INTRODUCTION
The directors present the Strategic Report for the financial year ended 31 December 2025.
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 year ended 31 December 2025 were as outlined by the following financial key performance indicators:
1) Revenue: £2,513,624 (2024: £1,757,580)
2) EBITDA: £4,215,648 (2024: loss of £4,157,848)
3) Loss after tax: £30,264,057 (2024: loss of £74,297,375)
4) Fixed assets: £45,482,871 (2024: £36,960,528)
5) Headcount: 179 (2024: 212)
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 £0.7m is due to the continued growth of our customer base. The losses are due to the expansion of the operations and recognition of an impairment.
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 £17,097,108 was required as at 31 December 2025. Further detail is provided in Note 1.
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 Note 1.
Regulatory regime
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 funding 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.
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.
This report was approved by the board and signed on its behalf.
The directors present their annual report on the affairs of the Group, together with the financial statements and auditors’ report, for the financial year ended 31 December 2025.
Going concern
The directors have assessed the Group’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 Group 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 Group 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 Group’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 Group’s ability to drawdown on this funding is contingent on continued delivery against its build targets. Should the Group not meet these targets or other events transpire which impact the Group’s ability to hit its build targets, then there would be a material uncertainty in relation to the Group’s funding.
The directors are considering a variety of strategic options for the Group, 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 Group’s future funding requirements, which are contingent on future performance and differing strategic options, and could 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 Group’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 results for the year are set out on page 14.
The loss for the year, after taxation, amounted to £30,264,057 (2024: loss £74,297,375).
Loss during the year includes impairment loss on tangible fixed assets for £17,097,108 (2024: £56,013,884).
No dividends were paid or declared during the year (2024: £Nil).
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Details of significant events since the balance sheet date are contained in note 28 to the financial statements.
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 auditors, PKF Francis Clark, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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.
We have audited the financial statements of Wildanet Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2025, which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, 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).
Basis for opinion
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.
Impairment of tangible fixed assets
The group recognised a material impairment charge during the year in relation to its fibre network and related assets. The impairment assessment required significant judgement in determining the appropriate cash-generating unit and estimating the recoverable amount of the group's assets. The assessment was sensitive to a number of assumptions, including future customer growth, expected cash flows, valuation multiples and funding requirements. The company also
considered the carrying value of its investments in light of the impairment of the network asset.
Our audit procedures included:
Reviewing management's impairment assessment and supporting impairment model.
Considering the appropriateness of the cash-generating unit identified by management.
Reviewing the independent valuation obtained by management and assessing how it was reflected within the impairment assessment.
Challenging key assumptions, including forecast customer take-up, revenue growth, EBITDA performance and valuation multiples.
Considering the appropriateness of selling costs included within the recoverable amount calculation.
Assessing the allocation of the impairment charge across the relevant asset classes.
Performing sensitivity analysis over key assumptions.
Evaluating the adequacy of the related disclosures within the financial statements.
Based on the procedures performed, we concluded that the impairment recognised during the year was reasonable and appropriately reflected in the financial statements.
Capitalisation of project costs
The group continues to invest significantly in the development and expansion of its network infrastructure. Judgement is required in determining whether expenditure attributed to the network assets is appropriately classified between assets under construction and operational assets.
Our audit procedures included:
Substantively testing a sample of capital additions to supporting invoices and contracts.
Testing a sample of capitalised payroll costs to supporting timesheets and payroll records.
Reviewing management's methodology for identifying and allocating expenditure to be capitalised.
Performing a global depreciation reconciliation.
Assessing whether assets had been correctly transferred from assets under construction to the appropriate fixed asset category when brought into use.
Undertaking existence testing on a sample of assets under construction.
Inspecting network assets and infrastructure during our site visit.
Reviewing the reasonableness of useful economic lives and depreciation policies applied by management.
Considering the interaction between capitalised costs and the impairment assessment performed during the year.
Based on the procedures performed, we did not identify any material misstatement in relation to capitalised project costs or the related depreciation policies
Financial instruments and related disclosures
The group has significant debt funding arrangements and associated financial instrument balances. Given the size and complexity of these arrangements, there is a risk that the carrying values, interest charges and related disclosures may be materially misstated.
Our audit procedures included:
Obtaining and checking funding agreements significant funders and other significant funders to ensure they were consistent with managements assessment.
Agreeing drawdowns during the year to supporting documentation.
Obtaining direct confirmations of balances outstanding at the year end.
Recalculating interest charges using the contractual terms of the relevant funding agreements.
Reviewing management's calculations supporting the amortisation of arrangement fees and other financing costs.
Assessing compliance with the accounting requirements of FRS 102 for financial instruments.
Evaluating the adequacy of the related disclosures within the financial statements.
Based on the procedures performed, we did not identify any material errors in relation to the valuation or disclosure of financial instruments.
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.
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:
MATERIALITY MEASURE GROUP
Overall materiality £1,421,000
Performance materiality £711,000
Basis for determination 8% of adjusted loss*
Threshold for communicating unadjusted differences £71,000
* Adjusted loss is the loss after tax before the one-off impairment charge recognised in the year.
Range of materiality for the components subject to full scope audits: (£126,000 - £1,417,000) and used a mix of net assets and adjusted loss to determine materiality depending on the nature of the component operations.
Material uncertainty in relation to going concern
We draw attention to note 1 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 1, 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 1, 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.
Other information
Opinions on other matters prescribed by the Companies Act 2006
As explained more fully in the directors' responsibilities statement set out on page 7, 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.
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.
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.
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 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 auditor's 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.
The notes on pages 20 to 42 form part of these financial statements.
The notes on pages 20 to 42 form part of these financial statements.
The notes on pages 20 to 42 form part of these financial statements.
As permitted by section 408 of the Companies Act 2006, the company has not presented its own profit and loss account and related notes. The Company’s loss for the year was £30,520 (2024 - £0 result).
The notes on pages 20 to 42 form part of these financial statements.
The notes on pages 20 to 42 form part of these financial statements.
The notes on pages 20 to 42 form part of these financial statements.
Wildanet Holdco Limited (“the Company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Westbourne House, West Street, Liskeard, Cornwall, PL14 6BT.
The principal activity of the Company is that of a holding company.
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 financial statements are prepared in sterling which is the functional currency of the Company.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 2).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements incorporate the financial statements of the Company and its subsidiary undertakings (together, "the Group") up to 31 December 2025. Intra-group balances, transactions, income, and expenses are eliminated in full on consolidation.
Wildanet Holdco Limited was incorporated on 20 October 2023. 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 reconstructed group was consolidated using merger accounting principles, as outlined in paragraph 19 of FRS 102. In line with the requirements of FRS 102, the results and cash flows of all combining entities have been brought into the financial statements of the combined entity from the beginning of the financial period. The comparative information has been restated by including the total comprehensive income for all the combining entities for the previous reporting period and their statement of financial position for the previous reporting date.
There was no difference between the nominal value of the shares issued in the share exchange and the book value of the shares obtained. This accounting treatment is considered appropriate as the reorganisation involved entities under common control and did not result in a change in the ownership interests of the ultimate parent. The difference between the share capital issued by Wildanet Holdco Limited and the share capital of Wildanet Limited at the date of the combination has been recognised in a merger reserve within equity.
The directors have assessed the Group’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 Group 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 Group 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 Group’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 Group’s ability to drawdown on this funding is contingent on continued delivery against its build targets. Should the Group not meet these targets or other events transpire which impact the Group’s ability to hit its build targets, then there would be a material uncertainty in relation to the Group’s funding.
The directors are considering a variety of strategic options for the Group, 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 Group’s future funding requirements, which are contingent on future performance and differing strategic options, and would potentially result in funding being withheld or it’s longer-term funding requirement increasing significantly. These circumstances indicate the existence of a material uncertainty that may cast significant doubt on the Group’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.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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:
Rendering of services
Income is generated from customers either from up front installation and connection charges, or from an ongoing contract subject to monthly fees.
Connection and installation charges are recognised as invoiced as the obligation to the user is extinguished once the connection has taken place. These charges include the recovery of cost for administration in providing service to the customer, including the activation of the service from the network to the customer, as well as providing the final connection to the network.
Income from the service contract is recognized evenly over the life of the contract irrespective of when invoicing takes place. Typically customers are invoiced monthly as the service is consumed.
Government subsidy
Income can also be earned from subsidies provided by either local or central government sources as part of the drive towards improved broadband provision across the United Kingdom. Where such income is derived as part of our service, the income received is recognised over the life of the obligation behind the subsidy received.
Government grants
Government grants are recognised based on the performance model and are measured at the fair value of the asset received or receivable when there is reasonable assurance that the Company will comply with conditions attaching to them and the grants will be received.
A grant that specifies performance conditions is recognised in income only when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the grant proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
Where the support mechanism is derived from an underlying grant from a government body to the customer, with all or a proportion invoiced by us to the customer, the revenue is recognised in full at the time of invoicing.
The assets' residual values, useful lives and amortisation 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.
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.
Investments in subsidiaries are measured at cost less accumulated impairment.
All borrowing costs are recognised in Statement of Comprehensive Income in the period in which they are incurred.
Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit ("CGU") to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Impairment of tangible fixed assets
During the year the Group undertook a detailed impairment review of its network and related operational assets. The review was prompted by indicators of impairment identified during the year and was supported by an independent valuation prepared by a third party.
The recoverable amount of the CGU was assessed using valuation techniques incorporating forecast future cash flows, historic performance and market-based evidence. As a result of this assessment, management concluded that the carrying amount of the relevant assets exceeded their recoverable amount (based on fair value less selling costs) and an impairment charge of £17,097,108 (2024: £55,614,596) was recognised in the year.
The impairment charge has been allocated across the relevant asset classes within the CGU in proportion to their carrying values immediately before impairment.
Carrying value before impairment: £60,617,471
Impairment charge recognised in 2025: (£17,097,108)
Carrying value after impairment: £43,520,363
The principal assets affected by the impairment assessment comprise network infrastructure, fibre assets, plant and equipment and associated assets under construction. No asset was reduced below its estimated recoverable amount.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
The Group 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 Group's Statement of financial position when the Group 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, 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 Group'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, 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 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.
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 assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group 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 Group will continue to recognise the value of the portion of the risks and rewards retained.
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 Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies 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.
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
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 reporting date in the countries where the Company and the Group operate and generate income.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the Statement of Financial Position date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the Statement of Financial Position date. Timing differences are differences between the Company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.
Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Group keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.
Assets held under finance leases, hire purchase contracts and other similar arrangements, which confer rights and obligations similar to those attached to owned assets, are capitalised as tangible fixed assets at the fair value of the leased asset (or, if lower, the present value of the minimum lease payments as determined at the inception of the lease) and are depreciated over the shorter of the lease terms and their useful lives. The capital elements of future lease obligations are recorded as liabilities, while the interest elements are charged to the Statement of Comprehensive Income over the period of the leases to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such a basis. Benefits received and receivable as an incentive to sign an operating lease are similarly spread on a straight-line basis over the lease term.
Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which is typically 3 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Interest income
Interest income is recognised in profit or loss using the effective interest method.
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.
In the application of the entity'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 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 assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the financial year in which the estimate is revised if the revision affects only that financial year, or in the financial year of the revision and future financial years if the revision affects both current and future financial years.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives. The bases for depreciation charges are detailed in note 1 and are reviewed and adjusted prospectively if appropriate or if there is a significant change since the last reporting date. Useful lives are estimated by management with reference to manufacturers' guidelines and existing knowledge and experience.
During the year, management identified indicators of impairment relating to the Company's network infrastructure and related assets. These indicators included historical trading performance which have put pressure on customer tariffs, leading to changes in forecasts, due to withdrawing from 2 contracts with BDUK, assessments of valuation and uncertainty regarding the timing and level of future economic benefits expected to be generated from the Group's fibre network assets.
Management considered the requirements of FRS 102 and assessed the recoverable amount of the relevant cash-generating unit ("CGU"). Given the integrated nature of the Group's operations, network infrastructure, customers, workforce and cash flow generation, management concluded that Wildanet Limited's operations represent a single CGU for impairment assessment purposes.
The valuation in use was assessed using a discounted cash flow model, while the fair value less costs to sell was assessed using market-based valuation techniques, supported with input from an independent valuation prepared by a third party. Management concluded the recoverable amount was determined by reference to the higher of value in use and fair value less costs to sell. Management concluded that Fair value less selling costs was higher.
The impairment review required significant judgement and estimation. For the value in use these were forecast growth rates and average revenues per user, operating costs, build and installation costs and volumes, and the discount rate. For the fair value less costs to sell this was the range of comparable valuations focusing mainly on enterprise value to ready for service premises ratios, which are based on independent third party sales data obtained from comparable transactions within the relevant industry and market. Management performed a sensitivity analysis on this key assumption, being the value attributed to a ready-for-service premises in the third-party valuation.
Having considered all relevant factors, management concluded that an impairment charge of £17,097,108 was required as at 31 December 2025 (2024: £55,614,596).
The impairment charge has been allocated across all relevant asset classes within the CGU in proportion to their carrying values immediately before impairment.
Carrying value before impairment: £60,617,471
Impairment charge recognised in 2025: (£17,097,108)
Carrying value after impairment: £43,520,363
The principal assets affected by the impairment assessment comprise network infrastructure, fibre assets, plant and equipment and associated assets under construction.
The average monthly number of persons (including directors) employed by the Group and company during the year was:
Their aggregate remuneration comprised:
The Company has no employees other than the directors, who did not receive any remuneration in the current year or prior period.
During the year retirement benefits were accruing to 3 directors (2024: 3) in respect of defined contribution pension schemes.
The highest paid director received remuneration of £214,308 (2024: £199,618).
The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £6,159 (2024: £5,932).
The actual charge/(credit) for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
Following the substantive enactment of the Finance Act 2021, effective 1 April 2023 the applicable corporation tax rate is now 25% (for companies with profits over £250,000) and continues to be 19% (for companies with profits of £50,000 or less). Companies with profits between £50,000 and £250,000 pay tax at the main rate reduced by a marginal relief providing a gradual increase in the effective Corporation Tax rate. As a result, deferred tax would be calculated at 25% (2024: 25%).
The group uses derivative financial instruments to limit the effect of floating rate interest rate movements.
The fair value is determined by mark-to-market valuations provided by the issuing financial institution.
Details of the Company's subsidiaries at 31 December 2025 are as follows:
The group uses derivative financial instruments to limit the effect of floating rate interest rate movements.
The fair value is determined by mark-to-market valuations provided by the issuing financial institution.
On 8 May a deed of novation was entered into to transfer the existing loan notes between Gresham House BSI Infrastructure LP and Gresham House British Sustainable Infrastructure Fund II LP, and Wildanet Limited in consideration for the issue of new loan notes between Gresham House BSI Infrastructure LP and Gresham House British Sustainable Infrastructure Fund II LP, and Wildanet Holdco Limited. On that date, loan notes with the same terms were entered into between Wildanet Holdco Limited and Wildanet Limited.
Subsequent to this, on 20 December 2024, a further deed of novation was entered into to exchange the existing loan notes for new loan notes issued between Gresham House BSI Infrastructure LP and Gresham House British Sustainable Infrastructure Fund II LP, and Wildanet Midco 1 Limited and on that date, loan notes with the same terms were entered into between Wildanet Midco 1 Limited and Wildanet Limited. On that date a new loan note was also entered into between Gresham House British Sustainable Infrastructure Fund III LP and Wildanet Midco 1 Limited.
During the year, the Company made a drawdown from its funding agreements with Gresham House BSI Infrastructure LP/Gresham House British Sustainable Infrastructure Fund II LP/Gresham House British Sustainable Infrastructure Fund III LP. The loans bear interest at rates of 10%, 12%, 13% and 13% per annum respectively and are repayable by 21 December 2030, 23 June 2033, 23 June 2033 and 23 June 2033 respectively. At 23 December 2024, these 3 loan notes were listed on the International Stock Exchange.
Interest totalling £12,803,643 (2024: £10,021,532) has been charged on the loans in the period.
Bank loans
The Revolving Credit Facility was repayable by 23 May 2027. During the year, the Company made repayments of £3,903,974 to its Revolving Credit Facility. Interest totalling £633,395 (2024: £453,875) has been charged to the Statement of Comprehensive Income during the year.
During the year the Company made drawdowns of £9.0m from its Term Loan Facility. The Term Loan was repayable by 23 May 2029. Interest totalling £2,152,052 has been charged to the Statement of Comprehensive Income during the year.
There are fixed and floating charges over all the property and undertakings of the Company.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the Group in an independently administered fund.
Contributions totalling £45,927 (2024: £52,896) were payable to the fund at the reporting date and are included in creditors.
In the prior year, Wildanet Holdco Limited has issued share options over Ordinary C shares to certain members of the Wildanet Limited team in relation to their employment with the Group. It has also issued options over Ordinary C shares to directors and third parties in relation to services provided for the Company all of which are regarded as equity-settled share-based payments.
7,108 (2024: 7,108) options were in issue to staff, 4,000 (2024: 4,000) options were in issue to directors and Nil (2024: 14,000) options were in issue to third parties in relation to services provided for the Company at the year ended 31 December 2025. Wildanet Limited transferred the options to Wildanet Holdco during the year. The annual charge related to share-based payments takes into account the likely time horizon over which the value for the shares may be realised by the relevant parties. The charge recognised for the year ended 31 December 2025 was £Nil (2024: £Nil).
Voting rights are attached to Ordinary A shares, Ordinary A1 shares, Ordinary C1 shares and Ordinary D shares. No voting rights are attached to Ordinary B shares and Ordinary C shares.
Share premium account
Share premium of £269,040 (2024: £269,040) has been recognised as a result of the share exchange agreement.
Merger reserve
This represents the difference between the nominal value of shares acquired in Wildanet Limited and the nominal value of shares in Wildanet Holdco Limited issued in exchange, together with the existing share premium and any subsequent movements on shares issued in Wildanet Limited.
At the reporting end date the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Operating leases primarily relate to vehicles, computers and property.
As at 31 December 2025 the Group had contracted to purchase software amounting to £Nil (2024: £84,897).
On 25 February 2026 Wildanet Limited, entered into an agreement to terminate a contract for delivery of its network, for which a final reconciliation of amounts due to and by each party was agreed. incurring 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 18 March 2026 Wildanet Limited, also entered into 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 transition from their build phase into their operational phase.
On 23 April 2026 Wildanet Limited 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 convert its revolving credit facility into a Term Loan Facility. Concurrently, on 23 April 2026, Wildanet Midco 1 Limited, a parent of the 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 Company has taken exemption from disclosure of related party balances with wholly owned group entities under Section 33.1A of FRS 102.
Throughout the year, companies within the Group had transactions with the following related parties:
Transactions with directors
During the year, the Company maintained a loan account with the directors. The loan accrues interest at 1.0% per annum and is repayable on demand. At the year end, the amount owed by the directors to the Company is £69,358 (2024: £68,698).
Transactions with related companies
Purchases totalling £Nil (2024: £24,840) were made from companies controlled by directors of the Group. At the year end, no amounts were owed (2024: £Nil).