk
The Group utilises various Government schemes in order to build out its fibre network to locations which would be uncommercial without such schemes. The schemes are covered by a combination of regulatory and contractual agreements. If the objectives of the Government change in the future these support mechanisms may become less attractive or be removed, which would represent a risk to future build plans. The Group actively engages with the Government directly and through industry bodies regarding future regulatory changes.
The Directors carefully monitor the potential impact of legislative changes which can impact operations, such as Health and Safety, Environmental and Telecommunications regulations.
The Group is exposed to stock risk through the need to carry sufficient stock to service the needs of its roll-out programme. Stock risk is addressed through the active review of stock levels to meet forecast requirements.
Regulatory Risk
The Group utilises various Government schemes in order to build out its fibre network to locations which would be uncommercial without such schemes. The schemes are covered by a combination of regulatory and contractual agreements. If the objectives of the Government change in the future these support mechanisms may become less attractive or be removed, which would represent a risk to future build plans. The Group actively engages with the Government directly and through industry bodies regarding future regulatory changes.
The Directors carefully monitor the potential impact of legislative changes which can impact operations, such as Health and Safety, Environmental and Telecommunications regulations.
This report was approved by the board and signed on its behalf.
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WILDANET HOLDCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
The Directors present their report and the financial statements for the period ended 31 December 2024.
The loss for the period, after taxation, amounted to £74,297,375 (2023: loss £13,908,443).
The losses are due to the expansion of the business operations and recognition of an impairment.
No dividends were paid or declared during the period (2023: £Nil).
No dividends were paid or declared during the period (2023: £Nil).
The Directors who served during the year were:
Our overall objective is to continue to build out a high-quality, gigabit capable FTTP network across Cornwall and Devon. It is our intention to work with the UK Government, through their various schemes, to build a network which includes those hard-to-reach locations and deliver gigabit capable internet access to underserved areas. The Directors consider that as part of this we will need to ensure we have an appropriate mix of product offerings to ensure inclusivity and equality of access across the region, whilst ensuring we address the specific needs of different groups, for example residential and business customers. Our continued drive to ensure greater organisational efficiency and effectiveness will enable the business to achieve long term profitability.
The Group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the Group Strategic Report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the Directors' Report.
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WILDANET HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
GOING CONCERN
The directors have assessed the Company’s ability to continue as a going concern through review of detailed budgets, cash flow forecasts and sensitivity analysis covering a period of at least 12 months from the date of approval of the financial statements. The forecasts are updated regularly to reflect current trading and incorporate all known operating costs, capital expenditure, debt servicing obligations, grant funding receipts and customer revenues. Based on these forecasts, the directors consider the Company to be adequately funded through to March 2027, with funding beyond this date being contingent on future performance and differing strategic options. In light of this, the majority shareholder of the ultimate parent company, Gresham House Investment Management (Guernsey) Limited, has provided a letter of support which the directors believe demonstrates its intention to make funding available as required for at least 12 months from the date of signing the financial statements.
In reaching their conclusion, the directors considered a range of financial and operational risks, including sales volumes, pricing, build costs, supplier resilience and compliance with debt obligations. The Company benefits from a diversified customer base, with no single customer accounting for more than 1% of recurring revenue, limited exposure to interest rate and foreign exchange risk, and ongoing monitoring of key performance indicators, cash flow forecasts and budget performance. The directors also considered the Company’s dependence on Project Gigabit grant funding and debt facilities. While the directors believe adequate controls and contractual arrangements are in place to manage risks associated with Project Gigabit grant funding and debt facilities, the Company’s ability to drawdown on this funding is contingent on continued delivery against its build targets. Should the Company not meet these targets or other events transpire which impact the Company’s ability to hit its build targets, then there would be a material uncertainty in relation to the Company’s funding.
The directors are considering a variety of strategic options for the Company, each of which varies in terms of funding requirement, and the likely outcome cannot be predicted with certainty at the time of approval of the accounts. Certain options would potentially require funding in excess of that which is committed and there is no guarantee it would be forthcoming. Hence the directors believe a material uncertainty exists in relation to the Company’s future funding requirements, which are contingent on future performance and differing strategic options, and would potentially result in funding being withheld or its longer-term funding requirement increasing significantly. These circumstances indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern; however, the directors remain satisfied that it is appropriate to prepare the financial statements on the going concern basis.
The directors have assessed the Company’s ability to continue as a going concern through review of detailed budgets, cash flow forecasts and sensitivity analysis covering a period of at least 12 months from the date of approval of the financial statements. The forecasts are updated regularly to reflect current trading and incorporate all known operating costs, capital expenditure, debt servicing obligations, grant funding receipts and customer revenues. Based on these forecasts, the directors consider the Company to be adequately funded through to March 2027, with funding beyond this date being contingent on future performance and differing strategic options. In light of this, the majority shareholder of the ultimate parent company, Gresham House Investment Management (Guernsey) Limited, has provided a letter of support which the directors believe demonstrates its intention to make funding available as required for at least 12 months from the date of signing the financial statements.
In reaching their conclusion, the directors considered a range of financial and operational risks, including sales volumes, pricing, build costs, supplier resilience and compliance with debt obligations. The Company benefits from a diversified customer base, with no single customer accounting for more than 1% of recurring revenue, limited exposure to interest rate and foreign exchange risk, and ongoing monitoring of key performance indicators, cash flow forecasts and budget performance. The directors also considered the Company’s dependence on Project Gigabit grant funding and debt facilities. While the directors believe adequate controls and contractual arrangements are in place to manage risks associated with Project Gigabit grant funding and debt facilities, the Company’s ability to drawdown on this funding is contingent on continued delivery against its build targets. Should the Company not meet these targets or other events transpire which impact the Company’s ability to hit its build targets, then there would be a material uncertainty in relation to the Company’s funding.
The directors are considering a variety of strategic options for the Company, each of which varies in terms of funding requirement, and the likely outcome cannot be predicted with certainty at the time of approval of the accounts. Certain options would potentially require funding in excess of that which is committed and there is no guarantee it would be forthcoming. Hence the directors believe a material uncertainty exists in relation to the Company’s future funding requirements, which are contingent on future performance and differing strategic options, and would potentially result in funding being withheld or its longer-term funding requirement increasing significantly. These circumstances indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern; however, the directors remain satisfied that it is appropriate to prepare the financial statements on the going concern basis.
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WILDANET HOLDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
A material event has taken place since the date of the balance sheet and the signing of this report, namely in March 2025 Wildanet Limited, a group company, undertook a strategic review of its resource requirements, leading to a collective consultation process in which 35 staff were made redundant.
On 25 February 2026 Wildanet Limited, a group company, entered into an agreement to terminate a contract for delivery of its network, agreeing a termination fee of £1.5m. Wildanet Limited subsequently entered into contracts with new suppliers for delivery of the same network.
On 16 March 2026 and 18th March 2026 Wildanet Limited, a group company, also entered change requests with BDUK that descoped its remaining build on 2 contracts covering southwest Cornwall (Lot 32.02) and central Cornwall (Lot 32.03) respectively. Wildanet had delivered around 13,200 premises under these contracts but descoped the remaining 7,700 contracted premises. The contracts with BDUK remain in place and transitioned from their build phase into their operational phase.
On 23 April 2026 Wildanet Limited, a group company, entered into an amendment agreement with its senior lenders to extend the maturity date to 24 May 2030, reduce the overall interest cost on a tranche of its Term Loan and remove amortisation prior to maturity. Concurrently, on 23 April 2026, the Wildanet Midco 1 Limited, a group company, entered into an agreement for further funding with the Gresham House British Sustainable Infrastructure Fund III LP for continued funding of capital and operating expenditure.
On 16 March 2026 and 18th March 2026 Wildanet Limited, a group company, also entered change requests with BDUK that descoped its remaining build on 2 contracts covering southwest Cornwall (Lot 32.02) and central Cornwall (Lot 32.03) respectively. Wildanet had delivered around 13,200 premises under these contracts but descoped the remaining 7,700 contracted premises. The contracts with BDUK remain in place and transitioned from their build phase into their operational phase.
On 23 April 2026 Wildanet Limited, a group company, entered into an amendment agreement with its senior lenders to extend the maturity date to 24 May 2030, reduce the overall interest cost on a tranche of its Term Loan and remove amortisation prior to maturity. Concurrently, on 23 April 2026, the Wildanet Midco 1 Limited, a group company, entered into an agreement for further funding with the Gresham House British Sustainable Infrastructure Fund III LP for continued funding of capital and operating expenditure.
The auditors, PKF Francis Clark, will 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.
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WILDANET HOLDCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2024
The Directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the Directors are required to:
∙select suitable accounting policies for the Group'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; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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WILDANET HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WILDANET HOLDCO LIMITED
We have audited the financial statements of Wildanet Holdco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
AN OVERVIEW OF THE SCOPE OF OUR AUDIT
The Group comprises the following components:
∙Wildanet Holdco Limited (“the Company”)
∙Wildanet Midco 1 Limited
∙Wildanet Midco 2 Limited
∙Wildanet Limited
All of the above entities were subjected to full scope audits carried out by the group audit team. Wildanet Midco 2 Limited is not in scope for the group audit due to its balances being eliminated on consolidation. Our audit work at the component level is executed at levels of materiality appropriate for such components, which range from 3% to 50% of Group materiality.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the material uncertainty related to going concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.
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WILDANET HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WILDANET HOLDCO LIMITED (CONTINUED)
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WILDANET HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WILDANET HOLDCO LIMITED (CONTINUED)
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WILDANET HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WILDANET HOLDCO LIMITED (CONTINUED)
We planned and performed our audit by obtaining an understanding of the group and its environment, including the accounting processes and controls, and the industry in which it operates.
OUR APPLICATION OF MATERIALITY
Misstatements, including omissions, are considered to be material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. We use quantitative thresholds of materiality, together with qualitative assessments in planning the scope of our audit, determining the nature, timing and extent of our audit procedures and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
The materiality was based on gross assets, adjusted for the impairment recognised in the year, as the group are in the development phase of their network and it was deemed appropriate since the major activity of the group is the expenditure incurred on this asset. Range of materiality for the components subject to full scope audits: £113,000 - £1,525,000) and used a mix of gross assets and net assets to determine materiality depending on the nature of the component operations.
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WILDANET HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WILDANET HOLDCO LIMITED (CONTINUED)
We draw attention to Note 2.3 in the financial statements, which indicates that the group's future funding requirements are dependent upon future trading performance and the strategic options pursued by the group. As described in Note 2.3, certain scenarios being considered by the directors may require funding in excess of that currently committed and there can be no certainty that such funding will be available if required.
These events and conditions, together with the other matters set out in Note 2.3, indicate the existence of a material uncertainty that may cast significant doubt on the Group'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 evaluation of the directors' assessment of the Group's ability to continue to adopt the going concern basis of accounting included:
∙Reviewing and challenging management's going concern assessment, including consideration of the impact of different strategic scenarios on the Group's future funding requirements.
∙Obtaining and challenging management's going concern assessment, in particular management's evaluation of potential risks and their decision about what scenarios to model.
∙Testing the mechanical accuracy of the forecasts used to model these scenarios.
∙Reviewing the Group's cash flow forecasts and budgets and assessing whether the assumptions used were consistent with our understanding of the business, trading performance and future plans.
∙Assessing the reasonableness of key assumptions underpinning the forecasts, including customer growth, revenue forecasts, operational performance, capital expenditure and funding requirements.
∙Assessing the consistency of management's forecasts with those used within the Group's impairment assessment and other significant accounting estimates and judgements.
∙Reviewing available funding arrangements, including debt facilities, grant funding arrangements and shareholder support available to the group, and obtaining and evaluating the related support and commitment letters.
∙Considering the Group's ability to achieve the operational and build targets which underpin the forecast drawdown of funding and grant receipts.
∙Reviewing management's sensitivity analysis and considering the impact of reasonably possible downside scenarios on liquidity, covenant compliance and future funding requirements.
∙Evaluating the adequacy of the going concern disclosures in the financial statements, including the description of the material uncertainty identified by the directors.
∙Considering post balance sheet events up to the date of signing the financial statements for any matters affecting the going concern assessment.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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WILDANET HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WILDANET HOLDCO LIMITED (CONTINUED)
The directors are responsible for the other information. The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, 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 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 is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the strategic report and the Directors' report for the financial period 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.
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 Group strategic report or the Directors' report.
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WILDANET HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WILDANET HOLDCO LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group 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 as follows:
The objectives of our audit, in respect of fraud, are to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance and management.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group at the planning stage of the audit. We gained an understanding of the industry in which the Group operates as part of this assessment to identify the key laws and regulations affecting the Group. As part of this, we reviewed the Group's website for indications of any regulations and certifications applicable to the Group and discussed these with the relevant individuals responsible for compliance. Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to the General Data Protection Regulation ("GDPR"), health and safety regulations, employment laws and the Communications Act 2003, where non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines, litigation or an inability to meet contractual or regulatory obligations. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements, such as the Companies Act 2006 and tax legislation.
We discussed with management how compliance with these laws and regulations is monitored and discussed the policies and procedures in place. As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the Group's ability to continue trading and the risk of material misstatement in the financial statements.
We also evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements. The key incentives identified related to demonstrating the continued viability of the Group, including maintaining confidence among shareholders, lenders, grant funding bodies and other stakeholders, and supporting ongoing funding requirements. We determined that the principal fraud risks were associated with management bias in significant areas of judgement and estimation, particularly in relation to going concern and impairment. The key audit matters section of our report explains these matters in more detail and also describes the specific procedures we performed in response to the key audit matter.
In addition, to the above, our procedures to respond to the fraud risks identified included the following:
∙Enquiries of management and those charged with governance regarding their knowledge of actual, suspected or alleged fraud, non-compliance with laws and regulations, litigation and claims.
∙Reviewing board minutes, significant correspondence and legal and professional fees to identify any matters relating to actual or potential breaches of laws and regulations.
∙Testing journal entries and other adjustments, with a particular focus on unusual, manual or post-close journals, and assessing the business rationale for significant transactions outside the normal course of business.
∙Performing substantive testing over revenue and grant income, including assessing whether income had been recognised in the appropriate accounting period and considering the risk of fraudulent revenue recognition.
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WILDANET HOLDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WILDANET HOLDCO LIMITED (CONTINUED)
∙Assessing the Group's compliance with the conditions attached to significant grant funding arrangements and considering the impact of these arrangements on the financial statements.
We communicated with those charged with governance regarding, amongst other matters, the planned scope and timing of the audit, significant audit findings, significant deficiencies in internal control identified during the audit, and significant judgements relating to going concern, impairment, funding assumptions and the recoverability of investments and intercompany balances.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Melville Building East
Unit 18, 23 Royal William Yard
Devon
PL1 3GW
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WILDANET HOLDCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2024
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WILDANET HOLDCO LIMITED
REGISTERED NUMBER:15224960
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 25 to 48 form part of these financial statements.
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WILDANET HOLDCO LIMITED
REGISTERED NUMBER:15224960
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 25 to 48 form part of these financial statements.
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