BCI UK IRR LIMITED

Company Registration Number:
13951635 (England and Wales)

Unaudited statutory accounts for the year ended 31 December 2022

Period of accounts

Start date: 3 March 2022

End date: 31 December 2022

BCI UK IRR LIMITED

Contents of the Financial Statements

for the Period Ended 31 December 2022

Directors report
Profit and loss
Balance sheet
Additional notes
Balance sheet notes

BCI UK IRR LIMITED

Directors' report period ended 31 December 2022

The directors present their report with the financial statements of the company for the period ended 31 December 2022

Principal activities of the company

The Company falls within the Infrastructure & Renewable Resources Program (“I&RR” or “the Program”), whichseeks to invest in tangible long-life assets with potential for strong cash flows and favourable risk-returncharacteristics. The Company’s purpose is to derive returns from investments through capital appreciation,investment income, or both, for the Program’s investments based in Europe.

Political and charitable donations

The Company made no political donations or incurred any political expenditure for the period endedDecember 31, 2022.

Additional information

Small Companies exemptionThis report has been prepared in accordance with the section 414B relating to small companies exemptionwithin Part 15 of the Companies Act 2006 and the Company is therefore exempt from the requirement toprepare a strategic report. Consequently this Report of the directors has been prepared in accordance with thesmall companies provisions of the Companies Act 2006.Disclosure of information to auditorThe directors who held office at the date of approval of this directors’ report confirm that, so far as they areeach aware, there is no relevant audit information of which the Company’s auditor is unaware; and eachdirector has taken all the steps that they ought to have taken as a director to make themselves aware of anyrelevant audit information and to establish that the Company’s auditor is aware of that information.Independent AuditorPursuant to Section 487 of the Companies Act 2006, KPMG LLP has been appointed as the auditor of thecompany in the current year and will continue in office .Going concernThe Company’s financial statements have been prepared on the going concern basis, which assumes that theCompany will be able to meet its financial obligations as and when they fall due.The UK is currently facing challenging economic conditions, with significant increases in inflation and interestrates, fragmented regulatory and macroeconomic environments, and increasing commodity prices that havebeen worsened by the impacts of the Russia-Ukraine war. However, the Company does not have any exposureto interest rates given its only borrowings are with Varese IRR LP Inc. which matures on July 4, 2037. The interestrates charged and suffered are fixed for the term of the debt and there is no risk of finance expenses exceeding finance income for the foreseeable future; the Company does not have any external debt. Notwithstanding theloss of €4,086 incurred during the period, the Company had net assets of €142,685 as at December 31, 2022.After considering the above, the directors have reasonable expectation that the Company has adequateresources to continue to operate as a going concern for at least 12 months from the date of approval of thefinancial statements.Directors' IndemnitiesCertain directors benefit from qualifying third party indemnity provisions in place during the financial periodand at the date of this report. The Company provided qualifying third party indemnity provisions to certaindirectors of associated companies during the financial period and at the date of this report.



Directors

The director shown below has held office during the whole of the period from
3 March 2022 to 31 December 2022

Lea Dubourg-Hrachovec


The directors shown below have held office during the whole of the period from
3 March 2022 to 31 December 2022

Lincoln Webb
James Divoky


The above report has been prepared in accordance with the special provisions in part 15 of the Companies Act 2006

This report was approved by the board of directors on
18 September 2023

And signed on behalf of the board by:
Name: Lea Dubourg-Hrachovec
Status: Director

BCI UK IRR LIMITED

Profit And Loss Account

for the Period Ended 31 December 2022

10 months to 31 December 2022


£
Turnover: 0
Gross profit(or loss): 0
Operating profit(or loss): 0
Interest payable and similar charges: ( 4,042 )
Profit(or loss) before tax: (4,042)
Tax: ( 44 )
Profit(or loss) for the financial year: (4,086)

BCI UK IRR LIMITED

Balance sheet

As at 31 December 2022

Notes 10 months to 31 December 2022


£
Current assets
Investments: 3 357,884
Total current assets: 357,884
Prepayments and accrued income: 4,274
Creditors: amounts falling due within one year: 4 ( 219,473 )
Net current assets (liabilities): 142,685
Total assets less current liabilities: 142,685
Total net assets (liabilities): 142,685
Capital and reserves
Called up share capital: 146,771
Profit and loss account: (4,086 )
Total Shareholders' funds: 142,685

The notes form part of these financial statements

BCI UK IRR LIMITED

Balance sheet statements

For the year ending 31 December 2022 the company was entitled to exemption under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These accounts have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

This report was approved by the board of directors on 18 September 2023
and signed on behalf of the board by:

Name: Lea Dubourg-Hrachovec
Status: Director

The notes form part of these financial statements

BCI UK IRR LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2022

  • 1. Accounting policies

    Basis of measurement and preparation

    These financial statements have been prepared in accordance with the provisions of Financial Reporting Standard 101

    Valuation information and policy

    Valuation frameworkThe objective of valuation techniques is to arrive at a fair value measurement that reflects the price thatwould be received to sell the asset or paid to transfer the liability in an orderly transaction between marketparticipants at the measurement date.The Company uses widely recognized valuation methods for determining the fair value of common andmore simple financial instruments such as foreign currency contracts and money market instruments thatuse only observable market data which requires little management judgment and estimation. Valuationtechniques include net present value and discounted cash flow models, comparison with similarinstruments for which observable market prices exists and other valuation models. Assumptions andinputs used in valuation techniques include risk-free and benchmark interest rates, credit spreads andother factors used in estimating discount rates, money market prices, and foreign currency exchange ratesin estimating valuations of foreign currency contracts.Observable prices and model inputs are usually available in the market for listed debt and equity securities.The availability of observable market prices and model inputs reduces the need for management judgmentand estimation and reduces the uncertainty associated with the determination of fair values. Theavailability of observable market prices and inputs varies depending on the products and markets and isprone to changes based on specific events and general conditions in the financial markets.For more complex instruments, such as private equity and debt investments, the Company usesproprietary valuation models, which are usually developed from recognized valuation methods. Some or allof the significant inputs into these models may not be observable in the market, and are derived frommarket prices or rates, or are estimated based on assumptions. Valuation models that employ significantunobservable inputs require a higher degree of management judgment and estimation in thedetermination of fair value. Management judgment and estimation are usually required for the selection ofthe appropriate valuation model to be used, determination of expected future cash flows on the financialinstrument being valued, determination of the probability of counterparty default and prepayments, andselection of appropriate discount rates.Fair value estimates obtained from models are adjusted for any other factors, such as liquidity risk ormodel uncertainties; to the extent that the Company believes that a third-party market participant wouldtake them into account in pricing a transaction. Fair values reflect the credit risk of the instrument andinclude adjustments to take account of the credit risk of the Company and the counterparties whereappropriate.When third party information, such as broker quotes or pricing services, is used to measure fair value, thenmanagement assesses and documents the evidence obtained from third parties to support the conclusion that such valuations meet the requirements of UK-adopted International Accounting Standards. Thisincludes:verifying that the broker or pricing service is approved by the Company for use in pricing therelevant type of financial instrument;understanding how the fair value has been arrived at and the extent to which it represents actualmarket transactions;when prices for similar instruments are used to measure fair value, how these prices have beenadjusted to reflect the characteristics of the instrument subject to measurement; andif a number of quotes for the same financial instrument have been obtained, then how fair valuehas been determined using those quotes.

    Other accounting policies

    Financial instruments(i) Recognition and measurementFinancial instruments are required to be classified into one of the following categories: amortized cost,fair value through other comprehensive income (“FVOCI”) or fair value through profit or loss (“FVTPL”).All financial instruments are measured at fair value on initial recognition. Measurement in subsequentperiods depends on the classification of the financial instrument. Transaction costs are included in theinitial carrying amount of financial instruments except for financial instruments classified as FVTPL inwhich case transaction costs are expensed as incurred.Financial assets and financial liabilities are recognized initially on the trade date, which is the date onwhich the Company become a party to the contractual provisions of the instrument. The Companyderecognizes a financial liability when its contractual obligations are discharged, cancelled or expired.Financial assets and liabilities are offset and the net amount is presented in the Statement of FinancialPosition only when the Company have a legal right to offset the amounts and intend either to settle ona net basis or to realize the asset and settle the liability simultaneously.All financial assets not classified as measured at amortized cost or FVOCI as described above aremeasured at FVTPL. On initial recognition the Company may irrevocably elect to measure financialassets that otherwise meet the requirements to be measured at amortized cost or at FVOCI as at FVTPLwhen doing so results in more relevant information.Financial assets are not reclassified subsequent to their initial recognition, unless the Company changetheir business models for managing financial assets, in which case all affected financial assets arereclassified on the first day of the first reporting period following the change in the business model.The Company has not classified any of its financial assets as FVOCI.A financial liability is generally measured at amortized cost, with exceptions that may allow forclassification as FVTPL. These exceptions include financial liabilities that are mandatorily measured atfair value through profit or loss, such as derivative financial liabilities. On initial recognition theCompany irrevocably designate a financial liability as measured at FVTPL when doing so results in morerelevant information.(ii) Fair value through profit or lossFinancial instruments classified as FVTPL are subsequently measured at fair value at each reportingperiod with changes in fair value recognized in the Statement of Comprehensive Income in the periodin which they occur. The Company’s investments, derivative financial instruments, and redeemableunits are classified as FVTPL.Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderlytransaction between market participants at the measurement date. The fair value of financial assetsand liabilities traded in active markets (such as publicly traded derivatives and marketable securities)are based on quoted market prices at the close of trading on the reporting date. The Company’s policyis to recognize transfers into and out of the fair value hierarchy levels as of the date of the event orchange in circumstances giving rise to the transfer.The fair value of financial assets and liabilities that are not traded in an active market, including nonpubliclytraded derivative financial instruments, is determined using valuation techniques. Valuationtechniques include the use of comparable recent arm’s length transactions, reference to otherinstruments that are substantially the same, discounted cash flow analysis, and others commonly usedby market participants and which make the maximum use of observable inputs. Should the value ofthe financial asset or liability, in the opinion of BCI, be inaccurate, unreliable or not readily available,the fair value is estimated on the basis of the most recently reported information of a similar financialasset or liability.Amortized costFinancial assets and liabilities classified as amortized cost are recognized initially at fair value plus anydirectly attributable transaction costs. Subsequent measurement is at amortized cost using theeffective interest method, less any impairment losses. The Company classify interest receivable asamortized cost.The effective interest method is a method of calculating the amortized cost of a financial asset orliability and of allocating interest income or expense over the relevant period. The effective interestrate is the rate that discounts estimated future cash payments through the expected life of thefinancial asset or liability, or where appropriate, a shorter period.(iv) Classification of financial assets and liabilitiesThe following table summarizes the classification of the Company’s financial assets and liabilities:FINANCIAL ASSET OR LIABILITY CLASSIFICATIONInterest receivable Amortized costIncome tax payable Amortized costInvestments FVTPLPayable to related party FVTPL(b) Foreign exchangeThese financial statements are denominated in Euros. Foreign denominated investments and other foreigndenominated assets and liabilities are translated into Euros using the exchange rates prevailing on eachvaluation date. Purchases and sales of investments, as well as income and expense transactionsdenominated in foreign currencies, are translated using exchange rates prevailing on the date of thetransaction. Foreign currency gains and losses are recognized in the Statement of Comprehensive Income.

BCI UK IRR LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2022

  • 2. Employees

    10 months to 31 December 2022
    Average number of employees during the period 0

BCI UK IRR LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2022

3. Current assets investments note

Classes of investmentsInfrastructure and related investments typically include large-scale physical assets that provide essentialservices to societies. Typical investment areas include:utilities providing water, electricity, gas, and wastewater treatment services;energy, including pipeline transmission and storage; transportation, including roads, railways, bridges, airports, and port terminals; andcommunications, including telecom towers, data centres, and fibre optic cables.The Company primarily invests directly in privately held companies, but also invests selectively throughprivate limited partnerships managed by external fund managers. The Company’s investments arecomprised of direct equity and debt investments. Direct private investments can be made independently,or with other partners (co-sponsorships or co-investments). These investments are privately negotiatedtransactions involving private, and on occasion, public companies. Investments consist primarily of equity,debt, or hybrid securities of investee companies.Fair value hierarchyThe table below analyzes financial instruments measured at fair value at the reporting date by the level inthe fair value hierarchy into which the fair value measurement is categorized. The amounts are based onthe values recognized in the financial statements. All fair value measurements below are recurring.The fair values of financial assets and financial liabilities that are traded in active markets are based onquoted market prices or dealer price quotations. For all other financial instruments, the Companydetermines fair values using other valuation techniques.For financial instruments that trade infrequently and have little price transparency, fair value is lessobjective, and requires varying degrees of judgment depending on liquidity, concentration, uncertainty ofmarket factors, pricing assumptions and other risks affecting the specific instrument.The Company measures fair values using the following fair value hierarchy that reflects the significance ofthe inputs used in making the measurements.Level 1 inputs that are quoted market prices (unadjusted) in active markets for identicalinstruments.Level 2 inputs other than quoted prices included within Level 1 that are observable either directly(i.e., as prices) or indirectly (i.e., derived from prices). Level 3 inputs that are unobservable.During 2022, there were no significant transfers between Level 1 and Level 2.(d) Level 3 reconciliationThe following table shows a reconciliation from the beginning balances to the ending balances for fair valuemeasurements in Level 3 of the fair value hierarchy.During 2022, there were no significant transfers into or out of Level 3.(e) Significant unobservable inputs used in measuring fair valueThe following table sets out information about significant unobservable inputs used at period-end inmeasuring the fair value of investments categorized as Level 3 in the fair value hierarchy as at December 31.Effects of unobservable inputs on fair value measurementCertain direct private equity investments are valued based on information received from externalmanagers. The fair value of these investments fluctuates in response to changes in specific assumptions forthat particular investee as determined by the external manager.For certain direct private debt and direct private equity investments, BCI engages third party independentvaluators to estimate the fair market value. The valuators produce comprehensive reports for eachapplicable investment. The fair value of these investments fluctuates in response to changes in specificassumptions for the key unobservable inputs.Although BCI believes that its estimates of fair value in Level 3 are appropriate, the use of differentmethodologies or assumptions could lead to different measurements of fair value and net assets.At December 31, 2022, the Company did not hold any investments in Level 3 with sensitivity to change insignificant unobservable input.

BCI UK IRR LIMITED

Notes to the Financial Statements

for the Period Ended 31 December 2022

4. Creditors: amounts falling due within one year note

10 months to 31 December 2022
£
Other creditors 219,473
Total 219,473