An eye for growth
Annual report and accounts 2026
3i Infrastructure plc Annual report and accounts 2026
Inside this report
Overview
Performance highlights
An excellent track record
Chair’s statement
At a glance
Review from the Managing Partner
Realisation – TCR
New investment: Lefdal Mine
Datacenter (‘LMD’)
Add-on acquisitions: Joulz
Our investment approach
Our business model
How we create value – TCR case study
Our strategy
Our objectives and KPIs
Our portfolio
Megatrends
Our portfolio
Portfolio review
Financial review
Financial review
Sustainability and Risk
Sustainability
Risk report
Directors’ duties
Governance
Introduction to Governance
Board leadership
Compliance with the AIC code
Board purpose and role
Division of responsibilities
Stakeholder interests and Board
decision making
Composition, succession and
performance review
Audit, Risk and Internal Control
Relationship with Investment Manager
Remuneration
Additional statutory and corporate
governance information
Accounts and other information
Independent auditor’s report to the
members of 3i Infrastructure plc
Statement of comprehensive income
Statement of changes in equity
Balance sheet
Cash flow statement
Reconciliation of net cash flow to
movement in net debt
Significant accounting policies
Notes to the accounts
Investment policy (unaudited)
Portfolio valuation methodology
(unaudited)
Information for shareholders
Glossary
9
20
TCR
10
LMD
12
Joulz
This Annual report and accounts contains Alternative
Performance Measures (‘APMs’), which are financial
measures not defined in International Financial
Reporting Standards (‘IFRS’). These include Total
return on opening net asset value (‘NAV’), NAV per
share, Total income and non-income cash, Investment
value including commitments, Total portfolio return
percen tage, Net debt, Total liquidity and Portfolio
debt to enterprise value.
The definition of each of th ese measures is shown
on page 48. The Total return for the year shown in
the Performance highlights is the total comprehensive
income for the year under IFRS. The Total return on
opening NAV is a Key Performance Indicator (‘KPI’).
The Strategic report on pages 1 to 71 and the
Governance information on pages 73 to 107 for
the year to 31 March 2026 have been drawn up in
accordance with applicable English law and Jersey
law, and the liabilities of the Directors in connection
with this information shall be subject to the
limitations and restrictions provided by such law.
This Annual report and accounts contains statements
about the future outlook for 3i Infrastructure plc
(‘3i Infrastructure’, ‘3iN’ or the ‘Company’). Although
the Directors believe their expectations are based
on reasonable assumptions, any statements about
the future outlook may be influenced by factors
that could cause actual outcomes and results to
be materially different.
The Company is managed by 3i Investments plc
(the ‘Investment Manager’ or ’3i’).
Cover image: TCR
Page 9 & 20
We invest in resilient businesses
that combine strong downside protection
with exciting growth prospects.
Our controlling stakes allow us to
drive value creation strategies.
We have repeatedly sold these stakes
above holding value, delivering superior
returns to shareholders.
An eye for growth.
Performance highlights
We continue to deliver our target NAV return of 8% to 10%.
We have extended our excellent dividend growth track record
and we have strong liquidity.
Total return on opening NAV
8.5%
2025: 10.1%
Read more on KPI s
Page 23
NAV
£3,737m
2025: £ 3,562m
Full year dividend per share
13.45p
2025 : 12.65p ( +6.3% )
See full track record
Page 3
Total return for the year
£295m
2025: £ 333m
NAV per share
405.2p
2025 : 386.2p
See full track record
Page 3
2027 Target dividend per share
14.3p
+6.3%
An excellent track record
Consistently achieving a premium at exit
Total realised assets (since inception) 1
£1.9bn
Acquisition cost
£5.3bn
Realised proceeds
2.8x
Gross realised MOIC
21%
Gross realised IRR
1. Includes TCR estimated proceeds.
Consistent growth in NAV per share
13%
Net annualised return2
6.6%
p.a. annualised growth
2. Annualised growth rate in NAV per share including ordinary and special dividends over the period.
Financial year
The dividend has grown every year
41.4
Special dividend (pence per share)
Ordinary dividends (pence per share)
FY26 dividend proposed (pence per share)
FY27 dividend target (pence per share)
Financial year
Chair’s statement
3i Infrastructure delivered a solid performance
in a year marked by geopolitical and
macroeconomic uncertainty.
I am pleased to report that, for the year
ended 31 March 2026, the Company
generated a total return of 8.5%, in line with
our target of delivering a return of 8% to
10% per annum to shareholders. I am
delighted to report that we have met or
exceeded our return objective in every year
of the decade in which I have had the
privilege of chairing 3i Infrastructure.
We have also increased the dividend per
share every year since the Company’s
inception, reflecting our continued
commitment to providing shareholders with
a progressive income alongside long-term
capital growth.
During the year, the Company agreed the
sale of its largest asset, TCR, for expected
net proceeds of €1,140 million, representing
a c.50% premium to its March 2025 carrying
value, following a competitive process led
by the Investment Manager. This crystallised
exceptional value for shareholders. We also
committed £394 million to new investments,
including the acquisition of a high-quality
Norwegian data centre campus through
a bilateral transaction, alongside three
follow-on investments in existing portfolio
companies - two in Joulz and one in
ESVAGT. The disappointing write-down of
DNS:NET weighed on performance during
the year. The Investment Manager’s review
provides further detail on these transactions
and on developments across the portfolio.
The Company delivered resilient
We are delivering
resilient returns
in a challenging
environment.
Richard Laing
Chair, 3i Infrastructure
performance this year. This was against a
backdrop of continued geopolitical and
macroeconomic uncertainty, which resulted
in its shares continuing to trade at a
discount to NAV throughout the year.
The Board remains confident that the NAV
appropriately reflects the intrinsic value
of the portfolio. The agreed sale of TCR at
a significant premium to its carrying value
supports this assessment, providing strong
third-party validation of the underlying
value and quality of the portfolio.
Chair’s statement continued
Our purpose
Our purpose is to invest
responsibly in infrastructure,
delivering long-term sustainable
returns to shareholders
and having a positive influence
on our portfolio companies
and their stakeholders.
The Company is differentiated within the
listed infrastructure sector, with a diversified
portfolio of businesses aligned to long-term
structural growth trends. We invest across a
broad range of infrastructure themes, backing
businesses that own, develop and actively
manage essential infrastructure assets.
This positioning supports sustained value
creation over time. Drawing on the active
asset management capabilities and
disciplined investment approach of 3i,
our Investment Manager, the portfolio
continues to generate a strong pipeline
of attractive, value-accretive growth
opportunities.
This report highlights the growth delivered
across the portfolio, while further detail
on sustainability progress and performance
is set out in the Sustainability section on
pages 50 to 57.
I would like to thank the Investment
Manager’s team for their commitment
and high-quality execution during the year,
as well as our shareholders and fellow
Directors for their continued support.
Performance
The Company generated a total return
of £295 million in the year ended 31 March
2026, or 8.5% on opening NAV, in line
with our target of 8% to 10% per annum
to be achieved over the medium term.
This is discussed in more detail in the
Review from the Managing Partner
on pages 7 to 8.
The NAV per share increased from
386.2 pence to 405.2 pence. Our share price
has broadly matched the growth in our
NAV, with a Total Shareholder Return
(‘TSR’) of 8.6% in the year, behind that
of the FTSE 250, which returned 12.8%
in the same period. Since the IPO, the
Company’s annualised TSR is 10.8%,
comparing favourably with the broader
market (FTSE 250: 6.3% annualised over
the same period).
Dividend
Following the payment of the interim
dividend of 6.725 pence per share in
January 2026, the Board is recommending
a final dividend for the year of 6.725 pence
per share, meeting our target for the year
of 13.45 pence per share, 6.3% above last
year’s total dividend. We expect the final
dividend to be paid on 10 July 2026.
In the 19 years since the IPO,
the Company has delivered
a total shareholder return of:
10.8%
per annum
Consistent with our progressive dividend
policy, we are announcing a total dividend
target for the year ending 31 March 2027
of 14.3 pence per share, representing
an increase of 6.3% .
Annual General Meeting (‘AGM’)
This year’s AGM is scheduled to be
held on 2 July 2026. Further details
can be found in the Notice of Meeting
and on the Company’s website,
www.3i-infrastructure.com.
Chair succession
Following an extensive search, we were
pleased to announce in April 2026 that
Andrew Sykes will join the Board in July 2026
as a new independent non-executive
director and Chair Designate, succeeding
me as Chair on 1 January 2027. Andrew is
an experienced non-executive director and
chair with very relevant experience in the
investment company and investment
management sectors, including in the listed
infrastructure market. Further detail on the
process to identify my successor is contained
in the Nomination Committee report on
page 90.
Outlook
Following the sale of TCR, the Company’s
largest investment, and the investment in
the Lefdal Mine Datacenter, the portfolio
will be more balanced, with 10 assets each
representing between 4% and 18% of total
value. The portfolio remains well diversified
across sectors and geographies.
The TCR transaction proceeds will enable
the Company to fully repay drawings under
its revolving credit facility (‘RCF’), greatly
improving the Company’s available
liquidity. This provides flexibility to support
value-accretive growth within existing
platform investments and to pursue
a selective pipeline of new opportunities
across our target markets. We remain
committed to disciplined capital allocation
and prudent balance sheet management,
including the potential use of share buy-
backs if appropriate.
We have a differentiated, resilient and
growing portfolio that is well positioned
to navigate periods of market uncertainty
and deliver sustainable long-term returns.
Richard Laing
Chair, 3i Infrastructure plc
11 May 2026
High-quality , diverse and differentiated portfolio.
Portfolio value
Position at the balance sheet date
The position of the portfolio at the balance
sheet date includes TCR and excludes
LMD. The other assets remain unchanged.
£4.3bn
2025: £3.8bn
Read more in Our portfolio
Pages 26 to 29
Portfolio value
Proforma position including commitments
Megatrends*
n
Energy transition
50%
n
Digitalisation
31%
n
Demographic change
9%
n
Renewing essential infrastructure
4%
n
Other critical infrastructure
6%
*
Refer to page 25 for details on megatrends.
£3.6bn
2025: £3.8bn
Review from the Managing Partner
We successfully
realised our largest investment
and reinvested capital
in a promising new company.
Bernardo Sottomayor
Managing Partner and Head of European
Infrastructure, 3i Investments plc
We continue to deliver
exceptional returns
to shareholders from
exits, enhancing our
realisation track record
with the successful
sale of TCR.
This year was particularly active. Alongside
agreeing the sale of TCR at an approximate
50% uplift to the last valuation prior to the
launch of the exit process, 3iN invested
€131 million in three transformative bolt-on
acquisitions acquired at accretive target
returns, described in further detail below. In
addition, we agreed to invest approximately
€300 million to acquire a majority stake in
the Lefdal Mine Datacenter, a high-quality
Norwegian data centre campus.
For the year, the Company delivered a total
return of 8.5% and met its dividend target.
The benefits of portfolio diversification were
evident, with the strong return generated
from the sale of TCR partially offset by softer
performance from SRL and the write-down
of our investment in DNS:NET. The majority
of the remainder of the portfolio performed
resiliently, and we continue to see good
earnings momentum across our investments.
The performance of individual portfolio
companies is discussed in more detail on
pages 32 to 35.
The sale of TCR, agreed in March 2026,
is expected to deliver a gross IRR of 20%
and a gross money multiple of 3.6x when it
completes in the next few months. This is
another strong illustration of our ability to
unlock significant value for shareholders.
Further details on this realisation are set out
on page 9 and in a business model case
study on pages 20 and 21. Proceeds from
this realisation will be used to repay the
drawn balance on the Company’s revolving
credit facility in full and fund the new
investment in LMD.
The write-down of our investment in
DNS:NET followed the material worsening
of lending appetite for the German fibre
roll-out sector. Further details are set out
on page 35.
Active management
Active asset management remains central
to our approach to value creation. We work
closely with the management teams of our
portfolio companies to implement value-
enhancing initiatives, including geographic
and market expansion, targeted bolt-on
acquisitions and optimisation of capital
structures.
During the year, we selectively reinvested
capital into a number of existing portfolio
companies. We invested €107 million into
Joulz to acquire two businesses, increasing
Joulz’s proforma EBITDA by approximately
70%, adding heat capabilities to its energy
solutions offering, and establishing a scaled
presence in two new European countries.
Review from the Managing Partner continued
This accelerates Joulz’s strategy to
expand into attractive adjacent segments
and geographies.
We also completed the acquisition of two
service operation vessels (‘SOVs’) for
ESVAGT from Edda Wind, already operating
under long-term chartering contracts.
The Company invested DKK 173 million to
support this acquisition, which provides a
new route to fleet growth and supports the
business’s transition away from oil and gas
services. These acquisitions increase the
SOV fleet to 12, with a further three vessels
under construction.
In addition, we successfully refinanced three
portfolio companies on attractive terms,
enhancing their flexibility to fund capital
expenditure and support future growth. This
activity reflects both the strong credit quality
of our assets and continued lender
confidence in the portfolio.
We maintain a disciplined approach to
leverage, with average gearing across the
portfolio at a modest 34% of enterprise
value (2025: 35%) and no material
refinancing requirements until 2030.
Competitive landscape
Competition for infrastructure assets remains
robust, supported by sustained global
capital flows into the sector. Over recent
years, significant capital has been raised by
core-plus and value-add infrastructure funds,
attracted by the asset class’s defensive
characteristics, inflation linkage and
structural growth drivers.
This depth of private capital provides a
visible route to exit for the Company’s
investments, as demonstrated by the agreed
sale of TCR to Global Infrastructure Partners,
which closed a $25.2 billion fund in June
2025.
Tighter financing conditions have introduced
greater pricing discipline across the market.
Transaction processes are more selective,
with increased emphasis on quality,
resilience and operational value creation.
In parallel, the UK listed infrastructure sector
has experienced sustained share price
discounts to NAV, driving consolidation and
corporate activity. This has reinforced the
importance of active capital allocation,
portfolio quality and realisation track record
in validating NAVs and crystallising value.
Against this backdrop, 3iN benefits from
many structural advantages, including its
long-term capital base, scale and flexibility
across the capital structure, as well as its
ability to invest in both platform assets and
bolt-on acquisitions. As a large, established
vehicle with a long-term investment horizon,
the Company is well positioned to remain
the leading UK listed infrastructure trust and
provide strong market liquidity to
shareholders, supporting broader investor
participation. Combined with a disciplined
investment approach and active asset
management, this positions the Company to
compete effectively for new investments
while continuing to deliver value through
selective realisations and capital recycling.
Sustainability
Our dedicated 3i Infrastructure Sustainability
team (‘the Sustainability team’) continues to
play a strategic role in supporting portfolio
companies on their sustainability journey
and in their management of sustainability
factors (see pages 50 to 57). Through regular
engagement with portfolio company
management teams on key sustainability
topics, and monitoring progress through our
annual sustainability survey, we actively
encourage the integration of sustainability
considerations into operational and
governance practices across the portfolio.
During the year, we focused on improving
the quality and coverage of portfolio
companies’ emissions data, with particular
emphasis on Scope 3 greenhouse gas
(‘GHG’) emissions estimates. We also
continued to support the development and
refinement of decarbonisation plans and
emissions reduction targets across the
portfolio.
Outlook
Looking ahead, we intend to further diversify
the portfolio through the disciplined
reinvestment of the remaining proceeds
from the sale of TCR in accretive
investments. We will continue to support our
portfolio companies where attractive growth
opportunities arise, while maintaining a
rigorous approach to capital allocation. Our
priorities remain clear: preserving balance
sheet strength, funding value-accretive
growth and delivering a sustainable and
progressive dividend to shareholders.
Although macroeconomic conditions remain
uncertain, the largely contracted nature
of our portfolio provides strong cash flow
visibility. The portfolio has been deliberately
constructed around high-quality
infrastructure businesses supported by
long-term structural growth drivers. These
characteristics position the Company to
generate attractive returns across a range
of economic environments.
Our current assessment of the impact of the
conflict in the Middle East, described further
on page 63, is that the portfolio will remain
resilient. This resilience has been
demonstrated through recent periods of
elevated inflation, energy price volatility,
rising interest rates, geopolitical uncertainty
as well as during the Covid-19 pandemic.
Our strategy continues to focus on
delivering sustainable long-term returns
through consistent earnings growth and
disciplined investment, predominantly
funded by portfolio cash generation.
Combined with the inherent scarcity value
of high-quality infrastructure assets, this
underpins our confidence in the portfolio’s
ability to continue creating long-term
shareholder value.
Bernardo Sottomayor
Managing Partner and Head of European
Infrastructure, 3i Investments plc
11 May 2026
Realisation
TCR
Realising
exceptional
value
c.50%
Uplift on realisation
€1.1bn
Expected realised proceeds
20%
Gross realised IRR
3.6x
Gross realised MOIC
On 5 March 2026, we announced the
agreed sale of our 71% stake in TCR, the
largest independent lessor of airport
ground support equipment (‘GSE’). The
preparation and execution of the sale
process took place over the course of FY26.
The transaction is expected to generate net
proceeds of approximately €1,140 million,
representing an uplift of around 50% to the
last valuation prior to the start of the exit
process. Completion remains subject to
customary regulatory approvals and is
anticipated in Q3 2026.
The TCR investment is described in more
detail in the case study on pages 20 and 21
Extending our successful track record
This transaction builds on our track record
of successful realisations, following the sales
of Valorem in FY25 and Attero in FY24,
demonstrating our ability to consistently
crystallise value for shareholders.
3.5x
Combined MOIC
21%
Combined IRR
+76%
TCR, Valorem,
Attero combined
FY23 fair value
TCR, Valorem, Attero
total expected
proceeds since FY23
New
investment:
Lefdal Mine
Datacenter
IN FOCUS:
LMD
The digitalisation megatrend is driving demand
for data storage and processing, fuelled by
cloud adoption, artificial intelligence (‘AI’) and
high‑performance computing. As workloads become
more intensive, access to reliable power, efficient
cooling and infrastructure is increasingly critical.
LMD is a unique, scalable,
energy-efficient data centre
platform in a high-growth
market.
Lefdal Mine Datacenter is a large-scale,
underground data centre campus located
on the west coast of Norway, developed
within a repurposed mine. The facility
provides critical infrastructure including
power, cooling and connectivity, enabling
customers to operate high-performance
computing workloads. It benefits from
access to low-cost hydroelectric power
and a unique fjord-based cooling system,
delivering industry-leading energy efficiency.
€301m
Expected equity investment
The site is fully contracted at its current
capacity, with a weighted average
remaining contract life of approximately
11 years, and offers significant potential for
expansion, positioning it as a distinctive
and scalable platform within the Nordic
data centre market. Customers are primarily
financial institutions and large corporations
with proven and profitable business models.
The investment provides exposure
to a rapidly growing segment of digital
infrastructure, supported by increasing
demand for high-density computing and
favourable Nordic market dynamics. LMD
is well-positioned due to its structural cost
advantage, driven by access to low-cost
renewable power and highly efficient
cooling, making it particularly attractive for
compute-intensive applications. The asset
This transaction
demonstrates 3i’s ability
to source highly-attractive
assets off market in
a sector with significant
investor interest.
Oscar Tylegard
Partner, 3i Investments plc
also offers significant growth potential, with
considerable additional capacity available
within the existing site and a modular
design that enables phased expansion
over time.
LMD exhibits strong infrastructure
characteristics aligned with our investment
strategy, including long-term, availability-
based contracts with inflation linkage and
high customer switching costs, supported
by customers’ significant investment in
hardware and bespoke infrastructure. These
features underpin a high level of revenue
visibility and resilience.
The business benefits from a contracted
and largely pass-through cost model,
limiting exposure to power price volatility,
while its role as critical enabling
infrastructure for customers’ core operations
further enhances demand stability.
In addition, the asset has limited direct
exposure to technology risk, as customers
retain ownership of computing hardware,
supporting long-term sustainability of the
business model.
The asset was acquired through a bilateral
transaction outside a competitive auction
process, enabling entry at an attractive
valuation, accretive to 3iN’s return
objectives.
Add-on
acquisitions:
Joulz
IN FOCUS:
JOULZ
The energy transition is accelerating, driven
by electrification, decarbonisation targets
and pressure on energy infrastructure.
Commercial and industrial customers are
facing growing complexity in managing their
energy needs, as grid constraints intensify
across Europe and systems become
more decentralised.
The energy transition is
creating strong demand for
integrated, behind-the-meter
energy solutions that deliver
reliability, flexibility and long-
term cost efficiency, with
businesses increasingly
outsourcing the design and
management of their energy
infrastructure to specialist
providers.
Joulz is well positioned to benefit from
these structural trends. The company is
a leading owner and provider of essential
energy infrastructure equipment and
services in the Netherlands, serving
approximately 18,500 industrial, commercial
and public sector customers. Its full-service
offering spans the design, installation,
operation, maintenance, and financing
of energy infrastructure, supported by
long-term contracted revenues.
3iN acquired Joulz in 2019, carving the
business out from a regulated utility owned
by Dutch municipalities. We recruited
a high-calibre senior management team
and invested in the business for growth,
increasing staff numbers by more than 50%.
We also refinanced the business with
extended debt maturities and introduced
a capex facility to support further growth.
To date, we have deployed over
€100 million into growth capex which has
supported Joulz to build its asset base
and develop new offerings. Joulz has grown
from offering metering and mid-voltage
infrastructure, to providing battery storage
systems, solar installations and EV charging
stations, as well as delivering integrated
solutions such as Virtual Grids to address
energy transition challenges.
70%
EBITDA growth following
recent acquisitions
€100m+
Growth capex
deployed to date
In 2026, Joulz completed the bolt-on
acquisitions of Centrica Business Solutions’
Italian and Dutch divisions and Engie’s
Belgian Commercial and Industrial solar
rooftop business, adding heat capabilities
and establishing scale platforms in Italy
and Belgium.
Together, the acquisitions increase Joulz’s
proforma EBITDA by 70%, strengthening its
exposure to attractive markets characterised
by high energy prices, grid constraints and
supportive regulation. Integration is
underway, positioning Joulz as a leading
European behind-the-meter energy
infrastructure platform with strong long-term
growth potential.
Joulz is scaling to
meet rising demand
for integrated
energy solutions.
Aaron Church
Partner, 3i Investments plc
Our investment approach
What we do
Unique offering for shareholders
The Company remains unique, providing
public market investors with access to private
infrastructure businesses across a variety
of megatrends, sectors and geographies.
These private businesses provide essential
infrastructure services with good downside
protection and exposure to growth trends.
Characteristics commonly found in our portfolio companies
We look to build and maintain a diversified portfolio of assets, across a range of
geographies and sectors, while adhering to a set of core investment characteristics
and risk factors.
The Investment Manager has a rigorous process for identifying, screening and
selecting investments to pursue. We look for businesses that combine a base
of strong cash flow resilience (for example, contracted revenues) with long-term
underlying market growth fundamentals, potential operational improvements and
M&A opportunities, which allows us to deliver above target returns. Although
investments may be made into a range of sectors, the Investment Manager typically
focuses on identifying investments that meet most or all of the following criteria
and are aligned with identified megatrends:
Asset-intensive business
Owning or having exclusive access
under long-term contracts to assets
that are essential to deliver the service
Good visibility of future cash flows
Long-term contracts or sustainable demand
that allow us to forecast future performance
with a reasonable degree of confidence
Asset bases that are
hard to replicate
Assets that require time and
significant capital or technical
expertise to develop, with low risk
of technological disruption
An acceptable element
of demand or market risk
Businesses that have downside protection,
but the opportunity for outperformance
Provide essential services
Services that are an integral part
of a customer’s business or operating
requirements, or are essential to
everyday life
Opportunities for further growth
Opportunities to grow or to develop
the business into new markets, either
organically or through targeted M&A
Established market position
Businesses that have a long-standing
position, reputation and relationship
with their customers – leading to high
renewal and retention rates
Sustainability
Businesses that meet or are committed to
meeting the criteria set out in 3i’s Responsible
Investment (‘RI’) policy and will work with us
to enhance their sustainability maturity using
our sustainability pathway (see pages 56
and 57 for more information)
Investment discipline
We are a selective and disciplined investor
and, where possible, seek opportunities to
transact off-market, only participating in
competitive processes where we believe
we have a distinct advantage.
Investment focus
Competition for new investments primarily comes from private infrastructure funds.
Most other UK-listed infrastructure funds typically target smaller investments in finite-
life contracted assets like operational and greenfield Public Private Partnership (‘PPP’)
projects or operational renewable portfolios, which are outside our investment focus.
Infrastructure market segmentation
Our business model
Enablers
How we create value
Value created
Financial outcomes for shareholders
8.5%
Total return
on o pening N AV
12%
Net annualised return
(since inception in 2007)
18%
Asset IRR
(since inception in 2007)
13.45p
Ordinary
dividend per share
6%
Annualised growth
in ordinary dividends 
(since inception in 2007)
Outcomes for portfolio companies
£419m
Total growth capex
invested across the
portfolio in the year
20%
TCR exit delivered
a 20% gross IRR
return over the lifetime
of the investment
Investment
Manager’s team
3i Group’s network
Controlling stakes
Reputation
and brand
Robust policies
and procedures
Efficient
balance sheet
1
Buy well
5
Realise
and recycle
2
Enhance
Active asset
management
4
Prepare
for exit
3
Accretive
growth capex
Read more
Page 16
Read more
Pages 17 to 19
Our business model continued
What enables us to create value
Investment Manager’s team
The Company is managed by an
experienced and well-resourced team.
The European infrastructure team
was established by 3i Group in 2005
and now comprises approximately
45 people, including over 25
investment professionals.
This is one of the largest and most
experienced groups of infrastructure
investment professionals in Europe,
supported by dedicated finance, tax,
legal, operations, sustainability and
strategy teams.
3i Group’s network
3i Group has a network of offices,
advisers and business relationships
across Europe. The Investment
Manager leverages this network to
identify, access and assess
opportunities to invest in businesses,
on a bilateral basis where possible,
and to position the Company
favourably in auction processes.
Controlling stakes
The Investment Manager seeks to acquire
controlling stakes in the businesses in
which we invest. This enables active asset
management and value creation through
control of portfolio company boards,
appointment and incentivisation of
excellent management teams, setting
strategic direction, capital allocation,
operational oversight and discretion over
timing and manner of exits.
94%
Controlling stakes
by portfolio value
Reputation and brand
The Investment Manager and the
Company have established a strong
reputation as responsible investors
through a consistent focus on sustainable
portfolio management, high standards
of conduct and long-term value creation.
This reputation is underpinned by a
commitment to responsible investment
principles and rigorous ethical standards.
These outcomes are supported by robust
governance frameworks at the Investment
Manager, the Company and within
investee companies, enabling effective
oversight, informed decision making and
accountability, while promoting a culture
of integrity across the portfolio.
As a result, the
Company has earned
the trust of shareholders,
investors and investee
companies, and
strengthened its ability
to attract, develop and retain employees
who share these values.
The Board is committed to maintaining
this reputation through transparent, high-
quality corporate reporting, including clear
disclosure of progress in embedding
sustainability across the Company’s
operations and portfolio. It also places
importance on open and constructive
stakeholder engagement, supported
by clear, balanced communication and
open dialogue.
Robust policies and procedures
Established investment and asset
management processes are supported
by the Investment Manager’s
comprehensive set of best practice
policies, including governance, conduct,
cyber security and anti-bribery.
Efficient balance sheet
The Company’s flexible funding model
seeks to maintain an efficient balance
sheet with sufficient liquidity to make
new investments or support portfolio
companies.
Since FY15 the Company has raised
equity three times and returned capital
to shareholders twice following successful
realisations. Net equity issuance over
that period was only £135 million.
Revolving credit facility
£1.2bn
Committed
Our business model continued
How we create value
Active asset management
We maintain a significant focus
on active asset management and
investment stewardship.
We identify high-calibre portfolio
company management teams and
look to implement a clear business
strategy.
We help identify accretive growth
opportunities with the portfolio
companies, and actively support
them to deliver those opportunities,
including executing add-on M&A and
putting in place adequate capital
structures and capex facilities to fund
the associated investments.
Optimising strategy
We actively seek to enhance the
infrastructure characteristics of the
businesses we acquire. Where possible,
we prioritise capital expenditure towards
contracted, revenue-generating assets,
rather than speculative development,
improving the infrastructure
characteristics of the business to attract
competitive financing, adding elements
of service that create customer stickiness,
and often implementing operational
efficiency initiatives to optimise EBITDA
margins. Together, these actions are
designed to maximise long-term value
and exit potential.
We typically deliver this through
ownership control, ensuring appropriate
Board representation and composition,
active involvement in key strategic and
operational workstreams, and strong
alignment of management teams through
effective incentive structures.
ESVAGT is expanding its service
operation vessel fleet through
a combination of newbuilds
and selective acquisitions to serve
the growing global offshore
wind industry.
Infinis continues to grow
its solar and battery pipeline
to strengthen its position as a
low-carbon electricity generation
and development platform.
Our business model continued
How we create value continued
Strengthen management teams
We work in close partnership with
portfolio company management teams
to develop and execute strategies that
drive sustainable, long-term value
creation.
This approach typically includes
defining and implementing long-term
business plans that support targeted
investment in the asset base,
enhancing operational performance
through efficiency and optimisation
initiatives, and strengthening
commercial capabilities to support
growth.
A key element of this model is the
strengthening and enhancement of
management teams. We work closely
with leadership to ensure the right skills
and capabilities are in place. We often
appoint an experienced non-executive
chair to the portfolio company board
early in our ownership to provide
strategic guidance and governance
oversight.
Through this hands-on approach, we
seek to build stronger, more resilient
businesses that are well positioned to
grow and deliver value over time.
Dedicated Sustainability team
The dedicated Sustainability team within
the Investment Manager ensures that the
Company’s approach to sustainability is
appropriate for the portfolio and supports
meaningful progress at portfolio company
level. This dedicated resource enhances
our ability to identify, monitor and realise
value creation opportunities linked to
sustainability, while proactively managing
sustainability-related risks.
The team works closely with each portfolio
company to support the development of
its own sustainability capabilities and to
advance their maturity along defined
sustainability pathways, as outlined on
pages 56 to 57. It also leads the
Company’s Sustainability reporting and
conducts an annual Sustainability review
across the portfolio.
The Investment Manager is committed
to managing the portfolio with regard to
3i’s RI policy, which encompasses a broad
range of sustainability considerations.
We monitor adherence to, and progress
towards meeting, 3i’s expectations on
a regular basis.
Further detail on sustainability initiatives
and performance can be found in the
Sustainability section on pages 50 to 57
and in the Risk report on pages 58 to 70.
Our strategic sustainability focus areas
Carbon
and climate
Strategy and
leadership
Health & safety
and people
Read more 
Pages 52 and 53
Our business model continued
How we create value continued
Growing our platform businesses
The Company invests in scalable
infrastructure platforms with strong market
positions, resilient cash flows and
exposure to structural growth trends such
as the energy transition, digitalisation
and demographic change, positioning
its portfolio companies to benefit from
increasing demand for renewable energy,
digital connectivity and outsourced
infrastructure solutions.
Working closely with management teams,
the Investment Manager supports the
delivery of long-term business plans,
including organic growth initiatives,
operational improvements and targeted
capital expenditure. This typically involves
investing in additional capacity, enhancing
service offerings and improving efficiency
to strengthen competitive positioning and
increase earnings.
The Company also pursues growth through
selective bolt-on acquisitions, which enable
platform businesses to expand their
geographic reach, broaden their
capabilities and benefit from operational
synergies. These acquisitions are typically
sourced through established sector
networks and executed in a disciplined
manner to ensure they are value-accretive.
The Company aims to build larger, higher-
quality businesses over time, enhancing
both income generation and capital value
for shareholders.
This year, the Company delivered further
progress against this strategy. A number
of bolt-on acquisitions were completed at
Joulz and ESVAGT, in both cases adding
immediate incremental earnings to the
portfolio. Future Biogas also expanded its
asset base through acquisition, Infinis
continued to advance its solar and battery
pipeline, and FLAG acquired new cable
systems, enhancing route resilience and
expanding connectivity across key growth
corridors. These are discussed further in the
Portfolio review section on pages 32 to 35.
Further examples of our active asset
management in practice can be
found on our website,
www.3i-infrastructure.com.
Future Biogas acquired a
new AD plant during the year
and has consented planning
on four new sites, advancing
its ambition to be the leading
UK crop-based AD platform.
Joulz completed the acquisition
of two businesses, accelerating
its strategy to expand into
other attractive geographies
and adjacent segments.
Our business model continued
How we create value – TCR case study
1
Buy well
We first invested in TCR in 2016, with a
follow-on investment in 2022, with 3iN
committing a total of €369 million to build
a leading global platform in GSE leasing.
Today, TCR is the world’s largest
independent GSE lessor, with the biggest
fleet in Europe and a hard-to-replicate
network of on-airport maintenance
workshops, creating significant barriers
to entry.
€369m
Investment cost
TCR operates in a resilient, mission-critical
segment of the aviation value chain. GSE
is essential to every aircraft turnaround,
with demand driven by aircraft movements
rather than passenger volumes, making
revenues more defensive than most
aviation-exposed businesses. The market
also benefits from strong structural
tailwinds, including rising air traffic,
increasing outsourcing by airlines and
ground handlers, and the transition from
diesel to electric GSE (‘eGSE’), which is
further accelerating adoption of leasing.
TCR’s full-service leasing model, delivered
under medium-term contracts with high
renewal rates, enables customers to
outsource both equipment and
maintenance. This provides a compelling
value proposition through reduced
operational complexity, improved reliability,
lower total cost of ownership and off-
balance sheet financing.
From the outset, we identified TCR as
a high-quality business with strong
infrastructure characteristics and significant
untapped potential. Leveraging our
long-term investment approach and
strong relationships we developed with
management, the seller, our co-investor
DWS and supported by 3i’s local
Private Equity team, we secured the
investment at an attractive entry multiple
of 11.2x EV/LTM EBITDA, with a clear
plan to scale the business into a global
infrastructure platform.
2
Enhance
Following acquisition, we worked closely
with management to strengthen TCR’s
resilience, scalability and infrastructure
characteristics, repositioning it from a
mid-cap private equity asset into a leading
global infrastructure platform. Our focus
was on de-risking the business model,
strengthening the commercial strategy,
improving operational efficiency and
broadening access to capital, while
supporting international expansion and
selective M&A.
A key priority was enhancing contract
structures and pricing discipline. TCR’s
contracts are typically availability-based,
with inflation linkage, automatic renewals
and early termination protections,
providing visible and predictable earnings.
We developed a more sophisticated
underwriting approach, including a unit
economics tool to track returns across the
fleet lifecycle.
We strengthened the credit profile by
diversifying the customer base and
extending contract durations, supporting
improved financing terms by attracting a
long-term investment grade debt package.
Operationally, we enhanced the
management team and key functions,
while making significant progress on
sustainability. This included a material
reduction in safety incidents and
accelerating the transition to eGSE,
with 41% of the fleet electrified by 2025,
positioning TCR as a leader in lower-
emission airport operations. See page 55
for further information on how we
embedded sustainability at TCR.
We transformed TCR
into a resilient, scalable,
global infrastructure
platform through active
management.
Celine Maronne
Director, 3i Investments plc
Our business model continued
How we create value – TCR case study continued
3
Accretive
growth capex
Disciplined capital deployment
underpinned value creation. We supported
€891 million of investment in GSE and M&A,
with assets typically backed by contracts
rather than speculative growth, ensuring
strong return visibility.
The fleet grew by 78% to 41,000 assets by
June 2025, the latest financial year end, with
gross book value exceeding €1.0 billion.
TCR expanded into new product categories
and pioneered pooling models, improving
utilisation and reducing airport congestion
and emissions. Decarbonisation initiatives,
including electrification and charging
solutions, created new growth avenues.
International expansion was significant,
with airport presence increasing from 100
to 237 globally, supported by six bolt-on
acquisitions.
By FY25, TCR had become a scaled global
platform, with a fleet around eight times
larger than its nearest competitor.
6
Bolt-on acquisitions
100 to 237
Airport presence expansion
4
Prepare
for exit
As TCR matured, our focus shifted
to positioning the business as an attractive
investment for large-cap infrastructure
investors. By this stage, TCR had
demonstrated the resilience of its
model through the Covid-19 pandemic
and built a strong track record of
contracted growth, high asset retention
and strong cash generation.
The investment case was clear and
compelling: a market-leading provider
of mission-critical airport services,
underpinned by infrastructure-like
contracts, high barriers to entry and
visible long-term growth.
This future growth included further leasing
penetration, international expansion and
increasing demand driven by airport
decarbonisation and the transition to eGSE.
In addition, there was significant scope to
unlock operating leverage as newer
geographies, particularly in North America
and Asia-Pacific, continue to scale.
This successful
realisation highlights
the strength of our
investment strategy.
Bernardo Sottomayor
Managing Partner and Head of European
Infrastructure, 3i Investments plc
5
Realise
and recycle
The exit attracted strong interest from
global large-cap infrastructure investors,
reflecting the quality of the platform and
the success of its repositioning. Following
a competitive process, we agreed the sale
of our stake, alongside our co-investors,
also managed by 3i, to Global Infrastructure
Partners, delivering significant proceeds
and a material uplift to carrying value.
This transaction marks the successful
repositioning of TCR from a European
private equity asset into a large-cap
infrastructure platform. Proceeds are being
recycled into new opportunities, including
the LMD campus and bolt-ons across the
existing portfolio, and repaying drawings on
the Company’s RCF.
Our strategy
Our strategy is
to maintain a
balanced portfolio
of infrastructure
investments delivering
an attractive mix of
income yield and
capital appreciation
for shareholders.
Strategic priorities
Maintaining a
balanced portfolio
Delivering an attractive mix of income
yield and capital growth for shareholders.
Investing in a diversified portfolio
in developed markets, with a focus
on the UK and Europe.
FY27 future focus
Maintain diversification of the
portfolio by increasing the number
of portfolio companies.
Maintaining an
efficient balance sheet
Minimising return dilution to
shareholders from holding excessive
cash, while retaining a good level
of liquidity for future investment.
FY27 future focus
£201m
Proforma cash balance of £201 million
following the sale of TCR and
investment in LMD.
Disciplined approach
to new investment
Focusing selectively on investments
that are value-enhancing to the
Company’s portfolio and with returns
consistent with our objectives.
FY27 future focus
c.€301m
Complete the agreed c.€301 million
investment in LMD.
We will remain disciplined investors.
Sustainability a key driver
of performance
Ensuring that our investment decisions
and asset management approach
consider both the sustainability risks
and opportunities presented.
FY27 future focus
100%
We expect all portfolio companies
to have a Sustainability strategy
in place.
Managing the
portfolio intensively
Driving value from our portfolio through
our active asset management approach.
Delivering growth through investment
in platforms with growth potential.
FY27 future focus
£116m
Invested in add-on acquisitions.
Integration of these in Joulz and
ESVAGT is a key priority for FY27.
Our five priorities
work together
to deliver on our
objectives and KPIs
Our objectives and KPIs
Our objectives
are to provide
shareholders with:
a total return of 8%
to 10% per annum,
to be achieved over
the medium term
a progressive annual
dividend per share
Our KPIs
Total return (% on opening NAV)
Target1
8% to 10%
2026
2025
2024
2023
2022
1Target
To provide shareholders with a total return of 8% to
10% per annum, to be achieved over the medium term.
Met or exceeded target for 2026
and every prior year shown
Annual distribution (pence per share)
2027 Target2
2026
2025
2024
2023
2022
2Target
Progressive annual dividend per share policy.
FY 27 dividend target of 14.30 pence per share.
Dividend per share increased
every year since IPO
Rationale and definition
• Total return is how we measure the overall financial
performance of the Company
• Total return comprises the investment return from
the portfolio and income from any cash balances,
net of management and performance fees and
operating and finance costs. It also includes foreign
exchange movement and movement in the fair
value of derivatives and taxes
• Total return, measured as a percentage, is
calculated against the opening NAV, net of the
final dividend for the previous year, and adjusted
(on a time-weighted average basis) to take into
account any equity issued and capital returned
in the year
Rationale and definition
• This measure reflects the dividends distributed
to shareholders each year
• The Company’s business model is to
generate returns from portfolio income and capital
returns (through value growth and realised capital
profits). Income, other portfolio company cash
distributions and realised capital profits
generated are used to meet the operating costs of
the Company and to make distributions to
shareholders
• The dividend is measured on a pence per share
basis, and is targeted to be progressive
Performance over the year
• Total return of £295 million in the year, or 8.5%  
on opening NAV
• A key driver of the total return was generated
from the sale of TCR
• The portfolio showed good resilience overall
with strong performance in particular from
Oystercatcher, Future Biogas, Tampnet,
and FLAG
• The performance of SRL and write-down of
DNS:NET detracted from the portfolio return
• The hedging programme continues to reduce
the volatility in NAV from exchange rate
movements
• Costs were managed in line with expectations
Performance over the year
• Proposed total dividend of 13.45 pence per
share, or £124 million, is in line with the target
set at the beginning of the year
• Income generated from the portfolio and cash
deposits, including non-income cash
distributions and other income from portfolio
companies, totalled £208 million for the year
• Operating costs and finance costs totalled
£75 million in the year
• Total income and non-income cash less
operating and finance costs totalled £133 million
and therefore the dividend was fully covered
for the year with a surplus of £9 million
• Setting a total dividend target for
FY27of 14.30 pence per share, 6.3% higher
than for FY26
3i Infrastructure plc Annual report and accounts 2026
24
Our portfolio
An overview of our
investments
Future Biogas
Page 27
Megatrends
A portfolio shaped by long-term megatrends
 
Megatrends significantly influence our
world, affecting decision making and
changing the demands placed on our
economy and services. Identifying the
potential for growth across businesses,
sectors and countries serves as a key
driver in our investment decision making
and asset management processes.
We seek to diversify the Company’s
portfolio across a range of megatrends
that will provide a supportive environment
for long-term sustainable returns to
shareholders across the economic cycle.
We also continually assess underlying
risk factors, both when considering new
investment opportunities and in managing
the existing portfolio and its exposure to
certain risks, such as commodity prices
and foreseeable technological disruptions.
Some of these megatrends are mutually
supportive, such as the need for new
power generation and fibre connectivity
for AI data centres.
Examples of the megatrends which support
our current portfolio are described in the
table opposite.
The portfolio presented in this section
comprises the current portfolio and the
commitments to sell TCR and acquire LMD.
Megatrend
Investment theme
Our portfolio
Energy transition
Renewable energy generation
Electrification / energy transition
Digitalisation
Automation and digital operations
and demand for compute
Increasing connectivity
and demand for bandwidth
Demographic
change
Demand for healthcare
Renewing essential
infrastructure
Upgrading utility networks
and urbanisation
Our portfolio
A high-quality, diverse
and differentiated
portfolio, shaped by
long-term infrastructure
growth trends.
Energy transition
ESVAGT is the pioneer and market leader in the
provision of purpose-built, high-performance
maintenance vessels (‘SOVs’) to offshore wind farms,
with 12 SOVs in operation and a further three
under construction. These vessels transport maintenance
technicians to wind turbines and other offshore wind
equipment, under long-term contracts. ESVAGT is also
a leading provider of emergency rescue and response
vessels (‘ERRVs’) to the offshore energy sector in the
North Sea and Barents Sea.
Our portfolio continued
 
Energy transition
Infinis is the largest generator of baseload low-carbon
electricity from captured methane in the UK and is
rapidly transforming through an active solar and battery
development pipeline. Its portfolio of over 135 sites
has a total installed capacity exceeding 500MW across
renewables, captured methane and low-carbon
flexible generation.
Joulz provides essential energy infrastructure equipment
and services to commercial and industrial customers in the
Netherlands, Belgium and Italy. Since acquisition, Joulz has
expanded into EV charging, solar power, battery storage
and heat. It delivers integrated solutions that support the
energy transition by helping customers decarbonise their
operations and adopt more sustainable energy practices.
Future Biogas is one of the largest anaerobic digestion
(‘AD’) plant developers and operators in the UK.
It converts feedstocks into renewable energy, either
for generating electricity or upgrading biogas to
biomethane for injection into the national gas network.
Annually, Future Biogas produces approximately
680GWh of biogas across 11 sites.
Our portfolio continued
 
Digitalisation
FLAG owns and operates one of the world’s most
comprehensive private subsea fibre‑optic networks,
serving major data corridors between Europe, the Middle
East and Asia. The business is well positioned to support
the rapidly increasing demand for international data
transmission, underpinned by long‑lived infrastructure
assets and strong route relevance.
Tampnet owns and operates the world’s largest
offshore, high-capacity communication network, which
is located in the North Sea and the Gulf of Mexico.
It provides customers with mission-critical reliable
communications, including high-speed, low-latency
and resilient data connectivity offshore through an
established and comprehensive network of fibre-optic
cables, 4G and 5G base stations and microwave links.
Lefdal Mine Datacenter is a large scale underground data
centre campus on Norway’s west coast. Developed within
a former mine, the facility benefits from access to low-cost
hydroelectric power and a unique fjord-based cooling
system, delivering industry-leading energy efficiency.
LMD provides secure, dedicated capacity to customers
for high performance and data intensive workloads.
This is supported by long-term, availability-based
contracts and significant expansion potential within
its existing infrastructure.
Our portfolio continued
 
Demographic change
Ionisos is the third-largest cold sterilisation provider in
Europe, operating a network of 10 facilities. The
business provides essential sterilisation services to the
medical and pharmaceutical industries, serving a highly
diversified customer base of around 1,000 clients. Cold
sterilisation is essential for pharmaceutical and medical
device products that would be damaged by the heat
or humidity of traditional sterilisation methods.
Renewing essential infrastructure
SRL is the largest temporary traffic equipment rental
company in the UK. Its market-leading reputation is
underpinned by a nationwide network of depots, offering
24/7, year-round services for rapid deployment and
reactive maintenance. SRL’s product portfolio includes
traffic lights and pedestrian signals, variable message signs
and CCTV, alongside integrated solutions such as Urban64
and an innovative monitored solution, REMOS.
Other critical infrastructure
Oystercatcher is the holding company through which
the Company holds a 45% interest in Advario Singapore
Limited (‘ADS’). Located on Jurong Island, the facility
has a storage capacity exceeding 1.3 million cubic
metres and specialises in storing and blending refined
clean petroleum products for a range of blue-chip
customers. Its strategic position offers seamless
access via pipelines, seagoing vessels and barges,
enhancing connectivity within the Jurong Island
petrochemicals complex.
Portfolio review
 
We have a high-
quality, resilient
portfolio of
infrastructure
businesses, well
positioned to
deliver sustainable
long-term returns.
The Company’s portfolio was valued at
£ 4,285 million at 31 March 2026 (2025:
£3,790 million) and delivered a total
portfolio return in the year of £ 374 million,
including income and allocated foreign
exchange hedging ( 2025: £ 432 million). This
total portfolio return is the main contributor
to the Company’s total return for the year of
£295 million (2025: £333 million). The
composition of the total return is described
in more detail in the Financial review on
page 42.
Table 1 summarises the valuations and
movements in the portfolio, as well as the
return for each investment, for the year.
Adjusted for the agreed commitments to
sell TCR and acquire LMD, the portfolio
value would be £3,594 million. The portfolio
presented in this section comprises the
current portfolio. The investment in LMD
will complete in FY27.
Table 1: Portfolio summary ( 31 March 2026 , £m)
Portfolio assets
Directors’
valuation
31 March
2025
Investment
in the year
Divestment
in the year
Accrued
income
movement
Value
movement
Foreign
exchange
translation
Directors’
valuation
31 March
2026
Allocated
foreign
exchange
hedging1
Underlying
portfolio
income in
the year
Portfolio
total
return
in the
year2
TCR
639
193
–
–
300
11
969
(8)
19
322
ESVAGT
584
783,4
–
2
(42)
15
637
(9)
60
24
Infinis
480
–
–
18
34
–
532
–
18
52
Joulz
334
1013,4
(6)5
1
27
15
472
(7)
9
44
Tampnet
379
63
–
1
40
8
434
(6)
14
56
FLAG
382
333
–
(9)
16
(9)
413
5
35
47
Ionisos
303
123,4
–
3
1
12
331
(6)
11
18
Oystercatcher
179
–
–
–
32
3
214
–
6
41
SRL
193
243
–
–
(72)
–
145
–
25
(47)
Future Biogas
122
43
–
1
11
–
138
–
5
16
DNS:NET
195
–
–
16
(220)
9
–
(4)
16
(199)
Total portfolio
reported in the
Financial statements
3,790
277
(6)
33
127
64
4,285
(35)
218
374
1. Allocated foreign exchange hedging comprises fair value movements on derivatives and foreign exchange on Euro borrowings.
2. This comprises the aggregate of value movement, foreign exchange translation, allocated foreign exchange hedging and underlying
portfolio income in the year.
3. Capitalised interest totalling £161 million across the portfolio.
4. These amounts include follow-on investments in Joulz (£94 million), ESVAGT (£20 million) and Ionisos (£2 million).
5. Shareholder loan repayment (non-income cash).
Portfolio review continued
The total portfolio return in the year of
£374  million was 9.6% ( 2025: £432 million,
11.2%) of the aggregate of the opening
value of the portfolio and follow-on
investments (excluding capitalised interest),
which totalled £3,906 million.
Performance was strong across the portfolio,
driven by outperformance from a number
of portfolio companies, but particularly from
Oystercatcher, Future Biogas, Tampnet,
FLAG and the excellent return generated
from the sale of TCR. This was partly offset
by underperformance from SRL and the
write-down in DNS:NET.
Chart 1 shows the portfolio return in the
year for each asset as a percentage of the
aggregate of the opening value of the asset
and investments in the asset in the year
(excluding capitalised interest). Note that
this measure is not time-weighted for
investments in the year and includes foreign
exchange movements net of hedging.
Chart 1: Portfolio return by asset (year to 31 March 2026)
Total portfolio return
TCR
ESVAGT
Infinis
Joulz
Tampnet
FLAG
Ionisos
Oystercatcher
SRL
Future Biogas
DNS:NET
Written down to zero
Portfolio review continued
Movements in portfolio value
The movements in portfolio value were driven
principally by the delivery of planned cash
flows and other asset outperformance as well
as follow-on investments made during the
year. A reconciliation of the movement in
portfolio value is shown in Chart 2 below.
The portfolio summary shown in Table 1
on page 30 details the analysis of these
movements by asset. Changes to portfolio
valuations arise due to several factors,
as shown in Table 2 on page 35.
The portfolio generated a value gain of
£127  million (2025: £219 million) in the year,
alongside income of £218 million (2025 :
£203 million).
Chart 2: Reconciliation of the movement in portfolio value (year to 31 March 2026 , £m)
Portfolio activity
TCR performed strongly over the year,
supported by strong commercial momentum
and robust demand for its GSE leasing
solutions, alongside disciplined operational
delivery.
The broader market backdrop remained
favourable. Aviation activity continued to
underpin demand for GSE full service leasing,
while the decarbonisation tailwind created
additional demand for TCR’s electric GSE and
pooling solutions, and accelerated progress of
new solutions for its customers such as eGSE
charging-as-a-service.
During the year, TCR secured a number of
contract wins across its global network and is
progressing plans to enter new countries
across Asia and America.
It continued to pursue selective M&A
opportunities globally and agreed a
€100 million upsize of its revolving credit facility
to support further growth. In addition, TCR’s
GHG emission reduction targets were
validated by the Science Based Targets
initiative (‘SBTi’) during the period, marking an
important milestone in its Sustainability
strategy.
The Company initiated a sale process of TCR
during the year, which concluded with the
signing of the sale of the business to Global
Infrastructure Partners on 4 March 2026.
ESVAGT had an important year, with its SOV
fleet increasing by a third from nine to 12
vessels through the delivery of one newbuild
and the acquisition of two operational vessels.
During the year, ESVAGT delivered its first
dual-fuel e-methanol SOV for Ørsted, marking
a significant milestone. The hybrid-powered
vessel, equipped with battery and dual-fuel
technology, is supporting operations at the
Hornsea 2 offshore wind farm in the UK North
Sea. However, the later-than-planned delivery
required existing vessels to operate as
frontrunners for longer, limiting spot market
exposure and weighing on short-term
performance. A further three SOVs are under
construction.
ESVAGT also acquired two operational SOVs
from Edda Wind on long-term contracts,
providing an immediate EBITDA contribution
and establishing M&A as a new route to
growth.
European offshore wind fundamentals remain
positive, supported by a strong tender pipeline
and the reaffirmation by European
governments of a 300GW North Sea capacity
target by 2050. In the US, policy uncertainty led
to delays in wind farm construction, although
projects have since resumed. In contrast, South
Korea represents an attractive growth market,
with the KESTO joint venture securing its first
two crew transfer vessel contracts ahead of
forthcoming SOV tenders.
Opening portfolio
value at 1 April 2025
Investment1
Divestment/
capital repaid
Value movement
Exchange
movement2
Accrued income
movement
Closing portfolio value
at 31 March 2026
1. Includes capitalised interest.
2. Excludes movement in the foreign exchange hedging programme.
Portfolio review continued
ESVAGT was also affected by continued
weakness in the UK ERRV market, driven by the
ongoing windfall tax on oil and gas companies
in the UK. However, the market has seen
recent fleet reductions tightening supply, and
utilisation and day rates are expected to
improve in 2026.
Infinis performed ahead of expectations
during the year, supported by higher-than-
forecast electricity exports from its landfill
gas operations. Although gas and power
prices moderated through 2025, this trend
has since reversed with the supply
disruption caused by the conflict in the
Middle East expected to benefit the
business in the medium term.
Strategically, Infinis is well positioned to
scale and diversify its generation portfolio
through the development of solar and
battery storage projects across its
brownfield and landfill estate. These sites
benefit from attractive fundamentals,
including existing grid connections and
relatively short development timelines.
Good progress was made during the year,
with 20MW of new solar and battery
capacity coming online and a further
280MW currently under construction.
The business continues to engage with
policymakers regarding potential support
for landfill gas beyond the expiry of the
Renewable Obligation Certificate subsidy
support in April 2027.
FLAG performed strongly during the year.
Demand for subsea fibre capacity continues
to grow, driven by hyperscaler investment,
AI workloads and new customer segments,
while supply of new subsea fibre capacity
remains constrained due to high capital
costs, permitting complexity and long
development timelines. Customer churn has
reduced and sales momentum has
strengthened.
Heightened geopolitical tensions have
increased the importance of route
diversification, further supporting demand
for FLAG’s network. The recently acquired
India-Asia-Xpress system has outperformed
expectations. Earlier in the year, FLAG
invested $70 million in a fibre pair on
Google’s trans-Pacific ECHO system, where
customer demand remains strong despite
minor construction delays.
Management has initiated an approximately
$70 million investment programme to
enhance network resilience, reduce risk in
geopolitically sensitive corridors, support
growth in underserved regions and expand
European connectivity.
Tampnet delivered performance ahead of
expectations, achieving EBITDA
outperformance despite challenging
conditions in the UK North Sea. Demand for
high-capacity connectivity continues to
grow, driven by AI-enabled operations,
robotics and predictive maintenance.
Tampnet remains the only independent
fibre operator in the North Sea and Gulf of
Mexico. While these are mature basins, they
continue to offer growth opportunities
through connecting new exploration sites
and providing digitalisation services. The
company is also expanding into adjacent
offshore markets, including carbon capture.
During the year, Tampnet signed a project
with Porthos in the Netherlands and is
working with other customers on
connectivity solutions for planned carbon
capture, usage and storage developments.
Fibre remains the preferred backbone for
mission-critical offshore connectivity, with
low Earth orbit (‘LEO’) solutions emerging
as a complementary layer for resilience and
non-critical traffic. Tampnet’s integrated
fibre and LEO offering supports customer
retention, enables upselling and broadens
its addressable market. The Private
Networks segment continues to grow, with
27 networks installed and contracts secured
for a further 22.
Joulz performed in line with expectations
during the year, supported by long-term
contracted revenues and the completion of
new installations. Demand for its behind-
the-meter (‘BtM’) integrated energy
solutions remains strong, driven by
customers seeking to decarbonise their
operations and to address constraints
arising from electricity grid congestion.
In Q1 2026, Joulz completed the
acquisitions of the Italian and Dutch
divisions of Centrica Business Solutions
(‘CBS’) and Engie’s Belgian commercial and
industrial (‘C&I’) solar rooftop business.
CBS designs, installs, finances and
maintains BtM energy infrastructure for C&I
customers under long-term contracts,
including combined heat and power plants,
solar rooftop and microgrids. The business
manages c.280MW of energy assets. The
acquisition will broaden Joulz’s solution
offering to include heat, for which it is
seeing increasing demand.
Engie’s Belgian C&I solar business is the
largest C&I-focused solar rooftop portfolio
in Belgium, comprising c.112MWp of
operational, ready-to-build and under-
construction installations under long-term
contracts with a blue-chip customer base.
Joulz sees material opportunities to offer its
broader suite of BtM energy infrastructure
solutions to this existing customer base, as
well as to other Belgian C&I customers.
Portfolio review continued
These two acquisitions increase Joulz’s
proforma EBITDA by c.70%, add heat
capabilities to its portfolio of solutions, and
materially advance Joulz’s strategy to
expand into other attractive European
markets by establishing scale platforms in
Italy and Belgium - two of Europe’s most
attractive BtM energy infrastructure
markets. Joulz is also seeing demand from
existing customers to support them in
additional countries, and the enlarged Joulz
group will be well positioned for this.
To support completion of the two
acquisitions and continued investment in
Joulz’s significant organic growth pipeline,
3iN provided Joulz with additional funding
of €107 million.
Ionisos performed slightly below
expectations, primarily due to delays to the
completion of the company’s new French X-
Ray plant and expansion of its German EO
plant. Despite these delays, revenues
increased 7% year-on-year and the long-
term outlook remains positive.
We strengthened the management team
further in April 2026 with the appointment
of a new CEO.
SRL performed below expectations, with
forecast growth not materialising during the
year. This primarily reflects continued
constraints on local authority spending,
which have reduced overall market activity
and increased competitive intensity,
particularly in lower-cost segments. We
have taken a cautious view on the pace of
recovery in our updated valuation.
In response to these headwinds, a new
management team was appointed in H1
2026 to strengthen SRL’s commercial
offering, improve operational performance
and build greater resilience to competitive
pressures.
REMOS, the company’s remote monitoring
solution, has progressed from pilot
deployments into early commercial rollout
and remains a strategically important
initiative. While adoption has been slower
than initially anticipated, customer
engagement remains strong. REMOS is
expected to enhance SRL’s proposition over
time, supporting improved service delivery
and offering a differentiated solution as the
market recovers.
Oystercatcher’s 45%-owned terminal,
Advario Singapore (‘ADS’), delivered a
strong performance during the year,
materially exceeding expectations. Elevated
levels of customer activity drove higher
revenues from throughputs and provision of
ancillary services, supplementing the bulk of
revenues which are derived from take-or-
pay storage contracts. Contract renewals
secured in 2025 were agreed at higher
storage rates and with longer tenors than
the prior year, reflecting robust demand for
ADS’s gasoline storage and blending
capabilities.
Market conditions in Singapore remain
favourable, with limited uncontracted
storage capacity across the sector. The
strength of the market is underpinned by
the Asia-Pacific region being in a structurally
short position in gasoline, as regional
refining capacity is insufficient to meet the
region’s growing demand. This structural
imbalance is expected to persist in the
medium to long term.
Since May 2023, ADS has also been active in
the storage and blending of sustainable
aviation fuel (‘SAF’) for supply to local
markets and for export further afield. Policy
developments in Singapore are supportive
for the ongoing development of the SAF
industry in Singapore with the
announcement by the Singapore
Government of the introduction of a SAF
levy on air fares for flights departing
Singapore from January 2027. The company
is actively engaging with customers to
support their renewable fuel strategies and
to capture further opportunities in the
energy transition.
Future Biogas performed ahead of
expectations during the year. This was
driven by higher exported gas volumes and
improved gas yields across its owned AD
plant portfolio. The impact of softer
wholesale gas prices throughout 2025 was
mitigated by near-term hedging across the
portfolio.
In February 2026, the company completed
the acquisition of the Burton Agnes AD
plant in East Yorkshire. The plant currently
produces c.40GWh per annum of
biomethane and has been managed by
Future Biogas since 2021.
Portfolio review continued
The acquisition further strengthens Future
Biogas’s portfolio and provides an
opportunity to enhance capacity through
targeted upgrades. The plant is now one of
11 plants operated by Future Biogas and is
the 10th plant in which the company now
owns a majority stake.
The development pipeline also continued
to progress well, with two new greenfield
AD projects securing full planning consent
in the last six months, taking consented
sites to four in total. This progress
demonstrates the depth and quality of the
pipeline and positions the platform well for
growth.
Gonerby Moor, the UK’s first unsubsidised
biomethane plant operating under a 15-
year gas sales agreement with AstraZeneca,
has successfully ramped up to full
operational capacity with gas injection rates
exceeding budget in recent months.
Across the broader portfolio, a number of
targeted upgrade initiatives have been
delivered, increasing injection capacity and
enhancing operational efficiency. These
improvements have contributed to stronger
overall plant performance and reinforce the
platform’s ability to drive incremental value
from its existing asset base. Further plant
upgrades are planned and underway for the
year ahead.
DNS:NET
DNS:NET is rolling out a fibre-to-the-
home ('FTTH') network in Berlin,
Brandenburg and Saxony Anhalt. After
initial operational issues, widely shared by
participants across the FTTH sector, the
business has been successfully building
its network and connecting customers in
its region under the leadership of a new
management team brought in by 3i.
However, the business has been
adversely affected by debt financing
issues impacting the wider FTTH sector in
Germany. In late 2025 we saw a material
worsening of the lending appetite for
German fibre roll-out businesses,
triggered by the news of a significant
restructuring of the debt at the largest
alternative network in Germany.
DNS:NET is an outlier in the portfolio as
the only business executing an early-
stage infrastructure roll-out plan where
value is highly dependent on the
continuing provision of the right mix of
new equity and debt funding. Given the
lack of availability of new debt financing
for the continued roll-out of the DNS:NET
network, we have concluded that the
value of the existing equity in the
company is zero. This is reflected in the
portfolio valuation in this report. We
continue to work with lenders on their
plans for the business.
Summary of portfolio
valuation methodology
Investment valuations are calculated at
the half-year and at the financial year end by
the Investment Manager and then reviewed
by the Board. Investments are reported at
the Directors’ estimate of fair value at the
relevant reporting date.
The valuation principles used are based
on International Private Equity and Venture
Capital (‘IPEV’) valuation guidelines, generally
using a discounted cash flow (‘DCF’)
methodology (except where a market quote
is available), which the Investment Manager
considers to be the most appropriate
valuation methodology for unquoted
infrastructure equity investments.
Table 2: Components of value movement (year to 31 March 2026, £m)
Value movement
component
Value movement
in the year
Description
Planned growth
211
Net value movement resulting from the passage
of time, consistent with the discount rate and cash
flow assumptions at the beginning of the year less
distributions received and capitalised interest in
the year.
Other asset
performance
(22)
Net value movement arising from actual
performance in the year and changes to future
cash flow projections, including financing
assumptions and changes to regulatory
assumptions.
Discount rate
movement
–
Value movement relating to changes in the
discount rates applied to the portfolio cash flows.
Macroeconomic
assumptions
(62)
Value movement relating to changes to
macroeconomic out-turn or assumptions, e.g.
power prices, inflation, interest rates and taxation
rates. This includes changes to regulatory returns
that are directly linked to macroeconomic
variables.
Total value movement
before exchange
127
Foreign exchange
retranslation
64
Movement in value due to currency translation
to year-end date.
Total value movement
191
Allocated foreign
exchange hedging
(35)
Total value movement
after hedging
156
Portfolio review continued
Where the DCF methodology is used,
the resulting valuation is checked against
other valuation benchmarks relevant to the
particular investment, including, for example:
• earnings multiples;
• recent transactions; and
• quoted market comparables.
In determining a DCF valuation, we
consider and reflect changes to the two
principal inputs: forecast cash flows from
the investment and discount rates.
We consider both the macroeconomic
environment and investment-specific
value drivers when deriving a balanced
base case of cash flows and selecting
an appropriate discount rate.
The inflation rate in the UK, Europe and US
eased modestly during the year, but remains
above the long-term target and has recently
began to show signs of re-acceleration, which
has put pressure on supply chain
and employee costs.
Our inflation assumptions use market
forecasts for 2026 and 2027, followed
by our long-term assumption of 2% CPI
across all jurisdictions, or 2.5% for UK RPI.
The portfolio is positively correlated
to inflation, but the ability to pass cost
inflation to customers differs across
portfolio companies. As a result, we take
an individualised approach to modelling
the impact of inflation.
Longer-term power prices affect the
valuation of our energy generating portfolio
companies. The majority of our power
price exposure is hedged in the short
to medium term.
Future power price projections are taken
from independent forecasters, and changes
in these assumptions will affect the future
value of these investments. Taxes on
renewable electricity generators vary in
their applicability and we have considered
their impact on each company individually,
based on their circumstances.
As a ‘through-the-cycle’ investor with
a strong balance sheet, we consider
valuations in the context of the longer-term
value of the investments. This includes
consideration of climate change risk
and stranded asset risk.
Factors considered include physical risk,
litigation risk linked to climate change, and
transition risk (for example, assumptions on
the timing and extent of decommissioning
of North Sea oil fields, which affects
Tampnet and ESVAGT).
We take a granular approach to these risks,
for example, each relevant offshore oil and
gas field has been assessed individually to
forecast the market over the long term, and
a low terminal value has been assumed at
the end of the forecast period.
In the case of stranded asset risk, we consider
long-term threats that may impact value
materially over our investment horizon, for
example, technological evolution, climate
change or societal change.
For ESVAGT, which operates ERRVs in the
North Sea servicing sectors, including the
oil and gas market, we do not assume any
new vessels or replacement vessels in our
valuation for that segment of the business.
A number of our portfolio companies
are set to benefit from long-term
megatrends and, in the base case for each
of our valuations, we take a balanced view
of potential factors that we estimate are
as likely to result in underperformance
as outperformance.
Discount rate
Chart 3 shows the movement in the
portfolio’s weighted average discount rate
over the past five years and the position as
at 31 March 2026. The weighted average
discount rate fell in FY26 from 11.3% to
11.1% reflecting the write down in DNS:NET
and the removal of TCR which is now valued
on an expected sales basis.
The range of discount rates used in individual
valuations at 31 March 2026 spans from 10.3%
at the lower end to 13.0% at the upper end.
This is broadly in line with the prior year’s
range (2025: 10.3% to 14.0%). Our discount
rates are consistent with our long-term
assumptions for inflation and interest rates;
this is discussed in more detail in Note 7
to the Financial statements.
The end of the financial year saw increases in
risk-free rates across Europe primarily driven
by an expansion in risk premia amid
heightened geopolitical uncertainty caused
by the prolonged Middle East crisis,
discussed in further detail in the Risk review
on page 63. However, given the significant
risk premium included in our long-term
discount rates and the continued appetite for
high-quality infrastructure businesses, this did
not impact the discount rates used to value
our portfolio companies at 31 March 2026.
Chart 3: Portfolio weighted average discount rate (31 March, %)
13.0%
10.3%
Portfolio review continued
Portfolio company debt
Our portfolio companies are funded by
long-term non-recourse senior-secured
debt alongside equity from the Company
and other shareholders. There were no
mezzanine or junior debt structures within
our portfolio at 31 March 2026 (2025: none).
In recent years, the Investment Manager has
proactively refinanced facilities across the
portfolio, extending the term of the debt
and securing low fixed rates or hedged
interest rates.
When considering the appropriate
quantum of debt for a portfolio company,
we typically look for an investment grade
level of risk. Some portfolio companies have
an investment grade credit rating from a
credit rating agency. Chart 4 below shows
the percentage of debt maturing in each
financial year across the portfolio. The chart
now excludes TCR following the binding
commitment to sell the company. The
average loan-to-value (‘LTV’) ratio across
the portfolio is 34% (2025: 35%).
Investment track record
As shown in Chart 5, since its launch in
2007, 3i Infrastructure has built a portfolio
that has provided:
• significant income, supporting the
delivery of a progressive annual
dividend;
• consistent capital growth; and
• strong capital profits from realisations.
These have contributed to an 18%
annualised asset Internal Rate of Return
(‘IRR’) since the Company’s inception.
The European portfolio has generated
strong returns, in line with, or in many
cases ahead of, expectations.
These returns were underpinned by
substantial cash generation in the form
of income or capital profits.
The value created through this robust
investment performance has been
crystallised in a number of instances
through well-managed realisations,
shown as ‘Realised assets’ in Chart 5.
While the Company is structured to hold
investments over the long term, it has
sold assets where compelling offers will
generate additional shareholder value.
Portfolio asset returns in Chart 5 include
an allocation of foreign exchange hedging
where applicable.
Chart 4: Portfolio company leverage (% of debt maturing in each financial year)
Portfolio review continued
Chart 5: Portfolio asset returns throughout holding period
Current portfolio (£m)
TCR
ESVAGT
Infinis
Joulz
Tampnet
FLAG
Ionisos
Oystercatcher
SRL
Future Biogas
DNS:NET
0.0x
0.5x
1.0x
1.5x
2.0x
2.5x
3.0x
3.5x
n Total cost    n Value including accrued income
n Proceeds on disposals / capital returns    n Cash income
Portfolio asset returns include allocation of foreign exchange hedging where applicable.
Money multiple of current portfolio
TCR
ESVAGT
Infinis
Joulz
Tampnet
FLAG
Ionisos
Oystercatcher
SRL
Future Biogas
DNS:NET
Realised assets (Total return)
Money
multiple
IRR
Realised
assets
3.6x
20%
TCR1
3.6x
21%
Valorem
2.7x
22%
Attero
1.7x
27%
WIG
5.9x
40%
XLT
4.5x
31%
Elenia
3.3x
16%
AWG
3.3x
41%
Eversholt
1.5x
11%
Others2
2.8x
Weighted
average
Written down to zero
1. TCR estimated proceeds at completion are included.
2. Others includes the Projects portfolio, junior debt portfolio,
T2C, Novera and the 3i India Infrastructure Fund.
3i Infrastructure plc  Annual report and accounts 2026
39
NAV growth and
dividend progression
Financial
review
Ionisos
Page 29
Financial review
The Company delivered NAV growth
and increased its dividend per share .
Key financial measures (year to 31 March)
2026
2025
Total return1
£295m
£333m
NAV
£3,737m
£3,562m
NAV per share
405.2p
386.2p
Total income2
£218m
£204m
Total income and non-income cash 3
£208m
£376m
Portfolio asset value
£4,285m
£3,790m
Net debt4
£(531)m
£(256)m
Total liquidity5
£669m
£644m
We delivered our target
return and improved
our liquidity position to fund
new investments.
James Dawes
CFO, 3i Infrastructure
1. IFRS Total comprehensive income for the year.
2. Total income comprises Investment income and Interest receivable.
3. Total income and non-income cash comprises Total income, non-income cash of £6 million and an
adjustment of £16 million relating to DNS:NET.
4. Net debt comprises cash balances of £ 4 million (2025: £4 million) less £ 535 million (2025: £260 million)
drawn balance under the Company’s £1.2 billion RCF (2025: £900 million).
5. I ncludes cash balances of £4 million (2025 : £4 million) and £ 665 million (2025: £640 million) undrawn
balances available under the Company’s £ 1.2 billion RCF (2025: £900 million).
Financial review continued
 
The Company delivered a resilient
performance over the year, meeting its
return target and generating encouraging
capital growth across the majority of the
portfolio. The proposed FY 26 dividend of
13.45 pence per share was fully covered.
The target dividend for FY27 of 14.30 pence
per share is an increase of 6.3%  over FY 26.
As described on page 22, the Company’s
strategy is to seek to deliver an attractive
mix of income yield and capital appreciation
for shareholders, with a total return of 8% to
10% to be achieved over the medium term.
In this Financial review we provide a more
detailed analysis of our progress across
each of the key components that comprise
our total return. The Company’s total return
of £295 million comprises both capital return
and foreign exchange movements, which
are detailed on page 43, alongside income
and costs, discussed on page 44. These
elements are illustrated in Chart 6 opposite.
The Company’s objective is to fully cover
the dividend to shareholders through
income and non-income cash generated,
net of costs. Further information on
dividend cover is available on page 46.
Chart 6: Composition of balance sheet and income statement (year to 31 March 2026)
Balance sheet (as at 31 March 2026 )
Income statement (year to 31 March 2026 )
Derivatives
£25m
Foreign exchange
hedging loss 1
Foreign
exchange gain
Borrowings
Other net
liabilities
£28m
Costs
Capital return
Dividends
Portfolio
assets
Shareholders’
equity
Total
return
Portfolio
income
Available for
reinvestment
when realised
Cash
£ 4 m
Other
net assets
£3 m
Derivatives
£33m
1. Movement in derivatives and exchange gains on EUR borrowings.
Financial review continued
 
Returns
Total return
The Company generated a total return for the
year of £295 million, representing an 8.5%
return on opening NAV net of the prior year
final dividend ( 2025: £333 million, 10.1%).
This performance is in line with the target
return of 8% to 10% per annum, to be
achieved over the medium term.
There was strong performance across the
portfolio, particularly from Oystercatcher,
Future Biogas, Tampnet, FLAG and the
excellent return generated from the sale of
TCR, partially offset by underperformance
from SRL and the write-down in DNS:NET.
Changes in the valuation of the Company’s
portfolio assets are described in the
Movements in portfolio value section of the
Portfolio review.
Our portfolio companies continue to
generate discretionary growth opportunities
that are accretive to our investment cases.
Total net investment in the year was
£116 million, comprising further investment
in ESVAGT, Joulz and Ionisos.
An analysis of the elements of the total
return for the year is shown in Table 3.
The Company maintained low levels of
uninvested cash throughout the year and
actively managed its liquidity position
through drawing on its £1.2 billion RCF.
Amounts drawn under the RCF at 31 March
2026 were £535 million (2025: £260 million).
Table 3: Summary total return (year to 31 March, £m)
2026
2025
Capital return (excluding exchange)
127
219
Foreign exchange movement in portfolio
64
(37)
Capital return (including exchange)
191
182
Movement in fair value of derivatives and exchange on EUR borrowings
(35)
47
Net capital return
156
229
Total income
218
204
Costs1
(79)
(100)
Total return
295
333
1. Includes no non-portfolio related exchange (2025 : gain of £2 million).
Chart 7: Reconciliation of the movement in NAV (year to 31 March 2026 , £m and pence per share)
379.9pps
13.8pps
3.1pps
23.6pps
(8.5)pps
411.9pps
(6.7)pps
405.2pps
Opening NAV
at 1 April 2025 1
Capital return
Net foreign
exchange
movement 2
Total
income
Net costs
including
management fees
NAV before
distributions
Distribution
to shareholders
Closing NAV
at 31 March 2026
1. Opening NAV of £3,562 million net of final dividend of £58 million for the prior year.
2. Net foreign exchange movement comprises the gain on the foreign exchange in the portfolio of £ 64 million less the loss on the fair value of derivatives and
exchange on EUR borrowings of £35 million.
Financial review continued
 
Capital return
The portfolio generated a value gain of
£127 million in the year to 31 March 2026
(2025: £219 million), as shown in Chart 7.
There was a positive contribution across the
majority of the portfolio with the largest
increases from TCR (£300 million), Tampnet
(£40 million), Infinis (£34 million) and
Oystercatcher (£32 million). There was a
negative contribution from DNS:NET
(£220 million) and SRL (£72 million).
These value movements are described in
the Portfolio review section.
Chart 8: Portfolio sensitivities
(year to 31 March 2026 )
Discount rate
-1%
+1%
Inflation
-1%
+1%
Inflation
(for two years)
-1%
+1%
Interest rate
-1%
+1%
Sensitivities
The sensitivity of the portfolio to key inputs
to our valuations is shown in Chart 8 and
described in more detail in Note 7 to the
Financial statements. The portfolio valuations
are positively correlated to inflation. The
longer-term inflation assumptions beyond
two years remain consistent with central bank
targets, e.g. UK and European CPI at 2%.
The sensitivities shown in Chart 8 are
indicative and are considered in isolation,
holding all other assumptions constant.
Timing and quantum of price increases will
vary across the portfolio and the sensitivity
may differ from that modelled.
Changing the inflation rate assumption
may necessitate consequential changes to
other assumptions used in the valuation of
each asset.
Discount rates used are consistent with
longer-term inflation of 2%. For
comparison, we show a sensitivity to
inflation over the first two years of the
cashflows which retains the longer-term
inflation assumption at 2% as well as a
sensitivity where inflation is changed over
all periods in the cashflow models. The
impact of changes to the discount rates
used is of a similar magnitude, but offsets
the impact of changes to inflation over all
periods of the models.
Foreign exchange impact
The portfolio is diversified by currency as
shown in Chart 9. We aim to deliver steady
NAV growth for shareholders, and the
foreign exchange hedging programme helps
us to do this by reducing our exposure to
fluctuations in the foreign exchange markets.
Portfolio foreign exchange movements,
after accounting for the hedging programme,
increased the net capital return by £29 million
(2025: £10 million).
The reported foreign exchange gain on
investments was £64 million (2025: loss
of £37 million). This was partially offset by a
£35 million loss on the hedging programme
(2025: gain of £47 million). The positive
hedge benefit resulted from favourable
interest rate differentials on the hedging
programme.
Chart 9: Portfolio value by currency
(as at 31 March 2026)
n
EUR
41%
n
GBP
19%
n
DKK
15%
n
USD
10%
n
NOK
10%
n
SGD
5%
-10%
-8%
-6%
-4%
-2%
0
2%
4%
6%
8%
10%
Financial review continued
 
Income
The portfolio generated income of
£218 million in the year (2025: £203 million).
Of this amount, £13 million was through
dividends (2025: £7 million) and £205 million
through interest on shareholder loans
(2025: £196 million). In addition, the
Company earned less than £1 million of
interest receivable on deposits (2025: £1
million).
Total income and non-income cash is
shown in Table 4.
Total income and non-income cash of
£208 million in the year was lower than last
year, due to strong non-income cash from
TCR and Oystercatcher following refinancings
in the prior year (2025: £376 million).
The write-down of interest accrued from
DNS:NET during the year has been
deducted from Total income and non-
income cash.
Table 4: Total income and non-income
cash (year to 31 March, £m)
2026
2025
Total income
218
204
DNS:NET interest
write-down
(16)
–
Non-income cash
6
172
Total
208
376
Non-income cash receipts reflect distributions
from underlying portfolio companies, which
would usually be income to the Company,
but which are distributed as a repayment
of investment for a variety of reasons. While
non-income cash does not form part of the
total return shown in Table 3, it is included
when considering dividend coverage as
shown on page 46.
Interest income from the portfolio was lower
than prior year, reflecting the write-down of
DNS:NET, partly offset by increased income
following further investment in Joulz and
ESVAGT. Dividend income was above the
prior year due to dividends received from
Oystercatcher.
A breakdown of income and non-income
cash compared with the prior year is
provided in Chart 10.
Chart 10: Breakdown of Total
income and non-income cash
(year to 31 March , £m)
n
FY26
n
FY25
Costs
Management and performance fees
During the year to 31 March 2026, the
Company incurred management fees of
£53 million (2025: £49 million), including
transaction fees of £4 million (2025: less than
£1 million). The fees, payable to 3i plc,
consist of a tiered management
fee, and a one-off transaction fee of 1.2%
payable in respect of new investments.
The management fee tiers range
from 1.4%, reducing to 1.2% for any
proportion of gross investment value
above £2.25 billion.
An annual performance fee is also payable
by the Company, amounting to 20% of
returns above a hurdle of 8% of the total
return. This performance fee is payable
in three equal annual instalments, with the
second and third instalments only payable
if certain future performance conditions
are met. This hurdle was exceeded for
the year ended 31 March 2026, resulting
in a performance fee payable to 3i plc in
respect of the year ended 31 March 2026
of £4 million (2025: £18 million).
The first instalment of £1 million will be
paid in May 2026, along with the second
instalment of £6 million relating to the FY25
performance fee, and the third instalment of
£8 million relating to the FY24 performance
fee.
For a more detailed explanation of how
management and performance fees are
calculated, please refer to Note 18 of
the Financial statements.
Other operating and finance costs
Operating expenses, comprising Directors’
fees, service provider costs and other
professional fees, totalled £4 million
in the year (2025: £4 million).
Finance costs of £18 million (2025:
£31 million) in the year comprised
arrangement and commitment fees for
the Company’s £1.2 billion RCF and interest
on drawings. Finance costs were lower than
in FY25 due to lower average monthly
drawings and a decrease in
interest rates.
Financial review continued
 
Balance sheet
The NAV at 31 March 2026 was £3,737 million
(2025: £3,562 million). The principal
components of the NAV are the portfolio
assets, cash holdings, the fair value of
derivative financial instruments, borrowings
under the RCF and other net assets and
liabilities. A summary balance sheet is
shown in Table 5.
At 31 March 2026, the Company’s
net assets after the deduction of
the proposed final dividend would be
£3,675 million (2025: £3,504 million).
Table 5: Summary balance sheet (as at 31 March , £m)
2026
2025
Portfolio assets
4,285
3,790
Cash balances
4
4
Derivative financial instruments
8
77
Borrowings
(535)
(260)
Other net liabilities
(25)
(49)
NAV
3,737
3,562
Cash and other assets
Cash balances at 31 March 2026 totalled
£4 million (2025: £4 million).
Cash on deposit was actively managed
by the Investment Manager and there are
regular reviews of counterparties and their
limits. Cash is principally held in AAA-rated
money market funds.
Other net liabilities predominantly comprise a
performance fee accrual of £24 million (2025:
£50 million), including amounts relating to
prior year fees.
The movement from March 2025 is due to
the accrual of the FY26 performance fee of
£4 million and £29 million of prior year
performance fees were paid during the year.
Borrowings
The Company exercised its RCF accordion
of £300 million in the year as a bridge to
proceeds from the sale of TCR for up to
12 months. As at 31 March 2026, drawings
on the Company’s £1.2 billion multi-
currency RCF were £535 million (2025:
£260 million). The base RCF of £900 million,
excluding the £300 million commitments
under the accordion feature, was extended
by one year to June 2029.
During the year, the Company drew on the
RCF in euros, which reduced the cost of
finance compared to borrowing in sterling
and acted as a natural currency hedge
against our euro investments, reducing the
size of the FX hedging programme. Over
the year, the average cost of RCF debt
drawn was 3.4% (2025: 4.9%), considerably
below the expected return from the
portfolio indicated by the weighted average
discount rate of 11.1% at 31 March 2026
(2025: 11.3%). The current cost of drawings
based on the latest Euribor and margin on
the RCF at 11 May 2026 is 3.4%.
Following the receipt of the TCR sale
proceeds and the investment in LMD, we
expect the proforma cash position to be
£201 million, which materially strengthens
the Company’s balance sheet and available
liquidity.
NAV per share
The total NAV per share at 31 March 2026
was 405.2 pence (2025: 386.2 pence). This
reduces to 398.4 pence (2025: 379.9 pence)
after the payment of the final dividend of
6.725 pence (2025: 6.325 pence). There are
no dilutive securities in issue.
Financial review continued
 
Dividend and dividend cover
The Board has proposed a dividend
for the year of 13.45 pence per share, or
£124 million in aggregate (2025: 12.65 pence;
£116 million). This is in line with the
Company’s target announced in May
last year.
When considering the coverage of the
proposed dividend, the Board assesses
the income earned from the portfolio,
interest received on cash balances and any
additional non-income cash distributions
from portfolio assets which do not follow
from a disposal of the underlying assets,
as well as the level of ongoing operational
costs incurred in the year. The Board also
takes into account any surpluses retained
from previous years, and net capital profits
generated through asset realisations, which
it considers available as dividend reserves
for distribution.
Table 6 shows the calculation of
dividend coverage and dividend reserves.
The dividend was fully covered for the
year with a surplus of £9 million
(2025: £175 million).
The retained amount available for
distribution, following the payment of the
final dividend and the performance fee, will
be £1,220 million (2025: £1,215 million).
This is a substantial surplus, which is
available to support the Company’s
progressive dividend policy, particularly
should dividends not be fully covered
by income in a future year. 
Chart 11 shows that the Company has
consistently covered the dividend over
the last five years.
Table 6: Dividend cover (year to 31 March, £m)
2026
2025
Total income and non-income cash
208
376
Operating costs, including management fees
(75)
(84)
Dividends paid and proposed
(124)
(117)
Dividend surplus for the year
9
175
Dividend reserves brought forward from prior year
1,215
880
Realised gain over cost on disposed assets 1
–
178
Performance fees
(4)
(18)
Dividend reserves carried forward
1,220
1,215
1. Realised gain on the sale of TCR will be reflected at completion in FY27.
Chart 11: Dividend cover (five years to 31 March 2026 , £m)
n
Net income1
n
Dividend
1.  Net income is Total income and non-income cash less operating costs.
Financial review continued
 
Ongoing charges ratio
The ongoing charges ratio measures annual
operating costs, as disclosed in Table 7
below, against the average NAV over the
reporting period.
The Company’s ongoing charges ratio
is calculated in accordance with the
Association of Investment Companies
(‘AIC’) recommended methodology and
was 1.43% for the year to 31 March 2026
(2025: 1.53%). The cost items that
contributed to the ongoing charges ratio
are shown below.
The AIC methodology does not include
transaction fees, performance fees
or finance costs. However, the AIC
recommends that the impact of
performance fees on the ongoing charges
ratio is noted, where performance fees
are payable. The ratio including the
performance fee was 1.54% (2025: 2.04%).
The total return of 8.5% for the year,
presented elsewhere in this report,
is after deducting this performance fee
and ongoing charges.
Alternative Performance
Measures (‘APMs’)
We assess our performance using a
variety of measures that are not specifically
defined under IFRS and are therefore
termed APMs. The APMs that we use may
not be directly comparable with those used
by other companies. These APMs provide
additional information on how the Company
has performed over the year, and are all
financial measures of historical
performance.
The APMs are consistent with those
disclosed in prior years.
• Total return on opening NAV reflects
the performance of the capital deployed
by the Company during the year. This
measure is not influenced by movements
in share price or ordinary dividends to
shareholders. This is a common APM
used by investment companies
• The NAV per share is a measure of the
underlying asset base attributable to
each ordinary share of the Company
and is a useful comparator to the share
price. This is a common APM used
by investment companies
• Total income and non-income cash
is used to assess dividend coverage
based on distributions received and
accrued from the investment portfolio
• Investment value including commitments
measures the total value of shareholders’
capital deployed by the Company
• Total portfolio return percentage
reflects the performance of the
portfolio assets during the year
• Net debt and Total liquidity are
measures of the Company’s ability to
make further investments and meet
its short-term obligations
• Portfolio debt to enterprise value is a
measure of underlying indebtedness
of the portfolio companies
Table 7: Ongoing charges (year to 31 March , £m)
2026
2025
Investment Manager’s fee
49.2
49.3
Auditor’s fee
0.8
0.8
Directors’ fees and expenses
0.6
0.6
Other ongoing costs
2.3
2.1
Total ongoing charges
52.9
52.8
Ongoing charges ratio
1.43%
1.53%
Financial review continued
 
The definition and reconciliation to IFRS of the APMs are shown below.
.
APM
Purpose
Calculation
Reconciliation to IFRS
Total return on
opening NAV
A measure of the overall financial
performance of the Company.
For further information see the
KPI section.
It is calculated as the total return of £295 million, as shown in the Statement of
comprehensive income, as a percentage of the opening NAV of £3,562 million net
of the final dividend for the previous year of £ 58 million. There was no equity issued or
capital returned during the year.
The calculation uses IFRS measures.
NAV per share
A measure of the NAV per share
in the Company.
It is calculated as the NAV divided by the total number of shares in issue at the balance
sheet date.
The calculation uses IFRS measures and is set out in Note 14
to the accounts.
Total income and
non-income cash
A measure of the income and other
cash receipts by the Company which
support the payment of expenses
and dividends.
It is calculated as the total income from the underlying portfolio and other assets plus non-
income cash, being the repayment of investment not resulting from the disposal of
an underlying portfolio asset. Income accrued during the year from DNS:NET has been
deducted from this measure following the write-down of the investment. This is used as one
of the components for assessing the dividend coverage as discussed on page 46.
Total income uses the IFRS measures; Investment income and
Interest receivable. The non-income cash, being the proceeds
from partial realisations of investments, is shown in the Cash flow
statement. The realisation proceeds which result from a partial
sale of an underlying portfolio asset are not included within non-
income cash. Investment income accrued during the year
relating to DNS:NET has been deducted from this measure
following the write-down of the investment.
Investment value
including
commitments
A measure of the size of the
investment portfolio including the
value of further contracted future
investments and divestments
committed by the Company.
It is calculated as the portfolio asset value of £4,285 million plus the value of the contracted
commitments. As at 31 March 2026 , this included the agreed sale of TCR, reflected within
the portfolio asset value at £969 million, and a new investment in LMD of £262 million.
The portfolio asset value is the Investments at fair value
through profit or loss reported under IFRS. The value of
future commitments is set out in Note 16 to the accounts.
Total portfolio
return percentage
A measure of the financial
performance of the portfolio.
It is calculated as the total portfolio return in the year of £374 million, as shown in Table 1,
as a percentage of the sum of the opening value of the portfolio and follow-on investments
(excluding capitalised interest) of £3,906 million.
The calculation uses capital return (including exchange),
movement in fair value of derivatives, underlying portfolio
income, opening portfolio value and investment in the year.
The reconciliation of all these items to IFRS is shown in Table 1,
including in the footnotes.
i) Net debt
ii) Total liquidity
A measure of the Company’s ability
to make further investments and
meet its short-term obligations.
i) Net debt is calculated as the cash balance of £4 million less the drawn balance under the
Company’s RCF of £535 million.
ii) Total liquidity is calculated as the cash balance of £ 4 million plus the undrawn balance
available under the Company’s RCF of £665 million.
The calculation uses the cash balance, which is an IFRS measure,
and drawn and undrawn balances available under the
Company’s RCF as described in Note 11 to the accounts.
Portfolio debt to
enterprise value
A measure of underlying
indebtedness of the portfolio
companies.
It is calculated as total debt, as a percentage of the enterprise value of the portfolio
companies, and does not include indebtedness of the Company.
The calculation is a portfolio company measure and therefore
cannot be reconciled to the Company’s accounts under IFRS.
3i Infrastructure plc Annual report and accounts 2026
49
Active ownership
driving sustainability
and managing risk
Sustainability
and Risk
Joulz
Page 27
Sustainability
 
We support portfolio companies to turn
their sustainability ambition into practical
progress and long-term value creation.
We continue to take an active ownership
approach, using our influence to support
portfolio companies in growing their
sustainability maturity.
The Sustainability team works in partnership
with the investment and portfolio
management teams to define and deliver
sustainability strategies, shaped by what
is material to each business.
We seek to embed strong sustainability
governance at board level through regular
oversight of key sustainability topics,
formal approval of sustainability strategies
and clear accountability for appropriate
resourcing and delivery.
Our approach balances portfolio company
ownership of developing and delivering
sustainability initiatives with the effective
leveraging of 3i’s in-house expertise. This
balance varies according to each company’s
positioning, sustainability maturity and
strategic priorities.
Our three key sustainability themes continue
to underpin our engagement across the
portfolio and reflect our sustained focus amid
an evolving regulatory landscape.
Carbon
and climate
Strategy and
leadership
Health & safety
and people
The Sustainability team continues to provide
bespoke support to portfolio companies
through direct work with management teams
and collaborative workstreams to develop
approaches to, amongst other topics, health
and safety, decarbonisation, governance,
climate risk, and reporting. The team also
continues to support the 3i Infrastructure
investment team on sustainability due
diligence for all acquisitions and exits, with
a structured approach aligned to relevant
industry frameworks and fully embedded
in the diligence process.
Responsible investing
3i’s Responsible Investment (‘RI’) policy sets
out the types of businesses in which 3i will
not invest, as well as minimum requirements
in relation to sustainability matters, which
we look for our portfolio companies to
either meet or aim to meet over a
reasonable time period unless they are
deemed not suitable or applicable for a
specific business. These cover multiple key
areas, including safe and fair working
conditions, environmental management,
business integrity and strong governance.
We screen all new investments against the
RI policy. We monitor adherence to, and
progress towards meeting, 3i’s expectations
on a regular basis.
We assess sustainability risks and
opportunities at every stage of the
investment lifecycle. Sustainability due
diligence is undertaken on all potential new
investments ensuring that material factors
are identified prior to investment. During
ownership, we implement robust plans
to strengthen sustainability maturity,
mitigate risks and capture opportunities
through to exit.
The RI policy is reviewed regularly.
Further details, along with the Investment
Manager’s other sustainability policies,
are available on the 3i Group website:
www.3i.com/sustainability.
Sustainability continued
Portfolio engagement spotlight
 
We facilitate practical progress through
shared portfolio-wide learning.
Sustainability Forum
In June 2025, 3i held its second
Sustainability Forum in Paris, welcoming
representatives from over 20 3i portfolio
companies to a two-day event, including
seven from the 3iN portfolio. The forum
combined inspirational speakers, practical
insights and peer networking.
This interactive event provided sustainability
leads from portfolio companies with an
update on the Investment Manager’s
priorities and goals, alongside training
delivered by specialist third parties. External
speakers shared insights on delivering
ambitious sustainability strategies, while
the programme also created opportunities
for relationship building and the exchange
of best practice across the network.
Sustainability leaders in the portfolio
The Sustainability team works closely with sustainability leaders at portfolio companies
to support them in delivering progress against agreed goals.
Engaging with 3i
and other portfolio
companies enables us
to share ideas and
improve performance.
Group QHSE & Sustainability
Manager, Tampnet
Simon Grapes leads Tampnet’s approach
to quality, health, safety and environmental
standards across its offshore network. With
20 years of experience in safety-critical
environments, he drives continuous
improvement in performance, supporting
initiatives to enhance energy efficiency
and reduce emissions, while strengthening
compliance and embedding responsible
business practices across the organisation.
Director of HSQEC
and Sustainability, Infinis
Su Ruthven is responsible for embedding
high standards of operational excellence
and responsible practice throughout
Infinis’ operations. With extensive
experience in regulated and safety-critical
environments, and over 20 years’
experience at Infinis, she provides
strategic oversight of risk management,
compliance and continuous improvement
initiatives, with a particular focus on health
and safety.
3i has helped us build
on our strong
foundations and drive
ongoing improvements.
Key topics in 2025 reflected the most
material issues for the portfolio and the
evolving sustainability landscape at an
industry level. These included guidance
on the effective development and delivery
of sustainability strategies, alongside an
expert-led session on nature for business.
Reflecting our priority focus on health and
safety, the programme also included an
immersive session highlighting the
importance of organisational safety culture.
Portfolio companies further contributed
through case studies and group work
focused on decarbonisation.
Inspirational presentations
and thought-provoking
tangible takeaways.
One highlight was the
networking and sharing
of ideas.
Sustainability Forum attendee feedback
Sustainability continued
Our strategic Sustainability focus areas
Our strategic
focus areas
            Carbon and climate
`
`
`
`
`
`
`
`
`
Considerations of the potential impacts
of climate change and the transition to
a low-carbon economy remain key focus
areas for the Investment Manager and
its engagement strategy.
We continue to enhance GHG emissions
data, increase the adoption of science-
based emissions reduction targets (‘SBTs’)
across the 3i Infrastructure portfolio, and
deepen our understanding of climate risks
and mitigation.
As of 31 March 2026, for the first time,
100% of portfolio companies (by number)
reported Scope 3 emissions* along with
Scope 1 and 2. In FY27, engagement
will focus on broadening coverage of
Scope 3 categories.
SBTi progress
In March 2024, 3i Group Plc set SBTi-
validated science-based emissions
reduction targets, covering both direct
emissions and downstream indirect
emissions associated with all the portfolio
companies that 3i manages. In FY25,
Ionisos and Joulz received SBTi validation
of their science-based targets.
In FY26, SRL and TCR also received SBTi
validation of their targets. In FY27, the
Sustainability team will continue working
with portfolio companies to develop
science-aligned targets and facilitate the
submission of reduction targets to the
SBTi for validation.
Climate risks
In FY26, following the procurement of
a specialist software tool for climate and
nature risk screening, the Investment
Manager initiated a portfolio-wide
monitoring programme. The programme’s
scenario-based findings are helping to
enhance the climate risk assessments already
completed by portfolio companies where
available, or to initiate a discussion where
not in place. This work will continue into
FY27.
We ask each portfolio company’s board to
review climate risks at least annually, and
these climate-related risks and opportunities
are also incorporated into risk registers
where relevant. Where material risks are
identified, companies are expected to
implement suitable adaptation and
mitigation measures.
*100% of portfolio companies (by number) measure
some Scope 3 categories. They do not all have a
complete Scope 3 baseline.
Nature
In FY26, the Sustainability team facilitated
upskilling for members of the Investment
Manager’s investment team and portfolio
companies on the concept of ‘Nature for
business’, in collaboration with an external
biodiversity specialist.
The session highlighted that nature can
affect companies through supply chain
and operational disruptions, increased
costs of raw materials and heightened
regulatory requirements.
The training addressed how business
activities impact and depend upon nature,
examined the connection to business
risk and introduced a framework for
integrating nature considerations into
asset management and due diligence
processes. In FY27, the Sustainability team
will continue to engage with portfolio
companies on this topic.
Portfolio companies with targets
validated by the SBTi
Please see the TCFD product report
for a complete TCFD disclosure for 3iN
Sustainability continued
Our strategic Sustainability focus areas continued
 
            Strategy and leadership
            Health & safety and people
Against an evolving landscape of macro
trends and regulations, developing an
approach to emerging themes is key.
The Investment Manager has continued to
prioritise engagement with portfolio
companies regarding governance,
oversight and preparedness for future
challenges. Portfolio companies are
encouraged to assign responsibility for
sustainability at both board and executive
levels, ensuring appropriate allocation of
resources. Linking executive remuneration
to sustainability objectives remains a
valuable mechanism for promoting
accountability and supporting the
achievement of targets. Each asset
investment team includes a sustainability
lead who works in partnership with the
Sustainability team to monitor progress,
address incidents where necessary and
provide comprehensive support to
management teams on material
sustainability matters.
Portfolio companies are also encouraged
to undertake materiality assessments
to identify the sustainability issues most
relevant to their activities. Recent
amendments to the Corporate
Sustainability Reporting Directive
(‘CSRD’) mean that most portfolio
companies do not fall directly within
scope. Double materiality assessments
nonetheless remain best practice.
Undertaking such assessments
irrespective of regulatory requirements
can provide valuable insight into impacts,
risks and opportunities, supporting the
development of appropriate strategies
and target setting within each company’s
operating context. The Investment
Manager continues to support portfolio
companies in developing and regularly
refining robust sustainability strategies
that reflect identified priorities and
progress towards clearly defined targets,
alongside producing appropriate public
sustainability disclosures.
91%
of portfolio companies have
a Sustainability strategy
The health and safety of 3i Infrastructure
portfolio companies’ employees, and of
those affected by their activities, remains
the Investment Manager’s highest
priority.
Each portfolio company board is
responsible for monitoring and oversight
of health and safety matters. Serious
incidents are escalated to the Investment
Manager.
The Investment Manager encourages
portfolio companies to set clear leading
and lagging indicator targets and reviews
performance against these regularly,
based on data tracked by management on
an ongoing basis. This monitoring enables
trends to be identified promptly and
addressed directly with management
teams if performance falls short of
expectations.
In addition, annual health and safety
performance data is collected through
the Sustainability survey to support
portfolio-wide analysis and disclosure.
During the year, focused attention from
several portfolio company boards has
supported continuous improvement in
safety culture and strengthened oversight
of the higher-risk activities inherent in an
infrastructure portfolio. 
73%
of portfolio companies decreased
or maintained their lost time injury
frequency rate (‘LTIFR’) in 2025
vs. 2024
The Investment Manager also strengthened
its approach to human rights during the year,
enhancing existing policies and continuing
engagement with portfolio companies on this
topic where it is most material.
Gender diversity amongst portfolio company
employees, senior management teams and
boards continues to be monitored,
recognising the broader challenges
associated with improving representation
in the infrastructure sector. Looking ahead
to FY27, the Investment Manager plans to
undertake active engagement with Human
Resources leaders across the portfolio
to facilitate the sharing of insights and best
practices across employee-related topics.
Sustainability continued
Health and Safety spotlight – examples
Health and Safety (‘H&S’)
remains our highest priority.
We expect companies to
prioritise H&S appropriately
at board level supported
by detailed reporting,
including information
regarding near misses and
subcontractor lost time
incidents.
Our portfolio companies
continue to develop their
approach with innovative
initiatives, including
the following examples.
Developing a comprehensive
Safety strategy
Infinis has updated its Sustainability
strategy to reference its enhanced
approach to H&S, which is set out in a
standalone H&S strategy and reflects the
company’s position at the forefront of this
critical area. The H&S strategy establishes
four Safety categories: Personal, Process,
Environmental and Mind. Operating in
traditionally male-dominated engineering
and energy sectors, Infinis considers
mental health a clear priority and an
integral part of its H&S approach. Mental
wellbeing is treated as non-negotiable,
with clear expectations, support
mechanisms and leadership engagement
to embed it alongside physical safety.
Improving Health
and Safety culture
Ionisos has initiated a project to further
develop its safety culture, in partnership
with a trusted third-party adviser.
Operating in a heavy industrial
environment, the business actively
promotes H&S as a shared responsibility
across all levels of the organisation. The
first phase of the programme has focused
on training throughout the organisation,
with emphasis on leadership, increased
awareness and understanding of safety
expectations. As a result, safety
leadership has been further embedded,
with increased visibility from the senior
team and more frequent and structured
site safety visits focused on engagement,
observation and reinforcing best practice.
Ensuring continuous
improvement
Future Biogas has continued to
strengthen its approach to H&S. A
mobile-enabled incident reporting app
has improved real-time reporting,
traceability and response across a
geographically dispersed workforce,
supporting a stronger reporting culture.
Proactive annual engagement with the
agricultural supply chain has reinforced
a clear zero-tolerance approach to
unsafe behaviour. As an owner-
operator, targeted investment in
simple, effective safety improvements
has further reduced risk and embedded
a positive safety culture.
Sustainability continued
Sustainability in action – examples
TCR exit process
Delivering value throughout
the investment cycle
The sale of TCR highlighted the value
of embedding sustainability within a
portfolio company’s strategy, particularly
where the business model is benefitting
from the energy transition. TCR plays a
key role in supporting the aviation sector
to decarbonise ground services
operations through the electrification of
airport infrastructure and equipment.
Throughout 3i’s investment period,
sustainability was embedded in TCR’s
operating model through its ‘3x3’
Sustainability strategy, which sets out the
company’s key areas of ambition across
three pillars: Planet, People and Integrity.
Using innovative technology to
further understanding of biodiversity
Future Biogas is undertaking ongoing on-site
biodiversity monitoring. Working with innovative
partners, this includes recording bird sounds and using
both AI and ornithological expertise to identify species
present, alongside monitoring pollinator activity
through acoustic sensors.
This work will establish a biodiversity baseline across
sites by monitoring seasonal patterns in bird and
pollinator activity, while assessing how on-site and
surrounding planting influences species composition.
The data will contribute to national and global
datasets, supporting a broader understanding of
biodiversity trends. Biodiversity is critical to the
agricultural supply chain, and Future Biogas, as a
business operating within this landscape, has an
important role to play in supporting and enhancing it.
This approach reflected 3i’s responsible
ownership model and ensured that
sustainability considerations were
integrated into day-to-day operations
and long-term decision making.
As a result, at the time we realised our
investment the business had a mature
sustainability profile across a broad
range of environmental, social and
governance areas fully aligned with its
commercial strategy. This included
strong health and safety performance,
validated science-based emissions
reduction targets and robust governance
practices. Together, these supported
commercial wins, operational resilience,
regulatory alignment and long-term
value creation.
Continuing to recruit and retain a diverse
workforce in a global organisation
FLAG has continued to improve its workforce diversity
in FY26 through continued focus on hiring diverse
candidates, reviewing gender pay outcomes as part
of its fair and equitable compensation practices,
supporting initiatives such as ‘Women in Tech’ and
launching a Women’s Voice Survey to capture
on-the-ground feedback from female colleagues.
Female representation across the workforce increased
from 21% in FY24 to 32% in FY26. 
Sustainability continued
Our sustainability pathway guides companies
as they progress sustainability maturity during our ownership
Promote governance across the
business that aligns with best practice
Effective governance supports sound
decision making and risk management.
It enables an asset to be managed
in a responsible, transparent and
sustainable manner.
Engagement approach
• Review of policies, including updated anti-fraud
policies due to recently implemented UK legislation
• Support to comply with incoming regulations
• Promote alignment on priorities and notably the
importance of health and safety
Recommended policies in place*
H&S first on the board agenda
Identify appropriate senior
individuals to lead on sustainability
By assigning responsibility to appropriate
leaders, portfolio companies establish clear
accountability for identifying sustainability-
related priorities, setting appropriate goals
and overseeing progress.
Engagement approach
• Annual in-person Sustainability Forum for the
portfolio sustainability leads to meet each other
and receive tailored upskilling
Resource dedicated to sustainability
Sustainability topics on the board agenda
2025
2025
2025
2024
2024
2024
2023
2023
2023
2025
2025
2025
2024
2024
2024 18%
2023  N/A
2023 0%
2023
Measure GHG emissions and
develop decarbonisation strategies
aligned with SBTi where possible
By implementing a plan to decarbonise,
portfolio companies can demonstrate
preparedness for long-term value creation
in a low-carbon economy.
Engagement approach
• Review of GHG emissions calculations and
associated methodological queries
• Introduction of portfolio company teams to
specialist advisers for GHG emissions calculations
and independent certification bodies for GHG
emissions auditing, to improve data quality
• Bespoke support to prepare SBTi applications
Report Scope 1, 2 and 3 data
SBTi validated targets in place
Figures show percentage of companies by number as at 31 December. The 2023 figures exclude Valorem (exited in FY25). Where 2023 data is not provided a comparable is not available due to changes in data collection.
* Reflects the proportion of recommended governance policies implemented within each company, aggregated across the portfolio. Recommended policies include health and safety, anti-bribery and corruption, data
protection, cybersecurity, sanctions, whistleblowing, human rights, business continuity, anti-financial crime and anti-trust.
Sustainability continued
Our sustainability pathway guides companies
as they progress sustainability maturity during our ownership continued
Develop a materiality-based
sustainability strategy approved
by the board
A materiality-led sustainability strategy
enables the proactive management of key
risks and opportunities, aligned with the overall
business strategy. Formal approval ensures
strong senior executive buy-in, oversight and
accountability for delivery.
Engagement approach
• Supporting with the development of strategy
through review, sharing examples, and competitor
analysis
• Supporting with preparation of sustainability
reports through detailed review
Sustainability strategy in place
Sustainability report published
Fully embed sustainability
objectives in the organisation
By assigning responsibility to appropriate
leaders, portfolio companies establish clear
accountability for identifying sustainability-
related priorities, setting appropriate goals
and overseeing progress.
Engagement approach
• Ongoing engagement with portfolio company
senior executives on sustainability strategy
and targets
• Annual review of target progress
ESG-related remuneration objectives in place*
Climate-related risk actively managed
2025
2025
2024
2024
2023
2023
2025
2025
2024
2024
Put in place a Human Rights policy
in line with UN Guiding Principles
With many infrastructure sectors inherently
higher risk from a human rights perspective,
failure to assess and manage human and labour
rights risks across operations and supply chains
may expose companies to material risk.
Engagement approach
• Bespoke support to develop policies and value
chain assessment
Human Rights policy in place
Supplier Code of Conduct in place
2025
2024
2023
2025
2024
2023  N/A
2023
2023
Figures show percentage of companies by number as at 31 December. The 2023 figures exclude Valorem (exited in FY25). Where 2023 data is not provided a comparable is not available due to changes in data collection.
* Includes companies with a CEO in role as at 31 December 2025.
Risk report
 
The Company has continued to deliver
resilient performance during the year,
despite a challenging geopolitical and
macroeconomic environment.
Our consistent risk
governance framework
underpins our
delivery of long-term
sustainable returns.
Martin Magee
Chair, Audit and Risk Committee
While the majority of the portfolio has
performed in line with expectations, a
deterioration in financing conditions within
the German fibre roll-out sector resulted in
the Company’s investment in DNS:NET
being written down to zero. This is
discussed in further detail on page 35.
Across the listed infrastructure sector,
shares have continued to trade at discounts
to NAV, reflecting the impact of higher
interest rates, notwithstanding recent
reductions in base rates. This has restricted
listed infrastructure trusts from issuing new
shares and accessing new equity.
Net debt increased from £256 million to
£531 million during the year. The increase in
the RCF of £300 million, bringing total
committed credit facilities to £1.2 billion,
and the sale of TCR, which is expected to
complete in Q3 2026, is anticipated to
materially strengthen the Company’s
balance sheet and liquidity position.
In these circumstances, the Audit and Risk
Committee (the ‘Committee’) has worked
closely with the Investment Manager to
assess and understand the implications of
these developments on the Company’s
principal, key and emerging risks.
Actual and potential changes in the
macroeconomic environment were
considered at each Committee meeting
during the year. In particular, the impact of
evolving geopolitical events was analysed
and discussed in detail at the Committee’s
most recent meeting in April 2026.
The Company’s liquidity position was
monitored throughout the year, reflecting
its importance to the resilience of the
business model. In addition, the Board and
the Committee received regular market
insight from the Company’s brokers and
other advisers regarding trading conditions
for the Company’s shares.
The Committee oversees a comprehensive
risk management framework designed to
systematically identify, assess and monitor
the principal, key and emerging risks facing
the Company. This framework supports
informed decision making by the Board in
relation to performance, liquidity, capital
structure and the sustainability of the
Company’s business model.
Risk report continued
 
Risk framework
Risk-related reporting
Internal
External
• Monthly
management
accounts
• Internal and external
audit reports
• Service provider
control reports
• Risk logs
• Compliance reports
• Risk-related
reporting
• Risk appetite
• Viability statement
• Resilience
statement
• Internal controls
• Going concern
• Statutory/
accounting
disclosures
Despite the ongoing geopolitical and
economic challenges, the Company has
delivered good results during the year. This
performance reflects disciplined and
adaptive decision making, underpinned by
the consistent application of the Company’s
risk management processes. The Board
remains confident that this robust
framework is fundamental to maintaining
the Company’s strong long-term track
record.
During the year, the Committee and the
Investment Manager undertook the second
year of a three-year rolling programme of
risk reviews. This process is designed to
identify and assess the impact and
likelihood of the principal, key and
emerging risks relevant to the Company.
A number of risks were reassessed to reflect
developments during the year, and the
register of emerging risks was refreshed. As
a result, the risk register and risk matrix
were updated, and the alignment of the
identified principal risks with the Company’s
strategic objectives was reviewed. This
process is described in further detail on
page 61.
The following sections set out the
Company’s approach to risk identification
and management. They describe the
principal risks facing the Company, the
Committee’s assessment of their potential
impact on the Company and its portfolio in
the current environment, and the measures
in place to mitigate those risks.
Risk governance approach
The Board has overall responsibility for the
assessment of risk and for the Company’s
risk management framework. In doing so, it
seeks to maintain an appropriate balance
between risk mitigation and the delivery of
sustainable, long-term risk-adjusted returns
for shareholders. The Company’s approach
to risk management is underpinned by the
Board’s values of Integrity, Objectivity,
Accountability and Legacy.
The Committee oversees the design,
implementation and ongoing operation of
the risk management framework, including
the methodology and processes used to
identify, assess and manage risks. A key
objective of the Committee is to promote
a consistent approach to risk management
across the Company’s strategy, business
objectives, policies and procedures.
The Committee considers the most
significant current and emerging risks facing
the Company, drawing on a range of
quantitative and qualitative information.
This includes portfolio ‘vintage’ controls
that assess concentration by geography
and sector; regular reporting of financial
and non-financial KPIs and key risk
indicators (‘KRIs’) from the portfolio,
including leverage and sustainability
metrics; and detailed liquidity reporting.
Longer-term risks, together with new and
emerging risks, are assessed through the
Company’s structured risk review process.
The Company also places reliance on the
risk management frameworks operated by
the Investment Manager and other key
service providers, as well as on the risk
management practices in place at each
portfolio company.
Risk management reports are received
regularly from the Investment Manager
and other service providers. In addition,
members of the Investment Manager’s
team represent the Company on the boards
of portfolio companies, providing direct
oversight and insight that informs risk
identification, assessment and reporting.
Risk report continued
 
Risk appetite
The Committee reviews the Company’s risk
appetite on an annual basis and, during the
year, confirmed that it remained broadly
unchanged. The Company’s risk appetite is
considered in the context of the principal
risks set out on pages 64 to 67.
As an investment company, the Company
necessarily accepts investment risk in
pursuit of its objectives. The Company’s
appetite for investment risk is set out in the
Our business model section and the
Investment policy contained in this
document. All investments are made in
accordance with the Investment Manager’s
RI policy, which is a core component of the
Company’s approach to risk management.
In a competitive environment for new
investments, the consistent application of
investment discipline remains critical. The
Company has a low appetite for regulatory,
compliance and conduct-related risks and
seeks to manage environmental, social and
governance risks through its RI framework
and active ownership approach.
Investment discipline is applied equally to
investment and realisation decisions,
including the realisation of TCR during the
year. The Company’s investment
procedures are rigorous and
comprehensive, ensuring that both entry
and exit decisions are subject to robust
analysis and appropriate governance.
The Company’s target risk-adjusted return
objective of delivering 8% to 10% per
annum over the medium term remains
consistent with the underlying investment
cases of the current portfolio.
As the portfolio evolves, the range of
expected returns across individual
investments may broaden. This may include
a combination of higher risk / higher return
‘value-add’ investments and lower risk /
lower return ‘core’ investments. The
Company recognises that this could result
in greater variability in returns at an
individual asset level.
This potential volatility is mitigated through
diversification across sectors, geographies
and underlying economic risk exposures.
Reflecting the Company’s current liquidity
position, the focus during the year has been
on investing through the existing portfolio,
where the Board considers more attractive
risk-adjusted returns can be achieved than
through new platform investments.
Following the realisation of TCR the
Company maintained diversification
through a new investment in LMD.
The Company has deliberately constructed
a diversified portfolio while maintaining a
disciplined assessment of the risks faced by
its portfolio companies. The Committee
reaffirmed that the Company’s risk appetite
for core-plus infrastructure investments
remains unchanged and continues to align
with the Company’s investment mandate
and return objectives. Recent
macroeconomic uncertainty has tested the
appropriateness of the Company’s business
model and risk appetite; overall, the
portfolio has demonstrated resilience,
supported by diversification across
infrastructure subsectors and underlying risk
types. The benefit of diversification can be
seen in the resilience of the overall return to
the write-down of DNS:NET. The
Committee also considers the Company’s
risk appetite under a range of downside and
stressed scenarios, including prolonged
periods of market volatility, reduced
liquidity and higher interest rates.
The Company adopts a conservative
approach to capital management. It has no
appetite for permanent gearing, and the
achievement of its return objectives is not
dependent on the use of leverage. The
Company operates a flexible funding model
and has historically been an infrequent
issuer of new equity in the listed
infrastructure market.
During the year, the Company’s shares
traded at a discount to published net asset
value, limiting the ability to issue new equity
and increasing the importance of the RCF in
bridging the timing between investment,
realisation and cash generation from the
portfolio. The base £900 million RCF was
extended by a year and now matures in
June 2029. An additional £300 million
commitment under an accordion feature is
available until March 2027.
The Company seeks to limit the impact of
foreign exchange movements on net asset
value through a combination of euro-
denominated drawings under the RCF and
a foreign exchange hedging programme.
Risk report continued
 
Risk review process
The principal tools used by the Committee
to assess the Company’s appetite for key
risks are the risk register and the risk matrix.
The process for developing, reviewing and
updating the risk register and risk matrix is
described below, together with an
explanation of the Company’s appetite for
each of the key risks.
In addition to investment risk, which is
discussed above, the Company actively
manages and seeks to limit exposure to
other risks in order to maintain risk
exposures within acceptable parameters.
The Company’s risk review process includes
the regular monitoring of key strategic and
financial metrics that are considered
indicators of potential changes in the
Company’s overall risk profile.
Formal risk reviews are undertaken three
times a year, with the most recent review
conducted in April 2026. These reviews
consider a wide range of internal and
external factors, including, but not
limited to:
• infrastructure sector and broader market
overviews;
• key macroeconomic indicators and their
impact on the performance and valuation
of portfolio companies;
• regular updates on the operational and
financial performance of portfolio
companies;
• experience gained from investment and
divestment processes;
• compliance with regulatory obligations,
including climate-related regulations;
• analysis of new and emerging regulatory
initiatives;
• liquidity management;
• assessment of climate-related risks to the
portfolio, including physical, transition
and litigation risks;
• consideration of scenarios that could
impact the Company’s long-term
viability;
• assessment of emerging risks; and
• review of the Company’s risk log of
relevant incidents or issues arising during
the year.
The Committee uses the risk management
framework to identify, monitor and assess
both key and emerging risks, and to
evaluate changes in the Company’s risk
profile over time. The framework is
designed to manage, rather than eliminate,
the risk of failing to achieve the Company’s
objectives or of breaching its risk appetite.
Throughout the year, the Committee
monitors those key and principal risks that
have the potential to materially affect the
achievement of the Company’s strategic
objectives.
For each identified risk, the Committee
assesses both the likelihood of occurrence
and the potential impact, taking into
account the Company’s strategy and
business model. Risks are assessed over two
time horizons: within three years; and
beyond three years. The outcomes of this
assessment are reflected in the risk matrix.
Mitigating controls are identified for each
risk and their effectiveness is assessed.
Where appropriate, additional controls are
implemented and their operation reviewed
at subsequent Committee meetings.
The principal risks identified through this
process are considered in more detail as
part of the Company’s viability assessment.
This assessment evaluates a range of
plausible scenarios, including stressed
scenarios, that could arise if these risks were
to materialise. As an investment company,
the stressed scenarios focus primarily on
reduced cash flows from the investment
portfolio, which could result in debt
covenant breaches or the inability to meet
liabilities as they fall due.
Risk categorisation
The Committee uses the following categorisation to describe risks that are identified during the risk review process.
Emerging risks
Key risks
Principal risks
An emerging risk is one that may in future
be likely to have a material impact on the
performance of the Company and the
achievement of our long-term objectives,
but that is not yet considered to be a key
risk and is subject to uncertainty as to
nature, impact and timing.
A key risk is considered currently to
pose the risk of a material impact on
the Company. These are documented in a
risk register. Risks may be identified as
emerging risks and subsequently become
key risks. Identified key risks may cease
to be considered key risks over time.
The Committee maintains a risk matrix,
onto which all the key risks on the risk
register are mapped by impact and
likelihood. The principal risks are
identified on the risk matrix as those
with the highest combination of impact
and likelihood scores. These are
disclosed on pages 64 to 67 .
The Investment Manager models the impact
of these scenarios on the Company and
reports the results to the Committee. The
conclusions of this analysis are reflected in
the viability assessment included within this
Risk report.
Risk report continued
 
Review during the year
In November 2025, the Committee
reassessed the Company’s identified key
risks and considered whether any updates
were required to the list of emerging risks
facing the Company. This included a ‘blank
sheet of paper’ exercise, during which each
Director, together with selected members
of the Investment Manager’s team,
identified the most significant emerging
risks and discussed changes in the impact
and likelihood of the Company’s key risks.
The same risks were also considered over a
period beyond three years, together with
the Company’s risk appetite.
In December 2025, the Investment Manager
analysed the information gathered through
this process and documented both
emerging and key risks. Key risks were
scored for impact and likelihood over a
three-year period and plotted on a risk
matrix. Those risks with the highest
combined impact and likelihood were
identified as principal risks.
In January 2026, the Committee reviewed
the results of the risk scoring exercise and
made further refinements where
appropriate.
In April 2026, the Committee reviewed and
approved the updated risk register and risk
matrix, covering both the three-year and
beyond three-year assessment periods.
The Company’s portfolio benefits from a
relatively diverse spread of assets, and the
Committee considers it important that this
diversity is maintained as the portfolio
evolves through new investments,
realisations and syndications. Future
realisations and syndications are expected
to continue to shape the portfolio’s risk
profile in line with the Company’s strategy,
providing flexibility to manage exposure to
more sensitive assets and to adapt to
changes in underlying risk characteristics
over time.
The Committee remains confident that the
portfolio continues to exhibit defensive and
resilient characteristics and is well
positioned to benefit from accretive,
discretionary growth opportunities, as
highlighted in the Review from the
Managing Partner. Based on the analysis
undertaken during the year, the Committee
concluded that the Company’s current risk
appetite remains appropriate.
Emerging risks
As a long-term investor, the Company
considers both identified key risks, as set
out below, and emerging or longer-term
risks. The Company’s approach to risk
categorisation, including the definition of
emerging risks, is described on page 61.
The Board and the Investment Manager take
emerging risk considerations into account
when assessing portfolio performance and
evaluating new investment opportunities.
The objective is to identify potential risks
that can be mitigated, managed or, where
appropriate, transformed into opportunities.
Emerging risks are identified through a
range of activities, including engagement
with stakeholders, presentations to the
Board, attendance at industry events and
horizon scanning undertaken by the
Investment Manager.
As part of its ongoing risk oversight, the
Committee considers whether emerging
risks should be incorporated into the
Company’s risk register. The risk register is
treated as a ‘live’ document and is reviewed
and updated regularly to reflect new risks
and developments in existing risks.
Emerging risks considered during the year
were broadly consistent with those
identified in the prior year. These included
increasing deglobalisation and protectionist
trends, such as competition for critical
minerals and the imposition of trade tariffs;
evolving cyber security threats including
state-sponsored cyberattacks; opportunities
and risks associated with the use of AI tools;
regulatory and policy developments linked
to decarbonisation; geopolitical tensions;
and potential global trade and supply chain
disruption. In certain instances, emerging
risks are encompassed within broader key
risks, including market and economic risk.
Consideration of the emerging impact of
the conflict in the Middle East is discussed
on page 63.
Key risks
The Committee assesses key risks by
evaluating their potential impact and
likelihood using the Company’s risk matrix.
During the year, the Committee reviewed
all identified key risks in detail. Within this
population, those risks assessed to have the
greatest potential impact on the Company’s
strategy and business model were
designated as principal risks and are set out
in the Principal risks and mitigation table on
pages 64 to 67. The Risk report does not
seek to provide an exhaustive list of all risks
and uncertainties faced by the Company;
rather, it presents a focused overview of the
most significant key risks actively monitored
by the Board, together with the principal
mitigating controls and developments
during the year.
While the external risk environment evolved
over the course of the year, the underlying
principal risk areas faced by the Company
remained broadly consistent with the prior
year. These are described in the Principal
risks and mitigation table on pages 64 to 67,
which also includes commentary on
developments during the year and
examples of the material controls and
processes in place to manage these risks.
Changes in the assessment of impact and
likelihood resulted in minor adjustments to
the composition and relative weighting of
the Company’s principal risks compared
with the previous financial year.
Risk report continued
 
Market and economic risk was assessed as
the most significant risk facing the Company
and was considered to have increased
during the year. This risk encompasses the
potential impact of sustained inflationary
pressures, elevated or volatile interest rates,
fluctuations in commodity and energy
prices, supply chain disruption, the effects
of trade tariffs, and ongoing volatility in
capital markets, all of which may influence
pricing, valuations and portfolio
performance.
The conflict in the Middle East
The conflict is likely to impact 3iN’s
portfolio indirectly through energy
market disruption, higher inflation, and
economic uncertainty. While cost
pressures may affect some assets,
inflation-linked revenues and resilient
demand in essential infrastructure may
help offset downside risks.
The risk of poor investment performance
increased during the year, but following the
full write-down of DNS:NET the portfolio is
no longer exposed to further value
movements in that asset and this element 
of risk has crystallised.
The remaining underperforming asset, SRL,
is one of the smaller holdings in the
portfolio and therefore has a
proportionately limited impact on overall
performance. As a result, the risk of poor
investment performance was assessed to
have decreased at the year end.
Risks associated with liquidity management
were assessed to have decreased during
the year, reflecting the successful
divestment of TCR. Following completion,
the transaction is expected to move the
Company from a net debt to a net cash
position. This improves balance sheet
flexibility.
There were no material changes to the
assessment of the remaining principal risks
during the year.
Fraud and cyber risk
During FY26, information security and
cybersecurity remained a key area of focus,
reflecting the increasing frequency and
sophistication of high-profile external
attacks and escalating nation-state activity.
In October 2025, the UK Government wrote
to CEOs and Chairs of FTSE 350 companies
emphasising that cybersecurity should be
treated as a board-level responsibility.
The Company remains vigilant to the
evolving landscape of cyber, fraud and
other technology-related threats that could
disrupt operations, compromise data or
adversely affect reputation. Oversight of
these risks is supported by the Investment
Manager’s established fraud risk
assessment processes and anti-fraud
framework, together with regular reporting
to the Board and the Committee.
This framework combines preventative and
detective controls, including proactive fraud
risk reviews led by the Investment
Manager’s Internal Audit function,
mandatory training programmes designed
to enhance awareness and vigilance, and
access for all staff to an independent
confidential reporting service (the ‘hotline’).
Cybersecurity risk management focuses on
identifying and mitigating threats arising
from both internal and external sources,
including third-party fraud, ransomware and
phishing attacks. This is supported by
regular staff training, ongoing awareness
initiatives and the deployment of
appropriate IT security tools and controls.
The Investment Manager also maintains
detailed business continuity and disaster
recovery plans, which are periodically
reviewed and tested to ensure
preparedness for significant disruption
events.
In addition, key service providers are
required to notify the Company promptly of
any material cyber or data security
incidents, enabling timely assessment and
response where necessary.
Climate risk
Climate risk includes both physical risks,
such as extreme weather, heat stress and
flooding, and transition risks linked to the
shift to a low-carbon economy, including
regulatory, technological and market
developments. These are assessed across
multiple time horizons and scenarios to
understand potential portfolio impacts.
Failure to identify and manage these risks
could affect asset performance, resilience
and long-term value, as well as create
reputational risk. Physical risks may also
impact asset integrity, operations and
workforce safety. While uncertainty remains
around the pace of change, the Committee
recognises climate risk as both a key
consideration and an investment theme.
Climate-related regulatory risk is assessed
within legal, tax and compliance risk. During
the year, the Committee considered the EU
Omnibus I package, which simplifies and
reduces the scope of CSRD and Corporate
Sustainability Due Diligence Directive
(‘CSDDD’), with implementation ongoing.
The reporting burden for parts of the
portfolio is expected to reduce.
Climate-related risks, both physical and
transition, are also viewed as sources of
opportunity across the portfolio. At present,
no risks have been identified that would
elevate climate risk to a principal risk
classification. Transition risks include
potential accelerated decommissioning of
oil and gas infrastructure affecting Tampnet
and ESVAGT, while opportunities include
carbon capture developments. Physical
risks, such as drought and flooding, may
affect feedstock supply and quality for
Future Biogas, for example. While the
precise potential impact is difficult to
quantify, conservative assumptions for
feedstock disruption have been
incorporated into investment cases,
alongside contingency planning for
construction and operational activities to
address flood risk.
Risk report continued
Principal risks and mitigations
Our Strategic priorities
Maintain balanced
portfolio
Disciplined
approach
Manage portfolio
intensively
Efficient
balance sheet
Sustainability
key driver
External
Principal risk
Risk description
Risk mitigation
Developments in the year
M
a
r
k
e
t
/
e
c
o
n
o
m
i
c
Market/economic
• Macroeconomic or market volatility
impacts general market confidence and
risk appetite which flows through to pricing,
valuations and portfolio performance
• Fiscal tightening impacts market
environment
• Risk of sovereign default lowers market
sentiment and increases volatility
• Misjudgement of inflation and/or interest
rate outlook
• Resources and experience of the
Investment Manager on deal-making,
asset management and hedging
solutions to market volatility
• Periodic legal and regulatory updates on the
Company’s markets and in-depth market
and sector research from the Investment
Manager and other advisers
• Portfolio diversification to mitigate the
impact of a downturn in any geography,
sector or portfolio company-specific effects
• The permanent capital nature of an
investment trust allows us to look through
market volatility and the economic cycle
• Middle East tensions pose indirect risks to
3iN via inflation, higher energy costs,
economic slowdown, elevated interest rates,
market volatility, and increased focus on
energy security
• Foreign exchange exposures at the
portfolio company level monitored
and hedged where appropriate
• The Company’s share price traded below
NAV during the year and this restricted
the Company’s ability to raise new capital
• Private equity market valuations typically
less affected than public equity market
valuations during periods of significant
public market volatility
Risk exposure
movement in
the year
Increased
Link to Strategic
priorities
Manage portfolio
intensively
Competition
• Increased competition for the acquisition
of assets in the Company’s strategic
focus areas
• Deal processes become more competitive
and prices increase
• New entrants compete with a lower cost
of capital
• Continual review of market data
and review of Company return target
compared to market returns
• Ongoing analysis of the competitor
landscape
• Origination experience and disciplined
approach of the Investment Manager
• Strong track record and strength of
the 3i Infrastructure brand
• Realisation of TCR at a c.50% premium to the
March 2025 valuation, before the TCR sale
process was initiated
• Investment of £116 million in the existing
portfolio during the year plus an
approximate €301 million or £262 million 
investment commitment to the Lefdal Mine
Datacenter demonstrates 3iN’s ability to
source highly attractive assets off-market
Risk exposure
movement in
the year
No significant
change
Link to Strategic
priorities
Disciplined approach
Risk report continued
Principal risks and mitigations continued
Our Strategic priorities
Maintain balanced
portfolio
Disciplined
approach
Manage portfolio
intensively
Efficient
balance sheet
Sustainability
key driver
External continued
Principal risk
Risk description
Risk mitigation
Developments in the year
Continuing discount to NAV
• The Company’s share price continues
to trade at a discount to NAV
• This restricts the ability to raise new equity
which reduces the ability to support the
portfolio or take advantage of new
investment opportunities and can cause
shareholder dissatisfaction
• Regular review of the level of discount
or premium relative to the listed
infrastructure sector
• Clear communication to investors on
strategy, performance and outlook
• Regular engagement with shareholders and
consideration of shareholder feedback
• Deliver strong returns to build
investor confidence
• Consider ways to enhance share price
performance through effectiveness of
marketing and other measures
• The Company’s brokers are in regular
contact with existing shareholders and
prospective new investors
• Validation of NAV through sale of TCR at a
c.50% premium to pre-transaction valuation
• Ongoing withdrawal of liquidity from
listed infrastructure sector puts pressure
on share prices
• Discount is smaller than listed
infrastructure comparables
 
Risk exposure
movement in
the year
No significant
change
Link to Strategic
priorities
Maintain balanced
portfolio
Efficient balance
sheet
Operational
Principal risk
Risk description
Risk mitigation
Developments in the year
Loss of senior Investment
Manager staff
• Members of the deal team at the Investment
Manager leave, and ‘deal-doing’ and
portfolio management capability in the
short to medium term is restricted
• Strength and depth of the senior team
and strength of the 3i Group brand
• Performance-linked compensation packages,
including an element of deferred
remuneration
• Notice periods within employment contracts
• Careful management and robust planning
of senior management transition
• The Investment Manager’s team has
strength and depth with recruitment at junior
levels and promotions through the team
 
Risk exposure
movement in
the year
No significant
change
Link to Strategic
priorities
Maintain balanced
portfolio
Sustainability
key driver
Risk report continued
Principal risks and mitigations continued
Our Strategic priorities
Maintain balanced
portfolio
Disciplined
approach
Manage portfolio
intensively
Efficient
balance sheet
Sustainability
key driver
Operational continued
Principal risk
Risk description
Risk mitigation
Developments in the year
Management of liquidity
• Failure to manage the Company’s liquidity,
including cash and available credit facilities
• Insufficient liquidity to pay dividends
and operating expenses or to make
new investments or support portfolio
companies
• Hold excessive cash balances, introducing
cash drag on the Company’s returns
• Regular reporting of current and
projected liquidity
• Investment and planning processes
consider sources of liquidity
• Flexible funding model, where liquidity
can be sought from available cash balances
including reinvestment of proceeds from
realisations, committed credit facilities which
can be increased with approval from our
lenders, and the issue of new share capital
• Growth opportunities can be part or
fully funded by portfolio company cash
balances and/or available debt facilities
• The Company has access to a £1.2 billion
RCF with £300 million maturing in March
2027 and £900 million maturing in June 2029. 
Total liquidity of £669 million comprised cash
and deposits of £ 4 million and undrawn
facilities of £665 million at 31 March 2026
• In the near term, completion of the TCR sale
is expected to repay the RCF in full and
provide sufficient liquidity to support new
investments. Proforma net cash after
committed deals is £201 million.
• Access to the equity capital markets was
limited as a result of share price declines
in the listed infrastructure investment trust
sector and this restricted the Company’s
ability to raise new capital
 
Risk exposure
movement in
the year
Decreased
Link to Strategic
priorities
Disciplined approach
Efficient balance
sheet
Deliverability of return target
• Failure to ensure the investment strategy
can deliver the return target and dividend
policy of the Company
• Failure to adapt the strategy of the
Company to changing market conditions
• Market returns are reviewed regularly
• The Investment Manager and other
advisers to the Company report on
market positioning
• Investment process addresses expected
return on new investments and the impact
on the portfolio
• Consideration of megatrends in the
investment process
• Consideration of risks, including
sustainability and climate risks, in the
investment process
• Total return for the year of 8.5% in line with
the target return of 8%-10% per annum
• FY26 dividend of 13.45 pence per share,
6.3% higher than the previous year
 
Risk exposure
movement in
the year
No significant
change
Link to Strategic
priorities
Maintain balanced
portfolio
Sustainability
key driver
Risk report continued
Principal risks and mitigations continued
Our Strategic priorities
Maintain balanced
portfolio
Disciplined
approach
Manage portfolio
intensively
Efficient
balance sheet
Sustainability
key driver
Investment
Principal risk
Risk description
Risk mitigation
Developments in the year
Security of assets
• An incident, such as a cyber or terrorist attack
• Unauthorised access, use, disclosure,
modification or destruction of information
and/or operating systems
• Regulatory and legal risks from failure
to comply with cyber-related laws and
regulations, including data protection
• Regular review of the Company and key
service providers
• Regular review and update of cyber
due diligence for potential investments
• Review of portfolio companies for cyber
risk management and incident readiness
• Established governance and reporting
processes, including incident escalations
and breach reporting
• Ongoing focus on IT security and staff
training including utilisation of specialist
advisers by the key service providers
• Continued programme of phishing and
penetration testing and review of disaster
recovery plans in the year
• Portfolio company boards continued to focus
on cyber risk management. While some
portfolio companies encounter fraud
attempts (with occasional success), none
have materially impacted our companies
 
Risk exposure
movement in
the year
No significant
change
Link to Strategic
priorities
Maintain balanced
portfolio
Sustainability
key driver
Poor investment performance
• Misjudgement of the risk and return
attributes of a new investment
• Material issues at a portfolio company
• Poor judgement in the realisation of an asset
• Robust investment process with
thorough challenge of the investment
case supported by detailed due diligence
• Investment Manager’s active asset
management approach, including proactive
management of issues arising at portfolio
company level
• Monthly portfolio monitoring to identify
and address portfolio issues promptly
• Experience of the Investment Manager’s
team in preparing for and executing
realisations of investments
• Resilient performance from the portfolio
overall
• Write-down of the value of DNS:NET and
material reduction in the value of SRL. As
these were the most underperforming
assets, this reduced the near-term risk of
poor investment returns from the portfolio
• Active asset management including
implementing changes in the leadership
team and the reassessment of strategy
at portfolio companies as and when
appropriate
• Progress by portfolio companies along
their sustainability pathways
 
Risk exposure
movement in
the year
Decreased
Link to Strategic
priorities
Maintain balanced
portfolio
Sustainability
key driver
Risk report continued
Resilience
Our resilience comes from the effective
implementation of our business model,
described on pages 15 to 21. Key elements
of our business model relating to resilience
include the Investment Manager’s disciplined
approach to new investment and active asset
management, the defensive characteristics
of our portfolio of investments, high
sustainability standards, our flexible funding
model and efficient balance sheet, and the
capability of the Investment Manager’s team.
This is underpinned by the strong
institutional culture and values of our
Investment Manager, high standards
of corporate governance, and effective
risk management.
Over the life of the Company, the
Investment Manager has built a resilient
and diversified portfolio with good growth
potential and downside protection that
delivers an attractive mix of income yield
and capital appreciation for shareholders.
This has been achieved through consistent
delivery of our strategic priorities,
described on page 22.
Short-term resilience
The Directors assess the Company’s short-
term resilience through monitoring
portfolio, pipeline and finance reports.
These are prepared monthly, and discussed
at quarterly scheduled Board meetings and
Board update calls held between scheduled
meetings. Six-monthly detailed investment
reviews are prepared by the Investment
Manager and discussed with the Board, as
part of the half-yearly and annual valuation
and reporting processes. These reviews
describe sources of risk at portfolio
company level, and mitigating actions
being taken or considered.
The resilience of key suppliers, including
the Investment Manager, is considered
annually, or more frequently if appropriate.
The Audit and Risk Committee is provided
with relevant extracts of reports from
the Investment Manager’s internal audit
team, which includes an annual report
on the Investment Manager’s European
infrastructure investment team. Further
detail is included in the Governance
section on page 94.
The Directors manage the Company’s
liquidity actively, reviewing reports on
current and forecast liquidity from the
Investment Manager, alongside
recommendations for seeking additional
liquidity when appropriate. During the year,
the base £900 million RCF was
extended and now matures in June 2029.
Further discussion on the RCF can be
found in the Financial review on page 45.
The identification of material uncertainties
that could cast significant doubt over the
ability of the Company to continue as a
going concern forms the basis of the
Going concern statement below.
Going concern
The Company’s business activities, together
with the factors likely to affect its future
development, performance and position
are set out in the Strategic report and in the
Financial statements and related Notes to
the Annual report and accounts to 31 March
2026. The financial position of the
Company, its cash flows, liquidity position
and borrowing facilities are also described
in the Financial statements and related
Notes to the accounts.
In addition, Note 9 to the accounts includes
the Company’s objectives, policies and
processes for managing its capital, its
financial risk management objectives,
details of its financial instruments and
hedging activities, and its exposures to
credit risk and liquidity risk.
The Directors have made an assessment
of going concern, taking into account the
Company’s cash and liquidity position,
current performance and outlook, which
considered the impact of the current
inflationary and interest rate environment,
using the information available up to the
date of issue of these Financial statements.
The Company has liquid financial resources
and a strong investment portfolio, providing
a predictable income yield and an
expectation of medium-term capital growth.
The Company manages and monitors
liquidity regularly, ensuring that it is sufficient.
At 31 March 2026, liquidity remained strong
at £669 million (2025: £644 million). Liquidity
comprised cash and deposits of £4 million
(2025: £4 million) and undrawn facilities of
£665 million (2025: £640 million). The
£900 million base RCF matures in June
2029, beyond 12 months of the date of this
report. The £300 million commitments
under the RCF accordion mature in March
2027.
Risk report continued
The Company signed an agreement in
March 2026 for the sale of its investment in
TCR with expected proceeds of
€1,140 million. Completion remains subject
to customary regulatory approvals only and
is anticipated in Q3 2026.
The Company had one contracted
investment commitment of €319 million at
31 March 2026 relating to 3i Managed
Infrastructure Acquisitions II LP which is the
entity set up to acquire a majority stake in
the Lefdal Mine Datacenter and a small
portfolio of operating renewable assets
(2025: nil). Of this commitment,
approximately €301 million or £262 million
relates to the investment commitment to
the Lefdal Mine Datacenter. The Company
also expects to make follow-on investments
in portfolio companies to fund growth
opportunities.
The Company had ongoing charges of
£53 million in the year to 31 March 2026,
detailed in Table 7 in the Financial review,
which are indicative of the ongoing run
rate in the short term (2025: £53 million). In
addition, the FY26 performance fee of
£4 million (2025: £18 million) is due in three
equal instalments, with the first instalment
payable in the next 12 months along with
the second instalment of FY25’s
performance fee and the third instalment of
FY24’s performance fee, and a proposed
final dividend for FY26 of £62 million which
is expected to be paid in July 2026.
Although not a commitment, the Company
has announced a dividend target for FY27
of 14.30 pence per share. Income and non-
income cash is expected to be received
from the portfolio investments during the
coming year, some of which will be required
to support the payment of this dividend
target and the Company’s other financial
commitments.
The Directors have acknowledged their
responsibilities in relation to the Financial
statements for the year to 31 March 2026.
After making the assessment on going
concern, the Directors considered it
appropriate to prepare the Financial
statements of the Company on a going
concern basis.
The Company has sufficient financial
resources and liquidity and is well-positioned
to manage business risks in the current
economic environment and can continue
operations for a period of at least 12
months from the date of this report. This
is supported by the scenario analysis and
stress testing described in the medium-
term resilience section and the Viability
statement. Accordingly, the Directors
continue to adopt the going concern basis
in preparing the Annual report and accounts.
Medium-term resilience
The assessment of medium-term resilience,
which includes modelling of stressed
scenarios and a reverse stress test,
considers the viability and performance of
the Company in the event of specific
stressed scenarios, which are assumed to
occur over a three-year horizon. This stress
testing forms the basis of the Viability
statement.
The Directors consider that a three-year
period to March 2029 is an appropriate
period to review for assessing the Company’s
viability. This reflects greater predictability
of the Company’s cash flows over that time
period and is aligned to the Company’s risk
review cycle. There is increased uncertainty
surrounding economic, political and
regulatory changes over the longer term.
The stress testing focuses on the principal
risks, but also reflects those new and
emerging risks that are considered to be
of sufficient importance to require active
monitoring by the Audit and Risk Committee.
The scenarios used are described in the
Viability statement. The medium-term
resilience of the Company is assessed
through analysing the impact of these
scenarios on key metrics such as total return,
income yield, net asset value, covenants
on the RCF and available liquidity.
Viability statement
The Directors consider the medium-term
prospects of the Company to be favourable.
The Company has a diverse portfolio of
infrastructure investments, producing good
and reasonably predictable levels of income
which cover the dividend and costs. The
defensive nature of the portfolio and of the
essential services that the businesses in
which we invest provide to their customers,
are being demonstrated in the current
climate. The Investment Manager has a
strong track record of investing in carefully
selected businesses and of driving value
through an active asset management
approach. The Directors consider that
this portfolio can continue to meet the
Company’s objectives.
The Directors have assessed the viability
of the Company over a three-year period
to March 2029. The Directors have taken
account of the current position of the
Company, including its liquidity position,
with £4 million of cash and £665 million of
undrawn credit facilities, and the principal
risks it faces, which are documented in the
Principal risks and mitigations table on
pages 64 to 67.
Risk report continued
The Directors have considered the potential
impact on the Company of a number of
scenarios in addition to the Company’s
business plan and recent forecasts, which
quantify the financial impact of the principal
risks occurring. These scenarios represent
severe yet plausible circumstances that the
Company could experience, including a
significant impairment in the value of the
portfolio and a reduction in the cash flows
available from portfolio companies from
a variety of causes.
The assessment was conducted over
several months, during which the proposed
scenarios were evaluated by the Board,
the assumptions set, and the analysis
produced and reviewed. Analysis included
the impact of a prolonged liquidity
constraint for the Company resulting from
not being able to sell assets or raise equity
due to unfavourable market conditions.
Other considerations included the possible
impact of climate-related events and
transition risks, widespread economic
turmoil, escalating geopolitical conflicts,
a tightening of debt markets and the
failure of a large investment.
The assumptions used to model these
scenarios included: a fall in value of up
to 30% for some or all of the portfolio
companies; a full write-down of a large
asset; a reduction in cash flows from
portfolio companies; a reduction in the
level of new investment and/or realisations;
the imposition of additional taxes on
distributions from or transactions in
the portfolio companies; an increase
in the cost of debt by up to 3.0% and
restriction in debt availability; a sustained
devaluation in sterling increasing the
liquidity requirements for the hedging
programme and an inability for the
Company to raise new equity. The
implications of changes in the inflation,
interest rate and foreign exchange
environment were also considered,
separately and in combination.
The results of this assessment showed that
the Company would be able to withstand
the impact of these scenarios occurring over
the three-year period. The Directors also
considered scenarios that would represent
a serious threat to its liquidity and viability
in that time period.
These scenarios were considered to be
remote, such as markets closed to new
equity issue, a fall in equity value of the
portfolio of more than 40% while being
fully drawn on the RCF, or an equivalent
fall in income.
In such circumstances additional options
may be available to mitigate the impact
on the Company’s liquidity and cash
flow including:
(i) sell assets
(ii) reductions in operating and capital
expenditure or raising additional debt
at portfolio company level to fund
distributions to the Company
(iii) extension of debt facilities
(iv) the potential to raise additional
funds from other sources
Based on this assessment, the Directors
have a reasonable expectation that the
Company will be able to continue in
operation and meet its liabilities as
they fall due over the three-year period
to March 2029.
Long-term resilience
As described above, the long-term
resilience of the Company, beyond the
Viability statement period, comes from
the effective implementation of our
business model and consistent delivery
of our strategic objectives.
Our approach to origination and portfolio
construction, focus on price discipline,
and active asset management
approach enable us to adapt in response
to new and emerging risks and challenges,
including climate change and
developments in megatrends.
The characteristics that are commonly
found across our portfolio, described
on page 14, support the long-term
resilience of the Company.
The underlying megatrends supporting
the longer-term resilience of each portfolio
company are identified in the Megatrends
section on page 25.
We have a long-term investment time horizon
made possible by our permanent capital base
that is unconstrained by the fixed investment
period and fundraising cycle seen in private
limited partnership funds.
Although the scenarios and stress testing to
support the Viability statement are modelled
over a three-year time horizon, the resilience
shown by the Company, and its ability to
recover from these stressed situations,
supports the assessment of our resilience
over a longer term than three years.
Directors’ duties
Section 172 statement
 
The Company adheres to the AIC
Corporate Governance Code (the ‘AIC
Code’), which is endorsed by the Financial
Reporting Council (‘FRC’) and supported by
the Jersey Financial Services Commission
(‘JFSC’). This enables the Company to
report on matters set out in section 172
of the Companies Act 2006 (‘s172’) to the
extent they do not conflict with Jersey law.
We recognise that our business can only
grow and prosper by acting in the long-
term interests of our key stakeholders,
and that a good understanding of the
issues affecting stakeholders should be
an integral part of the Board’s decision
making process. The insights that the
Board gains through the stakeholder
engagement mechanisms it has in place
form an important part of the overall
context for all the Board’s discussions
and decision making processes.
The likely consequences
of any decision in the
long term
Our purpose and strategy, combined with the
responsible investment approach of the Investment
Manager, focus on achieving long-term success.
Read more
Pages 5 , 22
and 50
The interests of the
company’s employees
While we do not have any employees, our purpose
includes the intention to have a positive influence
on our portfolio companies and their stakeholders,
which includes the employees of those portfolio
companies.
Read more
Page 53
The need to foster
the company’s business
relationships with suppliers,
customers and others
We engage with all our stakeholders, whether
directly or through the Investment Manager, in an
open and transparent way to foster strong business
relationships.
Read more
Pages 83 to 86
The impact of the
company’s operations
on the community and
the environment
As owners of infrastructure businesses with majority
or significant minority holdings and representation
on their boards, we recognise our ability to
influence our portfolio companies to ensure they
act responsibly.
Read more
Pages 50 to 57
The desirability of
maintaining a reputation for
high standards of business
conduct
Our success relies on maintaining a positive
reputation, and our values and ethics are aligned to
our purpose, our strategy and our ways of working.
Read more
Pages 16 , and
79 to 86
The need to act fairly
towards members
of the company
The Board actively engages with its shareholders
and considers their interests when implementing
our strategy.
Read more
Pages 83 to 86
Pages 83 to 86 set out how stakeholder interests have influenced decision making.
This Strategic report, on pages 1 to 71 , is approved by order of the Board.
Authorised signatory
3i plc
Company Secretary
11 May 2026
As an externally managed investment
trust, the Company has no employees or
customers and its key stakeholders are
its shareholders, service providers (most
notably the Investment Manager), portfolio
companies, lenders, and government
and regulatory bodies.
Day-to-day engagement with our
stakeholders is principally managed by
the Investment Manager, although, where
appropriate, the Directors have direct
touchpoints with stakeholders during
the year.
Pursuant to s172, a director of a company
must act in a way they consider, in good
faith, would be most likely to promote the
success of the company for the benefit of
its members as a whole, and in doing so
have regard to the following factors:
3i Infrastructure plc Annual report and accounts 2026
72
Governance
Strong governance
supporting long-term
value creation
ESVAGT
Page 26
Introduction to Governance
On behalf of the Board, I am
pleased to present the Company’s
Strong governance including
effective succession planning
underpins sustainable
long-term value creation.
Richard Laing
Chair, 3i Infrastructure plc
Governance report for the financial
year ended 31 March 2026 .
The following pages of this report provide an insight into
the activities of the Board and its Committees over the year,
and how corporate governance underpins and supports
our business and the decisions we make. Over the years,
the Company has built a strong and robust governance
structure which has proven to be invaluable during times
of economic and political uncertainty.
The Board’s focus throughout the year has been the
continued pursuance and delivery of the Company’s
strategic objectives, while remaining responsive to
a changing business environment.
The changes to the composition of the Board made last
year are now fully embedded and, following a successful
recruitment process, a new independent non-executive
director and Chair Designate, Andrew Sykes, will join the
Board later in the year, as part of a long-term succession
programme.
I would like to thank my fellow Board members for their
continued support, contribution and commitment.
Richard Laing
Chair, 3i Infrastructure plc
11 May 2026
Board leadership
Board of Directors
From left to right
Martin Magee
Lisa Gordon
Stephanie Hazell
Richard Laing
Jennifer Dunstan
Milton Fernandes
Board leadership continued
Board of Directors continued
 
Chair
Richard Laing
Appointed January 2016. Chair of
the Nomination, Disclosure, and
Management Engagement
Committees, and member of
the Remuneration Committee.
Skills and experience
contributing to the Board
• Experienced non-executive
Director and senior executive
with broad strategic insights
• Long-standing experience
of investing in
international infrastructure
• Deep knowledge of
investment companies
• As a previous CFO, understands
complex financial and
funding matters
• Fellow of the Institute of
Chartered Accountants
in England and Wales
Current roles
• Non-executive Director of
Tritax Big Box REIT plc
Past roles
• Non-executive Director of JP
Morgan Emerging Markets
Investment Trust plc
• Trustee and Deputy Chair of
Leeds Castle Foundation and
Trustee of Leeds Castle
Retirement Benefit Scheme
• Non-executive Director and
Chair of Perpetual Income and
Growth Investment Trust plc
• Non-executive Director of
Murray Income Trust plc
• Non-executive Director and Chair
of Miro Forestry Company Limited
• 11 years at CDC Group plc with the
last seven years as Chief Executive
• 15 years at De La Rue, latterly as
Group Finance Director
Senior Independent Director
Stephanie Hazell
Appointed September 2022.
Chair of the Remuneration
Committee, member of the
Audit and Risk, Management
Engagement, Nomination,
and Disclosure Committees.
Skills and experience
contributing to the Board
• Over 25 years of experience
across energy, infrastructure
and telecoms sectors
• Broad non-executive
Director experience
Current roles
• Non-executive Director of Extra
MSA Services Ltd
• Non-executive Director
and Chair of Remuneration
Committee of Renew
Holdings plc
Past roles
• Non-executive Director of
Open Utility Limited (Piclo) 
• Non-executive Director of
Neos Networks Limited
• Non-executive Director of
North Sea Midstream Partners
Limited (Jersey)
• Advisory Board Member for
Shell New Energy
• Director, Strategy and Corporate
Development, ExCo Member of
National Grid
• Various senior positions at
Virgin Management
• Various senior positions at
Orange Group
• Principal Consultant, Telecoms
and Media at PwC
Independent non-executive Directors
Martin Magee
Appointed July 2023. Chair of the
Audit and Risk Committee and
member of the Management
Engagement, Nomination,
Remuneration and Disclosure
Committees.
Skills and experience
contributing to the Board
• As a previous Finance Director,
understands complex financial
and funding matters
• Extensive executive experience
across various sectors
• Broad non-executive
Director experience
• Member of the Institute of
Chartered Accountants
of Scotland
Current roles
• None
Past roles
• Non-executive Director and
Audit Chair of Jersey Post
International Ltd 
• Finance Director and Executive
Director of Jersey Electricity plc
• Director of Channel Islands
Electricity Grid Limited
• Non-executive Chair of
Aberdeen Standard Capital
Wealth Offshore Strategy
Fund Limited
• Various senior executive
positions at Scottish Power and
Stakis plc (now part of the
Hilton Group)
Milton Fernandes
Appointed July 2024. Member of
the Audit and Risk, Management
Engagement, Nomination,
Remuneration, and Disclosure
Committees.
Skills and experience
contributing to the Board
• As a previous Chief Financial
Officer and Managing Director,
understands complex financial
and funding matters
• Extensive executive experience
in infrastructure investment
• Broad non-executive Director
experience
• Fellow of the Institute of
Chartered Accountants in
England and Wales
Current roles
• Director, ArcCap Holdings
Limited
• Trustee of Action Against
Hunger UK
Past roles
• Chief Financial Officer and
Managing Director of Infracapital
• Chief Financial Officer of Innisfree
Limited, a specialist infrastructure
PFI/PPP investor
• Senior manager in the Audit and
Assurance group in EY
Lisa Gordon
Appointed March 2025. Member
of the Audit and Risk, Management
Engagement, Nomination,
Remuneration, and Disclosure
Committees.
Skills and experience
contributing to the Board
• 30 years of wide-ranging board
experience, in both executive
and non-executive roles at both
listed and private companies
• Strong investment, mergers and
acquisitions, and corporate
restructuring experience
• Early background in
financial services
Current roles
• Chair of UK investment bank,
Cavendish plc
• Non-executive Director of JP
Morgan UK Small Cap Growth
and Income plc
• Non-executive Director of Magic
Light Pictures Limited
• Board Adviser to Fulcrum Asset
Management LLP
• Member of the Capital Markets
Industry Taskforce
Past roles
• Non-executive Director of Alpha
Group  International plc
• Non-executive Director of
M&C Saatchi plc
• Non-executive Director of Albert
Technologies plc
• Non-executive Director of
Future plc. 
• Co-founder and the Corporate
Development Director of Local
World plc
• Chief Operating Officer of
Yattendon Group plc
• Director of Corporate Development
of Chrysalis Group plc
Non-executive Director
Jennifer Dunstan
Appointed July 2023 as 3i Group
nominated Director. Member of
the Nomination Committee.
Skills and experience
contributing to the Board
• Valuable experience and insight
into the assessment of new
investments and management
of portfolio companies, as well
as fundraising
• Experienced non-executive
Director across sectors, continents
and ownership models
• Significant experience as an
investor leading major deals
Current roles
• 3i Group Partner - Head of Fund
Investor Relations
• Co-founder, non-executive
Director and past Chair of
WPEI Limited (Level 20)
• Non-executive Director of
AUFI Limited
Past roles
• Partner in 3i’s Private Equity
business, active investor and
experienced board member of a
variety of companies
• Trustee of The Fred Hollows
Foundation (UK)
• Nine years at Terra Firma Capital
Partners as an investor and
board member of a number
of companies
• Managing Director of Nomura’s
Principal Finance Group (PFG)
• Solicitor Allen, Allen & Hemsley
in Sydney and London
Board leadership continued
Investment Management team
 
From left to right (back):
Thomas Fodor :
Aaron Church:
Oscar Tylegard :
Tim Short
From left to right (front):
James Dawes
Anna Dellis
Bernardo Sottomayor
Board leadership continued
Investment Management team continued
 
Managing Partner
Bernardo Sottomayor
Joined 3i Group in 2015. Managing Partner and
Co-Head of European Infrastructure since July 2022
and sole Head of European Infrastructure since
February 2025.
Current roles
• Member of 3i Group’s Executive Committee,
Investment Committee and Group Risk Committee
• Led or co-led investments by the Company in
Joulz, TCR, Infinis, Attero, Alkane Energy, Ionisos
and SRL Traffic Systems
• Non-executive Director of TCR and Tampnet
Past roles
• Over 27 years’ experience of investing
and advising in infrastructure
• Partner at Antin Infrastructure, which managed funds
investing in infrastructure opportunities across Europe
• Managing Director, Head of Acquisitions for
Deutsche Bank’s European infrastructure fund
• Head of M&A at Energias de Portugal public
utilities company
• M&A advisory with UBS and Citigroup
CFO
James Dawes
Joined 3i Group in 2016. CFO of 3i’s
infrastructure business. Fellow Chartered
Management Accountant.
Current roles
• Performs CFO duties for 3i Infrastructure
• Manages the operational, financial and reporting
requirements for 3i Group’s infrastructure business
Past roles
• Finance Director of LGV Capital from 2007 to 2015
• Senior finance roles with Legal & General
Investment Management
Partners
Aaron Church
Joined 3i Group in 2013 and is a partner in the
European infrastructure business.
Current roles
• Focuses on origination, execution and asset
management of economic infrastructure investments
• Extensive infrastructure investing experience across
the transport, utilities, energy and waste sectors
• Senior deal team member on the acquisitions of
Joulz, Attero, Tampnet, Infinis and ESVAGT,
and the sale of Attero and the Oystercatcher
European terminals
• Non-executive Director of Joulz and Ionisos
Past roles
• Infrastructure investor at HRL Morrison & Co
in Europe and Australasia
• Started career at Boston Consulting Group
Anna Dellis
Joined 3i Group in 2006 and is a partner in the
European infrastructure business. Fellow of the
Institute of Chartered Accountants in England
and Wales.
Current roles
• Focuses on asset management for the European
infrastructure business
• Transaction experience includes the acquisition of
Oystercatcher’s European and Singapore terminals
and investments in Elenia and Eversholt Rail
• Non-executive Director of Advario Singapore
and ESVAGT
• Advisory Board member at DNS:NET Holdings
GmbH
Past roles
• Infrastructure finance advisory and assurance at PwC
Partners
Thomas Fodor
Joined 3i Group in 2016 and is a partner in the
European infrastructure business.
Current roles
• Leads investor relations and fundraising across
3i’s European infrastructure business
• First point of contact for shareholders
in 3i Infrastructure plc
• Oversees co-investment activities in the
3i Infrastructure portfolio
• Led the sale of Valorem
Past roles
• Private Capital Advisory at HSBC
• Started career at Lehman Brothers
Tim Short
Joined 3i Group in 2007 and is a partner in the
European infrastructure business.
Current roles
• Focuses on the origination, execution and debt
financing of infrastructure investments
• Transaction experience includes the acquisitions and
financing of Attero, Elenia, ESVAGT, FLAG, Infinis,
Ionisos, Joulz, Oystercatcher, Tampnet, TCR, Wireless
Infrastructure Group (‘WIG’) and Future Biogas
• Non-executive Director of Infinis, FLAG, SRL and
Future Biogas
Past roles
• Financial restructuring at Houlihan Lokey
Oscar Tylegard
Joined 3i Group in 2013 and is a partner in the
European infrastructure business.
Current roles
• Focuses on origination, execution and asset
management across the European
infrastructure business
• Senior deal team member on ESVAGT, Tampnet,
Elenia, FLAG, Infinis and Alkane Energy
• Non-executive Director of Tampnet and ESVAGT
Past roles
• Non-executive Director of Infinis
• Started career at Macquarie Capital
Compliance with the AIC code
 
Compliance with the AIC Code
The Board of 3i Infrastructure plc has considered
the Principles and Provisions of the AIC
Corporate Governance Code (the ‘AIC Code’).
The Board considers that reporting against the
AIC Code, which has been endorsed by the
Financial Reporting Council and is supported by
the JFSC, provides more relevant information
to shareholders as it includes Provisions of
specific relevance to investment companies.
The Board confirms that the Company has
complied with the AIC Code (and the associated
disclosures under the applicable provisions of
UKLR 6.6.6 of the FCA’s UK Listing Rules), insofar
as they apply to the Company’s business,
throughout the year under review. Details of
how the Company has complied with the AIC
Code are set out below.
As the Company is an investment company, it
has no executive directors and therefore there
is no need to consider the remuneration of
executive directors. In addition, the Company
does not have any internal operations (day-
to-day operations have been delegated to the
Investment Manager) and therefore does not
have an internal audit function, though the Audit
and Risk Committee considers the need for such
a function annually.
The AIC Code is available on the AIC website
(www.theaic.co.uk). It includes an explanation
of how the AIC Code adapts the Principles and
Provisions set out in the UK Corporate
Governance Code (‘UK Code’) to make them
relevant for investment companies.
Board leadership and company purpose
The Board is responsible for leading the business
in a way which supports its purpose.
Read more
Pages  74 to 80
Division of responsibilities
We ensure that the roles and responsibilities of the
Chair and the other non-executive Directors are clear
and agreed by the Board, in order for them to lead the
Company effectively.
Read more
Pages  81 and 82
Composition, succession and Board performance review
We aim to have a Board with the appropriate balance
of skills and experience to govern the business.
We have an effective Board performance review
process and a succession plan monitored by the
Nomination Committee.
Read more
Pages  87  to 93
Audit, Risk and Internal Control
The Audit and Risk Committee, supported by the
Investment Manager and other advisers and service
providers, monitors the integrity of the Financial statements
and identifies potential risks to the Company and how best
to mitigate them.
Read more
Pages 94 to 99
Remuneration
The Remuneration Committee ensures a fair
reward structure for the non-executive Directors.
Read more
Pages 102 and 103
Provision 34 preparations
The Board continued preparations to meet the
requirements of Provision 34 of the AIC Code, which
will apply to the Annual Report and Accounts for the
year ending 31 March 2027.
The Board’s future declaration on the effectiveness
of material controls will build on the Company’s
existing risk management and internal control
framework. During the year, the Company focused
on strengthening its review and documentation of
its material controls, mapping these to the principal
risks (see the Principal Risks and Mitigations table
on pages 64 to 67), where relevant, and documenting
the assurance in place.
The Board will continue to strengthen its processes
and documentation to support a robust and
meaningful declaration under Provision 34
of the AIC Code.
Board purpose and role
Legacy
The Board seeks to develop a
company and portfolio that delivers
long-term, sustainable value
for our shareholders and society.
Integrity
The Board acts with honesty,
dedication and consistency, with
the courage to do the right thing in
every situation. The Board manages
its relationships based on trust and
respect.
Accountability
The Board acts in the interest
of all stakeholders of the Company,
ensuring that obligations to
shareholders and other
stakeholders are understood
and met.
Objectivity
The Board applies a fair, transparent
and balanced approach to decision
making. The Board values diversity of
opinion and encourages different
perspectives to bring constructive
challenge as it discharges its
responsibilities.
Company purpose,
values and culture
Our purpose is to invest responsibly in
infrastructure, delivering long-term
sustainable returns to shareholders and
having a positive influence on our portfolio
companies and their stakeholders. Our
purpose is central to Board discussions
whe n we review our business model,
financial performance and performance
against strategic objectives.
The Board recognises that tone and
culture are set from the top and individually
we always strive to do the right thing in
all stakeholder interactions. The Board
individually and collectively acts in
accordance with the Board values of
Integrity, Objectivity, Accountability and
Legacy and expects the same from the
professional advisers and service providers
it engages. The Chair encourages Directors
to express differences of perspective and
to challenge views and opinions but always
in a respectful, open, supportive and
collaborative fashion. Board behaviours
are also evaluated as part of the annual
Board performance review. The Board’s
culture and values are complemented by
the strong institutional culture and values
of our Investment Manager.
Role of the Board
The Board’s role is to lead the Company
in achieving its purpose. The governance
framework of the Company reflects the
fact that, as an investment company, it
outsources portfolio management services
to the Investment Manager. The Board is
responsible for constructively challenging
and scrutinising the performance of all
outsourced activities, including of the
Investment Manager. See pages 83 to 86
for further information on the Board’s
key decisions and areas of focus
affecting stakeholders.
The Board is ultimately accountable to
our shareholders, and the Directors ensure
that both their decisions and the actions of
the Investment Manager comply with s172
of the Companies Act 2006 to the extent
they do not conflict with Jersey law (see
page 71). It determines the Investment
policy, the appointment of the Investment
Manager, financial strategy and planning,
approval of the results and dividends,
and oversees the maintenance of internal
controls and the risk management
framework, membership of the Board,
Director remuneration and adherence
to the corporate governance framework.
The Company has no employees and its
investment and portfolio monitoring activities
have been delegated by the Board to
3i Investments plc in its role as Investment
Manager. The Board monitors that the
Investment Manager has the resources and
capabilities to support the delivery of the
Company’s purpose and strategy.
Board purpose and role continued
Under the Investment Management
Agreement (‘IMA’) the Investment Manager
has sole discretion to make decisions on
investments and divestments, other than
those decisions which relate to transactions
which reach certain financial or other
thresholds, in particular in relation to
investments or divestments which represent
15% or more of the gross assets of the
Company, which require Board approval.
The Board also maintains a Schedule of
Matters Reserved to the Board, which are
considered significant to the Company due
to their strategic, financial or reputational
implications and consequences.
The Investment Manager prepares reports
and papers that are circulated to the
Directors electronically in advance of Board
and Board Committee meetings. These
papers are supplemented by information
specifically requested by the Directors,
and additional papers and presentations
from the Investment Manager, Company
Secretary and other professional advisers
and service providers.
The Chair is responsible for the leadership
of the Board and ensuring its effectiveness.
In addition to the Chair, there are currently
four independent non-executive Directors
and one 3i Group nominated Director,
who is not considered independent.
The Board’s core values underpin its
open and collaborative culture and are
supplemented by the skills that each
individual Director brings to the Company.
Board Committees
Audit and
Risk Committee
Remuneration
Committee
Nomination
Committee
Management
Engagement
Committee
Disclosure
Committee
Financial
reporting, risk and
internal controls
Directors’
remuneration
Board appointments,
and size and
composition of 
the Board
Monitoring the
performance of the
Investment Manager
Monitoring compliance
with disclosure
requirements
Martin Magee
(Chair)
Milton Fernandes
Lisa Gordon
Stephanie Hazell
Stephanie Hazell
(Chair)
Milton Fernandes
Lisa Gordon
Richard Laing
Martin Magee
Richard Laing
(Chair)
Jennifer Dunstan
Milton Fernandes
Lisa Gordon
Stephanie Hazell
Martin Magee
Richard Laing
(Chair)
Milton Fernandes
Lisa Gordon
Stephanie Hazell
Martin Magee
Richard Laing
(Chair)
Milton Fernandes
Lisa Gordon
Stephanie Hazell
Martin Magee
Board Committees
The Board is assisted in its activities by
a number of standing Committees of the
Board and, in discharging its duties, it
delegates certain authorities and decisions
to these Committees. The Board reviews
the membership of these Committees
on a regular basis.
The Board Committee structure,
together with a summary of the roles
and composition of the Committees,
is outlined in the table below.
All Committees have Terms of
Reference, which are available on
www.3i-infrastructure.com.
The Board, on the advice of the Company
Secretary, reviews the Committees’ Terms
of Reference and the Schedule of Matters
Reserved to the Board at least annually to
ensure they remain appropriate and
compliant with the legal and regulatory
environment.
Division of responsibilities
In compliance with the AIC Code, the
Board has established an Audit and Risk
Committee, a Nomination Committee and
a Remuneration Committee, in addition to a
Management Engagement Committee and
a Disclosure Committee. This structure allows
the Board to focus on matters of strategic
importance with authority for specific
matters being delegated to Committees.
Each Committee Chair provides regular
reports to the Board on the matters
covered at each Committee meeting.
To ensure that the Board performs effectively,
there is a clear division of responsibilities
between Board roles, set out in writing and
agreed by the Board. Key roles have been
defined in greater detail opposite.
Each of the Directors has an appointment
letter, copies of which are available from
the Company Secretary upon request. No
Director has a contract of employment with
the Company, nor are any such contracts
proposed. The Directors’ appointments can
be terminated, without compensation for loss
of office, in accordance with the Company’s
Articles of Association (the ‘Articles’).
The Articles further specify that each of
the Directors shall retire and may offer
themselves for election or re-election at
each AGM of the Company. Following the
formal appraisal process of Directors, and
in accordance with Provision 7.2, paragraph
23 of the AIC Code, the Board will propose
the re-election of all Directors. For further
information on the Board’s succession plans
please see pages 90 and 91 of the
Nomination Committee report.
Role
Responsibilities
Chair
As Chair, Richard Laing:
• leads the Board in the determination and implementation of its purpose and strategy;
• promotes a culture of responsibility, scrutiny, challenge and support in Board meetings, underpinned by the Board
values of Integrity, Objectivity, Accountability and Legacy;
• is responsible for organising the business of the Board, ensuring its effectiveness and setting its agenda;
• facilitates the effective contribution of all Directors;
• actively encourages constructive relations between the Company’s advisers, the Investment Manager,
and the Directors;
• ensures that the views of all stakeholders are understood and considered appropriately in Board discussions
and decision making; and
• leads the Board and Committee performance reviews (except his own performance evaluation).
Senior
Independent
Director
As Senior Independent Director, Stephanie Hazell:
• acts as a sounding board for the Chair;
• supports the Chair in the delivery of his responsibilities;
• acts as an intermediary with the Chair for the other Directors and shareholders;
• leads the appraisal of the Chair’s performance with the non‑executive Directors;
• leads succession planning for the Chair; and
• is available to address shareholders’ concerns that have not been resolved through the usual channels of
communication.
Non-
executive
Directors
The remaining non-executive Directors:
• provide constructive challenge during discussions and offer strategic guidance to the Board;
• bring independent judgement to the consideration of issues of strategy, performance, investment appraisal,
communication matters and standards of conduct;
• ensure high standards of financial probity on the part of the Company; and
• scrutinise the performance of the Company and progress against strategic objectives.
Company
Secretary
3i plc serves as the Company Secretary under the terms of the IMA. 3i plc’s Group Secretariat:
• ensures compliance with Board procedures and corporate governance best practice;
• provides corporate governance advice and guidance to the Board and keeps the Board updated on corporate
governance developments;
• assists the Chair with meeting preparation; and
• ensures that the Board has access to timely, high-quality information in order to function effectively and efficiently.
Division of responsibilities continued
Meetings
Directors are expected to attend all Board
and Committee meetings, but in certain
exceptional circumstances, such as pre-
existing commitments or illness, it is
recognised that Directors may be unable to
attend. In these circumstances, the Directors
receive relevant papers and, where possible,
will communicate to the Chair or Company
Secretary any comments and observations
in advance of the meeting for raising as
appropriate during the meeting. They are
updated on any developments after the
meeting by the Chair of the Board or
Committee, as appropriate.
During the year, there were six scheduled
meetings of the Board of Directors.
The Board has regular update calls with
the Investment Manager in order to stay
informed of the activities of the Company
and Investment Manager between
Board meetings.
The Board also holds an annual Strategy
Day to allow deeper discussion of strategic
matters and which includes presentations
from the Investment Manager and other
advisers on key areas of the business.
Actions from the day are considered
throughout the year.
Meetings of the Board and its Committees
The table below sets out the attendance of the Directors at the scheduled Board meetings (excluding ad hoc Board meetings) and the
attendance of Committee members at the relevant Committee meetings held during the financial year.
Board
Audit and Risk
Committee
Remuneration
Committee
Nomination
Committee
Management
Engagement
Committee
Richard Laing
6 (6)
–1
1 (1)
5 (5)
2 (2)
Milton Fernandes
6 (6)
3 (3)
1 (1)
5 (5)
2 (2)
Lisa Gordon
6 (6)
3 (3)
1 (1)
5 (5)
2 (2)
Stephanie Hazell
6 (6)
3 (3)
1 (1)
5 (5)
2 (2)
Jennifer Dunstan
6 (6)
–
–
5 (5)
–
Martin Magee
6 (6)
3 (3)
1 (1)
5 (5)
2 (2)
Doug Bannister2
3 (3)
1 (1)
–
2 (2)
1 (1)
1. Richard Laing attends the Audit and Risk Committee meetings by invitation.
2. Doug Bannister retired from the Board effective 3 July 2025.
The table above indicates the number of meetings attended and, in brackets, the number of meetings the Director was eligible to attend. Directors are invited to attend the
meetings of Committees of which they are not members.
Three ad hoc Disclosure Committee meetings were convened during the year. On occasion and where appropriate, the Board itself considered matters relating to the
treatment of price-sensitive information, rather than convening a separate Disclosure Committee.
Stakeholder interests and Board decision making
As an externally managed investment trust, the Company does not have employees or customers. Its main stakeholders therefore comprise its shareholders, service providers (most notably the
Investment Manager), portfolio companies, lenders, and government and regulatory bodies. A strong understanding of our stakeholders and their views is integral to the Company’s strategic
planning and achievement of its strategic objectives. The Board has limited direct engagement with stakeholders as most engagement takes place through the Investment Manager. The
Investment Manager regularly reports to the Board on stakeholder views to ensure that Board decisions are well informed.
Stakeholders may contact the Chair or any other Board member via the Company Secretary or the Investment Manager. Set out below are examples of the Board’s key decisions and areas
of focus over the last year, and details of how the interests of stakeholders were taken into account. See page 71 for our s172 statement.
Stakeholder
Approach to engagement and consideration of stakeholder interests
Board actions impacting shareholders
Outcome
Shareholders
• Investor relations activities, including roadshows by the
Investment Manager and the Company’s brokers
• Capital Markets Day
• Analysis of shareholder register presented and reviewed at
each Board meeting
• Updates at every Board meeting on investor engagement in
the period
• Regular presentations to the Board by the Company’s brokers
• Regular invitations to engage with the Chair, Senior
Independent Director or Chairs of Committees via the
Company’s brokers
• Annual General Meeting where Directors are available to
answer questions
• The Company’s website provides details of forthcoming
events for shareholders and analysts, videos of results
presentations, presentations from the Capital Markets Day,
and portfolio activities
• The approval of the Half-yearly results and
Annual report and accounts
• The approval of the interim and final dividend
and the target for the subsequent year’s dividend
• Consideration of strategy and business model
in the context of the external economic and
political environment
• Regular reviews of balance sheet strategy and
liquidity. See our Financial review on page 40
• Oversight of risk management, principal risks and
mitigations and the effectiveness of the internal
control framework to protect shareholder
investment. See the Risk report on page 58 and
the Audit and Risk Committee report on page 94
for further information on risk management and
controls
• Consideration of public relations plan
The Board’s intention is to foster an open, two-way
communication with the Company’s shareholders.
The Investment Manager’s extensive Investor
Relations programme enables investors to
understand the Company’s performance, assists
them in making their investment decisions, and
provides them with an opportunity to engage with
senior members of the Investment Manager’s team
and Board members (should they request
engagement). All feedback from investors is
discussed at Board meetings.
The Board appointed a new broker, Deutsche
Numis, to join RBC as joint brokers, and received
detailed briefings on the investment trust market
and investor views on the Company and its strategy
and performance.
The Board considered the role of investment
platforms when engaging with retail shareholders
and the impact of AI on communication strategies.
Stakeholder interests and Board decision making continued
Stakeholder
Approach to engagement and consideration of stakeholder interests
Board actions impacting shareholders
Outcome
Investment
Manager
• At each Board and Audit and Risk Committee meeting,
representatives from the Investment Manager present verbal
and written reports covering their activity, including portfolio
and investment performance over the preceding period
• The Board and the Chair have regular scheduled update calls
and informal meetings with the Investment Manager between
Board meetings
• Monitoring the relationship with and performance of the
Investment Manager by the Management Engagement
Committee
• The Investment Manager provides the Board with regular
updates on its team composition and any changes
• Assessment of the performance of the
Investment Manager
• Approval of the continued appointment of the
Investment Manager. For further details see the
Management Engagement Committee report on
page 101
• Review and approval of fees paid to the
Investment Manager under the IMA to ensure
that they are fair and reasonable
The Company’s principal service provider is the
Investment Manager, which is responsible for
managing the Company’s assets in order to achieve
its stated investment objectives.
The Directors believe that fostering constructive and
collaborative relationships with the Investment
Manager will assist in their promotion of the success
of the Company for the benefit of all shareholders.
This ensures that the Company and its portfolio
assets are well managed, the Company adheres to
its strategy, and the Board receives appropriate and
timely management and support services from the
Investment Manager.
Other service
providers
• Annual review and monitoring of the arrangements that are in
place with all key third-party service providers and their
performance
• Key service providers attend Board and Committee meetings
as appropriate to advise the Board on specific matters
• The Company’s brokers present to the Board at least annually
to advise on all aspects of their remit, particularly in relation to
feedback from shareholders and potential investors
• The Company’s Jersey administrator attends each Audit
and Risk Committee meeting to present its compliance
report
• Annual review of the anti-money laundering
procedures, sustainability procedures and
business continuity arrangements for all
service providers in order to assess their
performance and consider the
appropriateness of their continued
appointment. See the Audit and Risk
Committee report on page 94 for further
discussion on the annual review of professional
service providers
• Hogan Lovells provided a training session to the
Board focusing on recent legal developments
relevant to the Company
• Deloitte LLP provided a briefing session to the
Board focusing on upcoming changes to
corporate governance best practice to assist
the Board in challenging the Investment
Manager on its related proposals
The Company contracts with professional advisers
and third parties for services, including the external
auditor, the brokers, the depositary, legal advisers,
the financial adviser, the financial PR adviser, the
Registrar, the Jersey administrator, and with 3i plc
for company secretarial, treasury, accounting and
internal audit services. Provision of these services is
necessary to ensure the Company’s compliance with
its legal and regulatory obligations. The key service
providers work closely day-to-day with the
Investment Manager.
Stakeholder interests and Board decision making continued
Stakeholder
Approach to engagement and consideration of stakeholder interests
Board actions impacting shareholders
Outcome
Portfolio
companies
• One or more of the Investment Manager’s investment
professionals sits on the board of each portfolio company (or
acts as a board observer) and engagement with a portfolio
company takes place both formally at board level and
informally by the Investment Manager’s team on an ongoing
basis
• At each scheduled Board meeting, the Board reviews
portfolio company performance and discusses thematic
issues that affect portfolio companies, such as the impact of
macroeconomic risks. See the Risk report on page 58 for
further details
• From time to time, portfolio company executives provide
presentations to the Board
• Approval of the sale of TCR (as required under
the IMA due to the size of the divestment). For
further details see page 86.
• Review of portfolio company performance
and prospects
• Review of portfolio company valuations by the
Audit and Risk Committee and approval of them
by the Board
• Regular Audit and Risk Committee discussions
with the auditor, without the Investment
Manager present
The companies in which we invest are the source of
returns to shareholders. The principal engagement
with portfolio companies is through the Investment
Manager’s team which drives value through its
active asset management approach as detailed
in our Business model on page 15.
Government
and
regulatory
bodies
• At each meeting the Audit and Risk Committee receives
updates from the Company’s Jersey administrator on changes
to Jersey law and regulation that affect the Company
• The Company adheres to the AIC Code and engages with the
AIC on matters related to investment companies
• The Board receives corporate governance updates from the
Company Secretary
• Through the Investment Manager, the Company responds to
government consultations on issues relevant to its business
• The Company’s Jersey resident Director is
registered with the JFSC in compliance with
updated Jersey anti-money laundering legislation 
• The Board reviewed and approved updated
Business Conduct and Anti-Money Laundering
manuals in compliance with Jersey legislation
• The Audit and Risk Committee approved the
Company’s Business Risk Assessment
• The Board undertakes an annual review of the
Company’s policies, the Board’s Schedule of
Matters Reserved to the Board and Committees’
Terms of Reference to ensure that they remain fit
for purpose and adhere to best practice
The Company continues to operate in compliance
with relevant law and regulation and ensures the
highest standards of corporate governance for the
benefit of all stakeholders.
Lenders and
hedging
counterparties
• The Investment Manager’s treasury team manages the
engagement with the lenders in the Company’s RCF and the
Company’s hedge counterparties
• The Board approved the RCF refinancing in April
2025 
• The Investment Manager presents an update on
foreign exchange hedging and liquidity
management at each Board meeting
• The Investment Manager provides an annual
comprehensive treasury update to the Board
The Company requires access to bank borrowing to
maintain its financial structure and liquidity. Access
to bank borrowing and hedging instruments
provides important flexibility and resilience to the
Company’s financial structure and helps the
Company to maintain an efficient balance sheet.
Stakeholder interests and Board decision making continued
Realisation of TCR
How stakeholder interests
have influenced decision making
During the year, the Board held regular
discussions with, and received regular
reporting from, the Investment Manager on
the sale process for TCR, culminating in the
Board’s approval for the sale agreed in
March 2026 (as required under the terms of
the Investment Management Agreement
due to the size of the transaction relative to
the investment portfolio as a whole). 
Stakeholder considerations
When making decisions on the sale of
TCR, the Board considered the interests
of shareholders, including the opportunity
the sale provided to deliver an excellent
return on the investment and unlock
significant value. The Board also
considered the Investment Manager’s plans
for the use of the sale proceeds, including
fully repaying drawings under the RCF,
greatly improving the Company’s available
liquidity and resilience, and plans for
reinvestment within existing platform
investments and new opportunities.
Outcome
The Board believes the sale of TCR
crystallises exceptional value for
shareholders and the sale proceeds
provide flexibility to maintain prudent
balance sheet management while also
investing responsibly in new opportunities
to deliver long-term sustainable returns
to shareholders.
Composition, succession and performance review
Composition and succession
As at the date of this report, the Board
consists of six members, comprising
the Chair, four independent non-executive
Directors and one non-executive Director
who is the 3i Group nominated Director
and not considered to be independent.
Biographies of the Directors are set out on
page 75. The Board considers that there is
an appropriate balance of skills, experience
and independence on the Board to enable
it to discharge its duties.
For the Board’s key skills matrix
see Page 91
The Board believes that shareholders’
interests are best served by ensuring the
Board is refreshed in a smooth and orderly
manner, and it has a long-term succession
programme in place to achieve this. The
Nomination Committee plays a critical
role in ensuring that the composition
and balance of the Company’s Board and
Committees support both the Company’s
strategy and best practice corporate
governance. During the year, the Senior
Independent Director led the Nomination
Committee in a search for a new
independent non-executive director and
Chair Designate as part of the Nomination
Committee’s succession planning activities.
For further details, see the Nomination
Committee report on Pages 90 to 93
Conflicts of interest
and independence
The Board assesses and reviews the
independence of each of the Directors
at least annually and considers whether
or not a Director has any interest, position,
association or relationship which is likely to
influence unduly or cause bias in decision-
making in the best interests of the Company
and its stakeholders.
The Board considers all Directors, with
the exception of Jennifer Dunstan, who is
the 3i Group nominated Director, to be
independent in character and judgement,
and free from conflicting business or other
interests that could interfere with the
exercise of their independent judgement.
The Chair was considered independent
on appointment and has no relationships or
arrangements which might create a conflict
of interest between his interests and those
of the shareholders. The Board carefully
considered the Chair’s extended tenure
as part of the Nomination Committee’s
succession planning activities.
For further information see the Nomination
Committee on Pages 90 to  93
Jennifer Dunstan, the 3i Group nominated
Director, has a pre-approved conflict in
relation to the IMA. The Board ensures
the independence of all Directors and
has a range of conflict management tools
available to it to manage potential or
actual conflicts.
These include temporary separation or
recusal from a relevant process or decision,
restriction of access to certain information
and sharing authority through collective
decision making. In view of this practice,
the 3i Group nominated Director recuses
herself when matters in which 3i Group has
an interest are discussed. Jennifer Dunstan
is not a member of the Management
Engagement Committee and did not
participate in the Board’s evaluation of the
performance of the Investment Manager.
In accordance with the Articles and the
Companies (Jersey) Law 1991, the Board
can authorise any matter that would
otherwise result in a Director breaching
his or her duty to avoid a conflict of interest.
The Company’s Jersey administrator
maintains a conflict register covering
actual and potential conflicts and details
of the Board authorisation of any conflict.
When they are appointed, all Directors are
required to disclose any other
appointments or significant commitments.
They must also notify the Chair and
Company Secretary of any changes or new
appointments in order for the Board to
consider the time commitment required
and any potential conflicts of interest prior
to providing its approval for new
appointments.
Composition, succession and performance review continued
Board performance review process
Board performance review
The Board recognises that it needs
to continually monitor and improve its
performance. The annual evaluation
provides the opportunity for the Board and
its Committees to consider and reflect on
the effectiveness of their activities, the
quality of its decision making, and the
collective contribution made by each Board
member.
Frequency and review type
This year, the Board undertook an internal
evaluation led by the Chair with
the support of the Company Secretary.
Committee performance was also reviewed
as part of the main Board performance
review. This followed an externally facilitated
review conducted by Lintstock Limited in
FY25.
Stage 1
All Directors and the Investment
Manager completed confidential
questionnaires. The questionnaires
were similar to those used in the past
to ensure a comprehensive review
and provide assurance on progress
against actions. Directors were
also invited to share further feedback
verbally to the Chair or Company
Secretary as they saw fit.
Key findings from 2026 review
The conclusions of this year’s Board
performance review process have been
positive and confirmed that the structure
and operation of the Board remains
effective, with a collaborative culture
enabling a good level of challenge
and support.
The Board Committees were thought to be
well-chaired and effective in discharging
their respective duties.
Stage 2
The Company Secretary gathered
and analysed the results of the
questionnaires, compiled anonymised
reports, and shared the relevant reports
with the Chair and the Board.
Key focus areas identified
from the 2026 review
• Ensuring the Board remains well-
equipped to proactively anticipate and
address the challenges of the external
environment
• Creating more opportunities for the
Board to obtain a wide range of
perspectives on the business to support
effective decision making
• Maintaining the focus on Board skills and
succession planning, with regular
consideration given to the skills and
experience needed on the Board over
the next three to five years as the
business (and external environment)
evolves
Stage 3
The Board discussed the findings to
identify progress made and further
actions to be taken.
The performance of the Chair was
evaluated by the other Directors under
the leadership of the Senior Independent
Director and facilitated by a questionnaire
prepared by the Company Secretary.
The conclusion of the review process
was that the Chair remains effective in
his role, and his leadership, experience
and knowledge were valued by the other
Directors.
Composition, succession and performance review continued
Review of the conclusions of the 2025 Board performance review
In January 2026, the Board revisited the conclusions of the 2025 review to ensure that
during the year it had satisfied its goal to spend more time considering the topics agreed
and being cognisant of the previously agreed actions identified in discharging their duties
throughout the year:
What the Board agreed to
focus on from the 2025 review
What the Board did
during 2025/26
Navigating the challenges of the external
environment (including equity markets,
raising capital and the business model)
The Board received regular briefings on
funding and liquidity topics and discussed
these multiple times during the year. At
the Strategy Day, the Board discussed
trends in equity markets and
developments in the external
environment, with sessions on megatrends
and the listed infrastructure market
To continue the ongoing transition in
Board membership
The Nomination Committee and the
Board has continued to dedicate
additional time to consider this more
frequently and maintain focus on Board
composition and succession planning, in
particular Chair succession plans
Directors should continue to challenge
themselves and each other to ensure
consistently effective decision-making
The Board composition remains relatively
fresh and diverse following the changes to
Board membership in recent years. This
has brought new perspectives to Board
and Committee discussions during the
year
The Board and Investment Manager have
maintained their collaborative and
constructive relationship which is
important in ensuring effective decision
making
Director induction, training
and development
Upon joining the Board, all Directors
receive a formal induction to the Company,
which is designed to enable them to
understand the Company’s purpose,
values and strategy, the industry in which
it operates, and the portfolio companies,
so that they can be effective Board
members from the outset. The induction
programme includes presentations on
corporate governance, Director duties
relevant to a Jersey-incorporated UK-
listed company, meetings with the wider
Investment Management team, external
advisers, briefings and reading materials on
tax, sustainability, portfolio financing, legal,
finance matters, compliance and internal
audit.
During the year, Directors receive a
full programme of briefings across all
areas of the Company’s business, with
the objective of ensuring that the Directors
remain up to date on all issues affecting
the Company.
Briefings are led by the Investment
Manager, Company Secretary or external
service providers and cover a wide variety
of sector-specific and business issues,
as well as legal and financial regulatory
developments relevant to the Company
and the Directors. Sessions during the
year included briefings on UK corporate
governance developments, changes
to laws and regulations in the UK, tax
matters, trends within the listed
infrastructure market, megatrends, and
sustainability developments.
Detailed briefing papers or presentations
are provided at each scheduled Board
meeting or at ad hoc meetings, and
Directors have the opportunity for formal
and informal meetings with the Investment
Manager or the Company’s other advisers.
As part of their role, Directors are also
expected to personally identify any
additional training requirements they feel
would benefit them in performing their
duties to the Company. In accordance
with Jersey regulations, the Directors are
required to undertake sufficient, relevant
and appropriate training and development
each year. Directors have access to the
advice and services of the Company
Secretary and, when deemed necessary,
the Directors can seek independent
professional advice.
Composition, succession and performance review continued
Nomination Committee report
Role of the Committee
The Committee’s principal responsibility
is to ensure that, collectively and at any
given time, the members of the Board
possess the necessary balance of
knowledge, skills and experience to support
and develop the strategy of the Company.
In seeking to achieve this, it recommends
new Board appointments as and when
appropriate and ensures that effective
succession planning processes are in
place. In accordance with the Committee’s
Terms of Reference, it is the Board as a
whole that is responsible for making new
appointments upon recommendation
by the Nomination Committee.
Members of the Committee do not vote
on decisions affecting their own position.
During the year, the Committee reviewed
its compliance with the AIC Code and its
Terms of Reference and confirmed that
it remained compliant with all of its
corporate governance responsibilities.
The Board’s range of technical, sector-
relevant experience, objectivity and
independence together facilitate effective
decision making. The range of key skills
and experience within the Board is shown
in the skills matrix in the next page and
in the Director biographies on page 75.
Composition and
succession planning
As part of its review of composition and
succession planning, the Committee
carefully considered which skills and
experience it would require on the Board
over the coming years based on the current
and perceived future challenges facing the
Company and the tenure of all Directors.
In FY25, we saw a number of changes to
the composition of the Board as a result
of the Committee’s work.
This work continued into FY26 with the
appointment of Russell Reynolds Associates
(‘RRA’) as an independent recruitment
consultant to support the search for a new
independent non-executive Director as the
successor for the role of Chair. Stephanie
Hazell, as Senior Independent Director,
chaired the Committee for all its discussions
The continued
implementation of
long-term succession plans
has been a priority.
Richard Laing
Chair, Nomination Committee
regarding the recruitment of my successor.
Report from the Senior Independent
Director on Chair recruitment
The Committee considered Chair
succession at every meeting held
this year.
The process began with the appointment
of RRA to support the search for suitable
candidates. RRA is one of the leading
board search advisory practices and was
selected due to its track record of
successful chair searches, depth of
experience with investment trusts and
focus on diversity. 
The Committee agreed the skills,
experience and knowledge required for
the role and approved the role
specification.
After an extensive search process, RRA
presented a diverse long list of
candidates for consideration. In
considering the long list, the Committee
focused on the desired skills and
attributes for the role as well as ensuring
adequate diversity of experience and
background across the Board as a whole.
Further details of the appointment
process are provided on page 91.
The Committee selected a number
of preferred candidates for interview.
All Committee and Board members met
with each of the preferred candidates
before making a formal decision to
recommend Andrew Sykes to the Board
for appointment, which was approved
on 29 April 2026.
Composition, succession and performance review continued
Nomination Committee report continued
Andrew will join the Board as an
independent non-executive Director and
Chair Designate on 23 July 2026 and will
become Chair in January 2027. Andrew is
an experienced director of UK-listed
companies, including investment trusts. He
has a deep knowledge of the financial
services and infrastructure sectors, which,
together with his background as a senior
executive in the asset management sector,
will be hugely valuable to the Board.
The Board has agreed a maximum term
for any Director of nine years, subject to
any circumstances that might make it
appropriate to extend the tenure of
a Director for a limited time.
In order to facilitate succession planning,
the Directors’ appointment letters provide
for a formal review on the third and sixth
anniversaries of first appointment to
discuss whether it is appropriate to
serve for a further three-year term.
The Board considers that continuity and
experience add significantly to the strength
of the Board. The Board also takes the
view that independence is not necessarily
compromised by length of tenure on the
Board, so long as it is carefully considered
and reviewed annually.
Chair tenure
The Nomination Committee and Board
(excluding Richard Laing) reviewed the
tenure of the Chair, noting that Richard
has served as Chair for 10 years. In doing
so, the Committee considered the
importance and value of Richard’s
investment trust and asset management
experience to the Board; and
maintaining continuity on the Board
during a period of change to its
composition.
They also concluded that Richard
continues to demonstrate objective
judgement and to promote constructive
challenge and open debate at Board
level and that there are no circumstances
that affect, or could reasonably be
perceived to affect, his independence.
With this in mind, the Board asked
Richard Laing to remain in post until the
end of 2026 to support Board continuity
and allow for an orderly succession to a
new Chair.
When deciding to extend Richards’s
tenure as Chair, the Committee and
the Board noted the AIC Code
supplementary guidance regarding
chair tenure.
Appointment process
When considering candidates for
appointment as Directors of the Company,
a detailed job specification and candidate
profile is prepared, and consideration is
given to the existing experience, knowledge
and background of Board members, as well
as the strategic and business objectives of
the Company. It is the Company’s policy to
use independent external search agencies
for all Board recruitment.
Shortlisted candidates are invited to
interview with members of the Committee
and, if recommended by the Committee,
would be invited to meet the entire Board
before any decision is taken relating to
the appointment. Senior members of the
Investment Manager also meet potential
candidates and provide their views to
the Committee. The Committee is also
responsible for obtaining and verifying
references prior to any formal decision
on appointment.
Appointments are made on personal
merit and against objective criteria with
the aim of bringing new skills and different
perspectives to the Board while
considering the balance of knowledge,
Directors’ key skills matrix (Number of Directors)
Infrastructure
Investment trust
Asset and fund management
Capital and financial markets
Financial/audit (recent and relevant)
Valuations
Risk and compliance
ESG
experience and diversity.
Composition, succession and performance review continued
Nomination Committee report continued
Diversity
The Board has adopted 3i Group’s Equal
Opportunities and Diversity policy insofar
as it is relevant to the Company having only
non-executive Directors and no employees.
The policy can be found at www.3i.com/
about-us/careers/diversity-and-inclusion.
The Board, with the support of the
Committee, is committed to promoting
greater diversity on the Board to enhance
the effectiveness of the Board.
As can be seen by the graphs on this page,
this commitment has led to improved
gender diversity on the Board, which has
continued to achieve the target set by the
FTSE Women Leaders Review of having
40% of FTSE 350 board roles filled by
women by 2025 and at least one woman in a
Key Role, e.g. Chair or SID.
The Committee consistently takes into
consideration both the gender and ethnic
balance of the Board as key factors during
its current recruitment processes, and is
pleased to report that, as at the date of this
report, the Parker Review requirement of
having at least one Director from an ethnic
minority background has been met in FY26.
The framework within which the Committee
assesses the composition of the Board, its
Committees and future Board
appointments is based on the Company’s
strategic objectives, regulatory
requirements, the Company’s status as a
UK-listed, Jersey-incorporated company,
and the specific functions which non-
executive Directors are required to fulfil on
Committees.
Following discussion, the JFSC varied its
usual requirement for two Jersey resident
Directors to allow the Company to have one
Jersey resident Director until further notice,
which allows the Committee to recruit new
Directors from a wider geographic area,
leading to a more diverse pool and range of
candidates.
Board members by gender
n
Male
n
Female
Board members by ethnicity
n
Non-ethnic minority background
n
Ethnic minority background
Board members’ tenure
n
0 - 2 year
n
2 - 4 years
n
4 + years
Composition, succession and performance review continued
Nomination Committee report continued
In accordance with UKLR 6.6.6(9) of the
FCA’s UK Listing Rules (‘UKLRs’), the tables
on this page set out details of the diversity
of the individuals on the Board at the date
of this report. The UKLRs states that, for
purposes of the required disclosure and
assessment against targets, senior board
positions consist of the chair, chief
executive officer (CEO), senior independent
director (SID) or chief financial officer (CFO)
(UKLR 6.6.6(9)(a)(ii)).
The UKLRs make provision for closed-
ended investment funds, such as the
Company, which do not typically have a
CEO or CFO, to not report against the
target to have at least one of the senior
board positions held by a woman if it is
“inapplicable”. The Board considers the
role of the Chair of any of its permanent
Committees to be senior positions on
the Board.
Stephanie Hazell is the Chair of the
Remuneration Committee and Senior
Independent Director. The Board therefore
complies with the target of having at least
one senior Board position held by a woman.
Richard Laing
Chair, Nomination Committee
11 May 2026
Gender identity or sex
Number of
Board
members
Percentage of
the Board
Number of senior
positions on the
Board
Men
3
50%
2
Women
3
50%
1
Not specified/prefer not to say
–
–
–
Ethnic background*
Number of
Board
members
Percentage of
the Board
Number of senior
positions on the
Board
White British or other white (including
minority-white groups)
5
83%
3
Mixed/Multiple ethnic groups
–
–
–
Asian/Asian British
1
17%
–
Black/African/Caribbean/Black British
–
–
–
Other ethnic group
–
–
–
Not specified/prefer not to say
–
–
–
*  This information was collected through a self-identification exercise by all Directors and facilitated
by the Company Secretary. Permission was sought from the Directors to use the information for this
purpose.
Audit, Risk and Internal Control
Audit and Risk Committee report
Chair’s introduction
I am pleased to present the Audit and
Risk Committee report for the year ended
31 March 2026.
The Committee remains focused on serving
the interests of the Company’s shareholders
and wider stakeholders by providing
independent oversight. In fulfilling its
responsibilities, the Committee engages
closely with the Board, the Investment
Manager, and the external auditor, with
a particular focus on the integrity of the
Company’s financial reporting and audit
processes, the effectiveness of internal
controls and risk management systems,
and compliance with applicable laws
and regulations.
The Committee also maintains an ongoing
assessment of the quality, effectiveness
and independence of the external auditor.
The Board considers that at least two
members have recent and relevant financial
experience and that the Committee as a
whole possesses an appropriate balance of
financial, risk management, internal control,
commercial and sector experience to
enable it to discharge its duties effectively.
While the Chair of the Board is not a
member of the Committee, he attends
meetings by invitation.
During the year, the Committee held three
scheduled meetings, aligned with the
Company’s reporting cycle.
These meetings were conducted in
accordance with an annual programme
of work based on the Committee’s Terms
of Reference and supplemented as
necessary to address specific matters
arising during the year.
Regular attendees at Committee meetings
include the Chair of the Board, non-
executive Director Jennifer Dunstan,
representatives of the Investment
Manager, the external auditor Deloitte LLP
(‘Deloitte’), and the Company’s Jersey
administrator, Aztec Financial Services
(Jersey) Limited (‘Aztec’).
In addition to the formal meeting
schedule, I maintain regular dialogue with
the Investment Manager, Deloitte and
Aztec. The Committee reports on its key
activities to the Board at each scheduled
Board meeting.
The Committee provides
robust oversight of
financial reporting, audit,
risk management and
internal controls.
Martin Magee
Chair, Audit and Risk Committee
As part of the Board’s annual evaluation
process, the performance and
effectiveness of the Committee, including
that of its Chair, is reviewed annually,
as described on pages 87 to 89. The
Committee has continued to operate
effectively throughout the year and
has discharged its responsibilities in
accordance with its mandate.
Role of the Committee
The Committee’s Terms of Reference,
which set out its responsibilities and
authority, are reviewed at least annually
to ensure that they remain appropriate,
relevant and effective.
The primary role of the Audit and Risk
Committee is to support the Board by
overseeing the integrity of the Company’s
financial and narrative reporting, the
independence, objectivity and effectiveness of
the external audit, and the effectiveness of the
Company’s risk management and internal
control framework. In discharging this role, the
Committee establishes, reviews and monitors
relevant policies, procedures and frameworks.
The Committee advises the Board on the
Company’s overall risk appetite, the principal
and emerging risks facing the Company, and
the implementation and effectiveness of
controls. This is discussed in further detail in
the Risk report. The Committee also manages
the relationship with the external auditor,
including reviewing the scope and terms of
engagement and assessing auditor
performance and effectiveness through
regular evaluation.
As part of its oversight of investment
valuations, the Committee reviews and,
where appropriate, challenges the Investment
Manager’s semi-annual valuation
methodology, key assumptions and
judgements, and the resulting valuations of
the Company’s underlying infrastructure
portfolio. Further details of the Committee’s
role in relation to investment valuations can
be found on page 95.
The Committee also reviews other areas
involving significant judgement, including
going concern and viability, and oversees the
arrangements for whistleblowing and fraud
prevention. Oversight of cyber security and
data risk has also become an increasingly
important element of the Committee’s remit.
Audit, Risk and Internal Control continued
Audit and Risk Committee report continued
Internal audit
Although not required under the AIC Code,
the Committee reviews annually the need for
the Company to establish an internal audit
function. Following careful consideration, the
Committee has concluded that the existing
systems, processes and controls operated by
the Company and the Investment Manager,
together with regular reporting from the
Investment Manager’s internal audit and
compliance functions, provide an appropriate
level of assurance in respect of the
Company’s risk management and internal
control framework. Accordingly, the
Committee determined that a separate
internal audit function for the Company is not
required at this time. This conclusion was
reviewed and approved by the Board and the
need will continue to be reviewed annually.
Financial and narrative reporting
The Company, through the Investment
Manager, has established internal control
and risk management arrangements
designed to support the accuracy, integrity
and completeness of its financial and
narrative reporting. These arrangements are
intended to ensure that the Company’s
Half-yearly report and Annual report and
accounts comply with all applicable
reporting standards and regulatory
requirements.
During the year, the Committee reviewed
the significant accounting judgements,
accounting policies and key accounting
matters, together with the related
disclosures included in the Half-yearly
report and the Annual report and accounts.
In accordance with its Terms of Reference,
the Committee also reviewed the non-
financial reporting elements of these
reports, including disclosures relating to
Sustainability matters. The Committee
challenged the Investment Manager and
the external auditor where appropriate and
satisfied itself that the judgements applied
and disclosures made were appropriate.
The Committee also considered whether
any post-balance sheet events required
disclosure.
In addition, the Financial Reporting Council
(‘FRC’) Corporate Reporting Review team
selected the Company’s Financial
statements for the year ended 31 March
2025 as part of its thematic review of
Investment trusts, venture capital trusts and
similar closed-ended entities, published in
October 2025. The FRC did not raise any
questions or matters requiring
correspondence as a result of its review,
although it did make a small number of
suggestions in relation to disclosure. The
Committee reviewed the resulting changes
made to disclosures in the 2026 Annual
report and accounts and is satisfied that the
FRC’s suggestions have been appropriately
addressed.
Valuation of
the investment
portfolio
The Committee noted that this year there were no changes to the principles of valuation
which have been consistently applied. All unquoted assets were valued using a
discounted cash flow approach, except for TCR which was valued on a sales basis. This
methodology is described in more detail on pages 35 and 36.
The Weighted Average Discount Rate of the portfolio decreased to  11.1% (2025: 11.3%)
reflecting the write-down in DNS:NET and the removal of TCR which is now valued on a
sales basis.
The Committee considered the current and projected performance of the portfolio
companies, the cash flow projections and level of discount rates. Other factors considered
included the transactional evidence resulting from the sale of TCR during the year and the
impact of the financing environment for German fibre on DNS:NET. 
As the Company’s Alternative Investment Fund Manager, the Investment Manager is
responsible for providing a properly prepared and independently challenged valuation
of the investment portfolio. The Committee noted that 3i Investments plc’s Infrastructure
Valuations Committee operates independently from the Investment Manager’s fund
management activities and had approved the investment portfolio valuation as at
31 March 2026. Detailed discussions with the Investment Manager and external auditor,
including the external auditor’s valuation expert, confirmed that the Investment Manager
had consistently applied the valuation principles to the investment portfolio, leading to
the recommended valuations for Board approval.
Interest streaming
For an approved investment trust that has taxable profits arising from net interest income,
the UK tax rules provide an option to treat a part of the dividends it pays as interest. The
Committee decided to designate 5.83 pence of the 6.725 pence interim dividend and
6.5 pence of the 6.725 pence final dividend payable as an interest distribution.
Investment entity
consideration
The Committee annually reviews the assessment that the Company continues to meet
the criteria of an investment entity.
Calculation of the
management and
performance fees
payable to the
Investment
Manager
The Committee undertook a detailed review of the management and performance
fee calculation. The Committee also had access to a review of the calculation of the
management and performance fee carried out by the internal audit function of the
Investment Manager and engaged the external auditor to perform additional
agreed-upon-procedures work in relation to the inputs to the management and
performance fee calculation.
Valuation of
derivative financial
instruments and
other receivables
The Committee considered and agreed with the Investment Manager’s valuations
in relation to derivative financial instruments and other receivables.
Audit, Risk and Internal Control continued
Audit and Risk Committee report continued
Fair, balanced and understandable
(‘FBU’) reporting
The Committee considered the
requirements of the AIC Code in assessing
whether the Annual report and accounts,
taken as a whole, were fair, balanced and
understandable. In doing so, the
Committee satisfied itself that the financial
and narrative reporting provided a
comprehensive and coherent view of the
Company’s performance during the
financial year and was consistent with the
Board’s overall assessment of the
Company’s position and prospects.
As part of this evaluation, the Committee
considered whether the Annual report and
accounts provided shareholders with a
clear, accurate, consistent and balanced
explanation of the Company’s financial
position, performance, strategy and
business model. The Committee also
reviewed the description and presentation
of the Company’s KPIs and performance
highlights.
The Committee’s FBU process consists of
reviewing the Annual report and accounts at
various stages of its preparation,
considering confirmation of the factual
verification process undertaken by the
Investment Manager and the Company
Secretary, and taking into account the
work and findings of the external auditor.
The Committee reports its conclusions
to the Board.
Key accounting estimates
and judgements
A key responsibility of the Committee is to
review and approve the significant
accounting estimates, judgements and
assumptions applied in the preparation of
the Financial statements. The principal
areas of judgement are set out on this
page.
During the year, the Committee received
reports from the Investment Manager on
the significant estimates and areas of
judgement applied, and considered these
alongside Deloitte’s audit findings. Having
reviewed and challenged these matters
where appropriate, the Committee
concluded that the judgements applied
were reasonable and that the resulting
disclosures were appropriate and accurately
reflected in the Annual report and accounts.
Further details of the Company’s
accounting policies are set out on pages
127 to 136.
In addition to the principal matters outlined
above, the Committee also reviewed:
• the use of Alternative Performance
Measures (‘APMs’) and the balance
between APMs and IFRS measures
presented within the Annual report and
accounts (see pages 47 and 48);
• the appropriateness of the sensitivity
rates applied in Note 7 to the Financial
statements;
• post-balance sheet events; and
• other presentational changes made to
the Annual report and accounts to
enhance clarity and usability for
shareholders.
The Committee presented its findings to
the Board and advised that, in its view, the
Annual report and accounts, taken as a
whole, were fair, balanced and
understandable. The Committee also
confirmed that, to the best of its
knowledge, there was no relevant audit
information of which the external auditor
was unaware, and that it had taken all
reasonable steps to identify any such
information and ensure that it was
communicated to the external auditor. In
addition, the Committee concluded that the
Annual report and accounts provided
shareholders with the information necessary
to assess the Company’s financial position,
performance, business model and strategy.
External auditor
The Committee has primary responsibility for
overseeing the Company’s relationship with
Deloitte, including assessing the external
auditor’s performance, effectiveness, and
independence on an annual basis.
At the Company’s Annual General Meeting in
July 2025, shareholders approved the
reappointment of Deloitte as the Company’s
external auditor for the year ended 31 March
2026. Deloitte was appointed following a
competitive external auditor selection
process in 2017. Stephen Craig has served as
the audit partner for Deloitte since the
conclusion of the 2022 audit.
During the year, the Committee reviewed and
monitored Deloitte’s execution of the agreed
audit plan, considered Deloitte’s review of the
half-yearly results, and discussed the findings
of the audit for the year ended 31 March
2026. The Committee considered all
significant matters arising from Deloitte’s final
audit report, including key accounting
judgements made by the Investment
Manager and the Investment Manager’s
responses to audit findings.
The Committee intends to commence a
competitive external audit tender process
during 2026 in respect of the audit for the
year ending 31 March 2028. By that time,
Deloitte will have served as the Company’s
external auditor for 10 years, and the
Committee considers that undertaking a
tender in advance of that point is consistent
with best practice and supports the continued
independence and objectivity of the
external audit.
Audit, Risk and Internal Control continued
Audit and Risk Committee report continued
External auditor effectiveness
The Audit and Risk Committee undertook
an evaluation of the effectiveness of the
external audit process for the year ended
31 March 2025. This evaluation considered
the external auditor’s performance,
objectivity, independence and relevant
experience, and was informed by reports
and presentations from Deloitte, together
with discussions with the Investment
Manager.
In assessing audit effectiveness, the
Committee monitored the external auditor’s
independence and objectivity, having
regard to relevant professional and
regulatory requirements. The Committee
also considered the quality and execution of
the audit process, including the use of
Deloitte’s valuation specialists in supporting
the audit of the Company’s portfolio
valuations, the technical expertise of the
audit team, and continuity of audit
personnel.
The Committee reviewed a memorandum
from the Investment Manager addressing
the effectiveness, independence and
objectivity of the external auditor, including
feedback on areas where the audit process
could be enhanced. In forming its
conclusions, the Committee had regard to
the FRC’s Guidance on Audit Committees
(2016) and complied, to the extent
applicable, with the provisions of the FRC’s
Audit Committees and the External Audit
Minimum Standard (2023).
Assessment against the audit plan
The Committee was satisfied that the
external auditor delivered the audit in
accordance with the agreed audit plan. In
particular, the Committee noted that:
• the audit partner maintained a high level
of engagement throughout the audit
process;
• the audit was executed in line with the
agreed scope, addressing all identified
principal risks and any additional risks
arising during the audit;
• there were no unresolved differences of
view between the Investment Manager,
the Company and the external auditor in
respect of accounting treatments; and
• continuity within the audit team was
maintained, including in respect of the
audit of the Company’s subsidiaries.
Evaluation of audit quality
In line with the FRC’s Audit Committees and
the External Audit Minimum Standard
(2023), the Committee considered the key
elements supporting high-quality audit
judgements, including mindset and culture,
skills and expertise, quality control and the
exercise of professional judgement.
In making its evaluation, the Committee
noted in particular:
• the robustness of the audit procedures
performed to address risks identified in
the audit plan, including any
subsequently identified risks;
• the focus on valuation assumptions,
particularly those relating to SRL and
DNS:NET;
• the detailed audit work performed on
the calculation of management and
performance fees;
• the auditor’s review of disclosures
relating to the resilience statement and
key estimation uncertainties, including
discount rates, cash flow and
macroeconomic assumptions;
• the effective use of data analytics to
support audit testing;
• the level and quality of challenge
provided by the external auditor
throughout the audit;
• the audit team’s strong knowledge of
accounting standards, governance
requirements, and the infrastructure
market;
• the support provided to the audit team
by Deloitte’s technical specialists;
• the clarity and quality of responses
provided to questions raised by the
Committee; and
• no material weaknesses or deficiencies in
the audit process were identified during
the year.
The Committee also noted that the external
auditor demonstrated a thorough
understanding of the Company’s business
and regulatory environment, including
compliance with UK Investment Trust
Regulations and the AIC Statement of
Recommended Practice, and that the final
audit report provided appropriate
granularity in respect of valuation
assumptions and key judgements.
Non-audit services and external
auditor independence
The Company’s policy on non-audit services
is reviewed annually by the Committee to
ensure that any services provided by the
external auditor do not impair, or appear to
impair, the auditor’s independence or
objectivity. In accordance with this policy, all
non-audit services to be provided by the
external auditor to the Company and its
subsidiaries require prior approval from the
Chair of the Audit and Risk Committee.
As a general principle, the external auditor
does not undertake investment-related
work for the Company. Limited exceptions
may be permitted where services are
provided to an affiliate of the Company and
indirectly benefit the Company, or where
the work relates to reporting accountant
services, such as in connection with a capital
raise. In addition, in line with Deloitte’s
internal independence procedures, any
non-audit services provided to an audit
client are subject to approval by the audit
partner.
During the year ended 31 March 2026,
Deloitte and its associates provided non-
audit services to the Company, totalling
£80,473 (2025: £77,378). These services were
audit-related in nature and comprised
agreed-upon procedures in respect of
management and performance fees (£9,714)
and a review of the interim Financial
statements (£70,759).
Audit, Risk and Internal Control continued
Audit and Risk Committee report continued
In accordance with the Company’s policy,
Deloitte also provided non-audit services
during the year to certain unconsolidated
investee companies. The fees for these
services are typically borne by the relevant
investee companies or unconsolidated
subsidiaries and are not included within the
Company’s expenses.
When assessing the external auditor’s
independence, the Committee considers
the aggregate level of fees paid to the
external auditor, including fees borne by
the Company, its subsidiaries and relevant
investee companies.
Conclusion
Based on its evaluation, the Committee
concluded that the external audit for the
year ended 31 March 2025 was effective and
that Deloitte continued to demonstrate
appropriate independence, objectivity and
professional scepticism. Accordingly, the
Committee resolved to recommend to
shareholders the reappointment of Deloitte
as the Company’s external auditor at the
2026 AGM.
The Committee will continue to use the
outcomes of its annual audit effectiveness
reviews to inform its ongoing oversight of
the audit process and the forthcoming
external audit tender.
Risk management
and internal control
The Board retains overall responsibility for
the Company’s risk management and
internal control framework, including
determining the nature and extent of the
principal risks it is willing to accept to
achieve the Company’s strategic objectives.
The Company has established a
comprehensive risk management and
internal control framework, which is
reviewed regularly by the Audit and Risk
Committee and is designed to comply with
the FRC’s Guidance on Risk Management,
Internal Control and Related Financial and
Business Reporting. The Investment
Manager provides updates on the
assessment of the Company’s principal risks
and new and emerging risks, together with
details of how these are being managed or
mitigated in the context of the Company’s
strategic objectives and risk appetite.
During the year, the Committee focused on
assessing the effectiveness of the
Company’s risk management processes,
primarily through its review of the principal
risks and uncertainties set out in the Risk
report on pages 58 to 70.
The Investment Manager is responsible for
the day-to-day operation of the Company’s
system of internal controls and provides a
range of reports and information to the
Committee to enable it to review and assess
the effectiveness of the controls, including
controls over financial reporting. The
Committee also receives reporting from other
key service providers as relevant. In addition
to regular reporting, the Committee and the
Board, in some cases through its other Board
committees, holds other responsibilities
regarding the design and oversight of parts of
the key control framework.
With effect from the next financial year, the
new Provision 34 of the AIC Code requires
enhanced disclosure on how the Board
monitors and reviews the effectiveness of
the internal control framework, including a
declaration on the effectiveness of material
controls. In anticipation of this requirement,
the Company has included a summary of its
key control framework on page 100. 
Risk oversight activities
Key activities undertaken by the Committee
during the year included:
• conducting a comprehensive review of
the risk register as part of the Company’s
three-year risk review cycle (further
details of which are set out on pages 61
to 63). This included identifying principal,
key and emerging risks, assessing their
potential impact and likelihood, and
ensuring alignment with the Company’s
strategic objectives
• undertaking detailed reviews of specific
risks, as described in the Risk report on
pages 58 to 70;
• proactively identifying and assessing new
and emerging risks;
• reviewing the risk log at Committee
meetings and engaging with the
Investment Manager on risk mitigation
actions;
• assessing the design and operating
effectiveness of controls and mitigations
for each principal risk;
• reviewing risk-related disclosures within
the Annual report and accounts; and
• evaluating the resilience and viability
statements, including the reverse stress
testing performed (see pages 68 to 70).
The Committee reviewed the progress
made towards preparing for Provision 34.
During the year, there was a focus on
reviewing and documenting material
controls, mapping these to the principal
risks where relevant, and documenting the
assurance in place over each control.
Recognising that many of the Company’s
risks and associated controls are operated
by third parties, principally the Investment
Manager, the Company also enhanced its
approach to recording oversight and
assurance obtained from third-party service
providers.
Audit, Risk and Internal Control continued
Audit and Risk Committee report continued
During the coming financial year, the
Committee will continue to consider and
implement any further enhancements to the
Company’s documentation, processes and
disclosures required to meet the
requirements of Provision 34 of the AIC
Code.
Reliance on service providers
and assurance framework
The Company operates a delegated model
and relies on a number of third-party service
providers for critical functions, including
investment management, treasury,
administration and registrar services. A
structured framework of monitoring and
oversight is embedded within the
Company’s delegated authority
arrangements through the Board and its
Committees.
Each key service provider maintains its own
risk management and internal control
framework and is subject to independent
assurance. During the year, the Committee
reviewed reports from service providers,
including:
• annual independent reviews performed
by the Investment Manager’s Internal
Audit and Group Compliance functions
covering its Infrastructure business line
operations;
• reports on the Investment Manager’s IT
framework, including cyber maturity and
information security arrangements. The
Committee noted that there are no
critical IT dependencies for the
Company’s day-to-day operations and
that there were no reported system
outages or cybersecurity incidents during
the year;
• a review of the 3i European infrastructure
team’s activities covering investment
procedures, portfolio management,
sustainability strategy and reporting,
operating structure, and regulatory
compliance, including AIFMD
requirements. No material issues or
urgent actions were identified;
• a review of treasury processes, which did
not identify any significant findings, with
other service areas, such as tax, reviewed
on a rotational basis; and
• independent internal control reports
from the Company’s Registrar and the
Jersey administrator, Aztec Financial
Services (Jersey) Limited (‘Aztec’). Aztec
provided an unqualified ISAE 3402 report
and was re-certified under ISO 27001
during the year, providing further
assurance over the robustness of its
control environment and information
security arrangements.
The Committee also considered audit
update reports from Deloitte, including
their assessment of the design and
implementation of key controls relevant to
the audit.
Compliance and regulatory
oversight
Aztec has acted as the Company’s Jersey
administrator since December 2022. The
Company’s Compliance Officer, Money
Laundering Reporting Officer and Money
Laundering Compliance Officer are
employees of Aztec.
At each Audit and Risk Committee meeting,
the Compliance Officer presents a
compliance report, which the Committee
reviews in the context of the Company’s
delegated investment management and
support arrangements. The Committee also
approves an annual compliance monitoring
plan to test the Company’s adherence to
applicable Jersey legal and regulatory
requirements. No areas of concern were
identified during the year.
On the recommendation of the Compliance
Officer and Money Laundering Compliance
Officer, the Board approved updates to a
number of key policies and manuals during
the year, including the Conduct of Business
Manual, Anti-Money Laundering Manual
and Financial Crime Risk Assessment. The
Company Secretary also ensures that the
Board is kept informed of updates to other
relevant policies, including the Non-audit
Services Policy, Whistleblowing Policy,
Treasury Policy and the 3i Group Equal
Opportunities and Diversity Policy.
The Chair of the Audit and Risk Committee
also engages periodically with the
Compliance Officer and the 3i Group Heads
of Internal Audit and Compliance to
support ongoing oversight of internal audit
and compliance activities.
The Committee considered whether the
Company’s governance arrangements and
delegated model continue to support an
appropriate culture of risk awareness and
compliance.
Conclusion
Based on the work performed during the
year, the Audit and Risk Committee was
able to confirm to the Board that the
Company’s risk management and internal
control systems were operating effectively
and that no material weaknesses or
significant deficiencies were identified. The
Committee will continue to enhance its
monitoring and reporting in line with
Provision 34 of the AIC Code as it becomes
effective.
Other matters
Other matters reviewed by the Committee
during the year included:
• the Committee’s Terms of Reference;
and
• the Company’s compliance with its
regulatory obligations as a UK listed
entity and as a Jersey-registered
company.
Finally, I would like to thank my fellow
Committee members for their continued
support during the year.
Martin Magee
Chair, Audit and Risk Committee
11 May 2026
Audit, Risk and Internal Control continued
Audit and Risk Committee report continued
Summary of key control framework
S
u
m
m
a
r
y
o
f
k
e
y
c
o
n
t
r
o
l
f
r
a
m
e
w
o
r
k
Investment process
Portfolio company management
Investment portfolio management
Viability and going concern
• Due diligence process
• Investment procedures
• Investment Committee review and approval
• Sustainability assessment
• Responsible Investment policy
• 3i board representatives
• Active management of senior appointments
• Minimum sustainability requirements
• Procedures for portfolio management
• Monthly portfolio company dashboards and
performance monitoring
• Six‑monthly investment and portfolio company
reviews, including reporting against sustainability
requirements
• Stress testing methodology and modelling
• Analysis of assets and liabilities
• Strategy and liquidity forecasting models
• Viability scenario testing
Valuations process
Financial and regulatory reporting
Balance sheet management
Change management
• Approved Valuations policy
• Investment and portfolio company review
processes
• Oversight by the Valuations team, Investment
Committee, Valuations Committee and Audit
and Risk Committee
• Following the disposal of an investment, a
retrospective review to identify the primary
drivers of the differences between the latest
valuation of an investment and the subsequent
sale price
• Framework of key financial controls and
reconciliations
• Portfolio and company accounting processes
• Active investor relations and PR programme
• Documented analyses of complex transactions
and changes in accounting requirements and
disclosure
• Monitoring of the Company’s investment trust
status and compliance with AIFMD and the
Regulations
• Review of annual operating costs budget
• Review of compliance report confirming legal and
regulatory requirements are being met
• Treasury policy and control framework
• Foreign currency, liquidity and counterparty
monitoring framework
• Funds transfer and release controls
• Foreign exchange hedging programme
• Portfolio concentration and vintage control
monitoring framework
• Consideration of dividend policy, equity issuance
or return of capital
• Brokers and other advisers presentation to Board
in relation to feedback from shareholders,
potential investors and in relation to the market
for the Company’s shares
• Approval process for changes to corporate
structure
• Ongoing monitoring of legal and regulatory
changes
• Active engagement with government, regulators
and industry bodies
• Business systems governance and oversight
IT systems and security
Advisory relationships
Third-party service suppliers
Board values and culture
• IT governance and policy framework
• Access and data security controls
• Back-up and disaster recovery procedures and
testing
• IT and cyber security monitoring and control
framework, and regular penetration tests
• Cyber security awareness training
• Disclosure by its service providers of significant
cyber-attacks and any potential compromises
of Company information
• Pre-approved suppliers of investment due
diligence services
• Tendering and approval process for other
advisers, e.g. legal, tax
• Monitoring of performance and patronage
• Confidentiality and conflicts management
• Third-party risk management framework
• Required contractual protections, e.g. data
security and business continuity
• Oversight and governance frameworks for critical
suppliers
• Independent service organisation reports
• Relationship with the Investment Manager is
overseen by the Management Engagement
Committee.
• Review of the Company’s Registrars’ annual
independent report on its internal controls,
specifically covering registrar services. This is
completed in accordance with Technical Release
AAF 01/20
• Review of the Company’s Jersey administrator,
Aztec’s annual report detailing their internal
control framework.
• Board values framework
• Conduct and compliance policies and
monitoring
• Succession planning process
• Board behaviours are evaluated as part of the
annual Board performance review
• Review of the Board remuneration policy by the
Remuneration Committee, which the Board
approved
Relationship with Investment Manager
Management Engagement Committee report
The principal function of the  Management
Engagement Committee is t o consider, and
A constructive relationship
with the Investment
Manager combined
with robust oversight
are key to the success
of the Company.
Richard Laing
Chair, Management Engagement Committee
recommend to the Board, whether the
continued appointment of the Investment
Manager is in the best interests
of the Company and its shareholders and
to give reasons for its recommendation.
Its remit includes managing all aspects of
the performance of and relationship with
the Investment Manager. The Committee
also reviews the terms of the Investment
Management Agreement (‘IMA’).
Investment Manager
The Investment Manager is responsible
for the implementation of the agreed
Investment policy and for investment
or divestment decisions, subject to the
investments or divestments remaining
within certain thresholds.
Where the value of investments or
divestments is above the agreed threshold,
the Board is responsible for approving
these transactions.
The Investment Manager keeps the
Board regularly updated on the progress
of the deal pipeline, and proposed and
completed transactions.
The Investment Manager discusses with the
Board potential investment opportunities
and proposed divestments, whether or not
they are within the Investment Manager’s
delegated authority.
The Investment Manager undertakes
origination activities, manages the
Company’s funding and hedging
requirements, and manages funding
requirements of the investment
portfolio, all of which is governed
by the terms of the IMA.
Fees under the IMA consist of a tiered
management fee that is time weighted,
a one-off transaction fee of 1.2% payable
in respect of new investments, and a
performance fee that is paid on a
phased basis and subject to future
performance tests.
The applicable tiered management fee
rates are shown in the table below:
Gross investment value
Applicable tier rate
Up to £1.25bn
1.4%
£1.25bn to £2.25bn
1.3%
Above £2.25bn
1.2%
The IMA is terminable on service of
12 months’ notice by either party.
Further details on the management and
performance fees, and the relationship
between the Company, 3i Investments plc
and 3i Group are described in more detail
in Note 18 in the Financial statements
on pages 157 and 158.
During the year, the Committee assessed
the overall relationship with the Investment
Manager and:
• monitored and reviewed the Investment
Manager’s performance against the
Company’s strategy and the general
market conditions;
• reviewed the quality, timeliness, accuracy
and relevance of the information
provided to the Board, including
recommendations on new investments
and divestments and reviews of portfolio
company performance;
• reviewed the level of performance of
the portfolio relative to the Company’s
peer group;
• evaluated the quality and depth of
experience of the investment
management team;
• reviewed reports from industry analysts,
comparing the performance of listed
infrastructure investment companies;
• reviewed the fees charged to the
Company by the Investment Manager
for the provision of its management
services; and
• reviewed non-investment services
provided by the Investment Manager.
Following its assessment, and based on
the continued good performance of the
Investment Manager, the Committee
recommended to the Board, and the Board
agreed, that the continued appointment
of the Investment Manager on the terms set
out in Note 18 in the Financial statements
on pages 157 and 158 is in the interest
of the Company and its shareholders
as a whole.
Richard Laing
Chair, Management Engagement Committee
11 May 2026
Remuneration
Remuneration Committee report
It is the responsibility of the Remuneration Committee to recommend to the Board a policy
for non-executive Director remuneration, to monitor its implementation and to ensure
that all payments to non-executive Directors are made in accordance with the agreed
policy.
The Directors receive fixed annual fees, payable in cash. The maximum aggregate fee
payable to the Board is set out in the Company’s Articles of Association. Directors fees are
reviewed annually and are set at a level to attract and retain Directors of sufficient calibre
and experience to support effective oversight and governance.
Fees are set to take into account the respective time commitments of the role with
additional fees paid for the role of Senior Independent Director and Chair of the Audit
and Risk Committee.
Focus in the reporting year
Noting that the last independent fee benchmarking exercise was completed in financial
year 2020/21, during the year the Remuneration Committee engaged Ellason1, an advisory
practice specialising in executive remuneration, to carry out an independent benchmarking
exercise on its behalf.
Ellason’s report considered two main comparator groups: (i) infrastructure, based on
externally managed infrastructure and renewables funds; and (ii) size, based on FTSE All-
Share investment trusts with comparable market capitalisation. 
The Committee considered the report in January 2026 and reviewed its findings against the
current level of the Directors’ fees. When compared with its closest comparators, the
Committee noted that existing fee levels had fallen materially behind desired market
positioning and therefore proposed fee increases for almost all Board roles.
When determining the level of the proposed fee increases the Committee considered:
the size, complexity and relative performance of the Company’s portfolio; the specialist skill
set required from Directors; and whether the fees adequately reflect the time spent by
Directors, including, but not limited to, attendance at meetings, strategy sessions, and Board
calls with the Investment Manager.
Change in Directors’ Remuneration
% change
April 2026
% change
April 2025
% change
April 2024
Chair of the Board
15%
3%
4%
Base fee for Directors
25%
3%
4%
Additional fees for:
– Senior Independent Director
0%
3%
3%
– Chair of Audit and Risk Committee
23%
4%
4%
The remuneration structure
for non-executive Directors
should be transparent
and appropriately reflect the
complexity of the Company
and the demands and
time commitment required
of Directors.
Stephanie Hazell
Chair, Remuneration Committee
1. Neither the Company nor its Directors have any connection with Ellason.
Remuneration continued
Remuneration Committee report continued
After careful consideration, the Committee recommended to the Board that the base fee
for Directors, the Chair of the Board, and Chair of the Audit and Risk Committee, be
increased as set out on the previous page. This was subsequently approved by the Board
to take effect from 1 April 2026.
Fee policy
Effective
April 2026
Effective
April 2025
Effective
April 2024
Chair of the Board
£160,000
£139,000
£135,000
Base fee for Directors
£67,000
£53,500
£52,000
Additional fees for:
– Senior Independent Director
£8,500
£8,500
£8,250
– Chair of Audit and Risk Committee
£16,000
£13,000
£12,500
The report’s findings also informed discussions about the appropriate fee for the incoming
Chair. Having considered the scale of the role and in order to be able to attract and retain
the calibre and expertise required by the Board, a fee of £175,000 was agreed for the
incoming Chair (effective from 1 January 2027).
The Directors’ fees for the financial year to 31 March 2026 and fee increases
from 1 April  2026 are as follows:
Directors’ fees
Amount per annum to
be paid from
1 April 2026
£
Amount paid in the
year ended
31 March 2026
£
Richard Laing (Chair of the Board)
160,000
139,000
Doug Bannister1
N/A
15,241
Jennifer Dunstan 2
67,000
53,500
Milton Fernandes
67,000
53,500
Lisa Gordon
67,000
53,500
Stephanie Hazell (Senior Independent
Director)
75,500
62,000
Martin Magee (Chair of Audit & Risk
Committee)
83,000
66,500
1. Retired with effect from 3 July 2025.
2. Fee payable to 3i plc.
Remuneration policy
The Company’s policy remains that smaller, incremental increases to non-executive
Director fees is a preferable approach to adjusting fees, rather than larger increases at less
regular frequencies.
The Committee anticipates that, following the recent fee increases detailed in this report,
it will revert to smaller incremental fee adjustments until its next benchmarking exercise
expected in 2029.
None of the Directors received any additional remuneration or incentives in respect of their
services as a Director of the Company.
Stephanie Hazell
Chair, Remuneration Committee 
11 May 2026
Additional statutory and corporate governance information
Principal activity
The Company is a closed-ended UK
investment trust that invests in infrastructure
businesses and assets. The Directors do
not anticipate any change in the principal
activity of the Company in the foreseeable
future. Its unconsolidated subsidiaries
are shown in Note 19 in the Financial
statements on pages 159 to 162 .
Investment trust status
The Company is a UK-approved
investment trust. The affairs of the
Company are directed to enable it to
maintain its UK tax domicile and its
approved investment trust company
status, which it did during the course
of the year. This is managed on an
ongoing basis by the Investment
Manager and monitored by the
Audit and Risk Committee.
Corporate governance
The Company is committed to upholding
the highest standards of corporate
governance. The Company observes the
requirements of the AIC Code, a copy of
which is available from the AIC website
at www.theaic.co.uk. The provisions of
the AIC Code are more appropriate for a
closed-ended investment trust than the UK
Code because, amongst other things, it has
no executive directors and no employees.
The AIC website includes an explanation
of how the AIC Code adapts the principles
and provisions set out in the UK Code
to make them relevant for investment
companies. The Company complied with
all the applicable provisions of the AIC
Code for the financial year ended 31 March
2026. See page 78 for the Company’s
statement of compliance with the AIC
Code.
Directors’ duties
Details of compliance by Directors
with their Directors’ duties are set out
on page 71.
Appointment and
re-election of Directors
The appointment and re-election of
Directors is governed by the Articles, the
Companies (Jersey) Law 1991 and related
legislation. The Articles provide that, at
each AGM of the Company, all the
Directors at the date of notice convening
the AGM shall retire from office, and each
Director may offer themselves for election
or re‑election. In addition, under the AIC
Code, all Directors should be subject
to annual election by shareholders.
As a result, all Directors will retire, and will
stand for re-election, at the next AGM to be
held on 2 July 2026. The Board regularly
considers the independence of non-
executive Directors, as detailed on page 87.
Board’s responsibilities
and processes
The composition of the Board and its
Committees, as well as the Board’s key
responsibilities and the way that it and
its Committees work, are described on
pages 79 to 82.
The Board is responsible to shareholders
for the overall management of the
Company and may exercise all the powers
of the Company subject to the provisions
of relevant statutes, the Articles and any
directions given by special resolution
of the shareholders.
Matters reserved for the Board
The Board has approved a formal
Schedule of Matters Reserved to it
and its duly authorised Committees
for decision, as detailed on page 80.
Portfolio management
and voting policy
In relation to unquoted investments, the
Company’s approach is to seek to add
value to the businesses in which it invests
through the extensive experience, resources
and contacts of the Investment Manager’s
team. In relation to quoted equity
investments, the Company’s policy
is to exercise voting rights on matters
affecting the interests of the Company.
Additional statutory and corporate governance information continued
Regulation
The Company is incorporated in Jersey
and is regulated by the JFSC as a collective
investment fund under the Collective
Investment Funds (Jersey) Law 1988.
Its shares are listed in the closed-ended
investment funds category of the Official
List of the FCA and traded on the London
Stock Exchange’s Main Market.
Alternative Investment
Fund Managers Regulations
and Directive
For the purposes of the Alternative
Investment Fund Managers Regulations
2013 (the ‘Regulations’) and the EU AIFMD,
the Company is an alternative investment
fund (‘AIF’). The Investment Manager is
approved as an Alternative Investment Fund
Manager (‘AIFM’) by the FCA for the
purposes of the Regulations, and is the
Company’s AIFM. The Company’s
Depositary is Citibank UK Limited.
The Investment Manager is a subsidiary
of 3i Group and the Remuneration policy
of 3i Group (which applies to the Investment
Manager) was last approved by 3i Group’s
shareholders in 2023. Details of the
Remuneration policy are set out in the 3i
Group Annual report and accounts for 2025. 
The disclosures required by the Investment
Manager as an AIFM are contained in the
Annual report and accounts of 3i Group
(www.3i.com). These disclosures include
the remuneration (fixed and variable) of
all staff and all AIFM Identified Staff of the
Investment Manager. Due to 3i Group’s
operational structure, the information
needed to provide a further breakdown of
remuneration attributable to the staff and
the AIFM Identified Staff of the Investment
Manager as the Company’s AIFM, is
not readily available and would not be
relevant or reliable.
Although certain investor disclosures
required by the FCA’s Investment
Funds sourcebook are made in this
Annual report, further disclosures are
summarised on the Company’s website
at www.3i-infrastructure.com. There
have been no material changes to these
disclosures during the financial year.
In accordance with Part 5 of the Regulations
and the relevant requirements of the AIFMD
the Investment Manager, as an AIFM,
requires all relevant controlled portfolio
companies to make available to employees
an annual report which meets the
applicable disclosure requirements. These
are available either on the portfolio
company’s website or through filing with
the relevant local authorities.
NMPI
As a UK investment trust, the Company’s
shares are excluded from the FCA rules
regarding the restrictions on the retail
distribution of unregulated collective
investment schemes and close substitutes
(‘non-mainstream pooled investments’,
or ‘NMPIs’) and therefore the restrictions
relating to NMPIs do not apply to its shares.
It is the Board’s intention that the Company
will continue to conduct its affairs in such
a manner that it maintains its approved
investment trust company status and that,
accordingly, the Company’s shares will
continue to be excluded from the FCA’s
rules relating to NMPIs.
Results and dividends
The Directors recommend that a final
dividend of 6.725 pence per share (2025:
6.325 pence per share) be paid in respect
of the year to 31 March 2026 to
shareholders on the register at the close of
business on 12 June 2026. The Company
has chosen to designate 6.50 pence of its
final dividend as an interest distribution.
The distribution of the dividend payments
between interim and final dividends
is evaluated by the Board each year,
according to the Company’s performance,
portfolio income generation and other
factors, such as profits generated on the
realisation of portfolio assets. The Company
will be targeting a dividend for FY27 of
14.30 pence per share.
Operations and management
arrangements
Details of the role and responsibilities of the
Investment Manager under the Investment
Management Agreement are set out in the
Management Engagement Committee
report on page 101.
Other significant service
arrangements
In addition to the investment management
arrangements, 3i plc and 3i Investments plc
(both subsidiaries of 3i Group plc), in
relation to certain regulatory services, have
been appointed by the Company to provide
support services, including treasury and
accounting services, investor relations
and other support services. The amounts
payable under these arrangements are
described in more detail in Note 18 in the
Financial statements on pages 157 and 158.
3i plc acts as Company Secretary to the
Company, and Aztec Financial Services
(Jersey) Limited acts as the Company’s
Jersey fund administrator, which includes
provision of the Company’s Compliance
Officer, Money Laundering Compliance
Officer and Money Laundering
Reporting Officer.
Additional statutory and corporate governance information continued
Revolving credit facility
The Company has a £1.2 billion RCF to
maintain liquidity for further investment
while minimising returns dilution from
excessive cash holdings. It comprises
£900 million of original commitments,
maturing in June 2029 following an
extension during the year, and £300 million
under an accordion feature, maturing in
March 2027. The facility has a margin of
1.4% and a commitment fee on undrawn
amounts.
The facility is a sustainability-linked RCF.
It includes ambitious targets across
sustainability themes. Performance against
these targets will adjust the margin for the
subsequent year.
Share capital
The issued share capital of the Company as
at 31 March 2026 was 922,350,000 ordinary
shares (2025: 922,350,000). The Company
does not hold any ordinary shares in treasury.
Directors’ authority
to buy back shares
The Company did not purchase any of its
own shares during the year. The current
authority of the Company to make market
purchases of up to 14.99% of the issued
ordinary share capital expires at the 2026
AGM. The Company will seek to renew such
authority until the end of the AGM in 2027,
specifying the maximum and minimum
price at which shares can be bought back.
Any buy back of ordinary shares will be
made in accordance with Jersey law, and
the making and timing of any buy backs will
be at the discretion of the Directors.
Such purchases will also only be made in
accordance with the UK Listing Rules of the
FCA, which provide that the price paid must
not be more than the higher of: (i) 5% above
the average middle market quotations for
the ordinary shares for the five business
days before the shares are purchased; and
(ii) the higher of the last independent trade
and the highest current independent bid on
the London Stock Exchange at such time.
Directors’ indemnities
The Articles provide that, subject to the
provisions of Jersey Company Law, every
Director of the Company shall be
indemnified out of the assets of the
Company against all liabilities and expenses
incurred by him or her in the actual or
purported execution or discharge of his or
her duties. ‘Jersey Company Law’ here
refers to the Companies (Jersey) Law 1991
and every other statute, regulation or order
for the time being in force concerning
companies registered under
the Companies (Jersey) Law 1991.
In addition, the Company has entered into
indemnity agreements for the benefit of its
Directors and these remain in force at the
date of this report. The Company also had
directors’ and officers’ liability insurance
in place in the year.
Major interests in ordinary shares
As at 31 March 2026 and 30 April 2026, the Company had received notification
in accordance with Chapter 5 of the FCA’s Disclosure Guidance and Transparency Rules
of the following notifiable interests in the voting rights in the Company’s ordinary
share capital.
Interest in ordinary shares
Number of
ordinary
shares1 as at
31 March 2026
% of issued
share capital
Number of
ordinary
shares1 as at
30 April 2026
% of issued
share capital
3i Group plc (and subsidiaries)
269,242,685
29.19%
269,242,685
29.19%
Schroders plc
48,401,478
5.25%
47,778,439
5.18%
Evelyn Partners Limited
46,537,676
5.05%
47,541,976
5.15%
1. Each ordinary share carries the right to one vote.
Directors’ shareholdings and share interests
Details of Directors’ interests (including interests of their closely associated persons)
in the Company’s shares as at 31 March 2026 * are shown in the table below.
Directors’ interests and beneficial interests
Ordinary
shares at 31
March 2026
Ordinary
shares at 31
March 2025
Richard Laing
43,035
43,035
Milton Fernandes
21,750
14,823
Lisa Gordon
10,000
–
Stephanie Hazell
15,451
6,595
Martin Magee
15,242
12,242
Jennifer Dunstan
–
–
*  There have been no changes in Directors’ shareholdings and share interests since 31 March 2026.
Additional statutory and corporate governance information continued
Political donations
During the year, no donations were made to
political parties or organisations, or
independent election candidates and no
political expenditure was incurred.
Information included
in the Strategic report
The Strategic report on pages 1 to 71
provides a review of the performance
and position of the Company, together
with a description of the principal risks and
uncertainties that it faces. Furthermore, the
Strategic report includes: the Company’s
risk management objectives and policies;
likely future developments of the business;
and the s172 statement. The Directors’
Resilience statement is also shown in the
Strategic report on page 68.
The Modern Slavery Act 2015
The Directors are committed to investing
responsibly and note the statement made
by 3i Group plc under Section 54 of the
Modern Slavery Act 2015 (‘MSA’), which
applies to the Company’s Investment
Manager. The Company itself is not subject
to the MSA because, amongst other things,
it is a Jersey company. Further details can
be found on the Company’s website,
www.3i-infrastructure.com.
Statement of Directors’
responsibilities
The Directors are responsible for preparing the
Annual report and accounts in accordance with
applicable law and regulations and those
International Accounting Standards (‘IFRS’) which
have been adopted by the UK.
As a company listed on the London Stock
Exchange’s Main Market, 3i Infrastructure plc
is subject to the FCA’s UK Listing Rules and
Disclosure Guidance and Transparency
Rules, as well as to all applicable laws and
regulations of Jersey, where it is incorporated.
Jersey Company Law requires the Directors
to prepare financial statements for each
financial period in accordance with generally
accepted accounting principles. The Financial
statements of the Company are required by
law to give a true and fair view of the state
of affairs of the Company at the period end,
and of the profit or loss of the Company
for the period then ended.
In preparing these Financial statements,
the Directors should:
• select suitable accounting policies
and then apply them consistently;
• make judgements and estimates
that are reasonable;
• specify which generally accepted
accounting principles have been
adopted in their preparation; 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 keeping
accounting records that are sufficient
to show and explain the Company’s
transactions and which disclose
with reasonable accuracy at any time the
financial position of the Company and
enable them to ensure that the Company’s
Financial statements comply with the
requirements of the Companies (Jersey)
Law 1991.
They are also 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
preparing the Annual report and accounts
and the Directors confirm that they consider
that, taken as a whole, the Annual report
and accounts are fair, balanced and
understandable and provide the
information necessary for shareholders to
assess the Company’s performance,
business model and strategy.
The Directors confirm that, so far as they
are each aware, there is no relevant audit
information of which the Company’s auditor
is unaware; and each Director has taken all
the steps that he or she ought to have taken
as a Director to make him or herself aware
of any relevant audit information and
to establish that the Company’s auditor
is aware of that information.
In accordance with the FCA’s Disclosure
Guidance and Transparency Rules, the
Directors confirm to the best of their
knowledge that:
• the Financial statements, prepared in
accordance with applicable accounting
standards, give a true and fair view of
the assets, liabilities, financial position
and profit or loss of the Company
taken as a whole; and
• the Annual report and accounts includes
a fair review of the development and
performance of the business and the
position of the Company taken as a
whole, together with a description of
the principal risks and uncertainties
faced by the Company.
The Directors of the Company and their
functions are listed on page 75 and pages
79 to 82.
The Directors have acknowledged their
responsibilities in relation to the Financial
statements for the year to 31 March 2026.
By order of the Board
Authorised signatory
3i plc
Company Secretary
11 May 2026
Registered Office:
Aztec Group House
IFC 6, The Esplanade
St. Helier
Jersey JE4 0QH
Channel Islands
3i Infrastructure plc Annual report and accounts 2026
108
Resilient
performance in
a challenging year
Accounts and
other information
FLAG
Page 28
Independent auditor’s report
to the members of 3i Infrastructure plc
Report on the audit of the Financial statements
1 Opinion
In our opinion the Financial statements of 3i Infrastructure plc (the ‘Company’):
• give a true and fair view of the state of the Company’s affairs as at 31 March 2026 and of the Company’s profit for the year then ended;
• have been properly prepared in accordance with UK adopted international accounting standards; and
• have been properly prepared in accordance with Companies (Jersey) Law, 1991.
We have audited the Financial statements which comprise:
• the Statement of comprehensive income;
• the Statement of changes in equity;
• the Balance sheet;
• the Cash flow statement;
• the Reconciliation of net cash flow to movement in net debt;
• the Significant accounting policies; and
• the related Notes 1 to 19.
The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards.
Independent auditor’s report to the members of 3i Infrastructure plc continued
2Basis 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 UK, including the Financial Reporting
Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
The non-audit services provided to the Company for the year are disclosed in Note 3 to the Financial statements. We confirm that we have not provided any non-audit services
prohibited by the FRC’s Ethical Standard to the Company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
3Summary of our audit approach
Key audit matters
The key audit matter that we identified in the current year was the fair value of the investment portfolio.
Materiality
The materiality that we used for the Financial statements in the current year was £37.3 million, which was determined on the basis of approximately 1% of the
Company’s net asset value (‘NAV’).
A lower materiality threshold of £4.0 million based upon approximately 2% of investment income was applied to certain balances in the Statement
of comprehensive income and Balance sheet, excluding the fair value of investments and derivatives balances and their associated fair value movements.
Audit work to respond to the risks of material misstatement was performed directly by the audit engagement team and covered all the Company’s operations
and investments.
Scoping
Significant changes
in our approach
There have been no significant changes in our audit approach compared with the prior year.
Independent auditor’s report to the members of 3i Infrastructure plc continued
4Conclusions 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.
Our evaluation of the Directors’ assessment of the Company’s ability to continue to adopt the going concern basis of accounting included:
• evaluating the going concern assessment prepared by the Investment Manager and reviewed by the Board;
• assessing the ability of the Company’s investments to generate cash income for the Company and the robustness of those cash flows to key risks;
• assessing the model used to prepare the forecasts, testing the mathematical accuracy of those forecasts and evaluating the historical accuracy of the forecasts prepared by the
Investment Manager;
• assessing the financial position of the Company, including the cash balance of £4 million and reviewing the refinanced Revolving Credit Facility (‘RCF’) agreement with a maturity date
which is beyond the going concern assessment period;
• assessing the Directors’ liquidity and covenant compliance forecast for the next 12 months, including the ability of the Company to meet its obligations under the Investment
Management Agreement;
• assessing the Directors’ sensitivity analysis, including the consideration of a 'reverse stress test’; and
• evaluating the appropriateness of the going concern disclosures included in the financial statements.
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 12 months from when the Financial statements are authorised for issue.
In relation to reporting on how the Company has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors’
statement in the Financial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Independent auditor’s report to the members of 3i Infrastructure plc continued
5Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial statements of the current period and include the most
significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the Financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these
matters.
5.1 Fair value of the investment portfolio
Key audit matter
description
At 31 March 2026, the Company held investments totalling £4,285 million ( 2025: £3,790 million) in unquoted companies which are measured at fair
value through profit and loss. These investments are classified at Level 3 within the IFRS 13 Fair Value Measurement fair value hierarchy, and their valuation
requires significant judgement and estimation.
Given the absence of a liquid market, investments are generally measured using a discounted cash flow (‘DCF’) methodology (except where a market
quote is available). The inherent complexity of the DCF methodology, combined with the number of significant judgements and estimates, means there is
a risk that the fair value of the investments could be misstated. There are certain assumptions used in the determination of fair value to which the fair value
is highly sensitive, which require a significant level of judgement to determine, and which could be susceptible to bias or manipulation, which is why we
consider there to be a potential fraud risk.
The key assumptions and estimates used in the determination of the fair value of investments have been summarised as:
• discount rates – the determination of the appropriate discount rate that is reflective of current market conditions and the specific risks of each
investment. The level of judgement required in respect of this is heightened by recent market volatility;
• terminal value – the residual value reflective of the end of the projected discrete cash flow period based on market comparables;
• macroeconomic assumptions – specifically long-term inflation rates; and
• forecast future cash flows – specific investments contain certain assumptions in the cash flow forecasts that are particularly complex and judgemental.
This key audit matter is also discussed on page 95 in the Audit and Risk Committee report, and disclosed in the significant accounting policies
as a key source of estimation uncertainty on page 130, and in the portfolio valuation methodology on pages 35 and 36.
How the scope
of our audit
responded to the
key audit matter
In response to the key audit matter identified, we performed the following procedures:
• obtained an understanding of and tested the controls in respect of the valuation process adopted by the Investment Manager and the Board, including
the review and approval processes undertaken by the Investment Manager’s valuation committee;
• tested that the valuation methodology is compliant with IFRS 13 - Fair Value Measurements requirements;
Independent auditor’s report to the members of 3i Infrastructure plc continued
5.1 Fair value of Investments continued
How the scope
of our audit
responded to the
key audit matter
continued
• made inquiries with the Investment Manager’s Managing Partner, CFO, and other partners and personnel responsible for preparing and reviewing the
valuations to understand the underlying performance of the businesses being valued and how the year-end valuation has been prepared, including
key valuation assumptions;
• for investments with certain risk characteristics, involved our valuation specialists to independently calculate and benchmark the discount rates applied
in the valuations. This benchmarking involved comparing the rates to relevant peers and transactions and considering the inherent risk profile of the
underlying cash flows;
• tested and challenged the macroeconomic assumptions included in the forecasts with reference to observable market data and external forecasts;
• assessed the forecast cash flows and related assumptions for all investments, including movements since acquisition or the prior year and, where
applicable, used third-party evidence to challenge key assumptions;
• engaged with our valuation specialists to apply an additional level of challenge to the investments identified as containing more judgemental forecast
cash flow assumptions;
• assessed the terminal value assumptions for all investments, including movements since acquisition that would result in revising this residual value;
• assessed the consideration of the impact of climate change in respect of investments;
• evaluated industry news and other external sources of information to identify evidence that may contradict the assumptions taken by the Investment
Manager;
• assessed the historical accuracy of the cash flow forecasts through comparison to actual results in order to assess the reliability of the forecasts;
• compared historical data included in the valuation to audited financial statements to check that forecasts are based on actual results where applicable;
• evaluated whether the estimates made were, individually and in aggregate, reasonable and free of bias;
• for investments for which a sale has been agreed, we have recalculated the valuation thereof with reference to the terms of the signed contractual
agreements;
• reviewed the Investment Manager’s assessment of the impact of the conflict in the Middle East on the portfolio of investments; and
• assessed the disclosures made in the Notes to the Financial statements including the key sources of estimation uncertainty.
Key observations
We consider the estimates and assumptions utilised in determining the fair value of the Company’s investment portfolio to be reasonable
and supportable, and therefore have concluded that the fair value of the Company’s investments as at 31 March 2026 is appropriate.
Independent auditor’s report to the members of 3i Infrastructure plc continued
6 Our application of materiality
6.1Materiality
We define materiality as the magnitude of misstatement in the Financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would
be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the Financial statements as a whole as follows:
Materiality
£37.3 million (2025: £35.0 million).
Basis for determining materiality
Materiality is determined using approximately 1% (2025: 1% of NAV).
Rationale for the benchmark applied
We consider NAV to be the key financial statement benchmark used by shareholders of the Company in assessing financial performance.
                     
NAV
£3,737m
n
NAV
n
Materiality
Materiality
£37.3m
Audit Committee
reporting threshold
£1.8m
A lower materiality threshold of £4.0 million (2025: £3.8 million) based on approximately 2% (2025: 2%) of investment income has also been used. This has been applied to certain balances
in the Statement of comprehensive income and Balance sheet, excluding fair value of investments and derivatives balances and their associated fair value movements, due to qualitative
factors of stakeholder interest.
Independent auditor’s report to the members of 3i Infrastructure plc continued
6Our application of materiality continued
6.2 Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality for
the Financial statements as a whole. Performance materiality was set at 70% of materiality for the 2026 audit (2025: 70%). In determining performance materiality, we considered the
following factors:
• the quality of internal controls in existence at the Company and the Investment Manager;
• the stability of the business;
• the low level of errors identified in prior years;
• the willingness of the Investment Manager to correct errors identified; and
• the continuity and competence of the finance team.
6.3Error reporting threshold
We agreed with the Audit and Risk Committee that we would report to the Committee all audit differences in excess of £1.8 million (2025: £1.8 million), as well as differences below
that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit and Risk Committee on disclosure matters that we identified when assessing
the overall presentation of the Financial statements.
7 An overview of the scope of our audit
7.1 Scoping
Our audit was scoped by obtaining an understanding of the entity and its environment, including internal control, and assessing the risks of material misstatement. There have been no
changes to our scoping strategy compared to the prior year audit. All audit work to respond to the risks of material misstatement was performed directly by the audit engagement team
and covered all operations and investments.
7.2 Our consideration of the control environment
The Audit and Risk Committee report beginning on page 94 of the Annual report provides details of the Committee’s consideration of the effectiveness of the internal control
environment.
We have obtained an understanding of the control environment and the relevant controls to address our significant risks and other key account balances and transactions, including
the valuation of investments, performance and management fees, investment income, and the financial reporting process. This included the control environment and relevant controls
operating at the Investment Manager as a key service provider to the Company.
We have also tested and relied on the controls in respect of the investment valuation process.
Independent auditor’s report to the members of 3i Infrastructure plc continued
7An overview of the scope of our audit continued
7.3Our consideration of climate-related risks
The Company has identified climate risk as a key risk as detailed in the Climate risk section of the Risk report on page 63. The primary area where climate risks could impact the financial
statements is in respect of the fair value of investments as the investment portfolio companies face a range of climate change related risks and opportunities.
The Company has considered the impact of climate change when preparing the investment valuations. Our procedures have included assessing the Company’s consideration of the
impact of climate change in respect of their investments as highlighted in section 5.1 above. We have also evaluated the appropriateness of the climate related disclosures included in
the significant accounting policies and have read the Annual report to consider whether other climate change disclosures are materially consistent with the financial statements and our
knowledge obtained in the audit.
8Other 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 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.
Independent auditor’s report to the members of 3i Infrastructure plc continued
9 Responsibilities of Directors
As explained more fully in the Statement of Directors’ responsibilities, 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.
10Auditor’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.
A further description of our responsibilities for the audit of the Financial statements is located on the FRC’s website. This description forms part of our auditor’s report.
11 Extent to which the audit was considered capable of detecting irregularities, including fraud
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.
11.1Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
• the nature of the industry and sector, control environment and business performance, including the design of the Investment Manager’s fee structure and performance targets;
• results of our enquiries of the Investment Manager, the Investment Manager’s internal audit function, the Directors and the Audit and Risk Committee about their own identification
and assessment of the risks of irregularities, including those that are specific to the Company’s sector;
• any matters we identified having obtained and reviewed the Company’s documentation of their policies and procedures relating to:
– identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
– detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
– the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and
• the matters discussed amongst the audit engagement team and relevant internal specialists, including valuations specialists, regarding how and where fraud might occur in the
Financial statements, and any potential indicators of fraud.
Independent auditor’s report to the members of 3i Infrastructure plc continued
11 Extent to which the audit was considered capable of detecting irregularities, including fraud continued
11.1Identifying and assessing potential risks related to irregularities continued
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the fair
value of the investment portfolio. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focusing on provisions of those laws and regulations that had a direct effect
on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the Companies (Jersey) Law,
1991, UK Listing Rules, and UK Investment Trust tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the Financial statements but compliance with which may be fundamental to the
Company’s ability to operate or to avoid a material penalty. The key laws and regulations we considered in this context included the Association of Investment Companies (‘AIC’) Code
of Corporate Governance, and the Alternative Investment Fund Managers Regulations 2013 and related regulations and rules of the Financial Conduct Authority (‘FCA’).
11.2Audit response to risks identified
As a result of performing the above, we identified the fair value of the investment portfolio as a key audit matter related to the potential risk of fraud. The key audit matters section of our
report explains the matter in more detail and also describes the specific procedures we performed in response to that key audit matter.
In addition to the above, our procedures to respond to risks identified included the following:
• reviewing the Financial statements’ disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having
a direct effect on the Financial statements;
• enquiring of management, the Audit and Risk Committee, and the Investment Manager’s in-house legal counsel concerning actual and potential litigation and claims;
• performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
• reading minutes of meetings of those charged with governance, and reviewing the Investment Manager’s internal audit reports pertaining to the Company’s activities; and
• in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements
made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal
course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, including internal specialists, and remained alert to any
indications of fraud or non-compliance with laws and regulations throughout the audit.
Independent auditor’s report to the members of 3i Infrastructure plc continued
Report on other legal and regulatory requirements
12Corporate Governance Statement
The UK Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the
Company’s compliance with the provisions of the UK Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the
Financial statements and our knowledge obtained during the audit:
• the Directors’ statement with regard to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified, set out on pages 68 and 69;
• the Directors’ explanation as to its assessment of the Company’s prospects, the period this assessment covers and why the period is appropriate, set out on page 69;
• the Directors’ statement on fair, balanced and understandable, set out on page 107 ;
• the Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks, set out on page 107;
• the section of the Annual report that describes the review of effectiveness of risk management and internal control systems, set out on pages 98 and 99; and
• the section describing the work of the Audit and Risk Committee, set out on pages 94 to 99.
13Matters on which we are required to report by exception
13.1Adequacy of explanations received and accounting records
Under the Companies (Jersey) Law, 1991, we are required to report to you if, in our opinion:
• we have not received all the information and explanations we require for our audit; or
• proper accounting records have not been kept, or proper 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.
We have nothing to report in respect of these matters.
Independent auditor’s report to the members of 3i Infrastructure plc continued
14Other matters which we are required to address
14.1Auditor tenure
Following the recommendation of the Audit and Risk Committee, we were appointed by the shareholders on 6 July 2017 at the Annual General Meeting to audit the Financial statements
for the year ending 31 March 2018 and subsequent financial periods. The period of total uninterrupted engagement including previous renewals and re-appointments of the firm is nine
years, covering the years ending 31 March 2018 to 31 March 2026.
14.2Consistency of the audit report with the additional report to the Audit and Risk Committee
Our audit opinion is consistent with the additional report to the Audit and Risk Committee we are required to provide in accordance with ISAs (UK).
15Use of our report
This report is made solely to the Company’s members, as a body, in accordance with Article 113A of the Companies (Jersey) Law, 1991. 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.
As required by the FCA Disclosure Guidance and Transparency Rule (DTR) 4.1.15R – DTR 4.1.18R, these Financial statements will form part of the Electronic Format Annual Financial
Report filed on the National Storage Mechanism of the FCA in accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides no assurance over whether the Electronic
Format Annual Financial Report has been prepared in compliance with DTR 4.1.15R – DTR 4.1.18R.
Stephen Craig, FCA
For and on behalf of Deloitte LLP
Recognised Auditor
London, UK
11 May 2026
Statement of comprehensive income
For the year to 31 March
Notes
2026
£m
2025
£m
Net gains on investments
7
191
182
Investment income
7
218
203
Interest receivable
–
1
Investment return
409
386
Movement in the fair value of derivative financial instruments
5
(23)
34
Management and performance fees payable
2
(57)
(67)
Operating expenses
3
(4)
(4)
Finance costs
4
(18)
(31)
Exchange rate movements
(12)
15
Profit before tax
295
333
Income taxes
6
–
–
Profit after tax and profit for the year
295
333
Total comprehensive income for the year
295
333
Earnings per share
Basic and diluted (pence)
14
32.0
36.1
Statement of changes in equity
For the year to 31 March
2026
Notes
Stated
capital
account
£m
Retained
reserves¹
£m
Capital
reserve¹
£m
Revenue
reserve¹
£m
Total
shareholders’
equity
£m
Opening balance at 1 April 2025
879
1,282
1,375
26
3,562
Total comprehensive income for the year
–
–
162
133
295
Dividends paid to shareholders of the Company during the year
15
–
–
–
(120)
(120)
Closing balance at 31 March 2026
879
1,282
1,537
39
3,737
2025
Notes
Stated
capital
account
£m
Retained
reserves¹
£m
Capital
reserve¹
£m
Revenue
reserve¹
£m
Total
shareholders’
equity
£m
Opening balance at 1 April 2024
879
1,282
1,173
8
3,342
Total comprehensive income for the year
–
–
202
131
333
Dividends paid to shareholders of the Company during the year
15
–
–
–
(113)
(113)
Closing balance at 31 March 2025
879
1,282
1,375
26
3,562
1. The Retained reserves, Capital reserve and Revenue reserve are distributable reserves. Retained reserves relate to the period prior to 15 October 2018. Further information can be found in Accounting policy H.
Balance sheet
As at 31 March
Notes
2026
£m
2025
£m
Assets
Non-current assets
Investments at fair value through profit or loss
7
4,285
3,790
Derivative financial instruments
10
7
33
Total non-current assets
4,292
3,823
Current assets
Derivative financial instruments
10
26
49
Trade and other receivables
8
3
2
Cash and cash equivalents
4
4
Total current assets
33
55
Total assets
4,325
3,878
Liabilities
Non-current liabilities
Derivative financial instruments
10
(18)
(3)
Trade and other payables
12
(9)
(20)
Loans and borrowings
11
(535)
(260)
Total non-current liabilities
(562)
(283)
Current liabilities
Derivative financial instruments
10
(7)
(2)
Trade and other payables
12
(19)
(31)
Total current liabilities
(26)
(33)
Total liabilities
(588)
(316)
Net assets
3,737
3,562
Balance sheet continued
Notes
2026
£m
2025
£m
Equity
Stated capital account
13
879
879
Retained reserves
1,282
1,282
Capital reserve
1,537
1,375
Revenue reserve
39
26
Total equity
3,737
3,562
Net asset value per share
Basic and diluted (pence)
14
405.2
386.2
The Financial statements and related Notes were approved and authorised for issue by the Board of Directors on 11 May 2026 and signed on its behalf by :
Richard Laing
Chair
Cash flow statement
For the year to 31 March
2026
£m
2025
£m
Cash flow from operating activities
Purchase of investments
(117)
(52)
Proceeds from partial realisations of investments1
6
202
Proceeds from full realisations of investments
–
257
Investment income2
24
30
Operating expenses paid
(3)
(4)
Interest received
1
1
Management and performance fees paid
(79)
(92)
Amounts received on the settlement of derivative contracts
45
34
Net cash flow from operating activities
(123)
376
Cash flow from financing activities
Fees and interest paid on financing activities
(20)
(29)
Dividends paid
(120)
(113)
Drawdown of revolving credit facility
292
239
Repayment of revolving credit facility
(29)
(476)
Net cash flow from financing activities
123
(379)
Change in cash and cash equivalents
–
(3)
Cash and cash equivalents at the beginning of the year
4
5
Effect of exchange rate movements
–
2
Cash and cash equivalents at the end of the year
4
4
1Proceeds from partial realisations includes non-income cash of £6 million (2025: £172 million).
2  Investment income includes dividends of £ 13 million ( 2025: £ 7 million) and interest of £ 11 million (2025 : £23 million).
Reconciliation of net cash flow to movement in net debt
For the year to 31 March
2026
£m
2025
£m
Change in cash and cash equivalents
–
(3)
Drawdown of revolving credit facility
(292)
(239)
Repayment of revolving credit facility
29
476
Change in net debt resulting from cash flows
(263)
234
Movement in net debt
(263)
234
Net debt at the beginning of the year
(256)
(505)
Effect of exchange rate movements
(12)
15
Net debt at the end of the year
(531)
(256)
Significant accounting policies
Corporate information
3i Infrastructure plc (the ‘Company’) is a company incorporated in Jersey, Channel Islands. The Financial statements for the year to 31 March 2026 comprise the Financial statements of the
Company only as explained in the Basis of preparation.
These Financial statements were authorised for issue by the Board of Directors on 11 May 2026.
Statement of compliance
These Financial statements have been prepared in accordance with UK-adopted International Accounting Standards.
These Financial statements have also been prepared in accordance with and in compliance with the Companies (Jersey) Law 1991.
Basis of preparation
In accordance with IFRS 10 Consolidated Financial Statements (as amended), entities that meet the definition of an investment entity are required to measure certain investments in
subsidiaries at fair value through profit or loss in accordance with IFRS 9 Financial Instruments, rather than consolidate their results. The Company does not have any consolidated
subsidiaries, which would include subsidiaries that are not themselves investment entities and whose main purpose and activities are to provide investment-related services to the
Company.
The Financial statements of the Company are presented in sterling, the functional currency of the Company, rounded to the nearest million except where otherwise indicated.
The preparation of financial statements in conformity with IFRS requires the Board to make judgements, estimates and assumptions that affect the application of policies and reported
amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on experience and other factors that are believed to be reasonable under
the circumstances, the results of which form the basis of determining the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ
from these estimates.
Significant accounting policies continued
Going concern
The Financial statements are prepared on a going concern basis as disclosed in the Risk report, as the Directors are satisfied that the Company has the resources to continue in business
for the foreseeable future. The Directors have made an assessment of going concern, taking into account a wide range of information relating to present and future conditions, including
the Company’s cash and liquidity position, current performance and outlook, which considered the impact of the higher inflationary and interest rate environment, ongoing geopolitical
uncertainties and current and expected financial commitments, using the information available up to the date of issue of these Financial statements. As part of this assessment the
Directors considered:
• the analysis of the adequacy of the Company’s liquidity, solvency and capital position. The Company manages and monitors liquidity regularly, ensuring it is adequate and sufficient. At
31 March 2026, liquidity remained strong at £669 million (2025: £644 million). Liquidity comprised cash and deposits of £4 million (2025: £4 million) and undrawn capacity under the RCF
of £665 million (2025: £640 million). The RCF has total commitments of £1.2 billion, with £900 million maturing in June 2029 and £300 million maturing in March 2027. Proceeds from the
sale of TCR, together with Income and non-income cash expected from the portfolio over the coming year, will be used in part to fully repay the drawn balance on the RCF, support
delivery of the dividend target and meet the Company’s other financial commitments;
• uncertainty around the valuation of the Company’s assets as set out in the Key sources of estimation uncertainties section. The valuation policy and process was consistent with
prior years. This year a key focus of the portfolio valuations at 31 March 2026 was an assessment of the impact of the macroeconomic environment on the operational and financial
performance of each portfolio company. In particular, this focused on inflation, interest rates and the impact on the cost of debt, power prices and ongoing geopolitical uncertainties.
We have incorporated into our cash flow forecasts a balanced view of future income receipts and expenses; and
• the Company’s financial commitments. The Company had a commitment of €319 million to 3i Managed Infrastructure Acquisitions II LP, which is the entity set up to acquire a majority
stake in the Lefdal Mine Datacenter and a small portfolio of operating renewable assets, at 31 March 2026 (2025: none). The Company had ongoing charges of £53 million in the year to
31 March 2026, detailed in Table 7 in the Financial review, which are indicative of the ongoing run rate in the short term. The Company has a FY26 performance fee accrual of £4 million,
a third of which is payable within the next 12 months. The Company has a FY25 performance fee accrual of £12 million relating to the second and third instalments of the FY25 fee, the
second instalment being due within the next 12 months, an accrual of £8 million relating to the third instalment of the FY24 fee due within the next 12 months, and a proposed final
dividend for FY26 of £62 million. In addition, while not a commitment at 31 March 2026, the Company has a dividend target for FY27 of 14.30 pence per share.
In addition to the considerations listed above, there are a number of actions within management control to enhance available liquidity. These include the timing of certain income
receipts from the portfolio, and the level and timing of new investments or realisations.
Having performed the assessment of going concern, the Directors considered it appropriate to prepare the Financial statements of the Company on a going concern basis. The Company
has sufficient financial resources and liquidity and is well placed to manage business risks in the current economic environment and can continue operations for a period of at least
12 months from the date of approval of these Financial statements.
Significant accounting policies continued
Key judgements
The preparation of financial statements in accordance with IFRS requires the Directors to exercise judgement in the process of applying the accounting policies defined below. The
following policies are areas where a higher degree of judgement has been applied in the preparation of the Financial statements.
(i)Assessment as investment entity – Entities that meet the definition of an investment entity within IFRS 10 are required to measure their subsidiaries at fair value through profit
or loss rather than consolidate them unless they provided investment-related services to the Company. To determine that the Company continues to meet the definition of an
investment entity, the Company is required to satisfy the following three criteria:
(a)the Company obtains funds from one or more investors for the purpose of providing those investor(s) with investment management services;
(b)the Company commits to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both (including having an exit
strategy for investments); and
(c)the Company measures and evaluates the performance of substantially all of its investments on a fair value basis.
The Company meets the criteria as follows:
• the stated strategy of the Company is to deliver stable returns to shareholders through a mix of income yield and capital appreciation. The Company is a long-term holder of
investments but may exit investments for reasons of portfolio balance or to maximise shareholder value;
• the Company provides investment management services and has several investors who pool their funds to gain access to infrastructure-related investment opportunities that they might
not have had access to individually; and
• the Company has elected to measure and evaluate the performance of all of its investments on a fair value basis. The fair value method is used to represent the Company’s
performance in its communication to the market, including investor presentations. In addition, the Company reports fair value information internally to Directors, who use fair value as
the primary measurement attribute to evaluate performance.
The Directors are of the opinion that the Company has all the typical characteristics of an investment entity and continues to meet the definition in the standard. This conclusion will be
reassessed on an annual basis.
(ii)Assessment of investments as structured entities – A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding
who controls the entity. Additional disclosures are required by IFRS 12 for interests in structured entities, whether they are consolidated or not. The Directors have assessed whether
the entities in which the Company invests should be classified as structured entities and have concluded that none of the entities should be classified as structured entities as voting
rights are the dominant factor in deciding who controls these entities.
(iii)Assessment of consolidation requirements – The Company holds significant stakes in the majority of its investee companies and must exercise judgement in the level of control
of the underlying investee company that is obtained in order to assess whether the Company should be classified as a subsidiary.
The Company must also exercise judgement in whether a subsidiary provides investment-related services or activities and therefore should be consolidated or held at fair value through
profit or loss. Further details are shown in significant accounting policy ‘A Classification’ below.
The adoption of certain accounting policies by the Company also requires the use of certain critical accounting estimates in determining the information to be disclosed in the Financial
statements.
Significant accounting policies continued
Key sources of estimation uncertainties
Valuation of the investment portfolio
The key area where estimates are significant to the Financial statements and have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within
the next financial year is in the valuation of the investment portfolio. The portfolio is well-diversified by sector, geography and underlying risk exposures. The key risks to the portfolio
are discussed in further detail in the Risk report.
The majority of assets in the investment portfolio are valued on a discounted cash flow basis, which requires assumptions to be made regarding future cash flows, terminal value and the
discount rate to be applied to these cash flows. The methodology for deriving the fair value of the investment portfolio, including the key estimates, is set out in the Summary of portfolio
valuation methodology section. Refer to Note 7 for further details of the valuation techniques, significant inputs to those techniques and sensitivity of the fair value of these investments to
the assumptions that have been made.
The discount rate applied to the cash flows in each investment portfolio company is considered one of the most significant unobservable inputs and, in addition to inflation and interest
rates, represents the key sources of estimation uncertainty that have a significant risk of causing a material impact on the ‘Investments at fair value through profit or loss’ within the next
financial year, which is further discussed in Note 7.
The acquisition discount rate is adjusted to reflect changes in company-specific risks to the deliverability of future cash flows and is calibrated against secondary market information and
other available data points, including comparable transactions. The discount rates applied to the investment portfolio at 31 March 2026 range from 10.3% to 13.0% (2025: 10.3% to 14.0%)
and the weighted average discount rate applied to the investment portfolio is 11.1% (2025:11.3%). The weighted average discount rate fell in the year, reflecting the write-down in
DNS:NET and the removal of TCR which is now valued on an expected sales basis.
The cash flows on which the discounted cash flow valuation is based are derived from detailed financial models. These incorporate a number of other assumptions with respect to
individual portfolio companies, and are not expected to cause a material adjustment within the next financial year, but include: forecast new business wins or new orders; cost-cutting
initiatives; liquidity and timing of debtor payments; timing of non-committed capital expenditure and construction activity; the terms of future debt refinancing; and macroeconomic
assumptions such as inflation and energy prices. Future power price projections are taken from independent forecasters, and changes in these assumptions will affect the future value of
our energy generating portfolio companies. The terminal value attributes a residual value to the portfolio company at the end of the projected discrete cash flow period based on market
comparables. The terminal value assumptions consider climate change risk, stranded asset risk and the impact of wider megatrends such as the transition to a lower-carbon economy
and climate change. The effects of climate change, including extreme weather patterns or rising sea levels in the longer term, could impact the valuation of the assets in the portfolio in
different ways.
The Summary of portfolio valuation methodology section on pages 35 and 36 provides further details on some of the assumptions that have been made in deriving a balanced base case
of cash flows including deriving terminal values and some of the risk factors considered in the cash flow forecasts.
Significant accounting policies continued
New and amended standards adopted for the current year
Standards and amendments to standards applicable to the Company that became effective during the year and were adopted by the Company on 1 April 2025 are listed below:
Amendments to IAS 21 regarding the lack of Exchangeability (1 January 2025)
Its adoption has not had any material impact on the disclosures or on the amounts reported in these Financial statements.
Standards and amendments issued but not yet effective
As at 31 March 2026, the following new or amended standards, applicable to the Company, which have not been applied in these Financial statements, had been issued by the
International Accounting Standards Board (‘IASB’) but are yet to become effective:
Amendments to IFRS 9 and IFRS 7 regarding the classification and measurement of financial instruments (1 January 2026)
Annual Improvements to IFRS Accounting Standards – Volume 11 (1 January 2026)
IFRS 18 Presentation and Disclosures in Financial Statements (1 January 2027)
The Company intends to adopt these standards when they become effective and does not currently expect a material impact on its Financial statements. The potential impact will
continue to be monitored as further guidance becomes available.
IFRS 18 Presentation and Disclosure in Financial Statements (effective 1 January 2027) introduces new requirements to present defined subtotals in the Statement of comprehensive
income, disclose management-defined performance measures and enhance aggregation and disaggregation disclosures. While IFRS 18 does not change how financial performance is
measured, it will affect the presentation and structure of the Financial statements and may impact future disclosures.
Significant accounting policies continued
AClassification
(i)Subsidiaries – Subsidiaries are entities controlled by the Company. Control exists when the Company is exposed, or has rights, to variable returns from its involvement with the
subsidiary entity and has the ability to affect those returns through its power over the subsidiary entity. In accordance with the exception under IFRS 10 Consolidated Financial
Statements, the Company only consolidates subsidiaries in the Financial statements if they are deemed to perform investment-related services and do not meet the definition
of an investment entity. Investments in subsidiaries that do not meet this definition are accounted for as Investments at fair value through profit or loss, with changes in fair value
recognised in the Statement of comprehensive income in the year. The Directors have assessed all entities within the structure and concluded that there are no subsidiaries of
the Company that provide investment-related services or activities.
(ii)Associates – Associates are those entities in which the Company has significant influence, but not control, over the financial and operating policies. Investments that are held
as part of the Company’s investment portfolio are carried in the Balance sheet at fair value, even though the Company may have significant influence over those entities.
(iii)Joint ventures – Interests in joint ventures that are held as part of the Company’s investment portfolio are carried in the Balance sheet at fair value. This treatment is permitted
by IFRS 11 and IAS 28, which allows interests held by venture capital organisations where those investments are designated, upon initial recognition, as at fair value through profit
or loss and accounted for in accordance with IFRS 9, with changes in fair value recognised in the Statement of comprehensive income in the year.
BExchange differences
Transactions entered into by the Company in a currency other than its functional currency are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets
and liabilities are translated to the functional currency at the exchange rate ruling at the Balance sheet date.
Foreign exchange differences arising on translation to the functional currency are recognised in the Statement of comprehensive income. Foreign exchange differences relating to
investments held at fair value through profit or loss are shown within the line Net gains on investments. Foreign exchange differences relating to other assets and liabilities are shown
within the line Exchange rate movements.
Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transactions. Non-monetary
assets and liabilities denominated in foreign currencies that are stated at fair value are translated to the functional currency using exchange rates ruling at the date the fair value was
determined, with the associated foreign exchange difference being recognised within the unrealised gain or loss on revaluation of the asset or liability.
Significant accounting policies continued
C Investment portfolio
Recognition and measurement – Investments are recognised and de-recognised on a date where the purchase or sale of an investment is under a contract whose terms require
the delivery or settlement of the investment.
The Company manages its investments with a view to profiting from the receipt of investment income and obtaining capital appreciation from changes in the fair value of investments.
Therefore, all investments are measured at fair value through profit or loss upon initial recognition and subsequently carried in the Balance sheet at fair value, applying the Company’s
valuation policy. Acquisition-related costs are accounted for as expenses when incurred.
Net gains or losses on investments are the movement in the fair value of investments between the start and end of the accounting period, or investment disposal date, or the investment
acquisition date and the end of the accounting period, including divestment-related costs where applicable, converted into sterling using the exchange rates in force at the end of the
period; and are recognised in the Statement of comprehensive income.
Income
Investment income is that portion of income that is directly related to the return from individual investments. It is recognised to the extent that it is probable that there will be an
economic benefit and the income can be reliably measured.
The following specific recognition criteria must be met before the income is recognised:
• dividends from equity investments are recognised in the Statement of comprehensive income when the Company’s rights to receive payment have been established. Special dividends
are credited to capital or revenue according to their circumstances;
• interest income from loans that are measured at fair value through profit or loss is recognised as it accrues by reference to the principal outstanding and the effective interest rate
applicable, which is the rate that exactly discounts the estimated future cash flows through the expected life of the financial asset to the asset’s carrying value or principal amount.
The remaining changes in the fair value movement of the loans are recognised separately in the line Net gains on investments in the Statement of comprehensive income;
• distributions from investments in Limited Partnerships are recognised in the Statement of comprehensive income when the Company’s rights as a Limited Partner to receive payment
have been established; and
• fees receivable represent amounts earned from investee companies on completion of underlying investment transactions and are recognised on an accruals basis once entitlement
to the revenue has been established.
Significant accounting policies continued
D Fees
(i)Fees – Fees payable represent fees incurred in the process of acquiring an investment and are measured on the accruals basis.
(ii)Management fees – A management fee is payable to 3i plc, calculated as a tiered fee based on the gross investment value of the Company, and is accrued in the period
it is incurred. Further details on how this fee is calculated are provided in Note 18.
(iii)Performance fee – The Investment Manager is entitled to a performance fee based on the total return generated in the period in excess of a performance hurdle of 8%.
The fee is payable in three equal annual instalments and is accrued in full in the period it is incurred. Further details are provided in Note 18.
(iv)Finance costs – Finance costs associated with loans and borrowings are recognised on an accruals basis using the effective interest method.
ETreasury assets and liabilities
Short and long-term treasury assets and short and long-term treasury liabilities are used to manage cash flows and the overall costs of borrowing. Financial assets and liabilities are
recognised in the Balance sheet when the relevant company entity becomes a party to the contractual provisions of the instrument.
(i)Cash and cash equivalents – Cash and cash equivalents in the Balance sheet and Cash flow statement comprise cash at bank, short-term deposits with an original maturity of three
months or less and amounts held in AAA-rated money market funds which are readily convertible into cash and there is an insignificant risk of changes in value. Money market funds
are accounted for at amortised cost under IFRS 9. However, due to their short-term and liquid nature, this is the same as fair value. Interest receivable or payable on cash and cash
equivalents is recognised on an accruals basis.
(ii)Bank loans, loan notes and borrowings – Loans and borrowings are initially recognised at the fair value of the consideration received, net of issue costs associated with the
borrowings. Where issue costs are incurred in relation to arranging debt finance facilities, these are capitalised and disclosed within Trade and other receivables and amortised
over the life of the loan.
After initial recognition, loans and borrowings are subsequently measured at amortised cost using the effective interest method, which is the rate that exactly discounts the estimated
future cash flows through the expected life of the liabilities. Amortised cost is calculated by taking into account any issue costs and any discount or premium on settlement.
(iii)Derivative financial instruments – Derivative financial instruments are used to manage the risk associated with foreign currency fluctuations in the valuation of the investment
portfolio. This is achieved by the use of forward foreign currency contracts. Such instruments are used for the sole purpose of efficient portfolio management. All derivative financial
instruments are held at fair value through profit or loss.
Derivative financial instruments are recognised initially at fair value on the contract date and subsequently remeasured to the fair value at each reporting date. All changes in the fair
value of derivative financial instruments are taken to the Statement of comprehensive income.
The maturity profile of derivative contracts is measured relative to the financial contract settlement date of each contract, and the derivative contracts are disclosed in the Financial
statements as either current or non-current accordingly.
Significant accounting policies continued
FOther assets
Assets, other than those specifically accounted for under a separate policy, are stated at their consideration receivable less impairment losses. Such assets are short-term in nature and the
carrying value of these assets is considered to be approximate to their fair value. Assets are reviewed for recoverability and impairment using the expected credit loss model simplified
approach. The Company will recognise the asset’s lifetime expected credit losses at each reporting period where applicable in the Statement of comprehensive income. An impairment
loss is reversed at subsequent financial reporting dates to the extent that the asset’s carrying amount does not exceed its carrying value, had no impairment been recognised.
Assets with maturities less than 12 months are included in current assets and assets with maturities greater than 12 months after the Balance sheet date are classified as non-current
assets.
GOther liabilities
Liabilities, other than those specifically accounted for under a separate policy, are stated based on the amounts which are considered to be payable in respect of goods or services
received up to the financial reporting date. Such liabilities are short-term in nature and the carrying value of these liabilities is considered to be approximate to their fair value.
H Equity and reserves
(i)Share capital – Share capital issued by the Company is recognised at the fair value of proceeds received and is credited to the Stated capital account. Direct issue costs net
of tax are deducted from the fair value of the proceeds received.
(ii)Equity and reserves – The Stated capital account of the Company represents the cumulative proceeds recognised from share issues or new equity issued on the conversion
of warrants made by the Company net of issue costs and reduced by any amount that has been transferred to Retained reserves, in accordance with Jersey Company Law,
in previous years.
Share capital is treated as an equity instrument, on the basis that no contractual obligation exists for the Company to deliver cash or other financial assets to the holder of the
instrument.
On 15 October 2018, the Company became UK tax domiciled and, with effect from that date, was granted UK-approved investment trust status. Financial statements prepared under
IFRS are not strictly required to apply the provisions of the Statements of Recommended Practice issued by the UK Association of Investment Companies for the financial statements
of Investment Trust Companies (the ‘AIC SORP’). However, where relevant and appropriate, the Directors have looked to follow the recommendations of the AIC SORP. From this date,
the retained profits of the Company have been applied to two new reserves, being the Capital reserve and the Revenue reserve. These are in addition to the existing Retained reserves
which incorporate the cumulative retained profits of the Company (after the payment of dividends) plus any amounts that have been transferred from the Stated capital account of the
Company to 15 October 2018. The Directors do not believe a separate presentation of revenue and capital in the Statement of comprehensive income would materially change a user’s
understanding of the financial statements.
Significant accounting policies continued
H Equity and reserves continued
The Directors have exercised their judgement in applying the AIC SORP and a summary of these judgements is as follows:
• Net gains on investments are applied wholly to the Capital reserve as they relate to the revaluation or disposal of investments;
• Dividends are applied to the Revenue reserve, except under specific circumstances where a dividend arises from a return of capital or proceeds from a refinancing, when they are
applied to the Capital reserve;
• Fees payable are applied to the Capital reserve where the service provided is, in substance, an intrinsic part of an intention to acquire or dispose of an investment;
• Movement in the fair value of derivative financial instruments is applied to the Capital reserve as the derivative hedging programme is specifically designed to reduce the volatility
of sterling valuations of the non-sterling denominated investments;
• Management fees are applied to the Revenue reserve as they reflect ongoing asset management. Where a transaction fee element is due on the acquisition of an investment, it is
applied to the Capital reserve;
• Performance fees are applied wholly to the Capital reserve as they arise mainly from capital returns on the investment portfolio;
• Operating costs are applied wholly to the Revenue reserve as there is no clear connection between the operating expenses of the Company and the purchase and sale of an
investment;
• Finance costs are applied wholly to the Revenue reserve as the existing borrowing is not directly linked to an investment; and
• Exchange movements are applied to the Revenue reserve where they relate to exchange on non-portfolio assets.
(iii)Dividends payable – Dividends on ordinary shares are recognised in the period in which the Company’s obligation to make the dividend payment arises. For the period to
15 October 2018, dividends were deducted from Retained reserves. For subsequent periods, dividends are deducted first from the Revenue reserve, then from the Capital reserve,
and finally from the Retained reserves if required.
IIncome taxes
Income taxes represent the sum of the tax currently payable, withholding taxes suffered and deferred tax. Tax is charged or credited in the Statement of comprehensive income, except
where it relates to items charged or credited directly to equity, in which case the tax is also dealt with in equity.
The tax currently payable is based on the taxable profit for the year. This may differ from the profit included 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.
To enable the tax charge to be based on the profit for the year, deferred tax is provided in full on temporary timing differences, at the rates of tax expected to apply when these
differences crystallise. Deferred tax assets are recognised only to the extent that it is probable that sufficient taxable profits will be available against which temporary differences can be
set off. In practice, some assets that are likely to give rise to timing differences will be treated as capital for tax purposes.
Given that capital items are exempt from tax under the Investment Trust Company rules, deferred tax is not expected to be recognised on these balances. All deferred tax liabilities are
offset against deferred tax assets, where appropriate, in accordance with the provisions of IAS 12.
The carrying amount of deferred tax assets is reviewed at each balance sheet 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.
Notes to the accounts
1Operating segments
The Directors are of the opinion that the Company is engaged in a single segment of business, being investment in core-plus infrastructure. The internal information shared with the
Directors on a monthly basis to allocate resources, assess performance and manage the Company, presents the business as a single segment comprising the total portfolio of
investments. The identified megatrends included in the Strategic report are not considered to be individual operating segments .
The Company is an investment holding company and does not consider itself to have any customers. Given the nature of the Company’s operations, the Company is not considered to
be exposed to any operational seasonality or cyclicality that would impact the financial results of the Company during the year or the financial position of the Company at 31 March 2026.
2 Management and performance fees payable
Year to 31 March
2026
£m
2025
£m
Management fee
53
49
Performance fee
4
18
57
67
Total management and performance fees payable by the Company for the year to 31 March 2026 were £57 million ( 2025 : £ 67 million). Note 18 provides further details on the calculation
of the management fee and performance fee.
Notes to the accounts continued
3Operating expenses
Operating expenses include the following amounts:
Year to 31 March
2026
£m
2025
£m
Audit fees
0.8
0.8
Directors’ fees and expenses
0.6
0.6
In addition to the fees described above, audit fees of £ 0.1 million ( 2025: £0.1 million) are payable by unconsolidated subsidiary entities for the year to 31 March 2026 to the Company’s
auditor.
Services provided by the Company’s auditor
During the year, the Company obtained the following services from the Company’s auditor, Deloitte LLP.
Audit services
2026
£m
2025
£m
Statutory audit¹
Company
0.6
0.6
UK and Jersey unconsolidated subsidiaries²
0.1
0.1
1  Amounts exclude VAT.
2  These amounts are payable from unconsolidated subsidiary entities and do not form part of operating expenses but are included in the Net gains on investments.
Non-audit services
Deloitte LLP and its associates rendered non-audit services to the Company, totalling £80,473 for the year to 31 March 2026 ( 2025: £77,378). These services included agreed-upon
procedures related to management and performance fees £ 9,714 (2025: £9,340) and a review of the interim financial statements £70,759 (2025: £68,038 ). In line with the Company’s policy,
Deloitte LLP provided non-audit services to certain unconsolidated investee companies. The fees for these services are typically borne by the respective investee companies or
unconsolidated subsidiaries and are therefore not included in the Company’s expenses. Details on how such non-audit services are monitored and approved can be found in the
Governance section.
Notes to the accounts continued
4Finance costs
Year to 31 March
2026
£m
2025
£m
Finance costs associated with the debt facilities
16
30
Professional fees payable associated with the arrangement of debt financing
2
1
18
31
The finance costs associated with the debt facilities have decreased for the year to 31 March 2026 as a result of lower average drawings and decreased Euribor rates. The average monthly
drawn position during the year was £ 383 million (2025: £558 million) and the average monthly total available facilities was £540 million ( 2025: £342 million).
5Movement in the fair value of derivative financial instruments
Year to 31 March
2026
£m
2025
£m
Movement in the fair value of foreign exchange forward contracts
(23)
34
The movement in the fair value of derivative financial instruments is included within Profit before tax but not included within Investment return.
Notes to the accounts continued
6 Income taxes
Year to 31 March
2026
£m
2025
£m
Current taxes
Current year
–
–
Total income tax charge in the Statement of comprehensive income
–
–
Reconciliation of income taxes in the Statement of comprehensive income
The tax charge for the year is different from the standard rate of corporation tax in the UK, currently 25% ( 2025 : 25%), and the differences are explained below:
Year to 31 March
2026
£m
2025
£m
Profit before tax
295
333
Profit before tax multiplied by rate of corporation tax in the UK of 25% (2025: 25%)
74
83
Effects of:
Non-taxable capital profits due to UK-approved investment trust company status
(41)
(54)
Non-taxable dividend income
(3)
(2)
Dividends designated as interest distributions
(29)
(27)
Utilisation of previously unrecognised tax losses
(1)
–
Total income tax charge in the Statement of comprehensive income
–
–
The Company’s affairs are directed so as to allow it to meet the requisite conditions to continue to operate as an approved investment trust company for UK tax purposes. The approved
investment trust status allows certain capital profits of the Company to be exempt from tax in the UK and also permits the Company to designate the dividends it pays, wholly or partly,
as interest distributions. These features enable approved investment trust companies to ensure that their investors do not ultimately suffer double taxation of their investment returns,
ie once at the level of the investment fund vehicle and then again in the hands of the investors.
As at 31 March 2026, the Company had unused tax losses of £5 million (2025: £10 million) available for offset against future profits and these losses may be carried forward indefinitely. In
view of the restrictions on utilising brought forward losses introduced from 1 April 2017, combined with the uncertainty as to whether the Company will generate sufficient taxable profits,
not covered by its Investment Trust exemption, in the foreseeable future, no deferred tax asset has been recognised in respect of these losses. Where relevant, deferred tax assets and
liabilities are calculated using the corporation tax rate in the UK of 25% (2025: 25%).
Notes to the accounts continued
7 Investments at fair value through profit or loss and financial instruments
All financial instruments for which fair value is recognised or disclosed are categorised within the fair value hierarchy, described as follows, based on the lowest level input that
is significant to the fair value measurement as a whole:
Level
Fair value input description
Financial instruments
Level 1
Quoted prices (unadjusted and in active markets)
Quoted equity investments
Level 2
Inputs other than quoted prices included in Level 1 that are observable in the market
either directly (ie as prices) or indirectly (ie derived from prices)
Derivative financial instruments held at fair value
Level 3
Inputs that are not based on observable market data
Unquoted investments and unlisted funds
For assets and liabilities that are recognised in the Financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy
by reassessing the categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) for each reporting period.
The table on page 142 shows the classification of financial instruments held at fair value into the fair value hierarchy at 31 March 2026. For all other assets and liabilities, their carrying value
approximates to fair value. During the year ended 31 March 2026, there were no transfers of financial instruments between levels of the fair value hierarchy (2025: none).
Trade and other receivables in the Balance sheet includes £3 million of deferred finance costs relating to the arrangement fee for the RCF (2025: £1 million). This has been excluded from
the table on the following page as it is not categorised as a financial instrument.
Notes to the accounts continued
7Investments at fair value through profit or loss and financial instruments continued
Financial instruments classification
As at 31 March 2026
Level 1
£m
Level 2
£m
Level 3
£m
Total
£m
Financial assets
Investments at fair value through profit or loss
–
–
4,285
4,285
Trade and other receivables
–
–
–
–
Derivative financial instruments
–
33
–
33
–
33
4,285
4,318
Financial liabilities
Derivative financial instruments
–
(25)
–
(25)
–
(25)
–
(25)
As at 31 March 2025
Level 1
£m
Level 2
£m
Level 3
£m
Total
£m
Financial assets
Investments at fair value through profit or loss
–
–
3,790
3,790
Trade and other receivables
–
1
–
1
Derivative financial instruments
–
82
–
82
–
83
3,790
3,873
Financial liabilities
Derivative financial instruments
–
(5)
–
(5)
–
(5)
–
(5)
Notes to the accounts continued
7 Investments at fair value through profit or loss and financial instruments continued
Reconciliation of financial instruments categorised within Level 3 of fair value hierarchy
As at 31 March
Level 3 fair value reconciliation
2026
£m
2025
£m
Opening fair value
3,790
3,842
Additions
277
213
Disposal proceeds and repayment
(6)
(459)
Movement in accrued income
33
12
Fair value movement (including exchange movements)
191
182
Closing fair value
4,285
3,790
The fair value movement (including exchange movements) is equal to the Net gains on investments shown in the Statement of comprehensive income. A breakdown of this by portfolio
asset is shown in the Portfolio summary on page 30 and discussed in further detail in the Portfolio review section. All unrealised movements on investments and foreign exchange
movements are recognised in profit or loss in the Statement of comprehensive income during the year and are attributable to investments held at the end of the year.
The holding period of the investments in the portfolio is expected to be greater than one year. Therefore, investments are classified as non-current unless there is an agreement to
dispose of the investment within one year and all relevant regulatory or other third-party approvals have been received. It is not possible to identify with certainty whether any investments
may be sold within one year.
Investment income of £218 million (2025: £203 million) comprises dividend income of £13 million (2025: £7 million) and interest of £205 million (2025: £196 million).
Unquoted investments
The Company invests in private companies which are not quoted on an active market. These are measured in accordance with the IPEV guidelines with reference to the most appropriate
information available at the time of measurement. Further information regarding the valuation of unquoted investments can be found in the Summary of portfolio valuation methodology
section.
The Company’s policy is to fair value both the equity and shareholder debt investments in infrastructure assets together where they will be managed and valued as a single
investment, were invested at the same time and cannot be realised separately. The Directors consider that equity and debt share the same characteristics and risks and they
are therefore treated as a single unit of account for valuation purposes and a single class for disclosure purposes. As at 31 March 2026, the fair value of unquoted investments
was £4,285 million (2025: £3,790 million). Individual portfolio asset valuations are shown in the Portfolio summary on page 30.
Notes to the accounts continued
7 Investments at fair value through profit or loss and financial instruments continued
The fair value of the investments is sensitive to changes in the macroeconomic assumptions used as part of the portfolio valuation process. As part of its analysis, the Board has
considered the potential impact of a change in a number of the macroeconomic assumptions used in the valuation process. By considering these potential scenarios, the Board is well-
positioned to assess how the Company is likely to perform if affected by variables and events that are inherently outside of the control of the Board and the Investment Manager.
The majority of the assets held within Level 3 are valued on a discounted cash flow basis, hence the valuations are sensitive to the discount rate assumed in the valuation of each asset.
Other significant unobservable inputs include the inflation rate assumptions, the interest rate assumptions used to project the future cash flows, and the forecast cash flows themselves.
The SONIA, Euribor, RPI and CPI assumptions are derived from averaged data sourced from monthly investment bank consensus forecasts, independent economic forecasters and the
Office for Budget Responsibility. The sensitivity to the inflation rate and interest rates is described below, and the sensitivity to the forecast cash flows is captured in the Market risk section
in Note 9.
The sensitivities shown below are indicative and are considered in isolation, holding all other assumptions constant. The timing and quantum of price increases will vary across the
portfolio and the sensitivity may differ from that modelled. Changing the inflation rate assumption may necessitate in consequential changes to other assumptions used in the valuation of
each asset. The analysis below shows the sensitivity of the portfolio assets (and the impact on NAV per share) to changes in key assumptions. The reduction in the sensitivities year-on-
year is because TCR is valued on a sales basis and DNS:NET is written down to zero at 31 March 2026 (2025: both valued on a DCF basis).
Discount rates
The weighted average discount rate (‘WADR’) at 31 March 2026 is 11.1% (2025: 11.3%). An increase or decrease in the discount rates by 1% has the following effect on valuation and NAV
per share.
-1.0% change
Investments
at fair value
through
profit or loss
+1.0% change
Discount rate
£m
Pence
per share
£m
£m
Pence
per share
31 March 2026
313
34.0
4,285
(274)
(29.7)
31 March 2025
391
42.4
3,790
(343)
(37.2)
Notes to the accounts continued
7 Investments at fair value through profit or loss and financial instruments continued
Inflation rates – all periods
The majority of assets held within Level 3 have revenues that are linked, partially linked or in some way correlated to inflation. The long-term CPI inflation rate assumption across all
jurisdictions is 2.0% (2025: 2.0%). The long-term RPI assumption for the UK is 2.5% (2025: 2.5%).
A 1% increase or decrease in the inflation rate assumption for all periods would have the following impact on the valuation and NAV per share.
-1.0% change
Investments
at fair value
through
profit or loss
+1.0% change
Inflation rate
£m
Pence
per share
£m
£m
Pence
per share
31 March 2026
(314)
(34.1)
4,285
348
37.7
31 March 2025
(371)
(40.2)
3,790
385
41.7
Inflation rates – short-term only
A 1% increase or decrease in the short-term inflation rate assumption for the next two years would have the following impact on the valuation and NAV per share.
-1.0% change
Investments
at fair value
through
profit or loss
+1.0% change
Inflation rate
£m
Pence
per share
£m
£m
Pence
per share
31 March 2026
(32)
(3.5)
4,285
34
3.7
31 March 2025
(48)
(5.2)
3,790
47
5.1
Notes to the accounts continued
7 Investments at fair value through profit or loss and financial instruments continued
Interest rates
The valuations are sensitive to changes in interest rates, which may result from: (i) unhedged existing borrowings within portfolio companies; (ii) interest rates on uncommitted future
borrowings assumed within the asset valuations; and (iii) cash deposits held by portfolio companies. These comprise a wide range of interest rates from short-term deposit rates to longer-
term borrowing rates across a broad range of debt products. A 1% increase or decrease in the cost of borrowing assumption for unhedged borrowings and any future uncommitted
borrowing and the cash deposit rates used in the valuation of each asset would have the following impact on the valuation and NAV per share. This calculation does not take account of
any offsetting variances which may be expected to prevail if interest rates change, including the impact of inflation discussed above.
-1.0% change
Investments
at fair value
through
profit or loss
+1.0% change
Interest rate
£m
Pence
per share
£m
£m
Pence
per share
31 March 2026
169
18.4
4,285
(166)
(18.0)
31 March 2025
190
20.6
3,790
(192)
(20.8)
Over-the-counter derivatives
The Company uses over-the-counter foreign currency derivatives to hedge foreign currency movements. The derivatives are held at fair value which represents the price that would
be received to sell or transfer the instruments at the balance sheet date. The valuation technique incorporates various inputs, including foreign exchange spot and forward rates,
and uses present value calculations. For these financial instruments, significant inputs into models are market observable and are included within Level 2.
Valuation process for Level 3 valuations
The valuations on the Balance sheet are the responsibility of the Board of Directors of the Company. The Investment Manager provides a valuation of unquoted investments, debt
and unlisted funds held by the Company on a half-yearly basis. This is performed by the valuation team of the Investment Manager and reviewed by the valuation committee of the
Investment Manager. The valuations are also subject to quality assurance procedures performed within the valuation team. The valuation team verifies the major inputs applied in the
latest valuation by agreeing the information in the valuation computation to relevant documents and market information. The valuation committee of the Investment Manager considers
the appropriateness of the valuation methods and inputs, and may request that alternative valuation methods are applied to support the valuation arising from the method chosen.
On a half-yearly basis, the Investment Manager presents the valuations to the Board. This includes a discussion of the major assumptions used in the valuations, with an emphasis on
the more significant investments and investments with significant fair value changes. Any changes in valuation methods are discussed and agreed with the Audit and Risk Committee
before the valuations on the Balance sheet are approved by the Board.
Notes to the accounts continued
8Trade and other receivables
As at 31 March
2026
£m
2025
£m
Current assets
Other receivables
–
1
Capitalised finance costs
3
1
3
2
9Financial risk management
A full review of the Company’s objectives, policies and processes for managing and monitoring risk is set out in the Risk report. This Note provides further detail on financial risk
management, cross-referring to the Risk report where applicable and providing further quantitative data on specific financial risks.
Each investment made by the Company is subject to a full risk assessment through a consistent investment approval process. The Board’s Management Engagement Committee,
Audit and Risk Committee and the Investment Manager’s investment process are part of the overall risk management framework of the Company.
The funding objective of the Company is that each category of investment ought to be broadly matched with liabilities and shareholders’ funds according to the risk and maturity
characteristics of the assets, and that funding needs are to be met ahead of planned investment.
Capital structure
The Company has a continuing commitment to capital efficiency. The capital structure of the Company consists of cash held on deposit and in AAA-rated money market funds, borrowing
facilities and shareholders’ equity. The Company’s Articles require its outstanding borrowings, including any financial guarantees to support subsequent obligations, to be limited to 50%
of the gross assets of the Company. The type and maturity of the Company’s borrowings are analysed in Note 11 and the Company’s equity is analysed into its various components in
the Statement of changes in equity. Capital is managed so as to maximise the return to shareholders, while maintaining a strong capital base that ensures that the Company can operate
effectively in the marketplace and sustain future development of the business. The Board is responsible for regularly monitoring capital requirements to ensure that the Company is
maintaining sufficient capital to meet its future investment needs.
The Company is regulated by the JFSC under the provisions of the Collective Investment Funds (Jersey) Law 1988 as a listed closed-ended collective investment fund and is not required
as a result of such regulation to maintain a minimum level of capital.
Capital is allocated for investment in infrastructure across the UK and continental Europe. As set out in the Company’s Investment policy, the maximum exposure to any one investment
is 25% of gross assets (including cash holdings) at the time of investment.
Notes to the accounts continued
9Financial risk management continued
Credit risk
The Company is subject to credit risk on the debt component of its unquoted investments, cash, deposits, derivative contracts and receivables. The maximum exposure to credit risk
as a result of counterparty default equates to the current carrying value of these financial assets. Throughout the year and the prior year, the Company’s cash and deposits were held with
counterparties with a minimum rating above A- and in AAA-rated money market funds. The counterparties selected for the derivative financial instruments were all banks with a minimum
of a BBB+ credit rating with at least one major rating agency.
The credit quality of unquoted investments, which are held at fair value and include debt and equity elements, is based on the financial performance of the individual portfolio companies.
The credit risk relating to these assets is based on their enterprise value and is reflected through fair value movements. This incorporates the impact from macroeconomic factors such
as inflation, interest rate rises and energy prices. The performance of underlying investments is monitored by the Board to assess future recoverability.
For those assets and income entitlements that are not past due, it is believed that the risk of default is small and capital repayments and interest payments will be made in accordance
with the agreed terms and conditions of the investment. If the portfolio company has failed and there is no expectation to recover any residual value from the investment, the Company’s
policy is to record an impairment for the full amount of the loan. When the net present value of the future cash flows predicted to arise from the asset, discounted using the effective
interest rate method, implies non-recovery of all or part of the Company’s investment, a fair value movement is recorded equal to the valuation shortfall.
As at 31 March 2026, the Company wrote down the loan receivable relating to DNS:NET in full, following a significant deterioration in the availability of debt financing for FTTH
businesses in Germany, as discussed further in the Strategic report. No other loans or receivables or debt investments were considered past due (2025: nil).
The Company actively manages counterparty risk. Counterparty limits are set and closely monitored by the Board and a regular review of counterparties is undertaken by the Investment
Manager and reported to the Board. As at 31 March 2026, the Company did not consider itself to have a significant exposure to any one counterparty and held deposits and derivative
contracts with a number of different counterparties to reduce counterparty risk (2025: same).
Due to the size and nature of the investment portfolio, there is the potential for concentration risk. This risk is managed by diversifying the portfolio by sector and geography.
Notes to the accounts continued
9Financial risk management continued
Liquidity risk
Further information on how liquidity risk is managed is provided in the Risk report. The table below analyses the maturity of the Company’s contractual liabilities.
As at 31 March 2026
Payable
on demand
£m
Due within
1 year
£m
Due between
1 and 2 years
£m
Due between
2 and 5 years
£m
Total
£m
Liabilities
Loans and borrowings¹
–
(21)
(19)
(560)
(600)
Trade and other payables
(4)
(15)
(7)
(2)
(28)
Derivative contracts
–
(7)
(6)
(12)
(25)
Financial commitments²
(278)
–
–
–
(278)
Total undiscounted financial liabilities
(282)
(43)
(32)
(574)
(931)
1Loans and borrowings include undrawn commitment fees and interest payable on the RCF, as referred to in Note 11. For the purposes of this disclosure, the base RCF of £900 million matures on 30 June 2029, and the
£300 million accordion matures on 10 March 2027, reflecting the position at the Balance sheet date. The RCF was refinanced in May 2025, well ahead of the maturity of the previous facility in November 2026. The
accordion commitments were added in March 2026.
2Financial commitments are described in Note 16 and are not recognised in the Balance sheet.
As at 31 March 2025
Payable
on demand
£m
Due within
1 year
£m
Due between
1 and 2 years
£m
Due between
2 and 5 years
£m
Total
£m
Liabilities
Loans and borrowings¹
–
(13)
(268)
–
(281)
Trade and other payables
(1)
(30)
(14)
(6)
(51)
Derivative contracts
–
(2)
(1)
(2)
(5)
Total undiscounted financial liabilities
(1)
(45)
(283)
(8)
(337)
1Loans and borrowings include undrawn commitment fees and interest payable on the RCF referred to in Note 11.
The derivative contracts liability shown is the net cash flow expected to be paid on settlement. In order to manage the contractual liquidity risk, the Company has free cash and debt
facilities in place.
Notes to the accounts continued
9Financial risk management continued
Market risk
The valuation of the Company’s investment portfolio is largely dependent on the underlying trading performance of the companies within the portfolio, but the valuation of the portfolio
and the carrying value of other items in the Financial statements can also be affected by interest rate, currency and market price fluctuations. The Company’s sensitivities to these
fluctuations are set out below.
(i)  Interest rate risk
Further information on how interest rate risk is managed is provided in the Risk report.
An increase of 100 basis points in interest rates over 12 months (2025: 100 basis points) would lead to an approximate decrease in net assets and net profit of the Company of £5 million
(2025: £3 million). This exposure relates principally to changes in interest payable on the drawn RCF balance at the year end. The daily average cash balance of the Company, which is
more representative of the cash balance during the year, was £14 million (2025: £18 million) and the weighted-average interest earned was 2.6% (2025: 3.9%).
In addition, the Company has indirect exposure to interest rates through changes to the financial performance of portfolio companies caused by interest rate fluctuations as disclosed
in Note 7. This risk is considered a component of market risk described in section (iii). The Company does not hold any fixed rate debt investments or borrowings and is therefore not
exposed to fair value interest rate risk.
(ii)  Currency risk
Further information on how currency risk is managed is provided in the Risk report. The reporting currency of the Company's net assets are shown in the table below. In addition, the net
assets are also presented based on each asset's underlying currency exposure, which drives the structure and execution of the Company's hedging strategy. The sensitivity analysis
demonstrates the impact of movements in foreign currency exchange rates on the Company's net assets, net of hedging. The hedging strategy is discussed in further details within the
Financial review.
As at 31 March 2026
GBP1
£m
EUR2
£m
NOK
£m
USD
£m
SGD
£m
Total
£m
Net assets by reporting currency 3
802
1,874
434
413
214
3,737
Net assets by underlying currency 4
1,191
1,254
483
595
214
3,737
Sensitivity analysis
Assuming a 10% appreciation in sterling against the Euro, Norwegian krone, US dollar and Singapore dollar
exchange rates:
Impact of exchange movements on net profit and net assets net of hedging
n/a
(10)
(3)
(2)
(5)
(20)
1Sterling net assets include the fair value of derivatives held by the Company at 31 March 2026 to hedge foreign currency fluctuations in the valuation of the investment portfolio. The notional amount of the derivatives
is disclosed in Note 10. No sensitivity analysis is performed on the GBP net assets as this would have nil impact.
2EUR and DKK exposures are shown in a single column as the Danish krone is pegged to the Euro and the Company manages and hedges these exposures jointly. At 31 March 2025, these were presented separately.
3This represents the carrying amounts of the Company's foreign currency denominated assets and liabilities presented in the reporting currency at the reporting date.
4This represents the carrying amounts of the Company's foreign currency denominated assets and liabilities adjusted for underlying currency exposures where single investments have a multi-currency exposure. The
amounts are presented in the reporting currency of the Company at the reporting date.
Notes to the accounts continued
9Financial risk management continued
As at 31 March 20251
GBP2
£m
EUR3
£m
NOK
£m
USD
£m
SGD
£m
Total
£m
Net assets by reporting currency 4
824
1,799
379
382
178
3,562
Net assets by underlying currency 5
1,411
977
371
625
178
3,562
Sensitivity analysis
Assuming a 10% appreciation in sterling against the Euro, Norwegian krone, US dollar and Singapore dollar
exchange rates:
Impact of exchange movements on net profit and net assets net of hedging
n/a
(9)
(2)
(5)
(3)
(19)
1At 31 March 2026, the Company has refined the presentation of its net assets by reporting currency to present the fair value of derivatives held by the Company at 31 March 2025 to hedge foreign currency fluctuations
in the valuations of the investment portfolio entirely in the GBP column. Furthermore, the basis of the sensitivity analysis has been updated to reflect the underlying currency exposure of each asset in the portfolio. This
revised approach improves clarity of the Company’s true FX exposure, and comparative figures have been updated to apply the same presentation basis.
2Sterling net assets include the fair value of derivatives held by the Company at 31 March 2025 to hedge foreign currency fluctuations in the valuation of the investment portfolio. The notional amount of the derivatives
is disclosed in Note 10. No sensitivity analysis is performed on the GBP net assets as this would have nil impact.
3EUR and DKK exposures are shown in a single column as the Danish krone is pegged to the Euro and the Company manages and hedges these exposures jointly. At 31 March 2025, these were presented separately.
4This represents the carrying amounts of the Company's foreign currency denominated assets and liabilities presented in the reporting currency at the reporting date.
5This represents the carrying amounts of the Company's foreign currency denominated assets and liabilities adjusted for underlying currency exposures where single investments have a multi-currency exposure. The
amounts are presented in the reporting currency of the Company at the reporting date.
The impact of an equivalent depreciation in sterling against the EUR, NOK, USD and SGD exchange rates has the inverse impact on net profit and net assets from that shown above. The
risk exposure at the year end is considered to be representative of this year as a whole.
(iii)  Market risk
Further information about the management of external market risk and its impact on price or valuation, which arises principally from unquoted investments, is provided in the Risk report.
A 10% increase in the fair value of those investments would have the following direct impact on net profit and net assets. The impact of a change in all cash flows has an equivalent impact
on the fair value, as set out below.
Year to 31 March
2026
£m
2025
£m
Increase in net profit and net assets
429
379
The impact of a 10% decrease in the fair value of those investments would have the inverse impact on net profit and net assets from that shown above. The risk exposure at the year end
is considered to be representative of this year as a whole.
By the nature of the Company’s activities, it has large exposures to individual assets that are susceptible to movements in price. This risk concentration is managed within the Company’s
investment strategy, as discussed in the Risk report.
Notes to the accounts continued
9Financial risk management continued
(iv)  Fair values
The fair value of the investment portfolio is described in detail in the Summary of portfolio valuation methodology section and in Note 7. The fair values of the remaining financial assets
and liabilities approximate to their carrying values (2025: same).
The sensitivity analysis in respect of the interest rate, currency and market price risks is considered to be representative of the Company’s exposure to financial risks throughout the period
to which they relate (2025: same).
10Derivative financial instruments
As at 31 March
2026
£m
2025
£m
Non-current assets
Foreign exchange forward contracts
7
33
Current assets
Foreign exchange forward contracts
26
49
Non-current liabilities
Foreign exchange forward contracts
(18)
(3)
Current liabilities
Foreign exchange forward contracts
(7)
(2)
Foreign exchange forward contracts
The Company uses foreign exchange forward contracts to minimise the effect of fluctuations in the investment portfolio from movements in exchange rates, and also to fix the value
of certain expected future cash flows arising from distributions made by investee companies.
The fair value of these contracts is recorded in the Balance sheet. No contracts are designated as hedging instruments and consequently all changes in fair value are taken through profit or loss.
As at 31 March 2026, the notional amount of the forward foreign exchange contracts held by the Company was £2,324 million (2025: £1,956 million).
Notes to the accounts continued
11 Loans and borrowings
The Company had a £ 1.2 billion RCF at 31 March 2026, comprising a base RCF of £900 million and £300 million of additional commitments under an accordion feature. During the year,
the base RCF was extended by a year and now matures in June 2029. The commitments under the accordion feature mature in March 2027.
The RCF is secured by a floating charge over the bank accounts of the Company. Interest is payable at SONIA or Euribor plus a fixed margin on the drawn amount. This fixed margin
is subject to a small adjustment annually based upon performance against agreed sustainability metrics. As at 31 March 2026, the Company had £ 535 million of drawings under the
RCF (2025 : £260 million). The RCF has one financial covenant: a loan-to-value ratio.
The changes in the Company’s liabilities arising from financing activities are shown in the table below.
As at 31 March
2026
£m
2025
£m
Opening liability
260
510
Additions
292
239
Repayments
(29)
(476)
Exchange movements
12
(13)
Closing liability
535
260
12Trade and other payables
As at 31 March
2026
£m
2025
£m
Non-current liabilities
Performance fee
9
20
Current liabilities
Management and performance fees
17
30
Accruals and other creditors
2
1
28
51
The carrying value of all liabilities is representative of fair value (2025 : same).
Notes to the accounts continued
13 Issued capital
As at 31 March 2026
As at 31 March 2025
Number
£m
Number
£m
Authorised, issued and fully paid
Opening balance
922,350,000
1,598
922,350,000
1,598
Closing balance
922,350,000
1,598
922,350,000
1,598
Reconciliation to Stated capital account
As at 31 March 2026
As at 31 March 2025
£m
£m
Proceeds from issue of ordinary shares
1,598
1,598
Transfer to retained reserves on 20 December 2007
(693)
(693)
Cost of issue of ordinary shares
(26)
(26)
Stated capital account closing balance
879
879
As at 31 March 2026 , the residual value on the Stated capital account was £879 million ( 2025: £879 million).
 
Notes to the accounts continued
14 Per share information
The earnings and net asset value per share attributable to the equity holders of the Company are based on the following data:
Year to 31 March
2026
2025
Earnings per share (pence)
Basic and diluted
32.0
36.1
Earnings (£m)
Profit after tax for the year
295
333
Number of shares (million)
Weighted average number of shares in issue
922.4
922.4
Number of shares at the end of the year
922.4
922.4
As at 31 March
2026
2025
Net asset value per share (pence)
Basic and diluted
405.2
386.2
Net assets (£m)
Net assets
3,737
3,562
Notes to the accounts continued
15 Dividends
Declared and paid during the year
Year to 31 March 2026
Year to 31 March 2025
Pence per
share
£m
Pence per
share
£m
Interim dividend paid on ordinary shares
6.725
62
6.325
58
Prior year final dividend paid on ordinary shares
6.325
58
5.950
55
13.05
120
12.275
113
The Company proposes paying a final dividend of 6.725 pence per share (2025: 6.325 pence) which will be payable to those shareholders that are on the register on 12 June 2026.
On the basis of the shares in issue at year end, this would equate to a total final dividend of £ 62 million ( 2025 : £ 58 million).
The final dividend is subject to approval by shareholders at the AGM in July 2026 and has therefore not been accrued in these Financial statements.
16Commitments
As at 31 March 2026, the Company had a commitment of €319 million or £278 million to 3i Managed Infrastructure Acquisitions II LP which is the entity set up to acquire a majority stake in
the Lefdal Mine Datacenter and a small portfolio of operating renewable assets (2025 : nil). Of this commitment, approximately €301 million or £262 million is the expected investment
amount with the balance of the commitment available for future funding.
17 Contingent liabilities
As at 31 March 2026 , the Company had no contingent liabilities ( 2025 : nil).
Notes to the accounts continued
18Related parties
Transactions between 3i Infrastructure and 3i Group
3i Group holds 29.2% (2025: 29.2%) of the ordinary shares of the Company. This classifies 3i Group as a ‘substantial shareholder’ of the Company as defined by the UK Listing Rules.
During the year, 3i Group received dividends of £35 million ( 2025 : £ 33 million) from the Company.
3i Investments plc, a subsidiary of 3i Group, is the Company’s Alternative Investment Fund Manager and provides its services under an Investment Management Agreement (‘IMA’). 3i plc,
another subsidiary of 3i Group, together with 3i Investments plc, provides support services to the Company (which are ancillary and related to the investment management service), which
it is doing pursuant to the terms of the IMA.
Fees under the IMA consist of a tiered management fee and time weighting of the management fee calculation and a one-off transaction fee of 1.2% payable in respect of new
investments. The applicable tiered rates are shown in the table below. The management fee is payable quarterly in advance.
Gross investment value
Applicable tier rate
Up to £1.25bn
1.4%
£1.25bn to £2.25bn
1.3%
Above £2.25bn
1.2%
For the year to 31 March 2026 , £53 million (2025: £49 million) was payable, including one-off transaction fees payable in respect of new investments, and advance payments of £51 million
were made, resulting in an amount due to 3i plc of £2 million (2025: £1 million due from 3i plc). In consideration of the provision of support services under the IMA, the Company pays the
Investment Manager an annual fixed fee. The cost for the support services incurred for the year to 31 March 2026 was £1 million (2025: £1 million). There was no outstanding balance
payable as at 31 March 2026 (2025: nil).
Notes to the accounts continued
18Related parties continued
Under the IMA, a performance fee is payable to the Investment Manager equal to 20% of the Company’s total return in excess of 8%, payable in three equal annual instalments.
The second and third instalments will only be payable if either (a) the Company’s performance in the year in which that instalment is paid also triggers payment of a performance
fee in respect of that year, or (b) if the Company’s performance over the three years, starting with the year in which the performance fee is earned, exceeds the 8% hurdle on an
annual basis. There is no high water mark requirement.
The performance hurdle requirement was exceeded for the year to 31 March 2026 and therefore a performance fee of £4 million was recognised (2025: £18 million). The outstanding
balance payable as at 31 March 2026 was £24 million (2025: £50 million), which includes the second and third instalments of the FY25 fee and the third instalment of the FY24 fee.
Year
Performance
fee
£m
Outstanding
balance at
31 March
£m
Payable
in FY27
£m
FY26
4
4
1
FY25
18
12
6
FY24
26
8
8
Under the IMA, the Investment Manager’s appointment may be terminated by either the Company or the Investment Manager giving the other not less than 12 months’ notice in writing,
or by giving the other six months’ notice in writing if the Investment Manager has ceased to be a member of 3i Group, or with immediate effect by either party giving the other written
notice in the event of insolvency or material or persistent breach by the other party. The Investment Manager may also terminate the agreement on two months’ notice given within six
months of a change of control of the Company.
Regulatory information relating to fees
3i Investments plc acts as the AIFM to the Company. In performing the activities and functions of the AIFM, the AIFM or another 3i company may pay or receive fees, commissions or non-
monetary benefits to or from third parties of the following nature:
• payments for third-party services: The Company may retain the services of third-party consultants; typically this is for an independent director or other investment management
specialist expertise. The amount paid varies in accordance with the nature of the service and the length of the service period and is usually, but not always, paid or reimbursed by
the portfolio companies. The payment may involve a flat fee, retainer or success fee. Such payments, where borne by the Company, are included within Operating expenses. In
some circumstances, the AIFM may retain the services of third-party consultants which are paid for by the AIFM and not recharged to the Company; and
• payments for services from 3i companies: Other 3i companies may provide investment advisory and other services to the AIFM or other 3i companies and receive payment for such
service.
Notes to the accounts continued
19  Unconsolidated subsidiaries and related undertakings
Name
Place of incorporation
and operation
Ownership
interest
Investment holding companies:
3i Tampnet Holdings Limited
UK
100%
3iN Attero Holdco Limited
UK
100%
3i Amalthea Topco Limited
UK
100%
3i Green Gas Limited
Jersey
100%
3i Envol Limited
Jersey
72%
3i Oystercatcher Holdco Limited
UK
100%
Oystercatcher Holdings Limited
UK
100%
Oystercatcher Holdco Limited
UK
100%
Oystercatcher Luxco 1 S.à r.l.
Luxembourg
100%
Oystercatcher Luxco 2 S.à r.l.
Luxembourg
100%
3i Managed Infrastructure Acquisitions II LP
UK
73%
3i India Infrastructure Fund A LP
UK
100%
DNS:NET Group:
DNS Holdings GmbH
Germany
64%
DNS Bidco GmbH
Germany
64%
DNS:NET Internet Service GmbH
Germany
64%
Antennen-Schulze GmbH
Germany
64%
ESVAGT Group:
ERRV Holdings ApS
Denmark
83%
ERRV ApS
Denmark
83%
ESVAGT A/S
Denmark
83%
ESVAGT Holdings Inc
USA
83%
Crest Wind I, LLC
USA
21%
Crowley SOV I, LLC
USA
21%
ESVAGT Norge AS
Norway
83%
ESVAGT Holdings Ltd
UK
83%
ESVAGT UK Ltd
UK
83%
P/F ESVAGT Thor
Faroe Islands
83%
ESVAGT Korea ApS
Denmark
83%
Mar de Grado S.L.
Spain
83%
Mar de Berrobi S.L.
Spain
83%
Name
Place of incorporation
and operation
Ownership
interest
FLAG Group:
GCX Topco Limited
UK
98%
GCX Midco Limited
UK
98%
GCX Bidco Limited
UK
98%
GCX Holdings Limited
Bermuda
98%
GCX Global Limited
Bermuda
98%
FLAG Telecom Limited
Bermuda
98%
FLAG Telecom Asia Limited
Hong Kong
98%
FLAG Telecom UK Limited
UK
98%
GCX India Services Limited
India
98%
FLAG Atlantic France SAS
France
98%
FLAG Telecom Australia Pty Limited
Australia
98%
FLAG Telecom Deutschland GmbH
Germany
98%
FLAG Telecom Guam Limited
Guam
98%
FLAG Atlantic UK Limited
UK
98%
FLAG Telecom Singapore Pte Limited
Singapore
98%
GCXG India Private Limited
India
98%
FLAG Telecom Taiwan Limited
Taiwan
59%
FLAG Holdings (Taiwan) Limited
Taiwan
49%
FLAG Telecom Development Limited
Bermuda
98%
FLAG Telecom Hellas AE
Greece
98%
FLAG Telecom Development Services LLC
Egypt
98%
FLAG Telecom Network Services DAC
Ireland
98%
FLAG Telecom Ireland DAC
Ireland
98%
FLAG Telecom Ireland Network DAC
Ireland
98%
FLAG Telecom Network USA Limited
USA
98%
FLAG Telecom España Network SAU
Spain
98%
FLAG Telecom Japan Limited
Japan
98%
Seoul Telenet Inc.
Korea
48%
GCX Managed Services Limited
Bermuda
98%
Vanco Group Limited
UK
98%
Vanco UK Limited
UK
98%
Vanco Global Limited
UK
98%
Notes to the accounts continued
Name
Place of incorporation
and operation
Ownership
interest
Vanco International Limited
UK
98%
Vanco ROW Limited
UK
98%
Vanco GmbH
Germany
98%
Vanco SAS
France
98%
Vanco (Asia Pacific) Pte Limited
Singapore
98%
Vanco SpZoo
Poland
98%
Euronet Spain SA
Spain
98%
Vanco Switzerland A.G.
Switzerland
98%
Vanco Sweden AB
Sweden
98%
Vanco Srl
Italy
98%
Net Direct SA (Proprietary) Limited
South Africa
98%
Vanco Japan KK
Japan
98%
Vanco India Ops Private Limited
India
98%
Vanco Australasia Pty Limited
Australia
98%
Vanco BV
The Netherlands
98%
Vanco Deutschland GmbH
Germany
98%
VNO Direct Limited
UK
98%
Vanco US, LLC
USA
98%
Vanco Solutions Inc.
USA
98%
Yipes Holdings, Inc.
USA
98%
Reliance Globalcom Services Inc.
USA
98%
YTV Inc.
USA
98%
Future Biogas Group:
Green Gas Holdco 1 Limited
UK
77%
Green Gas Holdco 2 Limited
UK
77%
Future Biogas Holdco Limited
UK
72%
Future Biogas Midco Limited
UK
72%
Future Biogas Bidco Limited
UK
72%
Future Biogas Group Limited
UK
72%
Future Biogas Limited
UK
72%
Future Biogas Systems Limited
UK
72%
Ironstone Energy Limited
UK
72%
Moor Bio-Energy Limited
UK
72%
Name
Place of incorporation
and operation
Ownership
interest
Little Oak Biogas Limited
UK
72%
Heath Farm Energy Limited
UK
72%
Ridge Road Energy Limited
UK
72%
Meridian Biogas Limited
UK
72%
Riccall Renewables Limited
UK
72%
Beckby Biogas Limited
UK
72%
Bluestone Biogas Limited
UK
72%
Carrstone Renewables Limited
UK
72%
Burton Agnes Renewables Limited
UK
72%
Bawtry Hub Clamp Limited
UK
72%
AD Holdco 1 Limited
UK
37%
Vulcan Renewables Limited
UK
37%
Warren Energy Limited
UK
37%
Grange Farm Energy Limited
UK
37%
Egmere Energy Limited
UK
37%
Biogas Meden Limited
UK
37%
Merlin Renewables Limited
UK
37%
Infinis Group:
Infinis Energy Group Holdings Limited
UK
100%
Infinis Energy Management Limited
UK
100%
Infinis Limited
UK
100%
Infinis (Re-Gen) Limited
UK
100%
Darwen Land Holdings Limited
UK
100%
Novera Energy (Holdings 2) Limited
UK
100%
Novera Energy Generation No. 1 Limited
UK
100%
Novera Energy Operating Services Limited
UK
100%
Gengas Limited
UK
100%
Novera Energy Generation No. 2 Limited
UK
100%
Costessey Energy Limited
UK
100%
Infinis Alternative Energies Limited
UK
100%
Infinis Energy Services Limited
UK
100%
Infinis Solar Holdings Limited
UK
100%
Infinis Solar Limited
UK
100%
19  Unconsolidated subsidiaries and related undertakings continued
Notes to the accounts continued
Name
Place of incorporation
and operation
Ownership
interest
ND Solar Enterprises Limited
UK
100%
Aura Power Solar UK6 Limited
UK
100%
Infinis (Gowerton) Limited
UK
100%
Infinis (California) Limited
UK
100%
Infinis (Oaklands) Limited
UK
100%
Infinis (Ford Oaks) Limited
UK
100%
Infinis Solar Developments Limited
UK
100%
Durham Solar 1 Limited
UK
100%
Infinis Wind Limited
UK
100%
Infinis Energy Storage Limited
UK
100%
Infinis (Shoreside) Limited
UK
100%
Balbougie Energy Centre II Limited
UK
100%
Infinis (Peel Road) Energy Storage Limited
UK
100%
Infinis (Caton Road) Energy Storage Limited
UK
100%
Alkane Energy Limited
UK
100%
Alkane Energy UK Limited
UK
100%
Seven Star Natural Gas Limited
UK
100%
Regent Park Energy Limited
UK
100%
Leven Power Limited
UK
100%
Rhymney Power Limited
UK
100%
Alkane Energy CM Limited
UK
100%
Ionisos Group:
Epione Holdco SAS
France
97%
Epione Bidco SAS
France
97%
Ionisos Mutual Services SAS
France
97%
Ionisos SAS
France
97%
Ionmed Esterilización S.A.
Spain
97%
Ionisos GmbH
Germany
97%
Ionisos Baltics OÜ
Estonia
97%
EBD Irradiation Services AG
Switzerland
97%
Joulz Group:
Joulz Holdco B.V.
The Netherlands
99%
Joulz Manco B.V.
The Netherlands
75%
Name
Place of incorporation
and operation
Ownership
interest
Joulz Bidco B.V.
The Netherlands
99%
Joulz B.V.
The Netherlands
99%
Joulz Meetbedrijf B.V.
The Netherlands
99%
Joulz Infradiensten B.V.
The Netherlands
99%
Joulz Laadoplossingen B.V.
The Netherlands
99%
Joulz Zonne-energie B.V.
The Netherlands
99%
Joulz Zonne-energie Beheer B.V.
The Netherlands
99%
Dutch Durables Energy 2 B.V.
The Netherlands
99%
Dutch Durables Energy 5 B.V.
The Netherlands
99%
Dutch Durables Energy 6 B.V.
The Netherlands
99%
Joulz Business Solutions B.V.
The Netherlands
99%
Joulz Italia S.R.L.
Italy
99%
Joulz Belgium B.V.
Belgium
99%
Joulz Sun4Business N.V.
Belgium
99%
Joulz Sun4Business 1 N.V.
Belgium
99%
Joulz Sun4Business 3 N.V.
Belgium
99%
Joulz Sun4Business 4 N.V.
Belgium
99%
SRL Group:
Amalthea Holdco Limited
UK
92%
Amalthea Midco Limited
UK
92%
Amalthea Bidco Limited
UK
92%
Jupiter Bidco Limited
UK
92%
SRL Traffic Systems Limited
UK
92%
SRL GmbH
Germany
92%
SRL Traffic Systems Limited
Ireland
92%
Tampnet Group:
Colombo Topco Limited
UK
50%
Colombo Investment Holdings Limited
UK
45%
Colombo Holdco Limited
UK
45%
Colombo Bidco Limited
UK
45%
Brent Holdings AS
Norway
45%
Tampnet AS
Norway
45%
Tampnet Telecom do Brasil LTDA
Brazil
45%
19  Unconsolidated subsidiaries and related undertakings continued
Notes to the accounts continued
Name
Place of incorporation
and operation
Ownership
interest
Tampnet Serviços de Telecomunicaçāo LTDA
Brazil
45%
Tampnet Netherlands B.V.
The Netherlands
45%
Tampnet Sweden AB
Sweden
45%
Tampnet Canada Inc.
Canada
45%
Tampnet Germany GmbH
Germany
45%
Tampnet Oceania Pty
Australia
45%
Tampnet UK Ltd
UK
45%
Colombo US Bidco Inc.
USA
45%
Tampnet Inc.
USA
45%
Tampnet Licensee LLC
USA
45%
Tampnet Holdco Inc.
USA
45%
Tampnet USA LLC
USA
45%
Tampnet Trinidad & Tobago Ltd
Trinidad & Tobago
45%
Tampnet Mexico S.A. de C.V.
Mexico
45%
TCR Group:
Envol Holdings Limited
Jersey
71%
Envol Midco Limited
UK
71%
Envol Investments Limited
UK
71%
TCR Group Shared Services SDN, BHD.
Malaysia
71%
TCR New Zealand
New Zealand
71%
TCR APAC (Singapore) Pte Limited
Singapore
71%
TCR Ground Support Equipment Canada Inc.
Canada
71%
TCR GSE Singapore Pte Limited
Singapore
71%
TCR AD LLC
UAE
71%
Ground Support Equipment Solutions India Pvt Limited
India
71%
TCR Korea CO. Limited
South Korea
71%
TCR Middle East LLC
Saudi Arabia
71%
Trailer Construction and Repairing - TCR Portugal, Unipessoal Lda
Portugal
71%
TCR GSE Australia PLY Limited
Australia
71%
EEM Solution PLY Limited
Australia
71%
Adaptalift GSE Pty Limited
Australia
71%
TCR Solution SDN, BHD.
Malaysia
71%
TCR International USA, Inc.
USA
71%
Name
Place of incorporation
and operation
Ownership
interest
TCR Americas LLC
USA
71%
TCR International N.V.
Belgium
71%
KES B.V.
The Netherlands
71%
Trailer Construction & Repairing Netherland (TCR) B.V.
The Netherlands
71%
TCR Belgium N.V.
Belgium
71%
TCR France SAS
France
71%
Aerobatterie SAS
France
71%
TCR Eco Centre France
France
71%
TCR UK Limited
UK
71%
Technical Maintenance Solutions UK Limited
UK
71%
TCR-GmbH Trailer, Construction, Repairing and Equipment Rental
Germany
71%
Trailer Construction & Repairing Ireland Limited
Ireland
71%
TCR Italia S.p.A.
Italy
71%
TCR Norway AS
Norway
71%
TCR Sweden AB
Sweden
71%
TCR Denmark ApS
Denmark
71%
TCR Finland OY
Finland
71%
Trailer Construction and Repairing Iberica S.A.U.
Spain
71%
Maintenance of Equipment on Tarmac Services S.A.
Spain
36%
Dormant entities:
3i Osprey LP
UK
69%
19  Unconsolidated subsidiaries and related undertakings continued
The list above comprises the unconsolidated subsidiary undertakings of the Company as at
31 March 2026 .
There are no current commitments or intentions to provide financial or other support to any
of the unconsolidated subsidiaries, including commitments or intentions to assist
the subsidiaries in obtaining financial support, except for those disclosed in Note 16 ( 2025 :
none). No such financial or other support was provided during the year (2025 : none).
Investment policy (unaudited)
The Company aims to build a diversified portfolio of equity investments in entities owning infrastructure businesses and assets. The Company seeks investment opportunities globally,
but with a focus on Europe, North America and Asia.
The Company’s equity investments will often comprise share capital and related shareholder loans (or other financial instruments that are not shares but that, in combination with shares,
are similar in substance). The Company may also invest in junior or mezzanine debt in infrastructure businesses or assets.
Most of the Company’s investments are in unquoted companies. However, the Company may also invest in entities owning infrastructure businesses and assets whose shares or other
instruments are listed on any stock exchange, irrespective of whether they cease to be listed after completion of the investment, if the Directors judge that such an investment is
consistent with the Company’s investment objectives.
The Company will, in any case, invest no more than 15% of its total gross assets in other investment companies or investment trusts which are listed on the Official List.
The Company may also consider investing in other fund structures (in the event that it considers, on receipt of advice from the Investment Manager, that that is the most appropriate
and effective means of investing), which may be advised or managed either by the Investment Manager or a third party. If the Company invests in another fund advised or managed
by 3i Group, the relevant proportion of any advisory or management fees payable by the investee fund to 3i plc will be deducted from the annual management fee payable under the
Investment Management Agreement and the relevant proportion of any performance fee will be deducted from the annual performance fee, if payable, under the Investment
Management Agreement.
For the avoidance of doubt, there will be no similar set-off arrangement where any such fund is advised or managed by a third party.
For most investments, the Company seeks to obtain representation on the Board of Directors of the investee company (or equivalent governing body) and in cases where it acquires
a majority equity interest in a business, that interest may also be a controlling interest.
No investment made by the Company will represent more than 25% of the Company’s gross assets, including cash holdings, at the time of making the investment. It is expected that
most individual investments will exceed £50 million. In some cases, the total amount required for an individual transaction may exceed the maximum amount that the Company is
permitted to commit to a single investment. In such circumstances, the Company may consider entering into co-investment arrangements with 3i Group (or other investors who may also
be significant shareholders), pursuant to which 3i Group and its subsidiaries (or such other investors) may co-invest on the same financial and economic terms as the Company. The
suitability of any such co-investment arrangements will be assessed on a transaction-by-transaction basis.
Depending on the size of the relevant investment and the identity of the relevant co-investor, such a co-investment arrangement may be subject to the related party transaction
provisions contained in the UK Listing Rules and may therefore require shareholder consent.
The Company’s Articles require its outstanding borrowings, including any financial guarantees to support subsequent obligations, to be limited to 50% of the gross assets of the
Company (valuing investments on the basis included in the Company’s accounts).
In accordance with UK Listing Rules requirements, the Company will only make a material change to its Investment policy with the approval of shareholders.
Portfolio valuation methodology (unaudited)
A description of the methodology used to value the investment portfolio of the Company is set out below in order to provide more detailed information than is included within the
accounting policies and the Investment Manager’s review for the valuation of the portfolio. The methodology complies in all material aspects with the International Private Equity
and Venture Capital valuation guidelines which are endorsed by the British Private Equity and Venture Capital Association and Invest Europe.
Basis of valuation
Investments are reported at the Directors’ estimate of fair value at the reporting date in compliance with IFRS 13 Fair Value Measurement. Fair value is defined as ‘the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date’.
General
In estimating fair value, the Directors seek to use a methodology that is appropriate in light of the nature, facts and circumstances of the investment and its materiality in the context of
the overall portfolio. The methodology that is the most appropriate may consequently include adjustments based on informed and experience-based judgements, and will also consider
the nature of the industry and market practice. Methodologies are applied consistently from period to period, except where a change would result in a better estimation of fair value.
Given the uncertainties inherent in estimating fair value, a degree of caution is applied in exercising judgements and making necessary estimates.
Investments may include portfolio assets and other net assets/liabilities balances. The methodology for valuing portfolio assets is set out below. Any net assets/liabilities within
intermediate holding companies are valued in line with the Company accounting policy and held at fair value or approximate to fair value.
Quoted investments
Quoted equity investments are valued at the closing bid price at the reporting date. In accordance with International Financial Reporting Standards, no discount is applied for liquidity of
the stock or any dealing restrictions. Quoted debt investments will be valued using quoted prices provided by third-party broker information where reliable or will be held at cost less fair
value adjustments.
Unquoted investments
Unquoted investments are valued using one of the following methodologies:
• Discounted Cash Flow (‘DCF’);
• Proportionate share of net assets;
• Sales basis; and
• Cost less any fair value adjustments required.
Portfolio valuation methodology (unaudited) continued
DCF
DCF is the primary basis for valuation. In using the DCF basis, fair value is estimated by deriving the present value of the investment using reasonable assumptions and estimation of
expected future cash flows, including contracted and uncontracted revenues, expenses, capital expenditure, financing and taxation, and the terminal value and date, and the appropriate
risk-adjusted discount rate that quantifies the risk inherent to the investment. The terminal value attributes a residual value to the investee company at the end of the projected discrete
cash flow period. The discount rate will be estimated for each investment derived from the market risk-free rate, a risk-adjusted premium and information specific to the investment or
market sector.
Proportionate share of net assets
Where the Company has made investments into other infrastructure funds, the value of the investment will be derived from the Company’s share of net assets of the fund based on the
most recent reliable financial information available from the fund. Where the underlying investments within a fund are valued on a DCF basis, the discount rate applied may be adjusted
by the Company to reflect its assessment of the most appropriate discount rate for the nature of assets held in the fund. In measuring the fair value, the net asset value of the fund is
adjusted, as necessary, to reflect restrictions on redemptions, future commitments, illiquid nature of the investments and other specific factors of the fund.
Sales basis
The expected sale proceeds will be used to assign a fair value to an asset in cases where offers have been received as part of an investment sales process. This may either support the
value derived from another methodology or may be used as the primary valuation basis. A marketability discount is applied to the expected sale proceeds to derive the valuation where
appropriate.
Cost less fair value adjustment
Any investment in a company that has failed or, in the view of the Board, is expected to fail within the next 12 months, has the equity shares valued at nil and the fixed income shares and
loan instruments valued at the lower of cost and net recoverable amount.
Information for shareholders
Financial calendar
Ex-dividend date for final
dividend
11 June 2026
Record date for final
dividend
12 June 2026
Annual General Meeting
2 July 2026
Final dividend expected
to be paid
10 July 2026
Half-yearly results
10 November 2026
Designation of dividends
as interest distributions
As an approved Investment Trust, the
Company is permitted to designate dividends
wholly or partly as interest distributions for
UK tax purposes. Dividends designated as
interest in this way are taxed as interest
income in the hands of shareholders and are
treated as tax deductible interest payments
made by the Company. The Company
expects to make such dividend designations
in periods in which it is able to use the
resultant tax deduction to reduce the UK
corporation tax it would otherwise pay on the
interest income it earns from its investments.
The Board is designating 6.50 pence of the
6.725 pence final dividend payable in
respect of the year as an interest
distribution.
The Common Reporting Standard
Tax legislation under the Organisation for
Economic Co-operation and Development
(‘OECD’) Common Reporting Standard for
Automatic Exchange of Financial Account
Information requires investment trust
companies to provide information about
certain shareholders in the Company to
HMRC. As an investment trust company,
3i Infrastructure plc is required to provide
information annually to HMRC on certain
certificated shareholders and corporate
entities. This information includes country
of tax residency as well as details of shares
held and dividends received. HMRC may
in turn exchange such information with
the tax authorities of another country or
countries in which the shareholder may be
tax resident, where those countries (or tax
authorities in those countries) have entered
into agreements with the UK to exchange
financial account information.
Certain shareholders have been and
will in future be sent a self-certification
form for the purposes of collecting the
required information.
Boiler room and other scams
Shareholders should be wary of any
unsolicited investment advice, offers to buy
shares at a discounted price or offers to buy
3i Infrastructure plc shareholdings. These
fraudsters use persuasive and high-pressure
tactics to lure shareholders into scams. We
continue to be aware of calls to current and
former 3i Infrastructure plc shareholders.
Please keep in mind that firms authorised
by the FCA are unlikely to contact you
unexpectedly with an offer to buy or
sell shares. You should consider getting
independent financial or professional advice
before you hand over any money or even
share any information with them.
If you receive any unsolicited approaches
or investment advice, you should proceed
with caution. Steps that you might wish
to take could include the following:
• always ensure the firm is on the FCA
Register and is allowed to give financial
advice before handing over your money.
You can check at
www.fca.org.uk/register;
• double-check the caller is from the firm
they say they are – ask for their name and
telephone number and say you will call
them back. Check their identity by calling
the firm using the contact number listed
on the FCA Register. This is important
as there have been instances where an
authorised firm’s website has been
cloned but with a few subtle changes,
such as a different phone number
or false email address;
• check the FCA’s list of known
unauthorised overseas firms. However,
these firms change their name regularly,
so even if a firm is not listed it does
not mean they are legitimate. Always
check that they are listed on the FCA
Register; and
• if you have any doubts, call the FCA
Consumer Helpline on 0800 111 6768.
If you deal with an unauthorised firm,
you will not be eligible to receive
payment under the Financial Services
Compensation Scheme.
Information for shareholders continued
Registrars
The Company’s Registrar is MUFG
Corporate Markets (Jersey) Limited
(the ‘Registrar’). The Registrar’s main
responsibilities include maintaining the
shareholder register and making dividend
payments. Their registered address is
as follows:
MUFG Corporate Markets (Jersey) Limited
IFC 5
St. Helier
Jersey JE1 1ST
Channel Islands
If you have any queries relating to your
3i Infrastructure plc shareholding, you
should contact the Registrar as follows:
Online
www.my3inshares.com. From here you
will be able to securely email MUFG
Corporate Markets with your query.
Telephone
0371 664 0300
Overseas enquiries
+44 371 664 0300*
By post
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds LS1 4DL
* Calls from outside the UK will be charged
at the applicable international rate. Lines
are open between 9.00am and 5.30pm,
Monday to Friday excluding public holidays
in England and Wales.
Investor relations
and general enquiries
For all investor relations and general
enquiries about 3i Infrastructure plc,
please contact:
Thomas Fodor
Investor Relations
3i Infrastructure plc
1 Knightsbridge
London SW1X 7LX
Email: thomas.fodor@3i.com
Telephone: +44 (0)20 7975 3469
For full up-to-date investor relations
information, including the latest
share price, recent reports, results
presentations and financial news, please
visit the investor relations page on our
website at www.3i-infrastructure.com.
If you would prefer to receive
shareholder communications
electronically, including your annual
reports and notices of meetings,
please go to www.3i-infrastructure.com/
investors/shareholder-centre for
details of how to register.
Frequently used Registrar’s forms
can be found on our website at
www.3i-infrastructure.com/investors/
shareholder-centre.
3i Infrastructure plc
Registered Office:
Aztec Group House
IFC 6, The Esplanade
St. Helier
Jersey JE4 0QH
Channel Islands
www.3i-infrastructure.com
AD refers to anaerobic digestion, a
biological process that produces biogas
which can be used to generate renewable
energy.
AI refers to artificial intelligence.
Alternative Investment Fund (‘AIF’)
3i Infrastructure plc is an AIF managed
by 3i Investments plc.
Alternative Investment Fund Manager
(‘AIFM’) is the regulated manager
of an AIF. For 3i Infrastructure plc,
this is 3i Investments plc.
AIFMD refers to the Alternative Investment
Fund Managers Directive, a regulatory
framework which applies to the
management of AIFs managed and
marketed in and into the EU.
Approved Investment Trust Company is a
particular UK tax status maintained by
3i Infrastructure plc. An Approved
Investment Trust Company is a UK tax
resident company which meets certain
conditions set out in the UK tax rules, which
include a requirement for the company
to undertake portfolio investment activity
that aims to spread investment risk and for
the company’s shares to be listed on an
approved exchange. The ‘approved’ status
for an Investment Trust must be agreed by
the UK tax authorities and its benefit is that
certain profits of the company, principally
its capital profits, are not taxable in the UK.
Asset IRR refers to the internal rate of
return of the existing and realised portfolio
since the inception of the Company. The
asset IRR to 31 March 2026 is 18%
(2025: 18%). This calculation incorporates
the cost of each investment, cash income,
proceeds on disposal, capital returns,
valuation as at 31 March 2026, including
accrued income and an allocation of foreign
exchange hedging.
Association of Investment Companies
(‘AIC’) is a UK trade body for closed-ended
investment companies.
Board is the Board of Directors of the
Company.
Capex refers to capital expenditure
which is money a company uses to acquire,
upgrade, and maintain physical assets such
as property, plants, buildings, technology, or
equipment. Capex is often used to undertake
new projects or investments by a company
which add some future economic benefit
to the operation.
Capital reserve recognises all profits that
are capital in nature or have been allocated
to capital. These profits are distributable
by way of a dividend.
Company refers to 3i Infrastructure plc.
CPI refers to the consumer price index and
is a measure of inflation.
CSRD is the Corporate Sustainability
Reporting Directive.
Discounting means the reduction in
present value at a given date of a future
cash transaction at an assumed rate, using
a discount factor reflecting the time value
of money.
EBITDA or earnings before interest, taxes,
depreciation and amortisation, is a measure
of a company’s financial performance.
EO refers to ethylene oxide which is used
by Ionisos as a sterilising agent for medical
equipment and other products that cannot
withstand high temperatures.
ERRV is an emergency rescue and response
vessel.
ESG refers to environmental, social
and governance.
Euribor refers to the Euro interbank offered
rate and is widely used as a reference rate
for floating-rate loans, derivatives and other
financial instruments.
EV/LTM is a valuation multiple that
compares a company’s enterprise value to
its earnings over the last 12 months,
typically measured as EBITDA. It is
commonly used to assess relative value in
acquisitions and investments.
External auditor refers to the independent
auditor, Deloitte LLP.
Fair value through profit or loss (‘FVTPL’)
is an IFRS measurement basis permitted
for assets and liabilities which meet
certain criteria. Gains and losses on
assets and liabilities measured as FVTPL
are recognised directly in the Statement
of comprehensive income.
FCA refers to the Financial Conduct
Authority who regulate financial services
firms and financial markets in the UK.
FTTH refers to fibre-to-the-home.
This describes the fibre-optic connection
to individual homes or buildings.
FY15, FY16, FY24, FY25, FY26, FY27,
FY28, FY29, FY30, FY31, FY32, FY33,
FY34 refers to the financial years
to 31 March 2015, 31 March 2016, 31 March
2024, 31 March 2025, 31 March 2026,
31 March 2027, 31 March 2028, 31 March 2029,
31 March 2030, 31 March 2031, 31 March 2032,
31 March 2033 and 31 March 2034 respectively.
GHG refers to greenhouse gases.
GWh refers to gigawatt-hour and is a unit of
energy representing one billion watt-hours.
Initial Public Offering (‘IPO’) is
the mechanism by which a company
admits its stock to trading on a public
stock exchange. 3i Infrastructure plc
completed its IPO in March 2007.
Glossary continued
International Financial Reporting
Standards (‘IFRS’) are accounting
standards issued by the International
Accounting Standards Board (‘IASB’).
The Company’s Financial statements are
required to be prepared in accordance
with IFRS, as adopted by the UK.
Investment income is that portion
of income that is directly related to the
return from individual investments and is
recognised as it accrues. It comprises
dividend income, income from loans
and receivables, and fee income. It is
recognised to the extent that it is probable
that there will be an economic benefit and
the income can be reliably measured.
IRR refers to the internal rate of return
and is a metric used to estimate the
profitability of investments.
Key Performance Indicator (‘KPI’) is
a measure by reference to which the
development, performance or position
of the Company can be measured effectively.
Long-term sustainable returns are returns
that can be sustained into the long term.
M&A or mergers and acquisitions refers
to the consolidation of companies or their
major assets through financial transactions
between companies.
Multiple on Invested Capital (‘MOIC’)
or Money multiple is calculated as the
cumulative distributions and realisation
proceeds plus any residual value
divided by invested or paid-in capital.
MW refers to megawatt and is a unit of
power equal to one million watts.
MWp refers to megawatt-peak and is a unit
indicating a solar plant’s maximum potential
power output under ideal conditions.
Net asset value (‘NAV’) is a measure
of the fair value of all the Company’s
assets less liabilities.
NAV per share is the NAV divided by
the total number of shares in issue.
Net annualised return is the annualised
growth rate in NAV per share to 31 March
2026, including ordinary and special
dividends paid. The net annualised return
since the inception of the Company to 31
March 2026 was 12% (2025: 12%) and for the
last 10 financial years to 31 March 2026 was
13% (2025: 14%).
Net gains on investments is the
movement in the fair value of investments
between the start and end of the
accounting period, or investment disposal
date, or the investment acquisition date and
the end of the accounting period, including
divestment-related costs where applicable,
converted into sterling using the exchange
rates in force at the end of the period.
Ongoing charges A measure of the annual
recurring operating costs of the Company,
expressed as a percentage of average
NAV over the reporting period.
Public Private Partnership (’PPP’)
projects is a government service or private
business venture which is funded and
operated through a partnership of
government and one or more private sector
companies.
Retained reserves recognise the
cumulative profits to 15 October 2018,
together with amounts transferred
from the Stated capital account.
Revenue reserve recognises all profits
that are revenue in nature or have been
allocated to revenue.
Revolving credit facility (‘RCF’) refers
to the £1.2 billion facility provided
by the Company’s lenders.
RPI refers to the retail price index
and is a measure of inflation.
SBTi refers to the Science Based
Targets initiative, a corporate
climate action organisation.
SONIA refers to the sterling overnight
index average and is widely used as a
reference rate for pricing floating-rate loans,
derivatives and other financial instruments.
SORP means the Statement of
Recommended Practice: Financial
Statements of Investment Trust
Companies and Venture Capital Trusts.
SOV is a service operation vessel.
Stated capital account The Stated
capital account of the Company
represents the cumulative proceeds
recognised from share issues or new
equity issued on the conversion of
warrants made by the Company net
of issue costs and reduced by any
amount that has been transferred to
Retained reserves, in accordance with
Jersey Company Law, in previous years.
Sustainability KPIs Sustainability metrics
in relation to the sustainability-linked
revolving credit facility. The facility
includes targets across ESG themes
aligned with our purpose.
TCFD is the Task Force on Climate-
related Financial Disclosures.
Total return measured as a percentage,
is calculated against the opening NAV, net
of the final dividend for the previous year,
and adjusted (on a time-weighted average
basis) to take into account any equity
issued and capital returned in the year.
Total Shareholder Return (‘TSR’) is
the measure of the overall return to
shareholders and includes the movement
in the share price and any dividends
paid, assuming that all dividends are
reinvested on their ex-dividend date.
This report is printed on Revive 100 made from
100% FSC ® Recycled certified fibre sourced from
de-inked post-consumer waste. Revive 100 is a
Carbon balanced paper which means that the
carbon emissions associated with its manufacture
have been measured and offset using the World
Land Trust’s Carbon Balanced scheme.
This report has been printed sustainably in the
UK by Pureprint, a CarbonNeutral ® company
and certified to ISO 14001 environmental
management system.
It has been digitally printed without the use of film
separations, plates and associated processing
chemicals, and 99% of all the dry waste associated
with this production has been recycled.
Designed and produced by Radley Yeldar
www.ry.com
For further information see our website
www.3i-infrastructure.com
3i Infrastructure plc
Registered office:
Aztec Group House
IFC 6, The Esplanade
St. Helier
Jersey JE4 0QH
Channel Islands
T +44 (0)371 664 0445
Annual report and accounts online
To receive shareholder
communications electronically
in future, including Annual reports
and notices of meetings, please go to:
www.3i-infrastructure.com