|
FOR THE PERIOD ENDED 31 DECEMBER 2024
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
WILDANET MIDCO 2 LIMITED
COMPANY INFORMATION
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
WILDANET MIDCO 2 LIMITED
CONTENTS
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
WILDANET MIDCO 2 LIMITED
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 25 October 2023.
The principal activity of the Company is to act as an intermediate holding company for other entities in the Wildanet group.
Results for the period ending 31 December 2024 were as outlined by the following financial key performance indicators: 1) Revenue: £Nil 2) EBITDA: loss of £Nil 3) Loss after tax: £Nil 4) Fixed assets: £2,518,573 5) Headcount: Nil
As an intermediate holding company the risks and uncertainties facing the Company are linked to those of the wider group and are included in the group accounts of Wildanet Holdco Limited.
This report was approved by the board and signed on its behalf.
Page 1
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
WILDANET MIDCO 2 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 results for the period, after taxation, amounted to £Nil.
No dividends were paid or declared during the period.
The directors who served during the period were:
The Company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the Company's 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.
Page 2
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
WILDANET MIDCO 2 LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
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.
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.
Page 3
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
WILDANET MIDCO 2 LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
The auditor, 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.
Page 4
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
WILDANET MIDCO 2 LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2024
The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments 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 Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Page 5
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
WILDANET MIDCO 2 LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WILDANET MIDCO 2 LIMITED
We have audited the financial statements of Wildanet Midco 2 Limited (the 'Company') for the period ended 31 December 2024 which comprise the Statement of income and retained earnings, the Statement of financial position, the Statement of changes in equity and the related notes, 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).
In our opinion the financial statements:
∙give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its result for the period then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We draw attention to Note 2.4 in the financial statements, which indicates that the Company's future funding requirements are dependent upon future trading performance of its subsidiary. As described in Note 2.4, the directors are reliant upon Gresham House Sustainable Infrastructure strategy for future funding commitments and 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, along with the other matters set out in Note 2.4, indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern.
Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
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.
Page 6
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
WILDANET MIDCO 2 LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WILDANET MIDCO 2 LIMITED (CONTINUED)
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 our knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
As explained more fully in the Directors' responsibilities statement, set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Page 7
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
WILDANET MIDCO 2 LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WILDANET MIDCO 2 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 Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed as follows:
The objectives of our audit, in respect to 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 of the Company and management.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company at the planning stage of the audit. We gained an understanding of the industry in which the Company operates as part of this assessment to identify the key laws and regulations affecting the company. As part of this, we reviewed the Company’s website for indication of any regulations and certification in place which are applicable to the company and discussed these with the relevant individuals responsible for compliance. Based on our understanding of the Company 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, 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 or litigation or the loss of the Company’s licence to operate. 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 Company’s ability to continue trading and the risk of material misstatement to the accounts.
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 Company, including maintaining confidence among shareholders, lenders and other stakeholders, and supporting ongoing funding requirements. We determined that the principal fraud risks were associated with the potential overstatement of measures of financial performance, together with management bias in significant areas of judgement and estimation, particularly in relation to going concern and impairment assessments.
Based on this understanding, we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures included:
∙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.
∙Considering filings made at Companies House and reviewing compliance with relevant company law requirements.
∙Reviewing and challenging significant accounting estimates and judgements, particularly those relating to the impairment assessment, recoverability of investments and intercompany balances, and the going concern assessment, to identify indicators of management bias.
∙Testing journal entries and other adjustments, with a particular focus on unusual, manual or post-close
Page 8
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
WILDANET MIDCO 2 LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WILDANET MIDCO 2 LIMITED (CONTINUED)
journals, and assessing the business rationale for significant transactions outside the normal course of business.
∙Evaluating the directors' going concern assessment, including reviewing cash flow forecasts, available funding facilities, shareholder support arrangements, forecast covenant compliance and management's sensitivity analysis. We also assessed whether the related disclosures appropriately described the material uncertainty identified by the directors.
∙Evaluating the assumptions underpinning the impairment review, including consideration of the external valuation report, forecast customer growth, expected cash flows and other key valuation assumptions.
∙Evaluating the overall presentation, structure and content of the financial statements, including whether the disclosures appropriately reflect the significant judgements, estimates and funding uncertainties affecting the Group.
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 and impairment.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are also less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financials statements.
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 Auditor's 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.
for and on behalf of
PKF Francis Clark
Statutory Auditor
Melville Building East
Unit 18, 23 Royal William Yard
Plymouth
Devon
PL1 3GW
Page 9
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
WILDANET MIDCO 2 LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Page 10
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
WILDANET MIDCO 2 LIMITED
REGISTERED NUMBER:15234718
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 on
The notes on pages 13 to 17 form part of these financial statements.
Page 11
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
WILDANET MIDCO 2 LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
Page 12
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
WILDANET MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Wildanet Midco 2 Limited is a private company limited by shares and incorporated in England and Wales in the United Kingdom. The registered office is Westbourne House, West Street, Liskeard, Cornwall, United Kingdom, PL14 6BT.
The Company was incorporated on 25 October 2023. The current period runs from 25 October 2023 to 31 December 2024.
2.ACCOUNTING POLICIES
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 management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Wildanet Holdco Limited as at 31st December 2024 and these financial statements may be obtained from Registrar of Companies, Companies House, Crown Way, Cardiff, CF14 3UZ.
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.
Page 13
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
WILDANET MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
Investments in subsidiary undertakings The review was undertaken following the completion of the Group impairment assessment and consideration of the underlying value of the Group's operating activities. The recoverable amount of the investments was determined by reference to the value attributable to the underlying Group business, taking into account historical performance, management's assessment of future cash flows and business prospects and valuation metrics which are considered appropriate in the context of the business and market. As a result of this review, management concluded that the carrying value remained fully recoverable.
Page 14
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
WILDANET MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Page 15
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
WILDANET MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
On 25th October 2023, 1 £1 Ordinary share was allotted on incorporation, this was fully paid with an aggregate nominal value of £1.
On 9th May 2024, the Company issued 99 £1 Ordinary shares. The shares were allotted as consideration pursuant to the terms of a share exchange agreement.
Merger relief reserve
Page 16
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
WILDANET MIDCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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.
The immediate parent undertaking is Wildanet Midco 1 Limited.
The ultimate parent and the largest and smallest group financial statements that consolidate this Company is Wildanet Holdco Limited. These group accounts are available to the public from Westbourne House, West Street, Liskeard, Cornwall, United Kingdom, PL14 6BT. The ultimate controlling party is Gresham House Investment Management (Guernsey) Limited (as general partner for the funds ultimately holding majority ownership of the Company) which are referred to, along with other Gresham House companies and funds, in these accounts for simplicity as Gresham House Sustainable Infrastructure strategy.
Page 17
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||