Company registration number 05372427 (England and Wales)
INFRASTRUCTURE MANAGERS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
INFRASTRUCTURE MANAGERS LIMITED
COMPANY INFORMATION
Directors
Nigel Middleton
Thomas Pike
Barry White
Caroline Johnston
Stephen Cooper
Gemma Boggs
Secretary
Infrastructure Managers Limited
Company number
05372427
Registered office
8th Floor
6 Kean Street
London
WC2B 4AS
Independent auditors
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Atria One
144 Morrison Street
Edinburgh
EH3 8EX
Bankers
Barclays Bank Plc
1 Churchill Place
London
E14 5HP
Solicitors
CMS Cameron McKenna Nabarro Olswang LLP
Saltire Court
20 Castle Terrace
Edinburgh
EH1 2EN
INFRASTRUCTURE MANAGERS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditors' report
6 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Statement of cash flows
12
Notes to the financial statements
13 - 26
INFRASTRUCTURE MANAGERS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 1 -
The directors present their Strategic report of Infrastructure Managers Limited ("the Company") for the year ended 31 December 2025.
Principal objectives and strategies
The principal activity of the Company continued to be that of the provision of financial management, operational and administrative services to companies involved in the UK government's Private Finance Initiative Scheme (PFI).
Review of the business
The directors expect the future performance of the company to be profitable and in line with forecast. 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.
Principal risks and uncertainties
The management of the business and the execution of the company's strategy are subject to a number of risks. The principal risk and uncertainties facing the company are price risk, credit and cash flow risk, as detailed below:
Price risk
The company's price risk is managed through its contracts with underlying Special Purpose Vehicles (SPVs) created to design, build, finance and operate assets under the UK Government's Private Finance Initiative. These contracts provide for payments that are fixed subject to performance and inflation indexation. The length of these contracts varies but are generally for at least 3 years.
Credit and cash flow risk
Cash flows are generated for the performance of management services. The Company has a concentration of credit risk whereby the majority of the Company's income is derived from SPVs which are under the same control as the Company. The majority of the Company's income is due within one month of the performance of the services. The company reviews its outstanding debt on a monthly basis and monitors its cash flows through rolling forecasts.
Future development
The Company has performed in line with expectations for the year. The directors are expecting that the Company will continue to show steady growth in the coming financial year.
Key performance indicators
The directors believe that the performance of the Company from a financial perspective is best assessed by reviewing the company's profit margin. The Company has been performing well and in line with expectations, achieving a margin of 23% in 2025 (20% in 2024).
Going concern
The Company prepares cash flow forecasts each month, on a rolling 12 month basis and so covering the 12 month period from the date the financial statements are signed. In drawing up these forecasts the directors have made assumptions based upon their view of the current and future economic conditions that will prevail over the forecast period. Based on these forecasts the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.
In light of this, the directors continue to adopt the going concern basis of accounting in preparing the Company's annual financial statements.
INFRASTRUCTURE MANAGERS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 2 -
Climate change
The directors recognise that it is important to disclose their view of the impact of climate change on the Company. The Company's key operational contracts are long-term and with a small number of known counterparties. In most cases, the cashflows from these contracts can be predicted with reasonable certainty for at least the medium-term. Having considered the Company's operations, its contracted rights and obligations and forecast cash flows, there is not expected to be a significant impact upon the Company's operational or financial performance arising from climate change.
This report was approved by the board of directors on 16 June 2026 and signed on behalf of the board by:
Barry White
Director
16 June 2026
INFRASTRUCTURE MANAGERS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 3 -
The directors present their annual report and the audited financial statements of Infrastructure Managers Limited ("the Company") for the year ended 31 December 2025.
Results and dividends
The results for the year are set out on page 9.
The profit for the financial year, after taxation, amounted to £1,301,850 (2024: profit of £1,019,526).
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.
Ordinary dividends were paid amounting to £700,000 (2024: £700,000). The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Nigel Middleton
Christopher Richardson
(Resigned 22 May 2026)
Thomas Pike
James Cornock
(Resigned 1 February 2025)
Barry White
Caroline Johnston
Stephen Cooper
(Appointed 1 January 2025)
Gemma Boggs
(Appointed 1 January 2025)
Qualifying third party indemnity provisions
The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.
Independent auditors
The independent auditors, PricewaterhouseCoopers LLP, are deemed to be reappointed under section 487(2) of the Companies Act 2006.
Strategic report
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of principal risks and uncertainties and principal objectives.
Statement of disclosure to auditors
In the case of each director in office at the date the Directors' Report is approved:
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware; and
they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
INFRASTRUCTURE MANAGERS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 4 -
On behalf of the board
Barry White
Director
16 June 2026
INFRASTRUCTURE MANAGERS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
- 5 -
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", 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 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 16 June 2026.
Barry White
Director
INFRASTRUCTURE MANAGERS LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBER OF INFRASTRUCTURE MANAGERS LIMITED
- 6 -
Report on the audit of the financial statements
Opinion
In our opinion, Infrastructure Managers Limited's financial statements:
give a true and fair view of the state of the company's affairs as at 31 December 2025 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law); and
have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report and Financial Statements (the "Annual Report"), which comprise:
the Statement of financial position as at 31 December 2025;
the Statement of comprehensive income for the year ended;
the Statement of changes in equity for the year then ended; and
the notes to the financial statements, which include a description of the significant accounting policies.
We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Conclusions relating to going concern
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.
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.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
INFRASTRUCTURE MANAGERS LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBER OF INFRASTRUCTURE MANAGERS LIMITED (CONTINUED)
- 7 -
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors' report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, 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 audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities.
With respect to the Strategic report and Directors' report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.
Strategic report and Directors' report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' report for the year ended 31 December 2025 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' report.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Directors' responsibilities statement, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also 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.
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.
Auditors' 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 auditors' 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.
INFRASTRUCTURE MANAGERS LIMITED
INDEPENDENT AUDITORS' REPORT
TO THE MEMBER OF INFRASTRUCTURE MANAGERS LIMITED (CONTINUED)
- 8 -
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.
Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to the Companies Act 2006 and UK tax legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to inappropriate journal entries and the risk of management bias in accounting estimates. Audit procedures performed by the engagement team included:
Enquiries of management around known or suspected instances of non-compliance with laws and regulations, claims and litigation, and instances of fraud;
Understanding of management's controls designed to prevent and detect irregularities;
Review of board minutes;
Challenging management on assumptions and judgements made in their significant accounting estimates;
Testing journal entries to assess whether any appeared unusual, in particular any affecting revenue or distributable reserves; and
Reviewing financial statement disclosures and testing to supporting documentation, where appropriate, to assess compliance with applicable laws and regulations.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, 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 deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.
This report, including the opinions, has been prepared for and only for the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
we have not obtained all the information and explanations we require for our audit; or
adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or
the company's financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made.
We have no exceptions to report arising from this responsibility.
Kelly Macfarlane (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Edinburgh
4 June 2026
INFRASTRUCTURE MANAGERS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
- 9 -
2025
2024
Notes
£
£
Turnover
3
17,453,006
16,439,598
Cost of sales
(13,504,242)
(13,218,698)
Gross profit
3,948,764
3,220,900
Administrative expenses
(2,426,419)
(2,130,164)
Operating profit
4
1,522,345
1,090,736
Interest receivable and similar income
6
258,513
282,562
Profit before taxation
1,780,858
1,373,298
Taxation on profit
8
(479,008)
(353,772)
Profit for the financial year
1,301,850
1,019,526
There is no other comprehensive income in the year.
All of the activities of the company are from continuing operations.
The notes on pages 13 to 26 form part of these financial statements.
INFRASTRUCTURE MANAGERS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2025
31 December 2025
- 10 -
2025
2024
Notes
£
£
£
£
Fixed assets
Goodwill
11
107,186
Other intangible assets
11
13,516
23,527
Total intangible assets
13,516
130,713
Tangible assets
12
194,646
243,837
Investments
13
4,065
4,065
212,227
378,615
Current assets
Debtors: amounts falling due within one year
15
1,875,721
1,887,614
Debtors: amounts falling due after more than one year
15
113,923
117,916
Cash at bank and in hand
6,227,914
5,336,949
8,217,558
7,342,479
Creditors: amounts falling due within one year
16
(3,772,391)
(3,639,461)
Net current assets
4,445,167
3,703,018
Total assets less current liabilities
4,657,394
4,081,633
Creditors: amounts falling due after more than one year
17
(367,012)
(393,101)
Net assets
4,290,382
3,688,532
Capital and reserves
Called up share capital
20
100,000
100,000
Profit and loss reserve
4,190,382
3,588,532
Total shareholders' funds
4,290,382
3,688,532
The notes on pages 13 to 26 form part of these financial statements.
The financial statements were approved by the board of directors and authorised for issue on 16 June 2026 and are signed on its behalf by:
Barry White
Director
Company registration number 05372427 (England and Wales)
INFRASTRUCTURE MANAGERS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
- 11 -
Called up share capital
Profit and loss reserve
Total
Notes
£
£
£
Balance at 1 January 2024
100,000
3,269,006
3,369,006
Year ended 31 December 2024:
Profit for the financial year
-
1,019,526
1,019,526
Dividends
9
-
(700,000)
(700,000)
Balance at 31 December 2024
100,000
3,588,532
3,688,532
Year ended 31 December 2025:
Profit for the financial year
-
1,301,850
1,301,850
Dividends
9
-
(700,000)
(700,000)
Balance at 31 December 2025
100,000
4,190,382
4,290,382
The notes on pages 13 to 26 form part of these financial statements.
INFRASTRUCTURE MANAGERS LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 12 -
2025
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
23
1,875,651
822,255
Income taxes paid
(475,015)
(317,991)
Net cash inflow from operating activities
1,400,636
504,264
Investing activities
Purchase of intangible assets
(28,752)
Proceeds from disposal of intangibles
680
Purchase of tangible assets
(72,135)
(53,465)
Interest received
254,262
278,329
Other income received from investments
4,251
4,233
Net cash generated from investing activities
187,058
200,345
Financing activities
Dividends paid
(700,000)
(700,000)
Net cash used in financing activities
(700,000)
(700,000)
Net increase in cash and cash equivalents
887,694
4,609
Cash and cash equivalents at beginning of year
5,336,949
5,333,128
Effect of foreign exchange rates
3,271
(788)
Cash and cash equivalents at end of year
6,227,914
5,336,949
The notes on pages 13 to 26 form part of these financial statements.
INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
- 13 -
1
Accounting policies
Company information
Infrastructure Managers 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.
The principal activity of the Company continued to be that of the provision of financial management, operational and administrative services to companies involved in the UK government's Private Finance Initiative Scheme (PFI).
1.1
Accounting convention
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.
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. The principal accounting policies adopted are set out below and have been consistently applied to the years presented, unless otherwise stated.
1.2
Going concern
The financial statements are prepared on a going concern basis.true
The Company prepares cash flow forecasts each month, on a rolling 12 month basis and so covering the 12 month period from the date the financial statements are signed. In drawing up these forecasts, the directors have made assumptions based upon their view of the current and future economic conditions that will prevail over the forecast period. Based on these forecasts the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. In light of this, the Directors continue to adopt the going concern basis of accounting in preparing the Company's annual financial statements.
1.3
Turnover
Turnover, which excludes value added tax, represents the invoiced value of charges earned in relation to the provision of the management and administration services.
Revenue from the provision of services is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that are recoverable.
1.4
Intangible fixed assets - goodwill
Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the Company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is presumed not to exceed ten years.
INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 14 -
1.5
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation 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:
Software
33% straight line
1.6
Tangible assets
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:
Equipment and software
33% straight line
Fixtures and fittings
25% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.7
Fixed asset investments
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.
1.8
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 15 -
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.9
Cash and cash equivalents
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, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.10
Financial instruments
The company 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 company's statement of financial position when the company becomes party to the contractual provisions of the instrument.
Basic financial assets
Basic financial assets, which include debtors, cash and bank balances, are initially measured at transaction price including transaction costs and debtors 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.
Other financial assets
Other financial instruments are subsequently measured at fair value, with any changes recognised in the Statement of Comprehensive Income, with the exception of hedging instruments in a designated hedging relationship.
INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 16 -
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is 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 are settled, or when the company 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.
Classification of financial liabilities
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 company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group 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.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.11
Equity instruments
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.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Accounting policies
(Continued)
- 17 -
Current 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.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Operating lease
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
2
Judgements and key sources of estimation uncertainty
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 Directors believe that there are no areas of judgement or key sources of estimation uncertainty.
3
Turnover
An analysis of the company's turnover is as follows:
2025
2024
£
£
Turnover analysed by class of business
Rendering of services
17,453,006
16,439,598
INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
3
Turnover
(Continued)
- 18 -
2025
2024
£
£
Turnover analysed by geographical market
United Kingdom
16,653,756
15,946,494
Europe
799,250
493,104
17,453,006
16,439,598
Comparatives have been re-presented to reflect a revised geographical analysis of turnover. The reclassification had no impact on total turnover.
4
Operating profit
2025
2024
Operating profit for the year is stated after charging/(crediting):
£
£
Exchange (gains)/losses
(3,271)
788
Fees payable to the Company's auditors for the audit of the Company's financial statements
19,100
18,370
Depreciation of tangible assets
121,326
124,050
Amortisation of intangible assets
45,060
40,953
Impairment of intangible assets
71,457
Operating lease charges
214,946
163,214
5
Directors' remuneration
2025
2024
£
£
Remuneration for qualifying services
1,536,169
1,805,254
Company pension contributions to defined contribution schemes
79,870
74,894
1,616,039
1,880,148
Remuneration disclosed above include the following amounts paid to the highest paid director:
2025
2024
£
£
Remuneration for qualifying services
310,625
468,861
INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 19 -
6
Interest receivable and similar income
2025
2024
£
£
Interest income
Interest on bank deposits
254,262
278,329
Income from fixed asset investments
Income from participating interests - joint ventures
4,251
4,233
258,513
282,562
2025
2024
Investment income includes the following:
£
£
Interest on financial assets not measured at fair value through profit or loss
254,262
278,329
7
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2025
2024
Number
Number
Operational staff
108
111
Management and administration staff
18
18
Total
126
129
2025
2024
£
£
Wages and salaries
10,521,772
10,187,696
Social security costs
1,245,562
1,264,750
Pension costs
2,011,826
1,823,640
13,779,160
13,276,086
8
Taxation on profit
2025
2024
£
£
Current tax
UK corporation tax on profits for the current year
471,131
315,599
Adjustments in respect of prior periods
3,884
2,392
Total current tax
475,015
317,991
INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
8
Taxation on profit
2025
2024
£
£
(Continued)
- 20 -
Deferred tax
Origination and reversal of timing differences
(22,803)
35,781
Adjustment in respect of prior periods
26,796
Total deferred tax
3,993
35,781
Total taxation charge
479,008
353,772
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:
2025
2024
£
£
Profit before taxation
1,780,858
1,373,298
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
445,215
343,325
Tax effect of expenses that are not deductible in determining taxable profit
4,176
9,112
Tax effect of income not taxable in determining taxable profit
(1,063)
(1,058)
Adjustments in respect of prior years
30,680
Effect of change in corporation tax rate
2,393
Taxation charge for the year
479,008
353,772
9
Dividends
2025
2024
2025
2024
Per share
Per share
Total
Total
£
£
£
£
Ordinary Shares
Final paid
7.00
7.00
700,000
700,000
INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 21 -
10
Impairments
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
2025
2024
Notes
£
£
In respect of:
Goodwill
11
71,457
Recognised in:
Administrative expenses
71,457
-
11
Intangible assets
Goodwill
Software
Total
£
£
£
Cost
At 1 January 2025
1,308,000
28,752
1,336,752
Disposals
(680)
(680)
At 31 December 2025
1,308,000
28,072
1,336,072
Amortisation and impairment
At 1 January 2025
1,200,814
5,225
1,206,039
Amortisation charged for the year
35,729
9,331
45,060
Impairment losses
71,457
71,457
At 31 December 2025
1,308,000
14,556
1,322,556
Carrying amount
At 31 December 2025
13,516
13,516
At 31 December 2024
107,186
23,527
130,713
In 2020 the Company purchased management services contracts that will entitle the Company to revenue streams over the next 2 years. The intangible asset has been capitalised at cost and was being amortised over the remaining useful life of 2 years. During the year the services contract was voluntarily terminated, as there was no remaining revenue due the remaining asset has been fully impaired.
INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 22 -
12
Tangible assets
Equipment and software
Fixtures and fittings
Total
£
£
£
Cost
At 1 January 2025
430,118
191,393
621,511
Additions
64,360
7,775
72,135
Disposals
(47,377)
(47,377)
At 31 December 2025
447,101
199,168
646,269
Depreciation
At 1 January 2025
325,344
52,330
377,674
Depreciation charged in the year
73,081
48,245
121,326
Eliminated in respect of disposals
(47,377)
(47,377)
At 31 December 2025
351,048
100,575
451,623
Carrying amount
At 31 December 2025
96,053
98,593
194,646
At 31 December 2024
104,774
139,063
243,837
13
Fixed asset investments
2025
2024
Notes
£
£
Investments in joint ventures
14
4,065
4,065
Movements in fixed asset investments
Shares in joint ventures
£
Cost or valuation
At 1 January 2025 & 31 December 2025
4,065
Carrying amount
At 31 December 2025
4,065
At 31 December 2024
4,065
14
Joint ventures
Details of the company's joint ventures at 31 December 2025 are as follows:
Name of undertaking
Registered office
Interest
% Held
held
Direct
Canopee-IML S.A.S
10 Rue de Milian, 75009, Paris, France
Ordinary
50.00
INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 23 -
15
Debtors
2025
2024
Amounts falling due within one year:
£
£
Trade debtors
630,354
959,985
Other debtors
507,821
31,564
Prepayments and accrued income
737,546
896,065
1,875,721
1,887,614
2025
2024
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 18)
113,923
117,916
Total debtors
1,989,644
2,005,530
16
Creditors: amounts falling due within one year
2025
2024
£
£
Trade creditors
83,040
90,228
Amounts owed to group undertakings
471,131
315,599
Taxation and social security
647,680
1,165,458
Other creditors
1,604
Accruals and deferred income
2,570,540
2,066,572
3,772,391
3,639,461
The amounts owed to group undertakings relate to group tax relief of £471,131 (2024: £315,599). This balance is not interest bearing and is repayable on demand.
17
Creditors: amounts falling due after more than one year
2025
2024
£
£
Accruals and deferred income
367,012
393,101
INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 24 -
18
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Assets
Assets
2025
2024
Balances:
£
£
Accelerated capital allowances
22,170
19,641
Other timing differences
91,753
98,275
113,923
117,916
2025
Movements in the year:
£
Asset at 1 January 2025
(117,916)
Charge to profit or loss
3,993
Asset at 31 December 2025
(113,923)
The net deferred tax asset expected to reverse in 2026 is £Nil (2025: £8,267). This primarily relates to the reversal of timing differences on capital allowances.
19
Retirement benefit schemes
2025
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
2,011,826
1,823,640
20
Called up share capital
2025
2024
2025
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
100,000
100,000
100,000
100,000
There is a single class of ordinary share. There are no restrictions on the distribution of dividends and the repayment of capital.
INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 25 -
21
Related party transactions
The company is wholly owned by BIIF Bidco Limited and has taken advantage of the exemption in section 33 of FRS 102 'Related Party Disclosures', that allows it not to disclose transactions with wholly owned members of a group.
During the year the Company received £6,008k (2024: £6,000k) in respect of management services to the below companies, who are joint venture or associate investments within the BIIF Holdco Limited Group. At the year end £212k (2024: £341k) remained outstanding.
The Education Support Company (Leeds) Limited, Modern Courts (Humberside) Limited, Modern Courts (East Anglia) Limited, Consort Healthcare (Durham) Limited, Key Health Services (Addenbrookes) Limited, Sheppey Route Limited, Hounslow Highways Services Limited, Manchester Schools Services Limited, Road Management Services (Peterborough) Limited, Road Management Services (Gloucester) Limited, Blue Transmission Walney 1 Limited, Blue Transmission Walney 2 Limited, Blue Transmission London Array Limited, Blue Transmission Sheringham Shoal Limited, Schools Capital Limited, Summit Healthcare (Wishaw) Limited, PPP Services (North Ayrshire) Limited, FCC (East Ayrshire) Limited, Stobhill Healthcare Facilities Limited, Emblem Schools Limited, The Edinburgh Schools Partnership Limited, Consort Healthcare (Edinburgh Royal Infirmary) Limited, Glasgow Healthcare Facilities Limited, Stirling Gateway Limited, Sewell Education (York) Limited, Lighting for Staffordshire Limited, Road Management Services (Darrington) Limited.
22
Ultimate controlling party
The immediate parent undertaking is BIIF Bidco Limited. The intermediate parent undertaking is BIIF Holdco Limited, which is the parent undertaking of the smallest and largest group to consolidate these financial statements. Copies of BIIF Holdco Limited consolidated financial statements can be obtained from the Company Secretary at 8th floor, 6 Kean Street, London, WC2B 4AS.
The ultimate parent and controlling party is BIIF L.P . BIIF L.P. is owned by a number of investors with no one investor having individual control.
23
Cash generated from operations
2025
2024
£
£
Profit after taxation
1,301,850
1,019,526
Adjustments for:
Taxation charged
479,008
353,772
Investment income
(258,513)
(282,562)
Amortisation and impairment of intangible assets
116,517
40,953
Depreciation and impairment of tangible assets
121,326
124,050
Foreign exchange gains on cash equivalents
(3,271)
788
Movements in working capital:
Decrease/(increase) in debtors
11,893
(70,432)
Increase/(decrease) in creditors
106,841
(363,840)
Cash generated from operations
1,875,651
822,255
INFRASTRUCTURE MANAGERS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
- 26 -
24
Analysis of changes in net funds
1 January 2025
Cash flows
Exchange rate movements
31 December 2025
£
£
£
£
Cash at bank and in hand
5,336,949
887,694
3,271
6,227,914
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