Company registration number SC327270 (Scotland)
PIP INFRASTRUCTURE MANAGERS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PIP INFRASTRUCTURE MANAGERS LIMITED
COMPANY INFORMATION
Directors
Edward Wilson
Amit Thakrar
Company number
SC327270
Registered office
C/O Foresight Group LLP
Clarence House
133 George Street
Edinburgh
Scotland
EH2 4JS
Independent Auditors
BDO LLP
55 Baker Street
London
W1U 7EU
PIP INFRASTRUCTURE MANAGERS LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditors' report
4 - 6
Statement of comprehensive income
7
Statement of financial position
8
Statement of changes in equity
9
Statement of cash flows
10
Notes to the financial statements
11 - 30
PIP INFRASTRUCTURE MANAGERS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The Directors present the S trategic R eport for the year ended 31 December 2024.

Principal activities

PIP Infrastructure Managers Limited ("the Company") was established and operates as an investment holding company for its parent, to invest in primary social and economic infrastructure projects in the UK which offer investors the opportunity to earn attractive risk adjusted returns with a low correlation to economic cycles and other investment classes for its projected life.

The Company invests in social and economic infrastructure projects (including health, defence, education, social housing, government accommodation, custodial facilities, roads, bridges, rail and waste management) underpinned by long term secure government contracts characterised by stable, predictable, availability based cash flows.

The Company was established and operates as an investment holding company. The Company holds an equity investment in PIP Infrastructure Investments (No 5) Limited and subordinated debt investment in PIP I nfrastructure Investments (No 6) Limited. The Directors do not expect any developments in the Company's business in the current period to result in significant changes in its present activities.

Results and review of busiess

The total comprehensive loss for the period is set out in the Statement of C omprehensive Income on page 7. The Directors have considered the performance of the Company during the period and its financial position at the end of the year. In considering the performance of the Company, the Directors have considered the factors including (i) the impact of market conditions on the various sectors being serviced by the projects, (ii) regulatory developments, (iii) operational performance including technical availability, (iv) the relevant inflation and interest rate environments, (v) energy price movements and any associated commodity based revenue streams and (vi) the various credit risks associated with key counterparties of the project companies are considered as part of the overall valuation analysis. After takings these factors into consideration, the Directors still consider the prospects for the future to be satisfactory.

Principal risks and uncertainties

The key risks and uncertainties faced by the Company are managed within the framework established for the Investment Manager. Exposures to market risk, credit risk and liquidity risk arise in the normal course of the Company's business. These risks are discussed, and supplementary qualitative and quantitative information is provided in Note s 14-20 to the financial statements. The Company is funded by the Immediate Holding Companies and as a result financial risks are managed by the Company in conjunction with the Immediate Holding Companies.

Climate change

The Directors recognise that it is important to disclose their view of the impact of climate change on the Company. The Company's key operational contracts are long-term and with a small number of known counterparties. In most cases, the cashflows from these contracts can be predicted with reasonable certainty for at least the medium-term. Having considered the Company's operations, its contracted rights and obligations and forecast cash flows, there is not expected to be a significant impact upon the Company's operational or financial performance arising from climate change.

Key performance indicators

The Directors of the Company consider its operations to be consistent with those at the level of the Immediate Holding Companies that are managed by the Investment Manager. For this reason, the Company's Directors believe that an analysis using key performance indicators for the Company is not necessary or appropriate for an understanding of the development, performance or position of the business of the Company.

On behalf of the board

Edward Wilson
Director
1 September 2025
PIP INFRASTRUCTURE MANAGERS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -

The Directors present their annual report and the audited financial statements for the Company for the year ended 31 December 2024.

Results and dividends

The results for the year are set out on page 7.

No ordinary dividends were paid in the year to 31 December 2024 or 2023. The Directors do not recommend payment of a final dividend.

Directors

The Directors who held office during the year and up to the date of signature of the financial statements were as follows:

Pinecroft Corporate Services Limited
(Resigned 3 March 2025)
Edward Wilson
Amit Thakrar
(Appointed 3 March 2025)
Qualifying third party indemnity provisions

The Company has made qualifying third party indemnity provisions for the benefit of its Directors during the year. These provisions remain in force at the reporting date.

Future developments

The Company remain s committed to the business of holding investments and will continue to manage its existing and new investments in the future.

Auditors

The independent auditors, BDO LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

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 prepared the financial statements in accordance with UK adopted international accounting standards.

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 the financial statements, the Directors are required to:

- select suitable accounting policies and then apply them consistently;

- state whether applicable UK-adopted international accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

- make judgements and accounting estimates that are reasonable and prudent; 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 safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are also 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.

PIP INFRASTRUCTURE MANAGERS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Statement of disclosure to auditors

Each director in office at the date of approval of this annual report confirms that:

- so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware, and

- the director has taken all the steps that he / she 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 auditors are aware of that information.

Going concern

These financial statements have been prepared on the going concern basis for the reasons set out in the Accounting Policies.

On behalf of the board
Edward Wilson
Director
1 September 2025
PIP INFRASTRUCTURE MANAGERS LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF PIP INFRASTRUCTURE MANAGERS LIMITED
- 4 -
Opinion on the financial statements

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 year then ended;

- have been properly prepared in accordance with UK adopted international accounting standards; and

- have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of PIP Infrastructure Managers Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, statement of financial position, statement of changes in equity, statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.

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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Conclusions relating to going concern

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.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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 contained within the Directors report and Strategic report, other than the financial statements and our auditor's 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.

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 course of 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 gives rise to a material misstatement in the financial statements themselves. 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.

Other Companies Act 2006 reporting

In our opinion, based on the work undertaken in the course of our audit:

- the information given in the Strategic report and the Directors' r eport 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.

PIP INFRASTRUCTURE MANAGERS LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF PIP INFRASTRUCTURE MANAGERS LIMITED
- 5 -

In light of the 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 the 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.

Responsibilities of directors

As explained more fully in the Statement of Directors Responsibilities, 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 C ompany'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.

Auditors' 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 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.

Extent to which the audit was capable of detecting irregularities, including fraud

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 below:

Non-compliance with laws and regulations

Based on:

- Our understanding of the Company and the industry in which it operates;

- Discussion with management and those charged with governance; and

- Obtaining an understanding of the Company’s policies and procedures regarding compliance with laws and regulations.

We considered the significant laws and regulations to be the applicable accounting framework.

The Company is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations.

Our procedures in respect of the above included:

- Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and regulations;

- Review of financial statement disclosures and agreeing to supporting documentation;

- Involvement of tax specialists in the audit;

- Review of legal expenditure accounts to understand the nature of expenditure incurred.

PIP INFRASTRUCTURE MANAGERS LIMITED
INDEPENDENT AUDITORS' REPORT (CONTINUED)
TO THE MEMBERS OF PIP INFRASTRUCTURE MANAGERS LIMITED
- 6 -

Fraud

We assessed the susceptibility of the financial statements to material misstatement, including fraud.

Our risk assessment procedures included:

- Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;

- Obtaining an understanding of the Company’s policies and procedures relating to:

  - Detecting and responding to the risks of fraud; and

  - Internal controls established to mitigate risks related to fraud.

- Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;

- Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and

- Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement.

Based on our risk assessment, we considered the areas most susceptible to fraud to be the valuation of the investments and management override of controls.

Our procedures in response to the above included:

- Assessing significant estimates made by management in the valuation of Investments for bias; and

- Testing journals, based on risk assessment criteria as well as an unpredictable sample, and evaluating whether there was evidence of bias by the Investment Manager and members that represented a risk of material misstatement due to fraud.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the special purpose financial statements, recognising that 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 concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the special purpose financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at:

https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s 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 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.

Elizabeth Hooper (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
1 September 2025
BDO is a limited liability partnership registered in England and Wales (with registered number OC305127).
PIP INFRASTRUCTURE MANAGERS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
2024
2023
Notes
£'000
£'000
Administrative expenses
(58)
-
0
Operating loss
(58)
-
Investment income
4
30,365
31,244
Finance costs
5
(22,775)
(22,740)
Net change in fair value of financial assets at fair value through profit or loss
(22,584)
(68,793)
Loss before taxation
(15,052)
(60,289)
Taxation
6
-
-
Loss and total comprehensive expense for the year
(15,052)
(60,289)

The income statement has been prepared on the basis that all operations are continuing operations.

The notes on pages 11 to 30 form part of these financial statements.

PIP INFRASTRUCTURE MANAGERS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 8 -
2024
2023
Notes
£'000
£'000
ASSETS
Non-current assets
Investments
7
246,795
261,414
Current assets
Trade and other receivables
11
24,773
23,251
Total assets
271,568
284,665
EQUITY
Called up share capital
13
224,445
224,445
Retained earnings
(179,912)
(164,860)
Total equity
44,533
59,585
LIABILITIES
Non-current liabilities
Borrowings
12
227,035
225,080
Total liabilities
227,035
225,080
Total equity and liabilities
271,568
284,665

The notes on pages 11 to 30 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 1 September 2025 and are signed on its behalf by:
Edward Wilson
Director
Company registration number SC327270 (Scotland)
PIP INFRASTRUCTURE MANAGERS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
Called up share capital
Retained earnings
Total
£'000
£'000
£'000
Balance at 1 January 2023
224,445
(104,571)
119,874
Year ended 31 December 2023:
Total comprehensive loss
-
(60,289)
(60,289)
Balance at 31 December 2023
224,445
(164,860)
59,585
Year ended 31 December 2024:
Total comprehensive loss
-
(15,052)
(15,052)
Balance at 31 December 2024
224,445
(179,912)
44,533

The notes on pages 11 to 30 form part of these financial statements.

PIP INFRASTRUCTURE MANAGERS LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
Notes
£'000
£'000
Cash flows from operating activities
Cash absorbed by operations
22
(7,590)
(8,504)
Interest received
23,955
23,137
Dividends received
6,410
8,107
Interest paid
(22,775)
(22,740)
Net cash inflow from operating activities
-
-
Net increase in cash and cash equivalents
-
0
-
0
Cash and cash equivalents at beginning of year
-
0
-
0
Cash and cash equivalents at end of year
-
0
-
0

The notes on pages 11 to 30 form part of these financial statements.

PIP INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
1
Accounting policies
Company information

PIP Infrastructure Managers Limited ("the Company") is a private company limited by shares incorporated in Scotland. The registered office is C/O Foresight Group LLP, Clarence House, 133 George Street, Edinburgh, Scotland, EH2 4JS.

The company's principal activities and nature of its operations are disclosed in the Strategic Report.

1.1
Accounting convention

The financial statements of the Company have been prepared on a going concern basis in accordance with applicable law (i.e. the Companies Act 2006) and UK adopted international accounting standards. The financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities at fair value through profit or loss.

The Company meets the definition of an Investment Entity as defined by IFRS 10 and is required to account for the investment in the subsidiary at fair value through profit and loss.

The preparation of financial statements in accordance with UK adopted international accounting standards requires the use of certain critical accounting estimates. It also requires the D irectors to exercise judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

Standards and amendments to existing standards effective 1 January 2025 have not been early adopted

There are no new or amended standards effective this year that have had a material impact on these financial statements.

A number of UK adopted international accounting standards have been issued but are not yet effective and have not been applied in these financial statements. The Directors do not expect that, when effective, they will have any material impact on the financial statements in future periods.

1.2
Going concern

The Company prepares cash flow forecasts covering the expected life of the asset true s and so including the 12 month period from the date the financial statements are signed. In drawing up these forecasts, the Directors have made assumptions based upon their view of the current and future economic conditions that will prevail over the forecast period. Based on these forecasts the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.

PIP INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 12 -
1.3
Non-current investments

A subsidiary is an entity that is controlled by the Company. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

Where the Company is deemed to control an underlying portfolio company either directly or indirectly through a holding company subsidiary and whether the control be via voting rights or through the ability to direct the relevant activities in return for access to a significant portion of the variable gains and losses derived from those relevant activities, the underlying portfolio company and its results are not consolidated and are instead reflected at fair value through profit or loss. As at 31 December 2024, the Company is directly invested in two such portfolio companies, which in turn have invested in a number of portfolio companies.

The Company does not have any other direct subsidiaries other than that determined to be an investment entity. I nvestment entity subsidiary investment is measured at fair value through profit or loss and is not consolidated in accordance with IFRS 10. Dividends from the investment are recognised in profit or loss.

Movements in the fair value of the Company's underlying portfolio company held via the investment entity subsidiary and the existence of unfunded commitments may expose the Company to potential gains or losses.

The Company has taken the exemption permitted by IAS 28 "Investments in Associates and Joint Ventures" and IFRS 11 "Joint Arrangements" for entities similar to investment entities and measures its investments in associates and joint ventures at fair value. The Directors consider an associate to be an entity over which the Company has significant influence, through an ownership of between 20 and 50 per cent.

1.4
Loans and borrowings

Loans and borrowings are recognised initially at fair value, net of transaction costs incurred and are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the Statement of Comprehensive Income over the period of the borrowing using the effective interest method.

1.5
Financial assets and liabilities

The Company classifies its investment in equity securities and loan security receivables as financial assets at fair value through profit or loss. The company classifies its liabilities at amortised cost.

Fair value estimation of financial assets and liabilities

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The fair value of financial assets that are not traded in an active market is determined using valuation techniques. The Company uses a variety of methods and makes assumptions that are based on market conditions existing at each reporting date. The fair values of equity securities and holding company investments are calculated using discounted cash flow models based on future profitability forecasts. In summary, the valuation model will include the review of operational performance against plan and other general operational risk indicators.

The valuation methodology employed is based on a discounted cash flow analysis of the future expected equity and loan note cash flows (including all fee income). The fair value for each investment is derived from the present value of the investment's expected future cash flows, using reasonable assumptions and forecasts and an appropriate discount rate. The Investment Manager exercises its judgement in assessing the expected future cash flows from each investment. Each investee company produces detailed concession life financial models. The Company's share of those cash flows are then extracted and a discount rate applied. The discount rate applied is subject to the appropriate risk free rate e.g. Indexed Linked Gilts and the projects' performance and risks (e.g. liquidity, currency risks, market appetite) including any risks to project earnings (e.g. predictability and covenant of the concession income), all of which may be differentiated by project phase.

PIP INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
Financial assets
Financial assets at fair value through profit or loss

Financial assets designated at fair value through profit or loss at inception are financial instruments that are not classified as held for trading but are managed, and their performance is evaluated on a fair value basis in accordance with the Company’s documented investment strategy.

The Company's policy requires the Directors to evaluate the information about these financial assets on a fair value basis together with other related financial information.

Financial assets at fair value through profit or loss are initially recognised at fair value. Transaction costs are expensed as incurred in the Statement of Comprehensive Income.

Subsequent to initial recognition, all financial assets at fair value through profit or loss are measured at fair value. Gains and losses arising from changes in the fair value of the "financial assets at fair value through profit or loss" category are presented in the Statement of Comprehensive Income in the period in which they arise.

Financial assets held at amortised cost

Receivables are initially recognised at fair value and measured subsequently at amortised cost using the effective interest rate method, less any expected credit losses. Receivables are capitalised and rolled up into principal amounts as prescribed in the underlying loan agreements.

Derecognition of financial assets

Financial assets are derecognised when the rights to receive cash flows from the investments have expired or the Company has transferred substantially all risks and rewards of ownership.

Financial liabilities
Financial liabilities at fair value through profit or loss

Other financial liabilities, including borrowings, t rade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the Statement of Comprehensive Income over the period of the borrowing using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.

1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.7
Taxation

The tax expense represents the tax currently payable.

Current tax

The Company is exempt from income tax on its UK dividend income. Income from any other sources is taxable at 25.00% (2024: 23.52%). Current tax, including UK corporation tax, is reflected at amounts to be recovered or paid using the tax rate and laws that have been enacted or substantively enacted at the Statement of Financial Position date.

PIP INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
1.8

Investment entity

The Company has determined that it meets the definition of an investment entity per IFRS 10 as the following conditions exist:

- The Company has obtained funds for the purpose of providing investors with professional investment management services;

- The Company's business purpose, which was communicated directly to investors, is investing for capital appreciation and investment income; and

- The investments are measured and evaluated on a fair value basis.

In determining the Company's status as an investment entity in accordance with IFRS 10, the Company considered:

- The Company's parent entity has raised commitments from a number of investors in order to raise capital to invest in infrastructure investments through the Company and to provide the investors with investment management services with respect to these infrastructure investments;

- The Company intends to generate capital and income returns from its infrastructure investments which will, in turn, be distributed in accordance with the Company's policy; and

- The Company evaluates its infrastructure investments' performance on a fair value basis, in accordance with the policies set out in these financial statements.

Although the Company met all three defining criteria, it has also assessed the business purpose of the Company, the investment strategies for the infrastructure investments, the nature of any earnings from the infrastructure investments and the fair value models. The Company made this assessment in order to determine whether any additional areas of judgement exist with respect to the typical characteristics of an investment entity versus those of the Company. Subsidiaries are therefore measured at fair value through profit or loss, in accordance with IFRS 13 “Fair Value Measurement” and IFRS 9 “Financial Instruments”.

PIP INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
2
Critical accounting estimates and judgements

The preparation of the financial statements requires the application of estimates and assumptions which may affect the results reported in the financial statements. Estimates, by their nature, are based on judgement and available information. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying value of assets and liabilities are those used to determine the fair value of the investments. The estimates and assumptions that have a significant risk of causing a material impact on the financial statements are outlined below.

(a) Fair value of equity securities including investment in subsidiary

Fair values of such instruments are determined by using valuation techniques. Where valuation techniques are used to determine fair values, they are validated and periodically reviewed by the Investment Manager and approved by the Board of Directors quarterly.

(b) Investment entity status

The Directors have determined that the Company meets the definition of an investment entity

(c) Subsidiaries

The Company controls 100% of the voting rights and ownership interests in PIP Infrastructure Investments (No 5) Limited and PIP Infrastructure Investments (No 6) Limited. The Company indirectly controls 75% of the voting rights and ownership interests in PIP Infrastructure Investments (Southmead) Limited.

Per IFRS 10, there is a requirement for the Directors to assess whether the Subsidiary is itself an Investment Entity. The Directors have performed this assessment and have concluded that the Subsidiary is itself an Investment Entity for the reasons below:

(i) The Subsidiary has obtained funds for the purpose of investing in equity or other similar interests in multiple investments and providing the Company and its investors with returns from capital appreciation and investment income.

(ii) The performance of investments made through the Subsidiary are measured and evaluated on a fair value basis. Furthermore, the Subsidiary is not deemed to be an operating entity providing services to the Company, and therefore is able to apply the exception to consolidation.

Movements in the fair value of the Subsidiary's portfolio and corresponding movements in the fair value of the Subsidiary may expose the Company to a loss.

3
Auditors' remuneration

Fees charged by the Company's Independent Auditors for the audit of the Company's annual financial statements for the period ended 31 December 2024 amounted to £9.8 k (2023: £7.2 k) and were borne by the parent company.

4
Investment income
2024
2023
£'000
£'000
Interest income
Loan note interest income
23,955
23,137
Other income
Dividends from shares in group undertakings
6,410
8,107
30,365
31,244
PIP INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
5
Finance costs
Notes
2024
2023
£'000
£'000
Interest due to Group undertakings
23
22,775
22,740
6
Taxation

The charge for the year can be reconciled to the loss per the income statement as follows:

2024
2023
£'000
£'000
Loss before taxation
(15,052)
(60,289)
Expected tax credit based on a corporation tax rate of 25.00% (2023: 23.52%)
(3,763)
(14,180)
Effect of expenses not deductible in determining taxable profit
5,660
16,181
Income not taxable
(1,602)
(1,907)
Group relief
(295)
(83)
Deferred tax adjustments in respect of prior years
-
0
(11)
Taxation charge for the year
-
-

In 2021 an increase in the corporation tax rate to 25% with effect from 1 April 2023 was substantively enacted. The 23.52% rate used above in the prior year reflected 9 months of this new rate and 3 months of the previous rate of 19%.

7
Investments at fair value through profit and loss
Non-current
2024
2023
£'000
£'000
Equity interest
64,898
75,476
Investment in debt securities
181,897
185,938
246,795
261,414
PIP INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
7
Investments at fair value through profit and loss
(Continued)
- 17 -
Movements in non-current investments
Equity
Investment
Total
interest
in debt
securities
£'000
£'000
£'000
Cost or valuation
At 1 January 2024
75,476
185,938
261,414
Net change in fair value of financial assets at fair value
(10,578)
(12,006)
(22,584)
Amounts repaid
-
(8,241)
(8,241)
Capitalised interest
-
16,206
16,206
At 31 December 2024
64,898
181,897
246,795
Carrying amount
At 31 December 2024
64,898
181,897
246,795
At 31 December 2023
75,476
185,938
261,414
2024
2023
£'000
£'000
Change in unrealised (loss)/gain for Level 3 assets held as at year end and included in net changes in fair value of financial assets at fair value through profit and loss.
(22,584)
(68,793)
PIP INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
7
Investments at fair value through profit and loss
(Continued)
- 18 -

The Loan Notes are redeemable in accordance with conditions set out in the loan instrument agreements. Interest shall accrue on the principal amount outstanding on the Loan Notes at a fixed rate per annum. The interest is receivable on 31 March and 30 September of each year. If PIP Infrastructure Investments (No 6) Limited does not have sufficiently available cash to make any interest payments, these amounts will be deferred and capitalised.

The table below sets out the terms of the Loan Notes issued by the Company up to 31 December 2024:

Maturity date | Issue date | Interest rate per annum | Loan Notes issue created and authorised | PIK Notes issue created and authorised
31/03/33 | 12/08/13 | 11.625% | GBP 100,000,000 | Unlimited
30/09/60 | 11/11/15 | 10.075% | Unlimited | Unlimited
31/03/36 | 16/12/15 | 11.625% | Unlimited | Unlimited
31/03/37 | 30/09/16 | 10.875% | Unlimited | Unlimited
31/03/41 | 30/09/16 | 13.125% | Unlimited | Unlimited
16/03/47 | 29/11/16 | 12.295% | Unlimited | Unlimited
30/09/37 | 28/10/16 | 8.625% | Unlimited | Unlimited
31/03/45 | 24/03/17 | 9.875% | Unlimited | Unlimited
30/09/42 | 31/05/17 | 10.875% | Unlimited | Unlimited
31/03/43 | 13/11/17 | 8.325% | Unlimited | Unlimited

As at 31 December 2024 and 2023 the carrying amounts of the financial assets at fair value through profit and loss approximate their fair value

8
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Principal activities
Class of
% Held
shares held
Direct
Indirect
PIP Infrastructure Investments (No 5) Limited
c/o Foresight Group LLP, The Shard, 32 London Bridge Street, London, SE1 9SG
Investment holding
Ordinary
100.00
-
PIP Infrastructure Investments (No 6) Limited
c/o Foresight Group LLP, The Shard, 32 London Bridge Street, London, SE1 9SG
Investment holding
Ordinary
100.00
-
PIP Infrastructure Investments (Southmead) Limited
c/o Foresight Group LLP, The Shard, 32 London Bridge Street, London, SE1 9SG
Investment holding
Ordinary
-
75.00
PIP INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
9
Associates

Details of the company's associates at 31 December 2024 are as follows:

Name of undertaking
Registered office
Principal activities
Class of
% Held
shares held
Direct
Indirect
AWRP Holding Co Limited
3rd Floor 3-5 Charlotte Street, Manchester, M1 4HB
Investment holding
Ordinary
-
33.00
Amey Hallam Highways Holdings Limited
3rd Floor 3-5 Charlotte Street, Manchester, M1 4HB
Investment holding
Ordinary
-
33.00
Amey Hallam Highways Limited
3rd Floor 3-5 Charlotte Street, Manchester, M1 4HB
Finance, rehabilitate, operate and maintain Sheffield Highways
Ordinary
-
33.00
Cornwall Energy Recovery Holdings Limited
SUEZ House, Grenfell Road, Maidenhead, Berkshire, SL6 1ES
Investment holding
Ordinary
-
33.00
Cornwall Energy Recovery Limited
SUEZ House, Grenfell Road, Maidenhead, Berkshire, SL6 1ES
Construction and operation of waste treatment infrastructure
Ordinary
-
33.00
Scot Roads Partnership Finance Limited
1e Willow House, Kestrel View, Strathclyde Business Park, Bellshill, ML4 3PB
Raising of finance and the onward loan of proceeds to subsidiary Scot Roads Partnership Project Limited
Ordinary
-
30.00
Scot Roads Partnership Holdings Limited
1e Willow House, Kestrel View, Strathclyde Business Park, Bellshill, ML4 3PB
Investment holding
Ordinary
-
30.00
Scot Roads Partnership Project Limited
1e Willow House, Kestrel View, Strathclyde Business Park, Bellshill, ML4 3PB
Design, construction, operation and maintenance services on M8, M73 and M74
Ordinary
-
30.00
West London Energy Recovery Holdings Limited
SUEZ House, Grenfell Road, Maidenhead, Berkshire, SL6 1ES
Investment holding
Ordinary
-
33.00
West London Energy Recovery Limited
SUEZ House, Grenfell Road, Maidenhead, Berkshire, SL6 1ES
Provision of waste treatment infrastructure
Ordinary
-
33.00
AWRP SPV Limited
3rd Floor 3-5 Charlotte Street, Manchester, M1 4HB
Design, installation, operation and maintenance of residential waste treatment facilities
Ordinary
-
33.00
The Hospital Company (Southmead) Holdings Limited
8 White Oak Square, London Road, Swanley, BR8 7AG
Investment holding
Ordinary
-
37.50
Sustainable Communities for Leeds (Finance) PLC
Unit 18 Riversway Business Village, Navigation Way, Ashton-on-Ribble, Preston, PR2 2YP
Issue of bonds and on-loaning the proceeds of bond issue to Sustainable Communities for Leeds Limited
Ordinary
-
37.50
PIP INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 20 -
10
Joint ventures

Details of the company's joint ventures at 31 December 2024 are as follows:

Name of undertaking
Registered office
Principal activities
Interest
% Held
held
Direct
Indirect
Birmingham Highways Holdings Limited
One Colmore Square, Birmingham, B4 6HQ
Investment holding
Ordinary
-
50.00
Birmingham Highways Limited
Unit G1 Ash Tree Court, Nottingham Business Park, Nottingham, NG8 6PY
Finance, rehabilitate, operate and maintain Birmingham Highways
Ordinary
-
50.00
High Wood Health (Hold Co) Limited
3rd Floor, South Building, 200 Aldersgate Street, London, EC1A 4HD
Investment holding
Ordinary
-
50.00
High Wood Health (Project Co) Limited
3rd Floor, South Building, 200 Aldersgate Street, London, EC1A 4HD
Design, build, finance and maintenance of a hospital for Dumfries and Galloway Health Board
Ordinary
-
50.00
High Wood Health (Finance Co) plc
3rd Floor, South Building, 200 Aldersgate Street, London, EC1A 4HD
Raising of finance and onward loan proceeds to High Wood Health (Project Co) Limited
Ordinary
-
50.00
The Hospital Company (Liverpool) Holdings Limited
8th Floor Central Square, 29 Wellington Street, Leeds, LS1 4DL
Investment holding
Ordinary
-
50.00
The Hospital Company (Liverpool) Limited
8th Floor Central Square, 29 Wellington Street, Leeds, LS1 4DL
Design, redevelopment, financing, operation and maintenance of Liverpool Hospital
Ordinary
-
50.00
Sustainable Communities for Leeds (Holdings) Limited
Unit 18 Riversway Business Village, Navigation Way, Ashton-on-Ribble, Preston, PR2 2YP
Investment holding
Ordinary
-
50.00
Sustainable Communities for Leeds Limited
Unit 18 Navigation Way, Ashton-on-Ribble, Preston, PR2 2YP
Refurbishment of housing stock in Leeds, alongside demolition of properties and construction of new build properties
Ordinary
-
50.00
The Hospital Company (Southmead) Limited
8 White Oak Square, London Road, Swanley, BR8 7AG
Design, redevelopment, financing, operation and maintenance of Southmead Hospital
Ordinary
-
50.00
11
Trade and other receivables
2024
2023
£'000
£'000
Amounts owed by fellow group undertakings
24,773
23,251

Amounts owed from Group companies is accrued interest on debt securities of £24,773k (2023: £23,193k) and other receivables of £nil (2023: £58k).

As at 31 December 2024 and 2023, the carrying amounts of receivables approximate their fair value.

PIP INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 21 -
12
Borrowings
Non-current
2024
2023
£'000
£'000
Borrowings held at amortised cost:
Loan from parent company
227,035
225,080

The Loan from parent company bears interest at a rate of 10.047% and relates to unsecured loan stock. In the event of the Company winding up, it would rank alongside ordinary creditors.

The interest on the principal amount accrues daily and is payable in cash on 30 June and 31 December each year. If the Company does not have sufficiently available cash to make any interest payments, these amounts will be deferred and capitalised.

13
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£'000
£'000
Issued and fully paid
Ordinary Shares of £1 each
224,445,156
224,445,156
224,445
224,445

The holder of the ordinary share is entitled to receive dividends as declared from time to time and is entitled to one vote per share at meetings of the Company.

The company issued 224,445,155 ordinary shares of GBP1.00 at par on 6 December 2017.

PIP INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
14
Financial risk factors

The objective of the Company's financial risk management is to manage and control the risk exposures of its investment portfolio. The Directors have overall responsibility for overseeing the management of financial risks. The review and management of financial risks are performed by the Directors, which has documented procedures designed to identify, monitor and manage the financial risks to which the Company is exposed. This note presents information about the Company's exposure to financial risks, its objectives, policies and processes for managing risk and the Company's management of its financial resources.

The Company indirectly owns a portfolio of investments in subordinated debt and the ordinary equity of PFI/PPP companies. These companies are structured at the outset to minimise financial risks of acquiring and holding the investments. The Company primarily focuses its risk management on the direct financial risks of acquiring and holding the investments, but continues to monitor the indirect financial risks of the underlying projects through representation, where appropriate, on the Boards of the project companies and the receipt of regular financial and operational performance reports.

Market risk Market risk is defined as the potential loss in value or earnings of the Company arising from changes in external market factors such as: interest rates (interest rate risk); foreign exchange rates (currency risk); and equity markets (other price risk). The investments are susceptible to market price risk arising from uncertainties about future values of the instruments. The Company has an Investment Manager who provides the Board of Directors with investment recommendations. The Investment Manager's recommendations are reviewed by the Board of Directors before the investment decisions are implemented. The performance of the investments held by the Company are monitored by the Investment Manager and reviewed by the Board of Directors both on a quarterly basis.

PIP INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
15
Market risk
(Continued)

(a) Price risk

Returns from the Company's investments are affected by the price at which they are acquired. The value of investments could go up or down and may not be realised equivalent to their original cost. As such the value varies with the movements in market prices, interest rates and competition for such assets.

Price risk arises from the Company's investments held at fair value through profit and loss, which are valued using a discounted cashflow method. Details of the valuation method and the results of sensitivity analysis are disclosed in note 19.

(b) Curren cy risk

The projects in which the Company has invested in conducts its business, pays interest, dividends and principal in GBP. The Company is not exposed to any currency risk.

(c) Interest rate risk

The Company invests in subordinated loan notes of project companies, usually with a fixed interest rate coupon. Where floating rate debt is owned, the primary risk is that the Company's cash flows will be subject to variation depending upon changes to base interest rates. The portfolio's cash flows are continually monitored and re-forecasted both over the near future and the long-term (over the whole period of projects' concessions) to analyse the cash flow returns from investments.

Interest rate risk arises from the effects of fluctuations in the prevailing levels of market interest rates on the fair value of financial assets and liabilities and future cash flows. The Company holds Eurobond debt securities that expose the Company to fair value interest rate risk. The Company's policy requires the Investment Manager to manage this risk by reviewing fluctuations of the interest rate sensitivity gap of financial assets and liabilities on a quarterly basis and the Directors to review on a quarterly basis.

The Company has an indirect exposure to changes in interest rates through its investment in project companies, which is in part financed by senior debt. Senior debt financing of project companies is generally either through floating rate debt or fixed interest rate bonds. Where senior debt is financed through floating rate debt, the project typically has concession length heding arrangements in place, which are monitored by the project company's manager, finance parties and Boards of Directors.

(d) Inflation risk

The Company's project companies are generally structured so that contractual income and costs are either wholly or partially linked to specific inflation where possible to monimise the risks of a mismatch between income and costs due to movements in inflation indexes. The Company's overall cash flows are estimated to partially vary with inflation. The effect of these inflation changes does not always immediately flow through to the Company's cash flows as there is a time lag due to financial models only being updated on a 6 monthly basis.

PIP INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
16
Credit risk

Credit risk is the risk that a counterparty of the Company will be unable or unwilling to meet a commitment that it has entered into with the Company. The Company's direct counterparties are the project companies in which it makes investments. The Company's near term cash flow forecasts are used to monitor the timing of cash receipts from project counterparties. Underlying the cash flow forecasts are project companies' cash flow models, which are regularly updated by project companies for the purposes of demonstrating the projects' ability to pay interest and dividends based on a set of detailed assumptions. Many of the Company's investments and their subsidiary entities generally receive revenue from government departments, public sector or local authority clients. Therefore a significant portion of the Company's revenue arises from counterparties of good financial standi ng.
The Company is also reliant on the projects' subcontractors continuing to perform their construction contract and service delivery obligations such that revenues to projects are not disrupted. The Company has a subcontractor counterparty monitoring procedure in place. The credit standing of subcontractors is reviewed and the risk default estimated for each significant counterparty position. Monitoring is ongoing and period end positions are reported to the Directors on a quarterly basis.
Where there is no reasonable expectation of recovery (such as compulsory strike-off of an investment) assets are written off. |
No classes within trade and receivables contain impaired assets. The maximum exposure to credit risk over financial assets is the carrying value of those assets in the Statement of Financial Position and as set out below:

Maximum credit risk
2024
2023
£'000
£'000
Investment in debt securities
181,897
185,938
Equity interest
64,898
75,476
Receivables
24,773
23,252
271,568
284,666
PIP INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
16
Credit risk
(Continued)
- 25 -

As at 31 December 2024 and 2023, the Company did not record any overdue and impaired balances (2023: £Nil). The table below sets out the internal credit rating of equity securities:

|  |  |  |  |  |  | 2024 |  | 2023
|  |  |  |  |  |  | % |  | %
Internal rating – better than satisfactory risk |  |  |  | - |  | -
Internal rating – satisfactory risk |  |  |  |  |  | 100 |  | 100
Internal rating – viable but monitoring |  |  |  | - |  | -
Internal rating – high risk |  |  |  |  |  | - |  | -
The table below sets out the internal credit rating of debt securities: |  |  |  |
|  |  |  |  |  |  | 2024 |  | 2023
|  |  |  |  |  |  | % |  | %
Internal rating – better than satisfactory risk |  |  |  | - |  | -
Internal rating – satisfactory risk |  |  |  |  |  | 100 |  | 100
Internal rating – viable but monitoring |  |  |  | - |  | -
Internal rating – high risk |  |  |  |  |  | - |  | -

PIP INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
17
Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient financial resources and liquidity to meet its liabilities when due. The Company's activity is predominantly funded by long-term funding and the Company's liquidity risk is managed in conjunction with the established framework.

The Company's investments are generally in private companies in which there is no active market and, therefore, such investments would take time to be realised and there is no assurance that the valuations placed on the investments would be achieved from any such sale process.

The Company's investment companies have borrowings which rank senior to the Company's own investments in these project companies. The senior debt is structured such that, under normal operating conditions, it will be repaid within the expected life of the projects. Debt raised by the investment companies from third parties is without recourse to the Company.

The Company operates as an investment structure whereby the Company invests and commits to invest into various portfolio companies. As at 31 December 2024, there were no outstanding capital commitment obligations (2023: £n il) with respect to specific portfolio company acquisitions and no amounts due to the portfolio company for unsettled purchases.

3 months to 1 year
1 – 5 years
5+ years
Total
£'000
£'000
£'000
£'000
At 31 December 2023
Interest-bearing loans and borrowings
-
-
(225,080)
(225,080)
Total assets
23,252
261,414
-
284,666
23,252
261,414
(225,080)
59,586
At 31 December 2024
Interest-bearing loans and borrowings
-
-
(227,035)
(227,035)
Total assets
24,773
246,795
-
271,568
24,773
246,795
(227,035)
44,533
18
Capital risk management

The capital of the Company is represented by the shareholder's equity. The amount of shareholder's equity may change as the Company may adjust the amount of dividends paid to its shareholder, return capital to its shareholder, issue new shares or sell assets to reduce capital. The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern in order to provide returns for its shareholder and benefits for other stakeholders and to maintain a strong capital base to support the development of the investment activities of the Company.

The Company has no lease arrangements or externally imposed capital requirements.

PIP INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
19
Fair value estimation

For instruments for which there is no active market, the Company may use internally developed models, which are usually based on valuation methods and techniques generally recognised as standard within the industry. Valuation models are used primarily to value unlisted equity for which markets were or have been inactive during the financial year. Some of the inputs to these models may not be market observable and are therefore estimated based on assumptions.

The output of a model is always an estimate or approximation of a value that cannot be determined with certainty, and valuation techniques employed may not fully reflect all factors relevant to the positions the Company holds. Valuations are therefore adjusted, where appropriate, to allow for additional factors including model risk, liquidity risk and counterparty risk.

The models used to determine fair values are validated and periodically reviewed by the Investment Manager and approved by the Board of Directors quarterly.

The carrying value of payables and accruals is assumed to approximate their fair value.

The fair value of financial assets for disclosure purposes are derived using a discounted cash-flow method, estimated by discounting the future contractual cash flows at the current market interest rate that is available to the Company for similar financial instruments. The weighted average discount rate of the Company's investments is 7.16% (2023: 7.04%).

The fair value of the Company’s investments is £246,795k (2023: £261,414k). The analysis below is provided to illustrate the sensitivity of the fair value of investments to an individual input, while all other variables remain constant. The Board considers these changes in inputs to be within reasonable expected ranges. This is not intended to imply the likelihood of change or that possible changes in value would be restricted to this range.

|  |  |  |  |  | Change in input |  |  |  | Change in fair value of investments
| Input |  |  |  |  |  |  |  |  | £'000
|  |  |  |  |  | +0.5% |  |  |  | (11,811)
| Discount rate |  |  | -0.5% |  |  |  | 12,661
|  |  |  |  |  | +0.5% |  |  |  | 3,360
| Inflation |  |  |  |  | -0.5% |  |  |  | (2,863)

The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses observable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability.

The determination of what constitutes ‘observable’ input requires significant judgement by the Company. The Company considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

PIP INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
20
Fair value hierarchy

The fair value hierarchy consists of the following three levels:

- Level 1: unadjusted quoted prices in active markets for identical assets or liabilities;

- Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety. For this purpose, the significance of an input is assessed against the fair value measurement in its entirety. If a fair value measurement uses o bservable inputs that require significant adjustment based on unobservable inputs, that measurement is a Level 3 measurement. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability.

The determination of what constitutes ‘observable’ input requires significant judgement by the Company. The Company considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

The following table analyses, within the fair value hierarchy, the Company's investments measured at fair value:

Level 1 Level 2 Level 3

£’000 £’000 £’000

As at 31 December 2024

Equity interest - - 64,898

Investment in debt securities - - 181,897

- - 246,795

As at 31 December 2023

Equity interest - - 75,476

Investment in debt securities - - 185,938

- - 261,414

The following table analyses the transfers between levels and changes in the value of Level 3 assets held at fair value during the year:

| 2024 £’000 | 2023 £’000
As at 1 January | 261,414 | 329,930
Amounts repaid | (8,241) | (13,978)
Capitalised interest | 16,206 | 14,246
Net change in fair value of financial assets at fair value through profit and loss | (22,584) | (68,784)
| ________ | ________
As at 31 December | 246,795 | 261,414
| ________ | ________

PIP INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 29 -
21
Fair value of financial liabilities

The Directors consider that the carrying amounts of financial assets and liabilities carried at amortised cost in the financial statements approximate to their fair values.

Carrying value
Fair value
2024
2023
2024
2023
£'000
£'000
£'000
£'000
Interest-bearing loans
(227,035)
(225,080)
(227,035)
(225,080)
Receivables
24,773
23,252
24,831
23,252
Investment in debt securities
181,897
185,938
181,897
185,938
Investment in subsidiaries
64,898
75,476
64,898
75,476
44,533
59,586
44,591
59,586
22
Cash absorbed by operations
2024
2023
£'000
£'000
Loss for the year before income tax
(15,052)
(60,289)
Adjustments for:
Finance costs
22,775
22,740
Investment income
(30,365)
(31,244)
Capitalised interest on debt securities
(16,206)
(14,616)
Amounts repaid on investment in debt securities and loan from parent company
10,196
7,037
Movement in financial assets at fair value through profit or loss
22,584
68,793
Movements in working capital:
Increase in trade and other receivables
(1,522)
(925)
Cash absorbed by operations
(7,590)
(8,504)
23
Related party transactions

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions.

The Company is a wholly owned subsidiary of PIP PPP Limited. During the year to 31 December 2024 interest o f £2 2,775 k (2023: £2 2,740 k) was incurred and interest of £n il (2023: £nil) was capitalised. The total payments made against the loan were £20,820k (2023: £30,042 k). At 31 December 2024 £2 27,035k was payable to PIP PPP Limited (2023: £2 25,080 k) and £n il (2023: £n il) was outstanding.

As at 31 December 2024, the Company is due £nil (2023: £58k) from PIP PPP Limited.

During the year to 31 December 2024 interest of £2 3,955 k (2023: £23,137 k) was incurred and interest of £1 6,206 k (2023: £1 4,615 k) was capitalised on PIP Infrastructure Investments (No 6) debt securities. At 31 December 2024 the fair value of the Eurobonds was £181,897k (2023: £185,938k) and interest of £2 4,773 k (2023: £2 3,193 k) was outstanding.

PIP INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
24
Controlling party

As at 31 December 2024, the Company’s immediate parent undertaking was PIP PPP Limited. The ultimate controlling party was PIP Multi-Strategy Infrastructure PPP LP.

25
Subsequent events

The Directors have evaluated the period since the year end and have not noted any subsequent events.

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