REGISTERED NUMBER: SC698418 (Scotland)

Stafford Infrastructure Secondaries SMA

1 Limited

Director's Report and

Consolidated Financial Statements

for the Year Ended 31 December 2024

Page

Company Information

1

Director's Report

2

Independent Auditors' Report

3

Consolidated Income Statement

6

Consolidated Other Comprehensive Income

7

Consolidated Balance Sheet

8

Company Balance Sheet

9

Consolidated Statement of Changes in Equity

10

Company Statement of Changes in Equity

11

Consolidated Cash Flow Statement

12

Notes to the Consolidated Cash Flow Statement

13

Notes to the Consolidated Financial Statements

14

Director:

William Frederick Greene

Registered office:

50 Lothian Road

Festival Square

Edinburgh

EH3 9WJ

Registered number:

SC698418 (Scotland)

Auditors:

Cooper Parry Group Limited

Statutory Auditor

New Derwent House

69-73 Theobalds Road

London

WC1X 8TA

The director presents his report with the financial statements of the company and the group for the year ended 31 December 2024.

Principal activity

The principal activity of the group in the year under review was that of The group comprises the company whose principal activity is that of a general partner for Stafford Infrastructure IV Secondaries SMA 1 LP and the fund itself.

Dividends

No dividends will be distributed for the year ended 31 December 2024.

Future developments

The director expect the business to be well positioned for the forthcoming year. With view of the prevailing economic conditions, the director is satisfied that there is no material uncertainty leading to a significant doubt regarding the future operations of the Company.

Director

William Frederick Greene held office during the whole of the period from 1 January 2024 to the date of this report.

Statement of director's responsibilities

The director is responsible for preparing the Director's Report and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement as to disclosure of information to auditors

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

On behalf of the board:

William Frederick Greene - Director

15 September 2025

Opinion

We have audited the financial statements of Stafford Infrastructure Secondaries SMA 1 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, 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 group's and of the parent company affairs as at 31 December 2024 and of the group's profit 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 group 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 group's and the parent 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Director's Report, but does not include 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 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.

Opinions 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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Director's Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Director's Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities, the director is 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 director determines 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 director is responsible for assessing the group's and the parent 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 director either intends to liquidate the group or the parent company or to cease operations, or has 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We discussed with the directors the policies and procedures in place regarding compliance with laws and regulations. We discussed amongst the audit team the identified laws and regulations, and remained alert to any indications of non-compliance.

During the audit we focused on laws and regulations which could reasonably be expected to give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management.

Our procedures in relation to fraud included but were not limited to: inquires of management whether they have any knowledge of any actual, suspected or alleged fraud, and discussions amongst the audit team regarding risk of fraud such as opportunities for fraudulent manipulation of financial statements. We determined that the principal risks related to posting manual journal entries to manipulate financial performance and management bias through judgements in accounting estimates. We also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

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 or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. In assessing the potential risks of material misstatement we obtained an understanding of; the entities operations, including the nature of its revenue sources and services and of its objectives and strategies to understand the classes of transactions, account balances, expected financial statement disclosures and business risks that may result in risks of material misstatement. We did not identify

any matters relating to non-compliance with laws and regulations relating to fraud.

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 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.

Chris Evans (Senior Statutory Auditor)

for and on behalf of Cooper Parry Group Limited

Statutory Auditor

New Derwent House

69-73 Theobalds Road

London

WC1X 8TA

16 September 2025

Turnover

263,224

85,692

Administrative expenses

(253,609

)

(85,851

)

Operating profit/(loss)

9,615

(159

)

Interest receivable and similar income

93

115

Profit/(loss) before taxation

9,708

(44

)

Tax on profit/(loss)

5

-

-

Profit/(loss) for the financial year

9,708

(44

)

Profit/(loss) attributable to:

Owners of the parent

9,708

(44

)

Profit/(loss) for the year

9,708

(44

)

Other comprehensive income

-

-

Total comprehensive income for the year

9,708

(44

)

Total comprehensive income attributable to:

Owners of the parent

9,708

(44

)

Current assets

Debtors

7

100

100

Cash at bank

72,888

23,135

72,988

23,235

Creditors

Amounts falling due within one year

8

72,265

32,220

Net current assets/(liabilities)

723

(8,985

)

Total assets less current liabilities

723

(8,985

)

Capital and reserves

Called up share capital

9

100

100

Retained earnings

623

(9,085

)

Shareholders' funds

723

(8,985

)

The financial statements were approved by the director and authorised for issue on 15 September 2025 and were signed by:

William Frederick Greene - Director

Current assets

Debtors

7

100

100

Cash at bank

72,888

23,135

72,988

23,235

Creditors

Amounts falling due within one year

8

72,265

32,220

Net current assets/(liabilities)

723

(8,985

)

Total assets less current liabilities

723

(8,985

)

Capital and reserves

Called up share capital

9

100

100

Retained earnings

623

(9,085

)

Shareholders' funds

723

(8,985

)

Company's profit/(loss) for the financial year

9,708

(44

)

The financial statements were approved by the director and authorised for issue on 15 September 2025 and were signed by:

William Frederick Greene - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

100

(9,041

)

(8,941

)

Changes in equity

Total comprehensive income

-

(44

)

(44

)

Balance at 31 December 2023

100

(9,085

)

(8,985

)

Changes in equity

Total comprehensive income

-

9,708

9,708

Balance at 31 December 2024

100

623

723

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

100

(9,041

)

(8,941

)

Changes in equity

Total comprehensive income

-

(44

)

(44

)

Balance at 31 December 2023

100

(9,085

)

(8,985

)

Changes in equity

Total comprehensive income

-

9,708

9,708

Balance at 31 December 2024

100

623

723

Cash flows from operating activities

Cash generated from operations

1

49,660

1,547

Net cash from operating activities

49,660

1,547

Cash flows from investing activities

Interest received

93

115

Net cash from investing activities

93

115

Increase in cash and cash equivalents

49,753

1,662

Cash and cash equivalents at beginning of year

2

23,135

21,473

Cash and cash equivalents at end of year

2

72,888

23,135

1.	Reconciliation of profit/(loss) before taxation to cash generated from operations

2024

2023

£

£

Profit/(loss) before taxation

9,708

(44

)

Finance income

(93

)

(115

)

9,615

(159

)

Increase in trade and other debtors

-

(100

)

Increase in trade and other creditors

40,045

1,806

Cash generated from operations

49,660

1,547

2.	Cash and cash equivalents

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31/12/24

1/1/24

£

£

Cash and cash equivalents

72,888

23,135

Year ended 31 December 2023

31/12/23

1/1/23

£

£

Cash and cash equivalents

23,135

21,473

3.	Analysis of changes in net funds

At 1/1/24

Cash flow

At 31/12/24

£

£

£

Net cash

Cash at bank

23,135

49,753

72,888

23,135

49,753

72,888

Total

23,135

49,753

72,888

1.	Statutory information

Stafford Infrastructure Secondaries SMA 1 Limited is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the General Information page.

2.	Accounting policies

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Set out below is a summary of the principal accounting policies, all of which have been applied consistently (except as otherwise stated).

The presentational currency of the financial statements is British Pound Sterling (£). Amounts in these financial statements are rounded to the nearest £.

Basis of consolidation

The group consists of Stafford Infrastructure Secondaries SMA 1 Limited ("the company") and Stafford LP Stafford Infrastructure Secondaries SMA 1 LP ("the fund") registered in Guernsey. The company is considered to be the controlling party of the fund because of the day to day control that it has over the fund. However, as can be seen in the Consolidated Income Statement, the company demonstrably retains no financial gain as a result of its control. Therefore a full consolidation would not represent a fair picture of the group in this situation and the true and fair override of the Companies Act 2006 has been invoked and a proportional consolidation is considered appropriate.

The basis of consolidation is to bring in the company's share of the underlying profit and loss and assets and liabilities into the financial statements. Given the level of financial interest that the company has, these amounts are considered to be insignificant for the year ended 31 December 2024. The fund itself has net assets of £90 million (2023: £94 million), mainly held in investments.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Significant judgements and estimates

In applying the firm's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods.

Critical accounting judgements and key sources of estimation uncertainty

The critical judgement that the directors have made in the process of applying the Company's accounting policies that has the most significant effect on the amounts recognised in the statutory financial statements is discussed below:

(i) Assessing indicators and impairment

In assessing whether there have been any indicators or impairment of assets, the directors have considered both external and internal sources of information such as market conditions, and experience or recoverability. There have been no indicators or impairments identified during the current financial year.

(ii) Key accounting estimates and assumptions

Due to the company's size, there are no key accounting estimates or assumptions that could have a material impact on the financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. Revenue is recognised in line with accrual accounting, based on amounts received during the financial year.

Financial instruments

Financial assets and liabilities are recognised when the Company becomes party to the contractual provisions of the financial instrument. The Company holds both basic and complex financial instruments which comprise cash and cash equivalents, trade and other receivables, equity investments, trade and other payables. The Company has chosen to apply the provisions of Section 11 Basic Financial Instruments.

Financial assets and liabilities - classified as basic financial instrument

(i) Cash and cash equivalents

Includes cash in hand, deposits held with banks, and other short-term highly liquid investments with original maturities of three months or less.

(ii) Trade and other receivables

Trade and other receivables including amounts due from group undertakings, are initially recognised at transaction price, including any transaction costs, 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, net of any impairment.

At the end of each reporting period, the Company assesses whether there is objective evidence that a receivable amount may be impaired. A provision for impairment is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is recognised immediately in profit or loss.

(iii) Financial liabilities

Basic financial liabilities, including trade and other payables, loans and other borrowings are initially recognised at transaction price and subsequently measured at amortised cost using the effective interest method. Amounts that are payable within one year are measured at the undiscounted amount of the cash expected to be paid.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at the undiscounted amount.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Going concern

The financial statements have been prepared on a going concern basis. The directors have reviewed and considered relevant information, including the annual budget and future cash flows in making their assessment. Based on these assessments, given the measures that could be undertaken to mitigate the current adverse conditions, and the current resources available, the directors have concluded that they can continue to adopt the going concern basis in preparing the annual report and accounts.

3.	Employees and directors

There were no staff costs for the year ended 31 December 2024 nor for the year ended 31 December 2023.

The average number of employees during the year was NIL (2023 - NIL).

The average number of employees by undertakings that were proportionately consolidated during the year was NIL (2023 - NIL).

4.	Directors' emoluments

2024

2023

£

£

Directors' remuneration

-

-

5.

Taxation

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2024 nor for the year ended 31 December 2023.

6.	Individual income statement

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

7.

Debtors: amounts falling due within one year

Group

Company

2024

2023

2024

2023

£

£

£

£

Other debtors

100

100

100

100

8.

Creditors: amounts falling due within one year

Group

Company

2024

2023

2024

2023

£

£

£

£

Accrued expenses

72,265

32,220

72,265

32,220

9.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2024

2023

value:

£

£

100

Ordinary shares

1

100

100

10.	Ultimate controlling party

The immediate parent company is Stafford Infrastructure Limited. It is considered that there is no ultimate controlling

party.