Company No:
Contents
| DIRECTORS | Martin Harriman (Appointed 04 April 2025) |
| Jai Madhvani | |
| Helen Rachael Wylde-Archibald (Resigned 31 March 2025) |
| REGISTERED OFFICE | Westbourne House |
| West Street | |
| Liskeard | |
| PL14 6BT | |
| United Kingdom |
| COMPANY NUMBER | 15234777 (England and Wales) |
| AUDITOR | PKF Francis Clark |
| Statutory Auditor | |
| Melville Building East | |
| Unit 18, 23 Royal William Yard | |
| Plymouth | |
| Devon | |
| PL1 3GW |
The directors present their Strategic Report for the financial year ended 31 December 2025.
REVIEW OF THE BUSINESS
The principal activity of the Company is to act as an intermediate holding company for other entities in the Wildanet group.
The loss in 2025 and 2024 was due to an assessment of the recoverable value of the loan receivable from Wildanet Ltd, and recognition of an impairment.
KEY PERFORMANCE INDICATORS ('KPIS')
Results for the year ended 31 December 2025 were as outlined by the following financial key performance indicators:
| Year ended 31.12.2025 |
Period from 25.10.2023 to 31.12.2024 |
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| £ | £ | ||
| Revenue | 0 | 0 | |
| EBITDA | (23,112) | (14,550) | |
| Loss after tax | (31,823,646) | (86,714,128) | |
| Fixed assets | 2,518,573 | 2,518,573 | |
| Headcount | 0 | 0 |
PRINCIPAL RISKS AND UNCERTAINTIES
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.
FUTURE DEVELOPMENTS
The directors expect the general level of activity to remain consistent with 2025 in the forthcoming financial year.
Approved by the Board of Directors and signed on its behalf by:
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Martin Harriman
Director |
The directors present their annual report on the affairs of the Company, together with the financial statements and auditors’ report, for the financial year ended 31 December 2025.
GOING CONCERN
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.
REVIEW OF THE BUSINESS
Turnover for the financial year amounted to £Nil (2024: £Nil). The Company incurred a loss after taxation totaling £31,823,646 (2024: loss £86,714,128) due to impairment losses incurred during the year for £18,996,891 (2024: £79,484,546) relating to the Company's impairment of Group loans.
The net current asset position of the Company as at the financial year end amounted to £11,250,429 (2024: net current asset £8,270,432).
The net liability position of the Company as at the financial year end amounted to £116,019,201 (2024: net liability £84,195,555).
DIVIDENDS
No dividend was paid in the current financial year (2024: £Nil).
EVENTS AFTER THE BALANCE SHEET DATE
Details of significant events since the balance sheet date are contained in note 14 to the financial statements.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The directors remain committed to maintaining robust financial risk management practices that safeguard the Company's financial health and enhance stakeholder confidence. By adhering to the Company's objectives and policies, we strive to navigate uncertainties effectively and capitalise on opportunities for sustainable growth and value creation.
DIRECTORS
The directors, who served during the financial year and to the date of this report except as noted, were as follows:
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(Appointed 04 April 2025) |
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(Resigned 31 March 2025) |
DIRECTORS' INDEMNITIES
STRATEGIC REPORT
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. It has done so in respect of future developments.
AUDITOR
Each of the persons who is a director at the date of approval of this report confirms that:
* So far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and
* The directors have taken all the steps that they ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
The auditors, PKF Francis Clark, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Approved by the Board of Directors and signed on its behalf by:
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Martin Harriman
Director |
The directors are responsible for preparing the annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 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 financial period.
In preparing these financial statements, the directors are required to:
* Select suitable accounting policies 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 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 enable them to ensure that the financial statements comply with the Companies Act 2006. The directors 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.
Report on the audit of the financial statements
We have audited the financial statements of Wildanet MidCo 1 Limited (the 'company') for the year ended 31 December 2025, which comprise the Statement of comprehensive income, 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 2025 and of its loss for the year 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.
Basis for opinion
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.
We planned and performed our audit by obtaining an 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.
**Key audit matters with response and conclusion**
***Recoverability of investment in subsidiary undertaking and amounts owed by group undertakings***
The company's principal assets comprise its investment in subsidiary undertakings and amounts owed by group undertakings. The ongoing losses incurred within the wider Wildanet group give rise to indicators of impairment and therefore require management to assess whether the carrying value of these assets remains recoverable.
The assessment is inherently judgemental as it is dependent on forecasts of future performance, funding assumptions and the valuation of the underlying group businesses. Changes in these assumptions could have a material impact on the recoverability of the investment and intercompany balances. Our audit procedures included:
•Reviewing management's impairment and recoverability assessments.
•Considering the outcome of the impairment review performed across the Wildanet group.
•Evaluating the forecast financial performance and cash flow assumptions used by management.
•Assessing the consistency of assumptions with those used in the going concern assessment.
•Considering the valuation evidence available, including the third-party valuation and information presented to The Board and Investors.
•Performing sensitivity analysis on key assumptions where appropriate.
•Evaluating whether the disclosures in the financial statements appropriately described the judgement involved.
Based on the audit procedures performed, we concluded that management's assessment that an impairment of the amounts owed by group undertakings was appropriate.
***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:
Materiality measure
Overall materiality - £112,000
Performance materiality - £56,000
Basis for determination - 4.5% of net assets
Threshold for communicating unadjusted differences - £5,500
**Material uncertainty in relation to going concern**
We draw attention to Note 1 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 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 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.
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.
**Other information**
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.
Report on other legal and regulatory requirements
Opinion on other matters prescribed by the Companies Act 2006
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 year 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 during 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 the 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 6, 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.
Auditor’s responsibilities for the audit of the financial statements
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 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.
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.
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.
For and on behalf of
Statutory Auditor
Unit 18, 23 Royal William Yard
Plymouth
Devon
PL1 3GW
| Note | Year ended 31.12.2025 |
Period from 25.10.2023 to 31.12.2024 |
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| £ | £ | |||
| Administrative expenses | (
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| Impairment loss | 4 | (
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| Operating loss | (
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| Interest payable and similar expenses | 3 | (
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| Loss before taxation | (
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| Tax on loss | 7 |
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| Loss for the financial year/period | (
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| Other comprehensive income | 0 | 0 | ||
| Total comprehensive loss | (
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| Note | 31.12.2025 | 31.12.2024 | ||
| £ | £ | |||
| Fixed assets | ||||
| Investments | 8 |
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| 2,518,573 | 2,518,573 | |||
| Current assets | ||||
| Debtors | ||||
| - due after more than one year | 9 |
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| 11,288,091 | 8,284,982 | |||
| Creditors: amounts falling due within one year | 10 | (
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| Net current assets | 11,250,429 | 8,270,432 | ||
| Total assets less current liabilities | 13,769,002 | 10,789,005 | ||
| Creditors: amounts falling due after more than one year | 11 | (
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| Net liabilities | (116,019,201) | (84,195,555) | ||
| Capital and reserves | 12 | |||
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| Other reserves |
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| Profit and loss account | (
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| Total shareholder's deficit | (116,019,201) | (84,195,555) |
The financial statements of Wildanet MidCo 1 Limited (registered number:
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Martin Harriman
Director |
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The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial period, unless otherwise stated.
Wildanet MidCo 1 Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is Westbourne House, West Street, Liskeard, PL14 6BT, United Kingdom.
The principal activities are set out in the Strategic Report.
The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Financial Reporting Standard 102 (FRS 102) applicable in the UK and Republic of Ireland issued by the Financial Reporting Council and the requirements of the Companies Act 2006.
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
The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.
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 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 2025 and these financial statements may be obtained from Registrar of Companies, Companies House, Crown Way, Cardiff, CF14 3UZ.
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, 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.
Group accounts exemption s400
The Company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
Wildanet MidCo 1 Limited is a wholly owned subsidiary of Wildanet HoldCo Limited and the results of Wildanet MidCo 1 Limited are included in the consolidated financial statements of Wildanet HoldCo Limited, please see note 14 for further details.
The reporting length for the current period is the year ended 31 December 2025, and for the prior period is for the period 25 October 2023 to 31 December 2024.
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.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
When the amount that can be deducted for tax for an asset that is recognised in a business combination is less (more) than the value at which it is recognised, a deferred tax liability (asset) is recognised for the additional tax that will be paid (avoided) in respect of that difference. Similarly, a deferred tax asset (liability) is recognised for the additional tax that will be avoided (paid) because of a difference between the value at which a liability is recognised and the amount that will be assessed for tax.
Deferred tax liabilities are recognised for timing differences arising from investments in subsidiaries and associates, except where the Company is able to control the reversal of the timing difference and it is probable that it will not reverse in the foreseeable future.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the Statement of Financial Position date that are expected to apply to the reversal of the timing difference. Deferred tax relating to property, plant and equipment is measured using the revaluation model and investment property is measured using the tax rates and allowances that apply to the sale of the asset.
Where items recognised in the Statement of Comprehensive Income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income.
Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the Company intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. Deferred tax assets and liabilities are offset only if: a) the Company has a legally enforceable right to set off current tax assets against current tax liabilities; and b) the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on the Company and the Company intends either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Interest income is recognised in profit or loss using the effective interest method.
Assets, other than those measured at fair value, are assessed for indicators of impairment at each Statement of Financial Position date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Comprehensive Income as described below.
Financial assets
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.
Investments in subsidiaries are measured at cost less accumulated impairment.
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.
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.
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.
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.
Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.
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.
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 £18,996,891 was recognised in the year ended 31 December 2025.
Carrying value before impairment: £30,287,982
Impairment charge recognised in 2025: (£18,996,891)
Carrying value after impairment: £11,291,091
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.
The directors do not consider that any critical judgements have been made in the application of the Company's accounting policies and no key sources of estimation uncertainty have been identified that have a significant risk of causing a material misstatement to the carrying amount of assets and liabilities within the financial year.
Critical judgements in applying the Company’s accounting policies
**Impairment assessment**
During the year, management identified indicators of impairment relating to the Wildanet Limited'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 £17,097,108 in Wildanet Limited as required as at 31 December 2025, which required the intercompany loan to be impaired.
| Year ended 31.12.2025 |
Period from 25.10.2023 to 31.12.2024 |
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| £ | £ | ||
| Interest receivable and similar income |
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| Interest payable and similar expenses |
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| 12,803,643 | 7,215,032 |
| Year ended 31.12.2025 |
Period from 25.10.2023 to 31.12.2024 |
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| £ | £ | ||
| Impairment loss | 18,996,891 | 79,484,546 |
An analysis of the auditor's remuneration is as follows:
| Year ended 31.12.2025 |
Period from 25.10.2023 to 31.12.2024 |
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| £ | £ | ||
| Fees payable to the Company’s auditor and its associates for the audit of the Company's annual financial statements: | 3,440 | 2,500 | |
| Total audit fees |
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The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
| 31.12.2025 | 31.12.2024 | ||
| Number | Number | ||
| The average monthly number of employees (including directors) was: |
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The Company has no employees other than the directors, who did not receive any remuneration in the current year or prior period.
| Year ended 31.12.2025 |
Period from 25.10.2023 to 31.12.2024 |
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| £ | £ | ||
| Current tax on loss | |||
| UK corporation tax |
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| Total current tax |
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| Total tax on loss |
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The tax assessed for the year is the standard rate of corporation tax in the UK:
| Year ended 31.12.2025 |
Period from 25.10.2023 to 31.12.2024 |
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| £ | £ | ||
| Loss before taxation | (31,823,646) | (86,714,128) | |
| Tax on loss at standard UK corporation tax rate of 25% (2024: 25%) | (
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| Effects of: | |||
| Expenses not deductible for tax purposes |
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| Deferred tax not provided for | 5,778 | 1,627,020 | |
| Total tax charge for year/period | 0 | 0 |
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%).
| 31.12.2025 | 31.12.2024 | ||
| £ | £ | ||
| Subsidiary undertakings |
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Investments in subsidiaries
| 31.12.2025 | |
| £ | |
| Cost | |
| At 01 January 2025 |
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| At 31 December 2025 |
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| Carrying value at 31 December 2025 |
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| Carrying value at 31 December 2024 |
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Investments in shares
The following were subsidiary undertakings of the Company:
| Name of entity | Registered office | Principal activity | Class of shares |
Ownership 31.12.2025 |
Ownership 31.12.2024 |
Held |
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Westbourne House, West Street, Liskeard, Cornwall, United Kingdom, PL14 6BT | Provision of internet services |
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Indirect |
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Westbourne House, West Street, Liskeard, Cornwall, United Kingdom, PL14 6BT | Holding Company |
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Direct |
| 31.12.2025 | 31.12.2024 | ||
| £ | £ | ||
| Debtors: amounts falling due after more than one year | |||
| Amounts owed by Group undertakings (note 13) |
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| 31.12.2025 | 31.12.2024 | ||
| £ | £ | ||
| Amounts owed to Group undertakings (note 13) |
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| Accruals |
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| 31.12.2025 | 31.12.2024 | ||
| £ | £ | ||
| Other loans |
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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/Gresham House British Sustainable Infrastructure Fund II LP and Wildanet Midco 1 Limited. On that date, loan notes with the same terms were entered into between Wildanet Midco 1 Limited and Wildanet Limited, as well as the entering into of a new loan note 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: £7,215,032) has been charged on the loans in the period.
There are fixed and floating charges over all the property and undertakings of the Company.
The loan notes payable between two and five years are £55,505,004 (2024: £Nil) and above five years £74,283,199 (2024: £94,984,561).
| 31.12.2025 | 31.12.2024 | ||
| £ | £ | ||
| Allotted, called-up and fully-paid | |||
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| Presented as follows: | |||
| Called-up share capital presented as equity | 100 | 100 |
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.
The other reserve relates to merger relief of £2,518,473 which has been recognised as a result of the share exchange agreement
The Company has availed of the exemption provided in FRS 102 Section 33 Related Party Disclosures not to disclose transactions entered into with fellow group companies that are wholly owned within the group of companies of which the Company is a wholly owned member.
On 16 March 2026 and 18 March 2026 Wildanet Limited, a subsidiary of Wildanet Midco 2, 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 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 24th May 2030, reduce the overall interest cost on a tranche of its Term Loan and remove amortisation prior to maturity 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 on 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 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.