The directors present their report with the financial statements of the company for the year ended 30 December 2024.

The principal activity of the company was that of a holding company for an investment and loan stock in both Integrated Bradford PSP Limited and Integrated Bradford Holdco Two Limited and loan stock in Scots Road Partnership Holdings Limited.

Review of business

The results of the company for the year are set out in the Profit & Loss Account on page 8.

The profit for the year retained in the company is £436,000 (2023: £638,000). This was in line with directors' expectations given the financing structure of the company and cash flows from the underlying investments.

Dividends

The directors do not recommend the payment of a dividend (2023: £nil).

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

The directors holding office at 30 December 2024 did not hold any beneficial interest in the issued share capital of the company at 30 December 2024 (or date of appointment if later) or 30 December 2023.

Financial instruments

The company's principal financial instruments comprise unsecured loan notes which have been issued to its investors. The company does not undertake financial instrument transactions which are speculative or unrelated to the company's activities. The loan notes have been issued at fixed rates of interest so there is no interest rate risk.

The company has taken advantage of the exemption under section 414B of the Companies Act 2006 not to present a Strategic Report. The Directors' Report has been prepared in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006.

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

Pursuant to Section 487 of the Companies Act 2006, the auditors will be deemed to be reappointed and Johnston Carmichael will therefore continue in office.

The directors are responsible for preparing the directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

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

• state whether applicable United Kingdom Accounting Standards, comprising FRS 102 have been followed, subject to any material departures disclosed and explained in the Annual Report and Financial Statements; and

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

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

We have audited the financial statements of Amey Infrastructure Management (1) Ltd (the 'company') for the year ended 30 December 2024 which comprise the profit and loss account, the balance sheet, the statement of changes in equity, the 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 United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the company's affairs as at 30 December 2024 and of its 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 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 other information comprises the information included in the annual report and financial statements other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report and financial statements. 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.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the directors' report has been prepared in accordance with applicable legal requirements.

In the 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 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 remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit; or

• the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.

As explained more fully in the directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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.

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:

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non- compliance with laws and regulations throughout the audit.

We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

• FRS 102

• Companies Act 2006

• Corporation Tax legislation

• VAT legislation

We gained an understanding of how the Company is complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries by review of submitted returns and board meeting minutes.

We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

• Management override of controls

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

• Reviewing minutes of meetings of those charged with governance for reference to breaches of laws and regulations or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;

• Reviewing the level of and reasoning behind the Company’s procurement of legal and professional services;

• Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing judgements made by management in their calculation of accounting estimates for potential management bias;

• Agreeing a sample of income receipts to supporting documents and bank statements;

• Completion of appropriate checklists and use of our experience to assess the company’s compliance with the Companies Act 2006; and

• Agreement of the financial statement disclosures to supporting documentation.

Our audit procedures were designed to respond to the risk of material misstatements in the 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 intentional concealment, forgery, collusion, omission or misrepresentation. 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 financial statements, the less likely we are to become aware of it.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

Amey Infrastructure Management (1) Ltd is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act and registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

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 as modified by the revaluation of certain assets.

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

Investment in joint ventures

A joint venture is a contractual arrangement undertaking in which the Group exercises joint control over the operating and financial policies of the entity. Where the joint venture is carried out through an entity, it is treated as a jointly controlled entity. Investment in jointly controlled entities is carried at cost less impairment. The Group's share of the profits less losses of jointly controlled entity Integrated Bradford PSP Limited is not required to be disclosed using the equity method as the group would meet the criteria of a small group.

Equity investments

Equity investments in participating interests are accounted for as cost less impairment. It is not considered possible to reliably determine fair value.

Classification of financial instruments issued by the company

In accordance with FRS 102.22, financial instruments issued by the company are treated as equity only to the extent that they meet the following two conditions:

• they include no contractual obligations upon the company to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the company; and

• where the instrument will or may be settled in the company's own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the company's own equity instruments or is a derivative that will be settled by the company's exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.

To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the company's own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares.

At the end of the period, the company has net current trueliabilities of £168,000 (2023: net current assets of £130,000) excluding debtors falling due after more than one year and net assets of £903,000 (2023: £468,000).

The company currently has £13.1m of loans outstanding (see note 12). The company's forecasts and projections, taking account of reasonably possible changes in trading performance and including improvements in cash flows arising, showed that the cash generated from the fixed asset investments was not sufficient to repay the company's debt within the fixed asset investment's expected maturity period.

Cash received in the form of interest on loan stock investments will be used to pay interest payable and other ancillary costs. The directors represent the shareholders and in this capacity can determine the amount and timing of interest payments on the company's shareholder debt. As a result, there is a high degree of control over retaining sufficient cash to pay creditors as they fall due.

After performing an assessment considering the above, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.

Interest receivable and payable

Interest payable and similar expenses include interest payable on borrowings. Interest payable is recognised as it accrues, using the effective interest method. Interest receivable on funds invested and interest recognised on loan notes is recognised as it accrues, using the effective interest method.

Loan receivables

Loan receivables are recognised initially at cost and subsequently at amortised cost using the effective interest rate method.

Interest-bearing borrowings classified as basic financial instruments

Interest-bearing borrowings are recognised initially at the present value of future payments discounted at a market rate of interest. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses.

Loan note premium

Loan note premium is recognised as the cost of the investment less the redemption value of the loan note, and is amortised over the term of the loan.

Dividends

Dividends and distributions relating to equity instruments are recognised in the Profit & Loss Account.

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit & Loss Account on the profit or loss for the period and comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Critical judgements of the directors include the following:

Assessment of control/influence

The company has a direct equity investment of 50% in Integrated Bradford PSP Limited, in accordance with FRS 102, 15.2 a joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control. Joint ventures can take the form of jointly controlled operations, jointly controlled assets, or jointly controlled entities. The shareholders agreed to establish Integrated Bradford PSP Limited for the purpose of subscribing for the shares in Integrated Bradford LEP Limited which it holds 80%. Integrated Bradford PSP Limited consolidates the results of Integrated Bradford LEP limited. Accordingly, the company accounts for its investment in Integrated Bradford PSP Limited as a joint venture.

The company also has a direct equity investment of 2% in Integrated Bradford Holdco Two Limited. Integrated Bradford PSP Limited, holds 80 % of the equity in Integrated Bradford LEP Limited which additionally holds an indirect equity investment of 10% of Integrated Bradford Holdco Two Limited. Both the indirect and direct investment do not permit the company a director's seat on the Board. Therefore the company concludes that it is not assessed as having significant influence over Holdco Two, so it is accounted for as a participating interest.

Assessing for indicators of impairment and loan note receivable recoverability

The directors assess the carrying value of the investments against the present value of shareholder future cash flows in the latest models of Integrated Bradford SPV Two Limited, other entities in which Integrated Bradford PSP Limited has a direct or indirect interest (including Integrated Bradford SPV One Limited), and Scots Roads Partnership Project Limited. The Board has reviewed the risks associated with its investment, and the company projected returns and consider a discount rate 6.5% to be in line with market value. This assessment has demonstrated that there no impairment required in the year.

The directors consider that there are no other sources of critical judgement and estimation uncertainty.

The company has no staff and no directors' emoluments.

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

A change in the UK Corporation Tax rate to 25% took effect from 1 April 2023. This change had a consequential effect on the Company's tax charge with the standard rate of tax in the prior year reflective of a marginal tax rate of 23.5% arising from the Company's prior period straddling the 19% and 25% tax rates. Deferred tax has been calculated at 25%.

Equity investments comprise shares in the following companies:

• Integrated Bradford Holdco Two Limited. Issued share capital of £2,000 acquired for a total cost of investment of £400,982. This was impaired in the year by £nil (2023: £nil).

• Integrated Bradford PSP Limited. Issued share capital of £4,000 acquired for a total cost of investment of £1,723,086. This was impaired in the year by £nil (2023: £nil).

Loan note investments comprise the following loans:

Scots Roads Partnership Holdings Limited

The loan notes were acquired at a cost of £7,783,000 and a premium of £4,016,000 with interest accruing at 12.42% per annum. The loan note balance at the end of the year was £7,467,000 (2023: £7,528,000) with effective rate interest of 7.47%; interest accrued at the end of the year was £239,000 (2023: £239,000). The loan note premium balance at the end of the year was £3,280,000 (2023: £3,402,000).

Integrated Bradford PSP Limited

Loan notes comprising:

• Loan notes acquired at par with interest accruing at RPI plus 10.4% per annum and loan note balance as at 30 December 2024 was £272,000 (2023: £282,000) with interest accrued as at 30 December 2024 of (£15,000) (2023: (£11,000)).

• Loan notes acquired at par with interest accruing at 10.7% per annum and the loan note balance as at 30 December 2024 was £405,000 (2023: £474,000) with interest accrued as at 30 December 2024 of £8,000 (2023: £37,000).

Integrated Bradford Holdco Two Limited

The loan notes were acquired at par with interest accruing at 10.7% per annum. The loan note balance as at 30 December 2024 was £202,000 (2023: £237,000) with interest accrued as at 30 December 2024 of £4,000 (2023: £18,000).

Interest accrued on loans, as noted above, has been included in the prepayments and accrued income in note 9.

The unsecured loan notes are denominated in sterling and bear interest at a fixed rate of 8% and repayable by instalments. Interest is payable half yearly in arrears on 31 March and 30 September. Priority is given to payment of overdue interest before current period interest.

After reviewing the future cashflows from investments the Board by mutual agreement have taken the decision to change the interest rate to 7.2% from 1 January 2024 (revised up from 6.17% which was the rate agreed from 1 October 2020 and which applied during the prior year's financial statements), ensuring all debt is repaid by the end of the term.

The class B and P shares each rank pari passu and entitle DC3 (Assetco) Limited one vote more than the number cast by Amey Ventures Asset Holdings Limited to the extent that distributable reserves are available, and vote in favour of any dividends determined by the Director's to be paid on the class B and class P shares.

Retained earnings records retained earnings and accumulated losses.

The company is controlled by its shareholders: Amey Ventures Asset Holding Limited and DC3 (Assetco) Limited. None of the investors consolidates Amey Infrastructure Management (1) Limited into its own financial statements. The ordinary shares allow for control of the Board on a 50:50 basis with all decisions requiring unanimous agreement by the Board.

The ultimate parent undertaking of DC3 (Assetco) Limited is Dalmore Capital 3 LP a limited partnership registered in England. The registered office address of Dalmore Capital 3 LP is 1 Park Row, Leeds, LS1 5AB.

Amey Ventures Asset Holdings Limited is a wholly owned subsidiary undertaking of Amey UK Limited (formerly AMEY UK plc) whose ultimate parent was Ferrovial, S.A, a company incorporated in Spain, up until 30 December 2022 when the Amey group was acquired by Project Ardent BidCo Limited,a company controlled by One Equity Partners and Buckthorn Partners.

There are no post balance sheet events.