FOR THE PERIOD ENDED 31 DECEMBER 2024
WILDANET MIDCO 1 LIMITED
COMPANY INFORMATION
WILDANET MIDCO 1 LIMITED
CONTENTS
WILDANET MIDCO 1 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 year ending 31 December 2024 were as outlined by the following financial key performance indicators:
1) Revenue: £Nil
2) EBITDA: loss of (£14,550)
3) Loss after tax: (£86,714,128)
4) Fixed assets: £2,518,573
5) Headcount: Nil
Results for the year ending 31 December 2024 were as outlined by the following financial key performance indicators:
1) Revenue: £Nil
2) EBITDA: loss of (£14,550)
3) Loss after tax: (£86,714,128)
4) Fixed assets: £2,518,573
5) Headcount: Nil
The loss in the period was due to an assessment of the recoverable value of the loan receivable from Wildanet Ltd, and recognition of an impairment.
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.
The Company entered into an agreement for further funding with Gresham House British Sustainable Infrastructure Fund III LP on 20 December 2024 for continued funding of capital and operating expenditure of the Group. With the exception of this new loan note, on 23 December 2024 the Company 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.
The Company entered into an agreement for further funding with Gresham House British Sustainable Infrastructure Fund III LP on 20 December 2024 for continued funding of capital and operating expenditure of the Group. With the exception of this new loan note, on 23 December 2024 the Company 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.
This report was approved by the board and signed on its behalf.
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WILDANET MIDCO 1 LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the period ended 31 December 2024.
The loss for the period, after taxation, amounted to £86,714,128.
The losses are due to the recognition of an impairment.
No dividends were paid or declared during the period.
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.
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WILDANET MIDCO 1 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.
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.
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.
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WILDANET MIDCO 1 LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
The auditors, PKF Francis Clark, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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WILDANET MIDCO 1 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.
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WILDANET MIDCO 1 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WILDANET MIDCO 1 LIMITED
We have audited the financial statements of Wildanet Midco 1 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 loss 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
AN OVERVIEW OF THE SCOPE OF OUR AUDIT
We planned and performed our audit by obtaining and understanding of the Company and its environment, including the accounting processes and controls, and the industry in which it operates.
The Company was subjected to a full scope audit carried out by the audit team.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the material uncertainty related to going concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.
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WILDANET MIDCO 1 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WILDANET MIDCO 1 LIMITED (CONTINUED)
OUR APPLICATION OF MATERIALITY
Misstatements, including omissions, are considered to be material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. We use quantitative thresholds of materiality, together with qualitative assessments in planning the scope of our audit, determining the nature, timing and extent of our audit procedures and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
MATERIAL UNCERTAINTY IN RELATION TO GOING CONCERN
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 and the strategic options pursued by the Company and the wider group. As described in Note 2.4, certain scenarios being considered by the directors may require funding in excess of that currently committed and there can be no certainty that such funding will be available if required. These events and conditions, together with the other matters set out in Note 2.4, indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern.
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WILDANET MIDCO 1 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WILDANET MIDCO 1 LIMITED (CONTINUED)
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 Company'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 Company's future funding requirements.
∙Reviewing the forecasts provided by management and assessing whether the assumptions used were consistent with our understanding of the business and the wider Wildanet Group.
∙Assessing the consistency of management's forecasts with the assumptions used in the Group's impairment assessment and other areas of significant judgement.
∙Reviewing available funding arrangements, including shareholder support available to the Group, and obtaining and evaluating the related support and commitment letters.
∙Considering the funding requirements of the Company and wider Group and the extent to which these are dependent on future performance and strategic outcomes.
∙Reviewing management's sensitivity analysis and considering the impact of reasonably possible downside scenarios on liquidity and 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.
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.
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WILDANET MIDCO 1 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WILDANET MIDCO 1 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.
∙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.
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WILDANET MIDCO 1 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WILDANET MIDCO 1 LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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 management bias in significant areas of judgement and estimation, particularly in relation to going concern and impairment assessments.
In addition to those procedures described in our Key Audit Matters and Going Concern sections above, we designed further 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.
∙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.
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WILDANET MIDCO 1 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WILDANET MIDCO 1 LIMITED (CONTINUED)
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 financial 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 Auditors' report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
PKF Francis Clark
Melville Building East
Unit 18, 23 Royal William Yard
Plymouth
Devon
PL1 3GW
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WILDANET MIDCO 1 LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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WILDANET MIDCO 1 LIMITED
REGISTERED NUMBER:15234777
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 15 to 24 form part of these financial statements.
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WILDANET MIDCO 1 LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
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WILDANET MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Wildanet Midco 1 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.
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.
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WILDANET MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
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WILDANET MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” and Section 12 “Other Financial Instruments Issues” of FRS 102 to all of its financial instruments.
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Company's Statement of financial position when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.
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WILDANET MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
2.ACCOUNTING POLICIES (CONTINUED)
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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WILDANET MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Investments in subsidiary undertakings
As a result of this review, the directors determined that part of the amounts owed by group undertakings was impaired and an impairment provision of £79,484,546 was recognised in the year ended 31 December 2024.
Carrying value before impairment: £87,769,528
Impairment charge recognised in 2024: (£79,484,546)
Carrying value after impairment: £8,284,982
Impairment assessment
During the year, management identified indicators of impairment relating to Wildanet Limited’s, 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. Management concluded that due to the Impairment to be recognised, Wildanet Limited may no longer be able to repay its Intercompany loan with the company. This required an Impairment of the Balance of amounts owed by Group Undertakings to be recognised.
Management performed a sensitivity analysis on the key assumptions used for the Impairment, 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 £55,614,596 in Wildanet Limited as required as at 31 December 2024, which required the Intercompany Loan to be impaired.
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WILDANET MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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WILDANET MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
7.TAXATION (CONTINUED)
There were no factors that may affect future tax charges.
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WILDANET MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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Page 22
WILDANET MIDCO 1 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 10th May 2024, the Company issued 99 £1 Ordinary shares. The shares were allotted as consideration pursuant to the terms of a share exchange agreement.
On 10th May 2024, the Company issued 99 £1 Ordinary shares. The shares were allotted as consideration pursuant to the terms of a share exchange agreement.
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WILDANET MIDCO 1 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Merger relief reserve
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 Holdco 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 isGresham 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.
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
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