The members present their report on BIIF AIP GP LLP (the "Partnership") with the financial statements for the year ended 31 March 2025.
The Partnership was established on 25 November 2014.
The principal activity of the Partnership is to act as the General Partner of BIIF LP (the "Limited Partnership"), an investment fund established to invest in Public Private Partnerships ("PPP") and other similar infrastructure projects. The Partnership has contracted its management activities to BIFM Investments Limited (the "Manager"). On 11 December 2014, the Partnership replaced BIIF GP Limited as the General Partner of the Limited Partnership.
The profit for the year available for allocation to Members was £250 (2024: £232).
On 31 May 2024, the Partnership ceased to be a subsidiary of 3i Group plc, and Alba Infra Founding Partners SAS, a company registered in France, became the Partnership's ultimate parent undertaking and controlling party. The Members do not foresee any other future changes.
The Members have acknowledged their responsibilities in relation to the financial statements for the year to 31 March 2025. After making the assessment on going concern for a period of at least 12 months from the date approval of the financial statements, the Members considered it appropriate to prepare the financial statements of the Company on a going concern basis.
Policies for Members' drawings, subscriptions and repayment of Members' capital are governed by the Limited Liability Partnership Agreement (the "Agreement") dated 11 December 2014.
The designated Members (as defined by the Limited Liability Partnerships Act 2000) during the year and at the date of this report were:
There were no material events subsequent to the balance sheet date.
The members are responsible for preparing the Members' report and the financial statements in accordance with applicable law and regulations.
Company law (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) requires the members to prepare financial statements for each financial year. Under that law the members have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice. Under company law (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) the members 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 limited liability partnership and of the profit or loss of the limited liability partnership for that period. In preparing these financial statements, the members 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 UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the limited liability partnership will continue in business.
The members are responsible for keeping adequate accounting records that are sufficient to show and explain the limited liability partnership’s transactions and disclose with reasonable accuracy at any time the financial position of the limited liability partnership and enable them to ensure that the financial statements comply with the Companies Act 2006 (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008). They are are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have a general responsibility to take such steps as are reasonably open to them for safeguarding the assets of the limited liability partnership and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The income statement has been prepared on the basis that all operations are continuing operations.
The accounting policies and notes on pages 7 to 11 form an integral part of these financial statements.
The accounting policies and notes on pages 7 to 11 form an integral part of these financial statements.
There was a profit allocation of nil in the year (2024: nil). The profit attributable to the Member with the highest allocation was nil (2024: nil).
The average number of Members during the year was 2 (2024: 2).
Loans and other debts due to Members rank after unsecured creditors. There were no amounts due to Members at the year end (2024: nil).
The accounting policies and notes on pages 7 to 11 form an integral part of these financial statements.
The accounting policies and notes on pages 7 to 11 form an integral part of these financial statements.
BIIF AIP GP LLP is a limited liability partnership incorporated in England and Wales. The registered office is 8th Floor, 6 Kean Street, London, WC2B 4AS.
The limited liability partnership's principal activities are disclosed in the Members' Report.
These financial statements have been prepared in accordance with the Statement of Recommended Practice "Accounting by Limited Liability Partnerships" issued in December 2021, together 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 and Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006).
The financial statements are prepared in sterling, which is the functional currency of the limited liability partnership. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
At the time of approving the financial statements, the members have a reasonable expectation that the limited liability partnership has adequate resources to continue in operational existence for the foreseeable future. Thus the members continue to adopt the going concern basis of accounting in preparing the financial statements.
Revenue represents Priority Profit Share which is variable consideration receivable from Limited Partnership. The Partnership's performance obligations under the Limited Partnership Agreements is the provision of General Partner services over time to the Limited Partnership. Revenue is invoiced semi-annually and is recognised in the amount that is invoiced under the output basis.
Policies for members' drawings, subscriptions and repayment of members' capital are governed by the Limited Liability Partnership Agreement dated 11 December 2014. Members draw a proportion of their profit shares monthly during the year in which it is made, with the balance of profits being distributed after the year, subject to the cash and the regulatory requirements of the business. Any loans and debts due to members are repayable after settlement of other liabilities.
Members' capital Members' capital contributions have been classified to be shown as equity under the provisions of the SORP and in line with the members' agreement.
Cash and cash equivalents in the Statement of financial position comprise cash at bank.
The limited liability partnership has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the limited liability partnership's Statement of financial position when the limited liability partnership becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. As at 31 March 2025 and 31 March 2024, no financial assets and liabilities are offset in the Statement of financial position.
Basic financial assets, which include receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the limited liability partnership transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the limited liability partnership after deducting all of its liabilities.
Basic financial liabilities, including loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Financial liabilities are derecognised when the limited liability partnership’s obligations expire or are discharged or cancelled.
An analysis of the limited liability partnership's revenue is as follows:
The average number of employees during the year was nil (2024: nil).
Any taxation arising on the income and gains of the Partnership is payable by the individual Members and therefore the Partnership has not made any provision for taxation.
During the year the Partnership entered into transactions, in the ordinary course of business, with related parties. There are no other key management personnel. Each of these categories of related parties and their impact on the financial statements is detailed below.
Outstanding fees payable to the Manager, which is appointed by the Partnership to manage the Limited Partnership, at the year end are detailed below:
The Limited Partnership is a related party, being the entity for which the Partnership acts as General Partner. The amount of accrued fees receivable at the end of the year, is detailed below:
Since 31 May 2024, the Partnership has been a subsidiary of Alba Infra Founding Partners SAS which sets objectives, policies and processes for managing and monitoring risk. Prior to 31 May 2024, the Partnership was a subsidiary of 3i Group plc, which fulfilled the same role in managing and monitoring risk. This note provides further information on the specific risks faced by the Partnership.
Capital management
The capital structure of the Partnership consists of equity. There is sufficient capital in the Partnership to cover liabilities and the Company is free to transfer capital to the parent company, subject to maintaining sufficient reserves to meet statutory obligations. No significant constraints have been identified in the past.
Credit risk
The Members do not believe that there is significant credit risk as the Partnership holds minimal cash and the only receivable is with the Limited Partnership and is linked to the payable disclosed in note 8. The Partnership’s maximum exposure to credit risk is the value of the receivables balance as disclosed in note 7. The risk exposure at this end of the year is considered to be representative of the year as a whole.
Liquidity risk
The Members do not believe that there is significant liquidity risk as the only payable is to the Manager, which is a Member, and is linked to the receivable and is disclosed in note 8. The risk exposure at this end of the year is considered to be representative of the year as a whole. This is linked to the management fee receivable disclosed in note 7. The Partnership has a liability for Members' current accounts.
Market risk
The Members do not believe that there is significant market risk as the Partnership does not hold fixed or floating rate loans or liabilities or investments which are exposed to market fluctuations.
Currency risk
The Members do not believe that there is significant currency risk as in the year ended 31 March 2025 the exposure of the Partnership to foreign currencies was nil and is expected to remain nil in future years.