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Registered number: 10208262 NIIF LIMITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
NIIF LIMITED CONTENTS
| Page
Company information | 1
Strategic report | 2 - 5
Directors' report | 6 - 7
Directors' responsibilities statement | 8
Independent auditor's report | 9 - 12
Statement of profit or loss | 13
Statement of financial position | 14 - 15
Statement of cash flows | 16
Notes to the financial statements | 17 - 28
NIIF LIMITED COMPANY INFORMATION
Directors | L M Zimny
| G C Doherty
Company secretary | Ocorian (UK) Limited
Registered number | 10208262
Registered office | 5th Floor
| 20 Fenchurch Street
| London
| England
| EC3M 3BY
Independent auditor | Blick Rothenberg Audit LLP
| Chartered Accountants & Statutory Auditor
| 16 Great Queen Street
| Covent Garden
| London
| WC2B 5AH
Page 1
NIIF LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 30 JUNE 2025
Introduction
The directors present their strategic report for the year ended 30 June 2025.
Business review
NIIF Limited (the 'Company') is party to the Northern Ireland Investment Fund's (the 'Fund') Operational Agreement and will act as the Investee to the Fund. The Company will facilitate in investing £150,000,000 of Department of Finance funds into the Funds' projects. The Fund has been set up with two objectives, the first being to address market failures in Northern Ireland and accelerate and increase investment in private sector led development, infrastructure and low carbon projects. The second to secure private and / or public sector leverage to achieve sustainable financial returns to maximize the impact of public sector intervention and deliver economic growth. The Fund is a 15 year agreement running until 13 November 2032. At 30 June 2025 Department of Finance had provided £150m (2024: £150m) to the Company. The results for the year are shown on pages 12-15. During the reporting year the Company recognised a profit of £Nil (2024: £Nil). As 30 June 2025 the Company had current assets of £118m (2024: £147.3m) total assets of £178.6m (2024: £167.3m) and net current assets of £116.4m (2024: £146.3m). As at 30 June 2025 the Company had committed to 9 current projects. The Fund benefits from a first charge over all projects and a full valuation was obtained from 3rd party RICS-registered valuers at the point of underwriting. The first charge theoretically means that the value of the project would need to drop by the overall asset value minus the Loan to Value (LTV) for the NIIF loan (100%-[LTV%]) before the fund was to suffer a loss of capital on the loan. More than half of the Funds loan (and sometimes all of the Funds loan) is the last element of funding into a project, thus protecting the LTV further as investment of most of the funds are made at the point that construction is well progressed. The projects will always be fully funded before investments are made, and should this change during the development due to increased costs, the Borrower is required to make up any shortfall before further investment. The Lisburn Square project made available a total loan commitment (capital and VAT) of £5,685,000 to construct a circa 27,500 sq. ft. boutique hotel and to develop units 3, 4, 6 and 7 of the existing property for use as co-working office space. Drawdowns for capital and VAT paid to the developer totalled £5,567,018 (2024: £5,441,421). The loan is now repaid. The King’s Hall project made available a total commitment (capital only) of £8,800,000 for the demolition, asbestos removal and site clearance at the property, the construction of the Plot 2 Offices and the construction at the Property of all associated infrastructure works for the use of the Property as a mixed use development, in each case as described in the Specifications and Project Monitor reports. The original Development Tranche loan was repaid in June 2024. An Amendment and Restatement agreement was entered into in February 2024, with a total commitment of £19,660,000. At 30 June 2025, drawdowns for capital paid to the developer totalled £5,022,208 (2024: £Nil), and. the rolled up tranche balance, including arrangement fee was £660,556 (2024: £356,404). This is effectively a new loan for a new development on the wider site. Page 2
NIIF LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
Business review (continued)
The Paper Exchange project makes available a total loan commitment (capital only) of £20,000,000. These funds are to be used to fund the development of the Property (comprising an eleven storey 155,133 sq ft development comprising of 148,943 sq ft of Grade A office space with 6,190 sq ft of ground floor retail, 1,658 sq ft reception, 15 car parking spaces and 85 bicycle spaces, including all works for the demolition of existing structures, clearance, excavation, construction, shell and frame, roof, main risers and plant room in accordance with the Development Consents and the Specifications. On 30 May 2025 the development was sold for £20,750,000 followed by an Amendment and Restatement of the Loan on 25th July 2025. The loan was then extended to the new purchaser with a revised repayment date of 31st December 2026. At the same time the loan was paid down to £16,746,485. Interest is now paid current by the Borrower and therefore the loan will not increase. Capital drawdowns paid to the developer totalled £18,481,264 (2024: £18,481,264) before being repaid down to £15,481,263, as at 30 June 2025. The Oakland project makes available a total loan commitment (capital only) of £11,640,000. These funds are to be used to develop a hotel at 32-38 Queen Street, Belfast. The loan of £11,640,000 was repaid in full on 11 September 2025. The Bradbury Place project makes available a total loan commitment (capital only) of £10,830,000. These funds are to be used to develop a purpose-built student accommodation near Queens University. Drawdowns paid to the developer totalled £10,830,000 (2024: £10,470,556). Forbearance has been provided on this loan, increasing the overall loan amount to £12,230,000. The reason for this was to enable final snagging costs to be met and the scheme to be marketed for sale in an orderly fashion. The security is considered good as the scheme is fully let predominantly to Queens University by means of a nomination's agreement. The Derry project makes available a total loan commitment (capital only) of £1,800,000. These funds are to be used to develop 22 short stay apartments located in Londonderry. The scheme is now close to completion with an estimated Practical Completion date of March 2026. Drawdowns paid to the developer totalled £584,162 (2024: £92,320). The York Street project makes available a total loan commitment (capital only) of £19,153,736. These funds are to be used to fund the development of purpose-built university accommodation. Drawdowns paid to the developer totalled £18,918,479 (2024: £7,840,458). The scheme has now reached Practical Completion and is letting well. The loan is due to be repaid 4 May 2026 and is in the process of a refinance. The Portrush project makes available a total loan commitment (capital only) of £6,000,000. These funds are to be used for the development of a hotel. The loan is fully drawn (2024: £Nil) and the project has reached Practical Completion, in time for The Open Championship and has traded well since. The Strand Road project makes available a total loan commitment (capital only) of £1,500,000. These funds were used to fund a golf and tourist facility in Derry. The loan is fully drawn (2024: £Nil) and the project has reached Practical Completion and has traded well since. The Hamilton Dock project makes available a total loan commitment (capital only) of £27,900,000. These funds are to be used to fund the development of a 228-bed hotel/aparthotel under a Marriott franchise agreement. Drawdowns paid to the developer totalled £12,641,886 (2024: £Nil). The scheme is forecast to reach Practical Completion in March 2026 at which point it is expected to refinance and repay the loan in full.
Financial key performance indicators
Operating profit margin Nil% (2024: Nil%) Net fee and commission income £9.5m (2024: £6.0m) Return on capital employed £Nil (2024: £Nil) Page 3
NIIF LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
Principal risks and uncertainties
The Company is exposed to liquidity risk, credit risk and interest rate risk. However, there are no external borrowings of the Company, and therefore the liquidity and interest rate risks are not considered significant by management. The liquidity risk is further protected by ensuing the fund manager does not commit to loans with a value in excess of available capital. The Company's principal financial assets are cash and other receivables. Therefore, the Company's credit risk is primarily attributable to its other receivables. The Company's approach to managing the credit risk is to monitor these other receivables and make an allowance for impairment when there is objective evidence that the Company will not be able to collect all amounts according to the general terms of the receivables concerned. Managements classification based upon the performance of the other receivables, as per note 9, is detailed below:
|  |  |  |  | 2025
|  |  |  |  | £
| Performing in accordance with the original loan agreements | 48,371,018
| Underperforming, but in accordance with revised repayment terms, so not credit impaired | 47,370,972
| Credit impaired loans | -
| Total gross other receivables | 95,741,990
| Other receivables loss allowance | -
| Other receivables net of expected credit losses | 95,741,990
In the previous accounts the directors identified that the issues arising from the activities of the previously appointed representatives increased the operational risk. This is now revised as new appointed representatives have provided a stable platform for the Fund’s operation. Pillar 3 disclosure will be made available upon request to NIIF Limited.
Other key performance indicators
The key non-financial performance indicators used to determine the progress and performance of the Company are set out below; ∙Client service Performance indicators are reviewed by the management team in order to assess the progress of the Company and we are pleased with the overall performance presented in this report. Page 4
NIIF LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025 This report was approved by the board and signed on its behalf.
L M Zimny Director
Date: 24 March 2026
Page 5
NIIF LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2025 The directors present their report and the financial statements for the year ended 30 June 2025.
Principal activity
The principal activity of the Company is to act as a Special Purpose Vehicle ('SPV') to invest funding from the Department of Finance into projects in Northern Ireland. The projects are required to address market failures and accelerate and increase investment in private sector led development, infrastructure and low carbon projects to deliver economic growth.
Results and dividends
The profit for the year, after taxation, amounted to £NIL (2024 - £NIL). No dividends were declared in the current or prior year.
Director
The director who served during the year was:
L M Zimny
On 9 July 2025 G C Doherty was appointed as a director.
Future developments
The Company plan to continue to act as an SPV to invest funding from the Department of Finance into projects in Northern Ireland.
Financial instruments
Price risk, credit risk, liquidity risk and cash flow risk. The Company's activities exposes it to a variety of financial risks; market risks, credit risks, liquidity risk and cash flow interest rate risk. The Company's overall risk management programme focuses on the unpredictability of the marketplace and seeks to minimise potential adverse effects on the Company's financial performance. Page 6
NIIF LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025
Disclosure of information to auditor
Each of the persons who are directors at the time when this directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information. This report was approved by the board and signed on its behalf.
L M Zimny Director
Date: 24 March 2026
Page 7
NIIF LIMITED DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 30 JUNE 2025 The directors are responsible for preparing the strategic report, directors' report and the financial statements, in accordance with applicable law. Company law requires the directors to prepare financial statements for each financial year. Under that law they have elected to prepare the financial statements in accordance with UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006. 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; ∙make judgements and estimates that are reasonable and prudent; ∙state whether they have been prepared in accordance with IFRS Accounting standards in conformity with the requirements of the Companies Act 2006, subject to any material departures disclosed and explained in the financial statements; ∙assess the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and ∙use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. 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 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 general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. Page 8
NIIF LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NIIF LIMITED
Opinion
We have audited the financial statements of NIIF Limited for the year ended 30 June 2025 which comprise the statement of profit or loss, the statement of financial position, the statement of cash flows and the notes to the financial statements, including significant accounting policies set out on pages 18 - 20. The financial reporting framework that has been applied in their preparation is applicable law and UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006. In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 30 June 2025 and of its results for the year then ended; ∙have been properly prepared in accordance with IFRSs as adopted by the United Kingdom; 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 United Kingdom, including the Financial Reporting Council'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, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. Page 9
NIIF LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NIIF LIMITED (CONTINUED)
Opinion 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 strategic report and the directors' report 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. Matters on which we are required to report by exception 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 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 directors' responsibilities statement on page 8, 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. Page 10
NIIF LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NIIF LIMITED (CONTINUED) Auditor's 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 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. 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: ∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; ∙we identified the laws and regulations applicable to the company through discussions with members and other management, and from our commercial knowledge and experience of the company’s sector; ∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection and anti-bribery.; ∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management; and ∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: ∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and ∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we: ∙performed analytical procedures to identify any unusual or unexpected relationships; ∙tested journal entries to identify unusual transactions; ∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and ∙investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: ∙agreeing financial statement disclosures to underlying supporting documentation; ∙reading the minutes of meetings of those charged with governance; ∙enquiring of management as to actual and potential litigation and claims; and ∙reviewing correspondence with HM Revenue and Customs. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Page 11
NIIF LIMITED INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NIIF LIMITED (CONTINUED) Auditor's responsibilities for the audit of the financial statements (continued) Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the director and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. 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 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 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. Heather Powell FCA (senior statutory auditor) for and on behalf of Blick Rothenberg Audit LLP Chartered Accountants Statutory Auditor 16 Great Queen Street Covent Garden London WC2B 5AH 24 March 2026 Page 12
NIIF LIMITED STATEMENT OF PROFIT OR LOSS FOR THE YEAR ENDED 30 JUNE 2025
|  |  |  | 2025 | 2024
|  |  | Note | £ | £
Revenue | 5 | 9,486,430 | 5,985,735
Gross profit |  | 9,486,430 | 5,985,735
Administrative expenses |  | (1,261,252) | (781,116)
Profit from operations |  | 8,225,178 | 5,204,619
Finance income |  | 2,486,812 | 2,723,358
Finance expense |  | (10,711,990) | (7,927,977)
Tax on profit |  | - | -
Profit for the financial year |  | - | -
The notes on pages 18 to 28 form part of these financial statements.
Page 13
NIIF LIMITED REGISTERED NUMBER: 10208262 STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025
| 2025 | 2024
Note | £ | £
Assets |  |
Non-current assets |  |  |
Trade and other receivables | 9 | 60,554,146 | 19,989,358
Current assets |  |  |
Trade and other receivables | 9 | 35,189,551 | 41,930,012
Cash and cash equivalents | 16 | 82,825,624 | 105,402,372
|  | 118,015,175 | 147,332,384
Total assets |  | 178,569,321 | 167,321,742
Liabilities |  |
Non-current liabilities |  |  |
Trade and other liabilities | 10 | 26,996,195 | 16,284,205
Loans and borrowings | 11 | 150,000,000 | 150,000,000
|  | 176,996,195 | 166,284,205
Current liabilities |  |  |
Trade and other liabilities | 10 | 1,573,125 | 1,037,536
|  | 1,573,125 | 1,037,536
Total liabilities |  | 178,569,320 | 167,321,741
Net assets |  | 1 | 1
Page 14
NIIF LIMITED REGISTERED NUMBER: 10208262 STATEMENT OF FINANCIAL POSITION (CONTINUED) AS AT 30 JUNE 2025
| 2025 | 2024
Note | £ | £
Issued capital and reserves |  |  |
Share capital | 12 | 1 | 1
Total Equity |  | 1 | 1
The financial statements on pages 13 to 28 were approved and authorised for issue by the board of directors and were signed on its behalf by:
L M Zimny
Director
Date: 24 March 2026
The notes on 16 to 26 form part of these financial statements. Page 15
NIIF LIMITED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2025
|  |  |  | 2025 | 2024
|  |  |  | £ | £
Cash flows from operating activities |  |
Profit for the financial year | - | -
Adjustments for |  |
Movements in working capital: |  |
Increase in trade and other receivables | (33,824,327) | (9,189,786)
Increase in other liabilities | 11,247,579 | 7,874,601
Net cash used in operating activities | (22,576,748) | (1,315,185)
Net decrease in cash and cash equivalents | (22,576,748) | (1,315,185)
Cash and cash equivalents at the beginning of year | 105,402,372 | 106,717,557
Cash and cash equivalents at the end of the year | 82,825,624 | 105,402,372
The notes on pages 16 to 26 form part of these financial statements. Page 16
NIIF LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
1. | Reporting entity
NIIF Limited (the 'Company') is a limited company incorporated in England. The Company's registered office is at 5th Floor, 20 Fenchurch Street, London, EC3M 3BY The Company's principal activity is to act as an Special Purpose Vehicle ('SPV') to invest funding from the Department of Finance into projects in Northern Ireland. The projects are required to address market failures and accelerate and increase investment in private sector led development, infrastructure and low carbon projects to deliver economic growth. The financial statements are presented in Sterling (£), which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £. .
2. | Effects of changes in accounting policies
The following IFRS standards, amendments and interpretations became effective during the financial year beginning on 1 July 2024: ∙Lease liability in a Sale and Leaseback - Amendments to IFRS 16 Leases. On initial recognition, the seller-lessee includes variable lease payments when it measures a lease liability arising from a sale-and-leaseback transaction. After initial recognition, the seller-lessee applies the general requirements for subsequent accounting of the lease liability such that it recognises no gain or loss relating to the right of use it retains. The amendments are effective for annual reporting periods beginning on or after 1 January 2024. ∙Classification of liabilities as Current or Non-Current and Non-current Liabilities with Covenants – Amendments to IAS 1 Presentation of Financial Statements The amendments are effective for annual periods beginning on or after 1 January 2024. ∙Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures – Supplier Finance Arrangements. Entities must disclose the effects of these arrangements on financial position, cash flows, and liquidity, including changes in related liabilities. Additional disclosures cover terms, conditions, and the amounts involved. Effective for annual reporting periods beginning on or after 1 January 2024. There are no further new IFRSs or IFRIC interpretations that are effective for the financial period beginning on or after 1 July 2024 that would be expected to have a material impact on the Company. The following IFRS standards, amendments, and interpretations, which had not yet been applied in these financial statements as they were not mandatory, were in issue but not yet effective during the financial year beginning on 1 July 2024. These standards are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions. ∙Lack of exchangeability - Amendments to IAS 21 The Effects of Changs in Foreign Exchange Rates. Providing guidance to specify when a currency is exchangeable and how to determine the exchange rate when it is not. Effective for annual reporting periods beginning on or after 1 January 2025. ∙Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of financial instruments. To address matters identified during the post-implementation review of the classification and measurement requirements. Effective for annual reporting periods beginning on or after 1 January 2026. Page 17
NIIF LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2. Effects of changes in accounting policies (continued) ∙Annual Improvements to IFRS Accounting Standards – Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7. The annual improvements process aims to improve the clarity and internal consistency of IFRS Accounting Standards. Effective for annual reporting periods beginning on or after 1 January 2026. There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the company. 3.Accounting policies
| 3.1 | Going concern
After making enquiries, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
| 3.2 | Revenue
Revenue represents interest, commitment fees and arrangement fees on loans advanced. Revenue is recognised in line with each loan agreement on an accruals basis in the profit and loss account. The Company does not expect to have any contracts where the period between the transfer of the promised services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.
| 3.3 | Interest income
Bank interest income is recognised in profit or loss using the effective interest method.
| 3.4 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 3.5 | Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value. Page 18
NIIF LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 3.Accounting policies (continued)
| 3.6 | Financial assets
Financial assets are recognised in the Company's statement of financial position when the Company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories. The classification depends on the nature and purpose of the financial assets and is determined at the time of recognition. Financial assets are initially measured at fair value plus transaction costs, other than those classified as fair value through profit and loss, which are measured at fair value. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets and non-current assets. The Company’s loans and receivables comprise ‘trade and other receivables’ and ‘cash and cash equivalents’ in the statement of financial position. Impairment of financial assets Financial assets, other than those at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date. The company assesses the probability of default of a financial asset at initial recognition and evaluates whether there has been a significant increase in credit risk at each subsequent reporting date. To determine whether credit risk has increased significantly, the company compares the risk of default at the reporting date with the risk of default at initial recognition, taking into account all reasonable and supportable forward looking information available without undue cost or effort. The assessment of significant increased credit risk includes both quantitative indicators and qualitative factors. Financial assets are classified into three impairment stages, based on changes in credit risk since initial recognition: ∙Stage 1 – Performing: Assets for which credit risk has not increased significantly since initial recognition. ∙Stage 2 – Underperforming: Assets that have experienced a significant increase in credit risk compared to initial expectations but are not credit impaired. ∙Stage 3 – Credit Impaired (Non Performing): Assets that are credit impaired, which may include situations where it is probable that the borrower will enter bankruptcy or where other objective evidence of impairment exists. The company writes off a financial asset when it determines that no reasonable expectation of recovery exists. This includes situations where a debtor fails to engage in repayment arrangements. Even after a write off, the company continues to pursue enforcement and recovery efforts as appropriate. Any subsequent recoveries of amounts previously written off are recognised in profit or loss. Derecognition of financial assets Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity. Page 19
NIIF LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 3.Accounting policies (continued)
| 3.7 | Financial liabilities
Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities. The Company does not have any financial liabilities at fair value through profit or loss. Other financial liabilities Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability to the net carrying amount on initial recognition. Trade and other payables Trade payables are obligations to pay for 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 (or in the normal operating cycle of the business if longer). If not, they are presented as non-current liabilities. Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Derecognition of financial liabilities Financial liabilities are derecognised when, and only when, the Company’s obligations are discharged, cancelled, or they expire.
| 3.8 | Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
4. | Accounting estimates and judgements
In the application of the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. 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. Page 20
NIIF LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
5. | Revenue
| The following is an analysis of the Company's revenue for the year from continuing operations:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Loan interest and fees | 9,486,430 | 5,985,735
| Estimates and assumptions
There are no significant estimates or assumptions within revenue.
6. | Auditor's remuneration
| During the year, the Company obtained the following services from the Company's auditor and it's associates:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the audit and it's associates for the audit of the Company's financial statements | 9,658 | 14,704
| Fees payable to the auditor and it's associates in respect of: All non-audit services not included above | 5,750 | 4,400
7. | Employees
The Company did not have any employees under contracts of service during the year (2024: Nil). Page 21
NIIF LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
8. | Finance income and expense
| Recognised in profit or loss
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
Finance income |  |
| Interest on: |  |
| - Bank deposits | 2,486,812 | 2,723,358
| Total finance income | 2,486,812 | 2,723,358
| Finance expense |  |
| Other loan interest payable | 10,711,990 | 7,927,977
| Total finance expense | 10,711,990 | 7,927,977
| Net finance expense recognised in profit or loss | (8,225,178) | (5,204,619)
9. | Trade and other receivables
|  | 2025 | 2024
|  | £ | £
| Prepayments and accrued income | 1,064,225 | 440,052
| Other receivables | 94,679,472 | 61,479,318
| Total trade and other receivables | 95,743,697 | 61,919,370
| Less: current portion - accrued income | (1,064,225) | (440,052)
| Less: current portion - other receivables | (34,125,326) | (41,489,960)
| Total current portion | (35,189,551) | (41,930,012)
| Total non-current portion | 60,554,146 | 19,989,358
| All amounts within other receivables are wholly repayable within 5 years as at 30 June 2025 (not by monthly instalments) and accrue interest at a rate specified within the facility agreement. The Company has debentures in place creating fixed and floating security over the assets of the borrowers.
Page 22
NIIF LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
9. | Trade and other receivables (continued)
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Repayments of other receivables fall due as follows: |  |
| Within one year | 35,188,634 | 41,930,012
| Between 1-2 years | 41,064,369 | 7,986,194
| Between 2-5 years | 19,488,987 | 12,003,164
|  | 95,741,990 | 61,919,370
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Classification based upon performance of other receivables: |  |
| Performing in accordance with the original loan agreements | 48,371,018 | 19,756,632
| Underperforming, but in accordance with revised repayment terms, so not credit impaired | 47,370,972 | 42,162,736
| Credit impaired loans | - | -
| Total gross other receivables | 95,741,990 | 61,919,368
| Other receivables loss allowance | - | -
| Other receivables net of expected credit losses | 95,741,990 | 61,919,368
Page 23
NIIF LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
10. | Trade and other payables
|  | 2025 | 2024
|  | £ | £
| Trade payables | 25,000 | 26,815
| Other payables | 26,996,195 | 16,284,205
| Accruals | 1,548,125 | 1,010,721
| Total financial liabilities, excluding loans and borrowings, classified as financial liabilities measured at amortised cost | 28,569,320 | 17,321,741
| Less: current portion - trade payables | (25,000) | (26,815)
| Less: current portion - accruals | (1,548,125) | (1,010,721)
| Total current portion | (1,573,125) | (1,037,536)
| Total non-current position | 26,996,195 | 16,284,205
| Other payables due in more than one year are amounts due to the Department of Finance which are repayable in line with the repayments of other receivables within note 9.
11. | Loans and borrowings
|  | 2025 | 2024
|  | £ | £
| Non-current |  |
| Other loans - secured | 150,000,000 | 150,000,000
| The carrying value of loans and borrowings classified as financial liabilities measured at amortised cost approximates fair value. Loan Terms The loan is repayable to the Department of Finance upon the receipt of the capital amounts within other receivables. The loan accrues interest to the extent the amounts are considered payable.
Page 24
NIIF LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
11. | Loans and borrowings (continued)
Security a) In order to secure the liabilities owed by NIIF Limited, to the Investor, NIIF Limited has to: i) create a first ranking charge (expressed as a fixed charge) over the accounts in the form of the Accounts Charge; ii) create security in favour of the investor in respect of each equity investment and certain other related rights, in the form of the Share Security Agreement; iii) execute the Assignment agreement and shall, in respect of each project loan agreement entered into between NIIF Limited and a final recipient, serve such notice of such assignment on, and obtain an acknowledgement from, each final recipient and shall deliver to the investor copies of such notice and acknowledgement within 5 business days of the date of each project loan agreement; and iv) in respect of each project loan and equity investment, grant such additional security as may be deemed necessary by the investor and agreed with NIIF Limited as part of the approval process for the relevant project.
12. | Share capital
| Authorised |
|  | 2025 | 2025 | 2024 | 2024
|  | Number | £ | Number | £
| Shares treated as equity |  |  |  |
| Ordinary shares of £1.00 each | 1 | 1 | 1 | 1
|  | 1 | 1 | 1 | 1
| Issued and fully paid |
|  | 2025 | 2025 | 2024 | 2024
|  | Number | £ | Number | £
| Ordinary shares of £1.00 each |  |  |  |
| At 1 July and 30 June | 1 | 1 | 1 | 1
| The holders of ordinary shares are entitled to receive dividends from time to time and are entitled to one vote per share at the meetings of the Company.
Page 25
NIIF LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
13. | Reserves
Share capital Represents the nominal value of shares that have been issued. Retained earnings This reserve comprises all current and prior period retained profits and losses after deducting any distributions made to shareholders.
14. | Financial instruments - fair values and risk management
14.1 Accounting classifications and fair values The following table shows the carrying amounts and fair values of financial assets and financial liabilities. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. Page 26
NIIF LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 14.1 Accounting classifications and fair values (continued)
| 14.2 Financial risk management
The Company's activities exposes it to a variety of financial risks; market risks, credit risks, liquidity risk and cash flow interest rate risk. The Company's overall risk management programme focuses on the unpredictability of the marketplace and seeks to minimise potential adverse effects on the Company's financial performance.
15. | Controlling party
In the opinion of the directors there is no ultimate controlling party. Page 27
NIIF LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
16. | Notes supporting statement of cash flows
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Cash at bank available on demand | 82,825,624 | 105,402,372
| Cash and cash equivalents in the statement of financial position | 82,825,624 | 105,402,372
| Cash and cash equivalents in the statement of cash flows | 82,825,624 | 105,402,372
Page 28