The directors present their annual report and the unaudited financial statements of BIFM Investments Limited ("the Company") for the year ended 31 December 2025.

BIFM Investments Limited provides management services to limited partnership vehicles which invest in Public Private Partnerships (PPP), Private Finance Initiative (PFI) projects and other infrastructure projects exhibiting similar characteristics in the UK and Europe. Subsidiaries of the Company act as general partners of the limited partnership vehicles managed by the Company. The Company is authorised and regulated by the Financial Conduct Authority in the United Kingdom.

On 14 January 2025, BIFM Investments 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.

The results for the year are set out on page 3.

The profit for the financial year, after taxation, amounted to £775,292 (9 month period to 31 December 2024: profit of £1,684,774).

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 year and up to the date of signature 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 (note 1).

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 Financial Statements in accordance with applicable law and regulation.

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" Section 1A, 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 the 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 Section 1A 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.

The directors 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 directors and authorised for issue on 24 April 2026.

Bryan Acutt

Director        

All of the activities of the company are from continuing operations.

The notes on pages 5 to 12 form part of these financial statements.

The notes on pages 5 to 12 form part of these financial statements.

For the financial year ended 31 December 2025 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

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.

BIFM Investments 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.

BIFM Investments Limited provides management services to limited partnership vehicles which invest in Public Private Partnerships (PPP), Private Finance Initiative (PFI) projects and other infrastructure projects exhibiting similar characteristics in the UK and Europe. Subsidiaries of the Company act as general partners of the limited partnership vehicles managed by the Company. The Company is authorised and regulated by the Financial Conduct Authority in the United Kingdom.

On 14 January 2025, BIFM Investments 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.

In the previous financial statements, the Company 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 12 months (period to 31 December 2024: 9 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.

The financial statements have been prepared on a going concern basis which the Directors consider to be appropriate.true

In considering going concern, the Directors have reviewed the plausible downside scenario, capital liquidity and financial position of the Company, including future plans. Having performed this assessment, the Directors are confident that the Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and consequently have considered it appropriate to prepare these financial statements on a going concern basis.

The Company recognises management fee income when it has the right to receive the income in accordance with the management agreement. Interest income is recognised when the Company has the right to receive the interest.

Tangible assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Please refer to the accounting policy for the right-of-use asset in note 1.12.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments in equity 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.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less.

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

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 costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other tangible assets. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments and variable lease payments that depend on a rate.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in rate or the company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows:

The carrying value of those assets recorded in the Company's Statement of financial position, at amortised cost less any impairment losses, could be materially reduced where circumstances exist which might indicate that an asset has been impaired and an impairment review is performed. Impairment reviews consider the fair value and/or value in use of the potentially impaired asset or assets and compare that with the carrying value of the asset or assets in the Statement of financial position. Any reduction in value arising from such a review would be recorded in the Statement of comprehensive income. Impairment reviews involve the significant use of assumptions. Consideration has to be given as to the price that could be obtained for the asset or assets, or in relation to a consideration of value in use, estimates of the future cash flows that could be generated by the potentially impaired asset or assets, together with a consideration of an appropriate discount rate to apply to those cash flows.

The whole of the turnover is attributable to the principal activity of the Company wholly undertaken in the United Kingdom.

The average monthly number of persons (including directors) employed by the company during the year was:

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024: 3).

Up until 31 May 2024, the Directors of the Company were also directors of subsidiaries belonging to 3i Group plc, with remuneration paid to the Directors by 3i Group plc. From 31 May 2024, directors remuneration is paid by BIFM Investments Limited.

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:

At 31 December 2025, the Company had tax losses carried forward of £1,093k (2024: £1,093k) for which no deferred tax asset has been recognised. It is considered uncertain that there will be sufficient taxable profits in the future against which the associated deferred tax assets can be offset and therefore the assets have not been recognised.

On 16 September 2024, the Company entered into an agreement to lease an office at 8th Floor, 6 Kean Street, London, WC2B 4AS for 5 years. There is not an option in the agreement to extend the lease term. On the lease commencement date, a right-of-use asset of £659,834 was recognised in the Statement of Financial Position.

The disposal in the year relates to the shareholding in BAM General Partner Limited which was dissolved on 23 April 2025.

Details of the company's subsidiaries at 31 December 2025 are as follows:

These subsidiaries act as general partners in the limited partnerships managed by the Company, or as holding companies of such general partners. There are no restrictions on the profits of the subsidiaries and no guarantees exist between the parent and the subsidiaries.

Amounts owed by group undertakings include accrued priority profit share income of £1,885,966 (2024: £1,879,939) due from BIIF AIP GP LLP.

Amounts owed to group undertakings relate to service costs recharged to the Company by Alba Infra Partners SAS. This balance is not interest bearing, is unsecured and is repayable on demand.

On 16 September 2024, the Company entered into an agreement to lease an office at 8th Floor, 6 Kean Street, London, WC2B 4AS for 5 years. There is not an option in the agreement to extend the lease term. On the lease commencement date, a lease liability of £640,334 was recognised in the Statement of Financial Position.

Total lease payments in the period amounted to £163,349 (2024: £17,103).

There is a single class of ordinary share. There are no restrictions on the distribution of dividends and the repayment of capital.

The immediate parent undertaking is Alba Infra Partners HoldCo SAS. The registered office of Alba Infra Partners Holdco SAS is located at 134 rue du Faubourg Saint Honoré, 75008 Paris, France. The Company's ultimate parent undertaking and controlling party is Alba Infra Founding Partners SAS, which is incorporated and registered in France.