The directors present their annual report and the audited financial statements of BIIF GP Limited ("the Company") for the 9 month period ended 31 December 2024.

The principal activity of the Company is to serve as a member of BIIF AIP GP LLP, in which it holds a 50% partnership interest. BIIF AIP GP LLP acts as the General Partner of BIIF LP (the “Fund”), an investment vehicle established to invest in Public Private Partnerships (“PPP”) and other infrastructure projects of a similar nature. The Company has contracted its management activities to BIFM Investments Limited (formerly “3i BIFM investments Limited”) (the “Manager”). Effective 11 December 2014, BIIF AIP GP LLP, formerly known as 3i BIIF GP LLP until its renaming on 12 July 2024, assumed the role of General Partner of the Fund, replacing the Company in that capacity. The Directors do not anticipate any changes to the Company’s activities in the foreseeable future.

Development

On 31 May 2024, the Company ceased to be a subsidiary of 3i Group plc, and Alba Infra Founding Partners SAS, a company registered in France, became the Company's ultimate parent undertaking and controlling party.

There have been no other changes in the activity of the Company in the year and the Directors do not foresee any future changes.

The results for the Period are set out on page 4.

The profit for the financial Period, after taxation, amounted to £3 (2024: profit of £5).

The directors are satisfied with the overall performance of the Company and do not foresee any significant change in the Company's activities in the coming financial year.

The directors who held office during the 9 month period and up to the date of approval of the financial statements were as follows:

Alba Infra Partners Holdco SAS has made qualifying third-party indemnity provisions for the benefit of the Directors of all its subsidiaries, including BIFM Investments Limited. These provisions were in force during the year and at the date of the approval of the financial statements.

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

This report has been prepared in accordance with the special provisions applicable to small companies within Part 15 of the Companies Act 2006. Exemption has also been taken from the requirement to prepare a Strategic Report.

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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law).

Under company law, 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;

• state whether applicable United Kingdom Accounting Standards, comprising FRS102 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.

They 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.

The financial statements were approved and signed by the director and authorised for issue on 9 December 2025

Bryan Acutt

Director        

All the activities of the company are from continuing operations.

The notes on pages 6 to 9 form part of these financial statements.

The notes on pages 6 to 9 form part of these financial statements.

For the financial 9 month period ended 31 December 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The member has not required the company to obtain an audit of its financial statements for the 9 month period in question in accordance with section 476.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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

BIIF GP Limited ("the Company") is a private company limited by shares incorporated in the United Kingdom and is registered in England and Wales. The registered office is located at 8th Floor, 6 Kean Street, London, WC2B 4AS.

On 31 May 2024, the Company's parent was sold by 3i Group plc to former members of 3i Group plc's Infrastructure team. There has been no change to the principal activities of the Company and it has continued to provide management services to the limited partnership vehicles.

On 14 January 2025, BIIF GP Limited shortened its financial period end from 31 March 2025 to 31 December 2024. The decision to change the Company's financial period end was for the purpose of aligning its accounting period with that of its parent company Alba Infra Partners Holdco SAS and other Companies owned by Alba Infra Partners Holdco SAS.

These financial statements for the 9 month period ended 31 December 2024 are the first financial Statements of BIIF GP Limited prepared in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland. The date of transition to FRS 102 was 1 April 2023. The reported financial position and financial performance for the previous period, as previously presented under IFRS, are not affected by the transition to FRS 102.

The principal activity of the Company is to serve as a member of BIIF AIP GP LLP, in which it holds a 50% partnership interest. BIIF AIP GP LLP acts as the General Partner of BIIF LP (the “Fund”), an investment vehicle established to invest in Public Private Partnerships (“PPP”) and other infrastructure projects of a similar nature. The Company has contracted its management activities to BIFM Investments Limited (formerly “3i BIFM investments Limited”) (the “Manager”). Effective 11 December 2014, BIIF AIP GP LLP, formerly known as 3i BIIF GP LLP until its renaming on 12 July 2024, assumed the role of General Partner of the Fund, replacing the Company in that capacity. The Directors do not anticipate any changes to the Company’s activities in the foreseeable future.

In these financial statements, the Company has prepared a shortened set of financial statements,

Covering the nine month period ending 31 December 2024. Comparative amounts presented in the financial statements (including the related notes) are not entirely comparable due to the current accounting period being 9 months (period to 31 March 2024: 12 months).

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 £.

The financial statements have been prepared under the historical cost convention, as modified by the revaluation of certain financial assets and liabilities. The principal accounting policies adopted are set out below and have been consistently applied to the years presented, unless otherwise stated.

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments in equity and loans are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

Cash and cash equivalents comprise cash at bank.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the Statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

The average number of persons employed by the Company during the financial year amounted to nil (2024: nil). The directors are not employed by the Company and receive remuneration from another company for their services as directors of this entity and a number of fellow subsidiaries. It is not possible to make an accurate apportionment of their remuneration in respect of each of the subsidiaries.

The actual charge for the 9 month period can be reconciled to the expected charge for the 9 month period based on the profit or loss and the standard rate of tax as follows:

The Company has no deferred tax liability or deferred tax asset.

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

During the year the Company did not enter into transactions with related parties. There were no transactions with Directors of the Company and there is no other key management personnel. Each of these categories of related parties and their impact on the financial statements is detailed below.

The Company's immediate parent undertaking is BIFM Investments Limited (formerly '3i BIFM Investments Limited'). Since 31 May 2024, the Company's ultimate parent undertaking and controlling party has been Alba Infra Founding Partners SAS which is incorporated and registered in France..

Prior to 31 May 2024, the Company's ultimate parent undertaking and controlling party was 3i Group pie, which is incorporated in Great Britain and registered in England and Wales