International Public Partnerships Limited Annual Report and financial statements 2024

ANNUAL REPORT AND

FINANCIAL STATEMENTS 2024

OUR PURPOSE IS TO INVEST RESPONSIBLY

IN SOCIAL AND PUBLIC INFRASTRUCTURE

THAT DELIVERS LONG-TERM BENEFITS FOR

ALL STAKEHOLDERS.

We aim to provide our investors with stable, long-term, inflation-

linked returns, based on growing dividends and the potential for

capital appreciation.

We expect to achieve this by investing in a diversified portfolio

of infrastructure assets and businesses which, through our

active management, meets societal and environmental needs

both now and into the future.

COMPANY OVERVIEW

02 Full-Year Financial Highlights

03 Responsible Investment Highlights

STRATEGIC REPORT

04 Chair’s Letter

08 Investment Case

10 Business Model –

Delivering Long-term Benefits

12 Objectives and Performance

14 Top 10 Investments

16 Case Study – BeNEX

18 Value-focused Portfolio Development

22 Market Environment

andFutureOpportunities

24 Operating Review

40 Responsible Investment

52 Continuous Risk Management

CORPORATE GOVERNANCE

67 Summary of Investment Policy

68 Board of Directors

70 Corporate Governance Report

79 Audit and Risk Committee Report

82 Directors’ Report

83 Directors’ Responsibilities Statement

FINANCIAL STATEMENTS

84 Independent Auditor’s Report to

theMembers of International Public

Partnerships Limited

90 Consolidated Financial Statements

94 Notes to the Consolidated

FinancialStatements

113 Alternative Performance Measures*

(‘APMs’)

114 Glossary

117 Key Contacts

118 Annex – SFDR periodic reporting

requirements (unaudited)

CONTENTS

View our company website

www.internationalpublicpartnerships.com

– London Stock Exchange trading code: INPP.L

– Member of the FTSE 250 and FTSE All-Share indices

– £2.3bn market capitalisation at 31 December 2024

– Eligible for ISA/PEPs and SIPPs

– Guernsey incorporated company

– International Public Partnerships Limited (the ‘Company’,

‘INPP’, the ‘Group’ (where including consolidated

entities)) shares are excluded from the Financial Conduct

Authority’s (‘FCA’s’) restrictions, which apply to non-

mainstream investment products, and can be

recommended by independent financial advisers to

theirclients

– Registered company number: 45241

COMPANY FACTS

GLOSSARY

Certain words and terms used throughout this Annual Report and financial

statements are defined in the Glossary on pages 114 to 116. Where APMs are

used, these are identified by being marked with an * and further information on

the measure can be found in the Glossary.

COVER IMAGES

Front cover: BeNEX, Germany

Photo credit: Cantus

Inside cover: Tideway, UK

Photo credit: Tideway

OVERVIEW Strategic report corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

FULL-YEAR

FINANCIAL HIGHLIGHTS

We aim to provide our investors with stable, long-term,

inflation-linked returns, based on growing dividends and

the potential for capital appreciation.

8.37p

2024 full-year dividend per share

(3.0%dividend growth)

8.58p

2025 full-year dividend target per share

(c.2.5% dividend growth)

8.79p

2026 full-year dividend target per share

(c.2.5% dividend growth)

3.0%

2024 dividend growth*

(2023: 5.0%)

1.1X

Cash dividend cover

(2023: 1.1x)

DIVIDENDS

£2.7bn

NAV at 31 December 2024

(2023: £2.9bn)

144.7p

NAV per share at 31 December 2024

(2023: 152.6p)

(

6.8

)

2024 NAV movements

(2023: (4.1%))

(

5.2

)

2024 NAV movements per share*

(2023: (4.1%))

NET ASSET VALUE (‘NAV’)

PORTFOLIO ACTIVITY

£107.8m

Cash investments made during 2024

(2023: £108.1m)

£43.7m

Realisations made during 2024

(2023: £215.9m)

PROFIT

£0.5m

Profit before tax

(2023: £28.0m)

* Where APMs are used, these are identified by being marked with an * and further information on the measure can be found in the APM section on page 113.

1 As previously announced, acknowledging the high levels of inflation, the Company increased its 2023 dividend by 5% and its 2024 dividend by 3%. From 2025, the Board expects to

continueits long-term projected annual dividend growth rate of c.2.5%. Further information regarding the 2024 half-year dividend and future dividend targets can be found on pages 32to33.

The dividend in respect of the six months to 31 December 2024 is expected to be paid on 9 June 2025.

2 Future profit projection and dividends cannot be guaranteed. Projections are based on current estimates and may vary in future.

3 Cash dividend payments to investors are paid from net operating cash flow before capital activity* as detailed on pages 30 to 31.

4 Further information on the NAV movements can be seen on page 36. The methodology used to determine the NAV is described in detail on pages 32 to 39.

5 Since inception in November 2006. Source: Bloomberg as at 31 December 2024. Share price appreciation plus dividends assumed to be reinvested.

6 Calculated by running a ‘plus 1.0%’ inflation sensitivity for each investment and solving each investment’s discount rate to return the original valuation. The inflation-linked return is the

increase in the weighted average discount rate.

7 Further information is available on pages 30 to 31.

6.1%

Annualised Total Shareholder Returns

since IPO

(2023: 6.8%)

0.7%

Portfolio inflation-linked returns*

at 31 December 2024

(2023: 0.7%)

RETURNS

International Public Partnerships Limited

Annual Report and financial statements 2024

RESPONSIBLE

INVESTMENT HIGHLIGHTS

The Company supports the 2030 Agenda for Sustainable Development

adopted by the UN Member States in 2015.

Alignment with the UN Sustainable Development Goals (‘SDGs’)

is a key part of the Company’s approach to Environmental, Social

and Governance (‘ESG’) integration, and demonstrates the positive

environmental and social characteristics of its investments.

Currently,100% of our investments support at least one SDG and

someof the key contributions are demonstrated below:

>181,000

Students attending schools developed and maintained

bythe Company

16%

37,000,000m

The three components of the London Tideway Improvements

will work conjunctively to reduce discharges in a typical year

by c.37m cubic metres

15%

c.3,700,000

Estimated equivalent number of homes capable of being

transmission(‘OFTO’) investments

19%

>243,000,000

Annual passenger journeys through rail

transportinvestments

23%

POSITIVE ENVIRONMENTAL AND SOCIAL

CHARACTERISTICS AS AT 31 DECEMBER 2024SDG

PORTFOLIO SDG ALIGNMENT

AS AT 31 DECEMBER 2024

For further information on the Company’s contribution to Responsible Investment, please see pages 40 to 51 and the Company’s Sustainability Report.

OVERVIEW Strategic report corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

CHAIR’S LETTER

DEAR SHAREHOLDER,

During the year, your Board and the

Investment Adviser have remained

focused on ensuring that the Company’s

investments continue to achieve the highest

levels of performance and on reallocating

capital to enhance value for shareholders.

The strong underlying performance of

our investments during the year was

unfortunately set against a persistently

challenging listed market environment

where the Company’s shares continued to

trade at a discount to their NAV.

Your Board and the Investment Adviser

continue to believe that the current share

price materially undervalues the Company.

Although the drivers of the recent share

price movements are principally exogenous

factors unrelated to the performance of

the Company’s assets, we recognise the

importance of taking action to support

the narrowing of the discount and restore

value for our shareholders. The need and

scope of such action has been reinforced

through direct and valuable engagement

with shareholders during the year, whose

feedback continues to shape our approach.

Our actions have also been guided by our

previously published capital allocation policy

and the actions that we have taken to date

are summarised below.

ACTIONS TAKEN TO DATE

DiveStmentS

Realisations totalling c.£260m, the equivalent to c.10% of

the portfolio, have been undertaken over the 18 months

to 31 December 2024 across various sub-sectors of the

Company’s portfolio. All realisations have taken place at

prices in line with the most recently published valuations

SHare BUYBacKS

Established a share buyback programme in January 2024

with c.£55m of shares having been acquired to date,

generating 0.5p of additional value per share

inveStmentS

Completed £92m of new and strategic follow-on

investments where the projected returns were greater than

the returns of the divested assets and of those implied by a

share buyback

DiviDenDS

Delivered dividend growth of 5.0% for 2023 and increased

the 2024 dividend by a further 3.0%, and increased the

frequency of dividends from semi-annually to quarterly from

2025

corporate DeBt

FacilitY (‘cDF’)

Fully repaid the CDF in January 2024

in order to reduce the

interest costs arising, and subsequently reduced the size of

the CDF in August 2024 from £350m to £250m to lower the

associated commitment fees. This revised facility provides

the Company with appropriate ongoing access to liquidity

should it be needed

target retUrnS

Formally restated the target return for new investments to

include consideration of the implied returns available from a

share buyback

MIKE GERRARD

CHAIR

International Public Partnerships Limited

Annual Report and financial statements 2024

COMPREHENSIVE PACKAGE OF

MEASURES TO BE IMPLEMENTED

IN2025

The Board recognises that the market

trading environment remains challenging

for the UK listed investment trust sector

and the consequent impact this has on

the Company. Taking this and the range of

views shared through our engagement with

shareholders over the course of the year

into account, the Board is implementing

the following package of measures,

which it believes will further strengthen

the Company’s position in the current

environment and ensure it is well-positioned

for the longer-term.

1. Further Alignment of Interest:

Theinterests of the Investment Adviser

and INPP’s shareholders are already

closely aligned, including through the

Investment Adviser and its employees’

long-term holding of over nine million

shares in the Company. However,

the Board is pleased to advise that it

has agreed, subject to finalisation of

contractual arrangements, amendments

to the Investment Advisory Agreement

(‘IAA’) between the Investment Adviser

and the Company which it believes

further aligns the interests of the

Investment Adviser with those of

our shareholders.

From 1 July 2025, the fees paid to the

Investment Adviser in respect of each

quarter will be based on the equal

weighting of: (i) the average of the

closing daily market capitalisation of the

Company during that quarter, and (ii)

the most recently published NAV. Based

on the current share price discount to

the NAV, this fee change is expected to

reduce the ongoing management fee by

approximately 10% per year, providing

additional value for shareholders, as well

as closer alignment

2. Enhanced Divestment Programme:

To demonstrate the underlying value of

the Company’s assets and fund up to

an additional £140m of capital returns

to investors (see below), the Company

continues to actively pursue further

divestments across its portfolio.

Post-period end, in March 2025, the

Company agreed to sell its minority

interests in seven UK education PPPs

to an existing co-shareholder for total

proceeds of c.£8m which is in line with

the most recent valuations. There are

a number of further processes already

in progress and the next realisation is

expected to conclude in the second

quarter of 2025, with further information

to be provided in due course.

The Company’s divestment programme

may exceed the amount of capital it

intends to return to investors over the

period to 31 March 2026 as it continues

to consider other capital allocation

options.

3. Increased Capital Returns: The Board

intends to increase the quantum of

capital being returned to shareholders

by a further £140m, that is, from the

current programme of up to £60m,

to a programme of up to £200m,

over the period to 31 March 2026.

This will be funded by a combination of

divestments and surplus operating cash

flow generated by the Company. Whilst

it is expected that the programme may

be delivered through share buybacks,

other forms of capital returns may also

be considered.

4. Disciplined Approach to Investments:

Whilst the Board currently prioritises

the return of capital to shareholders,

given the market trading environment,

it will carefully consider opportunities to

reinvest divestment proceeds into new

and follow-on investment opportunities.

Such investments will only be made

where they are considered to provide

significant broader portfolio or strategic

benefits which, taken together with the

projected long-term returns, substantially

exceed the short-term benefits available

through share buybacks.

5. Commitment to Dividend Growth:

Further dividend guidance covering

2026 has now been provided which,

with additional growth of c.2.5%,

continues the unbroken trend of

growing the dividend each year since

the Company’s IPO in 2006

FINANCIAL PERFORMANCE

The Company’s underlying investments

have continued to perform very well

with distributions for the year in line with

the budget set at the start of the year.

Accordingly, we are pleased to reconfirm

the full-year 2024 dividend target of 8.37p,

reflecting a 3.0% year-on-year increase.

The dividend for the six months to

31 December 2024 of 4.19p is expected

to be paid on 9June 2025.

From 2025, the Company intends to

continue its projected long-term growth

rate of 2.5% and, as such, the full-year

dividend targets for 2025 and 2026 are

8.58p and 8.79p respectively

. In order

to provide investors with a more regular

income stream, the Company previously

announced that it intends to increase the

frequency of its dividend payments from

semi-annually to quarterly, with the first of

such payments being made in September

2025

. The dividends projected to be paid

over the 12months from 28 February 2025

represent a 7.6% yield

when referenced to

the share price as of the same date.

The Company reconfirms that the projected

cash receipts from the existing portfolio are

such that even if no further investments

are made, the Company currently expects

to be able to continue to meet its existing

progressive dividend policy for at least the

next 20 years

During the year, the Company’s NAV

per share declined from 152.6p at

31 December 2023 to 144.7p at 31

December 2024. This movement in NAV

was primarily driven by an increase in the

discount rates used to value the Company’s

investments, which reflects sustained

upward pressure on discount rates due to

the sharp rise in underlying government

bond yields in the period. As a result, the

weighted average discount rate (‘WADR’)

has increased from 8.4% to 9.0%. Please

see more information in the Investor Returns

section on pages 30 to 39.

1 The H2 2024 dividend of 4.19p, expected to be paid on 9 June 2025, is the final dividend to be paid on a six-monthly basis. Following this, dividends will be paid quarterly, commencing with

the first of four interim dividends for the financial year 2025 in September 2025.

2 The CDF remains undrawn with £13.5m letters of credit to fund pre-existing investments as at 31 December 2024.

3 The IAA will include a provision to ensure that the amount of the base fee payable under the new fee arrangement cannot exceed the amount payable under the existing arrangements.

4 Future profit projection and dividends cannot be guaranteed. Projections are based on current estimates and may vary in future.

5 Dividends projected to be paid over the 12 months from 28 February 2025 divided by the Company’s share price as at 28 February 2025.

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

CHAIR’S LETTER continUeD

OPERATIONAL PERFORMANCE

The majority of the Company’s investments

generate long-term revenues which are

based on the availability of the relevant

asset or facility. Operational performance

during the year was excellent with

availability of 99.7% which was in excess

ofthe 98% target

In the Company’s Half-Yearly Financial

Report, published in September 2024, it

was noted that the East Anglia One (‘EA1’)

OFTO was operating at half its physical

capacity, having suffered an offshore cable

fault in April 2024. We are pleased to report

that due to the efforts of the Investment

Adviser’s asset management team, the

repair works were completed and EA1

returned to full service in October 2024.

The team worked closely with Ofgem

throughout, who expedited their own

investigations into both the reasons for

the fault and the Company’s response.

On 3March 2025, Ofgem determined that

the fault was beyond EA1’s reasonable

control and in considering EA1’s actions

in responding to and repairing the fault,

concluded that existing regulatory

protections would be available such that

EA1 would not be subject to any revenue

loss for the impact of the offshore cable

fault on asset availability.

During the year, Tideway completed the

major construction works on the new 25km

‘super sewer’ under the River Thames

and in September 2024, the tunnel started

to prevent sewage from entering the

River Thames. Post year-end, Tideway

announced that the new super sewer is

now fully connected bringing the entire

system online to protect the tidal Thames

from sewage pollution, promising a greener,

healthier River Thames. Data shows that

from September 2024 until the time of

writing, the system has prevented six million

cubic metres of sewage from entering the

river

. This demonstrates the scale of the

benefits resulting from the project as well

as the key role that private capital can play

in helping to deliver the UK’s much-needed

new public infrastructure.

Complementing the Company’s active

approach to the management of its

portfolio, it also made two investments

during the year, totalling c.£92m, doing so

only on the basis that the projected long-

term returns were greater than those offered

by a share buyback. These comprised

Moray East OFTO and a strategic follow-on

investment into BeNEX, which resulted in

this portfolio company becoming one of the

largest operators of passenger rail services

inGermany.

RESPONSIBLE INVESTMENT

As a Company built on partnerships, we

aim to continuously engage and work

with our key stakeholders to improve

the sustainability of our investments

and to enhance ESG disclosures. This

Annual Report includes a selection of this

information for reference, and shareholders

are encouraged to review the latest edition

of our Sustainability Report for a more

detailed coverage of our approach to

responsible investment.

CORPORATE GOVERNANCE

Throughout 2024, the Board and

Investment Adviser engaged with over

300 shareholders, including at the

Company’s Capital Markets Day. The Board

is committed to ongoing dialogue with

shareholders, especially during the period

ofcontinued volatile trading in our shares.

John Le Poidevin stepped down from

his role as Chair of the Audit and Risk

Committee at the AGM in June 2024,

at which time the following Committee

changes also took place:

– Stephanie Coxon was appointed as the

Chair of the Audit and Risk Committee;

– Meriel Lenfestey was appointed as the

Chair of the Environmental, Social and

Governance Committee and will assume

the role of Senior Independent Director

with effect from the 2025 AGM;

– Julia Bond was appointed as the Chair

of the Management and Engagement

Committee; and

– Sally-Ann David was appointed as

the Chair of the Nomination and

Remuneration Committee.

The Board confirms that the Company is

fully compliant with the FCA Listing Rules on

diversity and after the 2025 AGM, the Board

will be entirely constituted of independent

directors as Giles Frost, a non-independent

director, will not be seeking re-election.

Further information can be seen below and

on pages 71 to 72.

6 This is reflective of the 2025 and 2026 dividend targets, and c.2.5% annual dividend growth thereafter.

7 The asset availability target applies to assets generating availability-based revenues (i.e. both Public-Private Partnerships (‘PPPs’) and OFTOs). See pages 26 to 27 for further information on the

asset availability during the year.

8 Tideway has launched a tracker to show the volume of sewage being prevented from entering the River Thames: https://www.tideway.london.

The Board and the Investment

Adviser continue to maintain a focus on

actively managing the portfolio to ensure

the Company remains well positioned

for the long term.

MIKE GERRARD

CHAIR

International Public Partnerships Limited

Annual Report and financial statements 2024

9 https://www.amberinfrastructure.com/news-and-insights/press-releases/boyd-watterson-and-amber-infrastructure-finalize-strategic-combination-establishing-a-premier-global-

alternatives-investment-platform/.

10 As at 28 February 2025. This is calculated based on INPP’s weighted average discount rate, less the Ongoing Charges Ratio, adjusted to reflect the share price discount to the NAV using

published sensitivities.

11 As at 28 February 2025. 30-year bond used owing to the UK weighting of the portfolio and the weighted average investment tenor of c.38 years.

OUTLOOK

The Board and the Investment Adviser

continue to believe that infrastructure

investment remains a highly attractive

sector for shareholders. INPP offers a

well-diversified portfolio, generating stable,

inflation-linked returns while supporting

economic growth and climate resilience.

Moreover, the Board believes that the

implied projected net return of 10.7%

on an investment in the Company’s

shares, with a current dividend yield of

7.6%

, represents an attractive 5.6%

premium to that offered by a 30-year

UK government bond

Despite current market trading headwinds,

the Board remains committed to positioning

the Company for long-term growth.

The Company remains one of the few

avenues available for investors to access

a portfolio of essential social and public

infrastructure assets with strong financial

characteristics and which play a central role

in the economies of countries in which the

Company invests.

With our geographic diversification,

differentiated expertise in building,

operating, managing and owning

a diversified portfolio of assets and

businesses, the measures that we have

announced with the results today will assist

in ensuring that INPP is well placed to

continue to meet its long-term goals.

The foundations of success for an

infrastructure investment company like INPP

are: diligent asset selection, investment and

divestment; active asset management; and

prudent financial management. In restoring

the Company’s share price to its usual long-

term close alignment with its NAV, all three

principles have a crucial role to play and are

given equal emphasis by the Board. In this

the Board must also balance the interests

of a diverse range of investors, work with

wider stakeholders and take into account

the long-term nature of a successful

infrastructure investment strategy. I and

my fellow directors thank you for your

continued support.

MIKE GERRARD

CHAIR

26 March 2025

The Board was pleased to welcome

Giles Adu as a non-executive director in the

period. Giles was appointed to the Board

in September 2024 and has joined each of

the Company’s Committees. As previously

reported, John Le Poidevin and Giles

Frost will not be seeking re-election at this

year’s AGM. I would like to thank John on

behalf of the Board and our shareholders

for his years of service to the Company.

His experience and wise counsel will be

much missed. Giles joined the Board of the

Company at its formation in 2006 and has

been a key figure not only in the growth

and success of INPP, but also in the wider

listed infrastructure investment sector.

I know that shareholders, present and past,

join me in thanking Giles for his outstanding

contribution to the Company. Although

he is stepping down from the Board, I am

delighted that we will continue to benefit

from his profound sector knowledge and

insights, through his position within the

Investment Adviser.

In addition to our ongoing engagement

with shareholders, the Board and

Investment Adviser have also participated

in discussions with the Association of

Investment Companies (‘AIC’) and INPP’s

immediate peer group on common issues

affecting our sector – the most notable

example being cost disclosure regulations

for investment trusts where the Company

has actively participated in industry

advocacy and consultation to bring about

changes that it believes are in the best

interest of the sector.

In August 2024, our Investment Adviser,

Amber Infrastructure Limited, reached

formal completion on its merger with US

investment manager, Boyd Watterson Asset

Management, LLC (‘Boyd Watterson’)

The Board is encouraged by the potential

benefits which this should bring to

the Company, including investment

management resources, expertise and

investment opportunities.

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

100

150

200

250

300

350

400

450

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2040

20 41

2042

2043

2044

2045

2046

2047

2048

2050

20 51

2052

2053

2054

2055

2049

2147

2148

2149

2150

PROJECTED INVESTMENT RECEIPTS

Investment Receipts (£ million)

INVESTMENT CASE

01 02

PREDICTABLE, LONG-TERM,

INFLATION-LINKED CASH FLOWS

Continuing to deliver consistent financial

returns for investors through dividends

andcapital growth.

– Resilient, inflation-linked cash flows

– Focus on growing predictable dividends

– Principally regulated or contracted government-

backed revenues

– A diversified portfolio of investments with stable,

long-term cash flows and potential growth

attributes

RESPONSIBLE APPROACH

TO INVESTMENT

The Company is committed to integrating

ESG considerations across the investment

lifecycle. In doing so, it aims to reduce risk,

drive value creation and provide benefits

for its stakeholders.

– Article 8 Financial Product, as categorised under

the Sustainable Finance Disclosure Regulation

(‘SFDR’)

– Positive environmental and social characteristics

– Alignment with UN-backed Principles for

Responsible Investment (‘PRI’), SDGs and

the Task Force on Climate-related Financial

Disclosures (‘TCFD’)

For more see pages 30 to 31 For more see pages 40 to 51

PROJECTED INVESTMENT RECEIPTS

FROMEXISTINGASSETS

This chart is not intended to provide any future profit forecast. Cash flows shown are

projections based on the current individual asset financial models and may vary in

future. Only agreed investment commitments as at 31 December 2024 are included.

Tideway, UK

Photo credit: Tideway

International Public Partnerships Limited

Annual Report and financial statements 2024

BOARD AND

COMMITTEES

INVESTMENT

PORTFOLIO

STRONG AND SUSTAINABLE

STEWARDSHIP OF PORTFOLIO

REPRESENTATION AT

ASSET BOARD LEVEL

FINANCIAL AND ACTIVE

ASSET MANAGEMENT

FUND-LEVEL REPORTING

AND BOARD SUPPORT

03 04

DIVERSIFIED PORTFOLIO OF LOW-

RISK INFRASTRUCTURE ASSETS

The Company seeks to build a diversified

portfolio of investments with low exposure

to market demand risks.

– Investing in infrastructure assets and businesses

delivering essential public services

– Investments are diversified across sectors and

developed geographies

– Low correlation to other asset classes

– Active management of assets through the

Company’s Investment Adviser to mitigate risks

and optimise value for allstakeholders

For more see pages 24 to 29

SPECIALIST INVESTMENT ADVISER

The Company has a long-standing

relationship with the Investment Adviser.

Amber has sourced, managed and optimised

the Company’s assets since IPO in 2006.

– Amber is a specialist international infrastructure

investment manager with one of the largest

independent teams in the sector with c.180

employees internationally

– Amber adopts a full-service approach and is a

leading investment originator, asset and fund

manager with a strong track record

– Local presence with personnel and offices across

the geographies in which the Company invests, who

are responsible for actively managing and optimising

the portfolio throughout the full lifecycle, including

pursuing investment and divestment opportunities

– In August 2024, Amber announced it had reached

formal completion on a strategic transaction

with Boyd Watterson

, creating a leading global

alternatives investment platform with $35bn

combined assets under management

1 https://www.amberinfrastructure.com/news-and-insights/press-releases/boyd-watterson-and-amber-infrastructure-finalize-strategic-combination-establishing-a-premier-global-

alternatives-investment-platform/.

Flinders University Health and Medical Research Building, Australia

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

reSponSiBle inveStment

BUSINESS MODEL

DELIVERING LONG-TERM BENEFITS

WHAT WE DOOUR PURPOSE

oUr pUrpoSe iS to

inveSt reSponSiBlY

in Social anD pUBlic

inFraStrUctUre tHat

DeliverS long-term

BeneFitS For all

StaKeHolDerS.

We aim to provide our

investors with stable, long-

term, inflation-linked returns,

based on growing dividends

and the potential for capital

appreciation.

We expect to achieve this

by investing in a diversified

portfolio of infrastructure

assets and businesses,

which, through our active

management, meets societal

and environmental needs both

now and into the future.

SoUrce

The Company operates a rigorous

framework of governance, incorporating

a streamlined screening, diligence

and execution process. This includes

substantive input from the Company’s

Investment Adviser and, as appropriate,

external advisers, with the Company’s

Board providing robust challenge

andscrutiny

StrUctUre

We seek to develop a balanced portfolio

through our Investment Adviser’s

extensive relationships, knowledge and

insights of the market to:

– Enhance long-term, inflation-linked

cash flows

– Provide opportunities to create long-

term value and enhance returns

For more see pages 18 to 20

eFFicient Financial management

UNDERPINNED BY

continUoUS riSK management

valUe-FocUSeD portFolio Development

– We seek a portfolio of investments with little to no exposure to market demand risks and

forwhich financial, macroeconomic, regulatory, ESG and country risks are well understood

and manageable

– The Investment Adviser has a strong investment team that originates attractive opportunities

in line with the Company’s investment strategy

– We continually monitor opportunities to enhance the Company’s existing investments,

whilst also considering opportunities for divestment

– The Company draws on the Investment Adviser’s award-winning sustainability programme,

‘Amber Horizons’, to inform areas for future investment

View our company website

www.internationalpublicpartnerships.com

International Public Partnerships Limited

Annual Report and financial statements 2024

For more see pages 40 to 51

VALUE CREATION

optimiSe

We seek to actively manage our

investments in order to optimise their

financial, operational and

ESG performance

Deliver

Through our Investment Adviser’s

active asset management of our

investments, we aim to ensure strong

ongoing asset performance to deliver

target returns and wider benefits

forstakeholders

inveStor retUrnS

Continuing to deliver consistent financial

returns for investors through dividend growth*

and inflation-linked returns from underlying

cash flows whilst optimising the portfolio to

ensure the Company remains well positioned

in the current market environment, and

restoring value for our shareholders

pUBlic Sector

anD otHer clientS

Providing responsible investment in

infrastructure to support the delivery of

essential public services and broader

societal objectives (e.g. supporting the path

to net zero). Our ability to deliver services

and maintain relationships with our clients

and other key stakeholders is vital for the

long-term prosperity and performance of

eachinvestment

commUnitieS

Delivering sustainable social infrastructure for

the benefit of communities. The Company’s

investments provide vital public assets

whose benefits also include enhancing local

economies, creating jobs and strengthening

of communities

SUpplierS anD

tHeir emploYeeS

The performance of our service providers,

supply chain and their employees is crucial

for the long-term success of our investments.

The Company promotes a progressive

approach to:

– Safe, healthy, inclusive workplaces

– Corporate social responsibility

– Opportunities for professional development

– Staff engagement

For more see pages 52 to 65

– ESG characteristics are assessed and considered throughout the investment lifecycle

– Robust ESG objectives to build resilience and drive environmental and social progress

– Upholding high standards of business integrity and governance

– Efficient financial management of investment cash flows and working capital

– Maintaining cash covered dividends

– Ensuring cost-effective operations

active aSSet management

– Robust risk analysis during investment origination ensures strong portfolio development

– Integrated risk management throughout the investment cycle to support strategic objectives

– Ongoing risk assessment and mitigation supports successful continuous asset performance

– The Investment Adviser has an in-house asset management team dedicated to actively

managing our investments

– Where possible, the Investment Adviser will manage the day-to-day activities of our

investments internally, or will exercise our responsibilities through board representation at

asset level and engagement with management teams

– Through our Investment Adviser, we work with public sector clients, partners and service

providers to ensure investments are being managed both responsibly and efficiently to

create value for stakeholders by meeting or exceeding performance targets

– We focus on investment stewardship across the portfolio and recognise the broader

value created from our investments

For more see pages 24 to 29

For more see pages 30 to 31

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

OBJECTIVES AND PERFORMANCE

The value we provide to our investors and our wider stakeholders

ismonitored using our strategic Key Performance Indicators (‘KPIs’).

INVESTOR RETURNS STRATEGIC PRIORITIES

Delivering long-term, inflation-

linked returns to investors

TARGET AN ANNUAL DIVIDEND INCREASE OF 2.5%

3.0%

Annual dividend increase achieved for 2024

(2023: 5.0%)

NEW INVESTMENTS TO MEET

TARGET RETURN CRITERIA

100%

Of new Investments made in 2024 met return criteria

(2023: 100%)

INFLATION-LINKED RETURNS

ONAPORTFOLIOBASIS

0.7%

Inflation-linked returns on a portfolio basis at

31 December 2024

(2023: 0.7%)

1 Further information regarding the 2024 dividend and future dividend targets

can be found on pages 32 to 33. The dividend in respect of the six months to

31 December 2024 is expected to be paid on 9 June 2025.

2 The target return for any new investment is informed by several factors, including

(i) the Company’s share price relative to its NAV, (ii) the Company’s weighted

average discount rate, and (iii) any pertinent economic or strategic considerations.

Further information can be found on page 32.

3 Calculated by running a ‘plus 1.0%’ inflation sensitivity for each investment

and solving each investment’s discount rate to return the original valuation.

The inflation-linked return is the increase in the weighted average discount rate.

Pleaserefer to page 32 for further detail.

4 Measured by comparing forecast portfolio distributions against actual portfolio

distributions received, in local currency. See page 24 for further information.

5 The asset availability target applies to assets generating availability-based

revenues (i.e. both PPPs and OFTOs). See page 26 for further information on the

asset availability during the year.

6 The Company’s Investment Adviser was awarded the highest rating of 5-stars

inthe UN-backed PRI 2024 assessment for the Policy Governance and Strategy

and Direct Infrastructure modules.

7 Please refer to page 45 for additional ESG KPIs that are linked to the Company’s

approach to asset management.

8 Cash dividend payments to investors are paid from net operating cash flow before

capital activity. Movements in the level of coverage from period to period can be

expected due to the profile of projected distribution receipts from the portfolio

over time (see chart on page 36), and are not necessarily a reflection of changes in

the level of asset performance.

9 For further information, please see the Efficient Financial Management section

onpages 30 to 31.

valUe-FocUSeD portFolio

Development

Originate investments with stable,

long-term cash flows and potential

growth attributes, whilst maintaining

abalanced portfolio of assets

active aSSet management

Ensuring strong ongoing

assetperformance

reSponSiBle inveStment

Management of material ESG factors

eFFicient Financial

management

Making efficient use of the Company’s

finances and working capital

International Public Partnerships Limited

Annual Report and financial statements 2024

NEW INVESTMENTS MEET AT LEAST TWO OF FOUR ATTRIBUTES:

1. Stable, long-term returns

2. Inflation-linked investor

cashflows

3. Early stage investor or

investments secured through

preferential access

4. Potential for capital

appreciation

100%

of the investments made in

2024 met at least two of the

fourattributes

(2023:100%)

STRONG ONGOING ASSET PERFORMANCE AS DEMONSTRATED BY:

100%

Forecast portfolio distributions

received for 2024

(2023: 100%)

0.2%

Asset performance deductions

achieved against a target of <3%

during 2024

(2023: 0.2%)

99.7%

Asset availability achieved against

a target of >98% during 2024

(2023: 99.8%)

5-stars

PRI rating

(2023: 5-stars)

100%

Percentage of new investments in the year that

positively support targets outlined by the SDGs

(2023: 100%)

ROBUST INTEGRATION OF ESG

INTO INVESTMENT LIFECYCLE

POSITIVE SDG CONTRIBUTION

FORNEWINVESTMENTS

1.1x

Dividends fully cash covered* for 2024

(2023: 1.1x)

1.14%

Ongoing Charges Ratio for 2024

(2023: 1.17%)

CASH COVERED DIVIDENDS

* COMPETITIVE ONGOING CHARGES

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

The Company’s top 10 investments by fair value at 31 December 2024

are summarised below. A complete listing of the Company’s investments

is available on the Company’s website.

LOCATION

SECTOR

Gas Distribution

STATUS AT

31 DECEMBER 2024

Operational

% HOLDING AT

31 DECEMBER 2024

7% Risk Capital

% INVESTMENT

FAIR VALUE

31 DECEMBER 2024

16.1%

% INVESTMENT

FAIR VALUE

31 DECEMBER 2023

16.2%

PRIMARY SDG SUPPORTED

CADENT

Cadent owns four of the UK’s eight

regional gas distribution networks

(‘GDNs’) and in aggregate provides

gas to approximately 11m homes

and businesses.

LOCATION

Belgium

SECTOR

Transport

STATUS AT

31 DECEMBER 2024

Operational

% HOLDING AT

31 DECEMBER 2024

100% Risk Capital

% INVESTMENT

FAIR VALUE

31 DECEMBER 2024

8.1%

% INVESTMENT

FAIR VALUE

31 DECEMBER 2023

8.0%

PRIMARY SDG SUPPORTED

DIABOLO

Diabolo Rail Link (‘Diabolo’) integrates

Brussels Airport with the national rail

network allowing passengers to access

high-speed trains, such as Amsterdam-

Brussels-Paris and NS International trains.

LOCATION

SECTOR

Waste Water

STATUS AT

31 DECEMBER 2024

Under

Construction

% HOLDING AT

31 DECEMBER 2024

18% Risk

Capital

% INVESTMENT

FAIR VALUE

31 DECEMBER 2024

15.0%

% INVESTMENT

FAIR VALUE

31 DECEMBER 2023

14.3%

PRIMARY SDG SUPPORTED

TIDEWAY

Tideway is the trading name of the

company that was awarded the

licence to design, build, finance,

commission and maintain a new

25km ‘super sewer’ under the

River Thames.

LOCATION

SECTOR

Transport

STATUS AT

31 DECEMBER 2024

Operational

% HOLDING AT

31 DECEMBER 2024

10% Risk Capital

% INVESTMENT

FAIR VALUE

31 DECEMBER 2024

6.0%

% INVESTMENT

FAIR VALUE

31 DECEMBER 2023

6.2%

PRIMARY SDG SUPPORTED

ANGEL TRAINS

Angel Trains is a rolling stock leasing

company which owns more than 4,000

vehicles. Angel Trains has invested over

£5bn in rolling stock since it was

established in 1994.

EA1 OFTO

The project connects the 714MW EA1

offshore wind farm, located c.50km off

the Suffolk coast, to the National Grid.

The transmission assets comprise the

onshore and offshore substations and

connecting cables, c.245km in length.

LINCS OFTO

The project connects the 270MW Lincs

offshore wind farm, located 8km off the

east coast of England, to the National

Grid. The transmission assets comprise

the onshore and offshore substations and

connecting cables, c.125km in length.

TOP 10 INVESTMENTS

International Public Partnerships Limited

Annual Report and financial statements 2024

LOCATION

SECTOR

Energy

Transmission

STATUS AT

31 DECEMBER 2024

Operational

% HOLDING AT

31 DECEMBER 2024

100% Risk Capital

% INVESTMENT

FAIR VALUE

31 DECEMBER 2024

4.3%

% INVESTMENT

FAIR VALUE

31 DECEMBER 2023

4.4%

PRIMARY SDG SUPPORTED

LOCATION

SECTOR

Energy Transmission

STATUS AT

31 DECEMBER 2024

Operational

% HOLDING AT

31 DECEMBER 2024

100% Risk Capital

% INVESTMENT

FAIR VALUE

31 DECEMBER 2024

3.6%

% INVESTMENT

FAIR VALUE

31 DECEMBER 2023

4.0%

PRIMARY SDG SUPPORTED

LOCATION

Germany

SECTOR

Transport

STATUS AT

31 DECEMBER 2024

Operational

% HOLDING AT

31 DECEMBER 2024

100% Risk

Capital

% INVESTMENT

FAIR VALUE

31 DECEMBER 2024

3.2%

% INVESTMENT

FAIR VALUE

31 DECEMBER 2023

2.5%

PRIMARY SDG SUPPORTED

BeNEX

BeNEX operates as an investor in

both rolling stock as well as in train

operating companies (‘TOCs’) which

currently provide c.65m train km of

annual rail transport per year.

RELIANCE RAIL

Reliance Rail is responsible for financing,

designing, delivering and maintaining

78next-generation, electrified, ‘Waratah’

train sets serving Sydney in New South

Wales, Australia.

LOCATION

Australia

SECTOR

Transport

STATUS AT

31 DECEMBER 2024

Operational

% HOLDING AT

31 DECEMBER 2024

33% Risk Capital

% INVESTMENT

FAIR VALUE

31 DECEMBER 2024

2.5%

% INVESTMENT

FAIR VALUE

31 DECEMBER 2023

2.8%

PRIMARY SDG SUPPORTED

LOCATION

SECTOR

Other

STATUS AT

31 DECEMBER 2024

Operational

% HOLDING AT

31 DECEMBER 2024

100% Risk

Capital

% INVESTMENT

FAIR VALUE

31 DECEMBER 2024

2.7%

% INVESTMENT

FAIR VALUE

31 DECEMBER 2023

3.9%

PRIMARY SDG SUPPORTED

FHSP

Family Housing for Service Personnel (‘FHSP’)

relates to mezzanine debt investments

underpinned by security over seven operational

PPP projects, comprising c.21,800 family

housing units for US service personnel.

MORAY EAST OFTO

LOCATION

SECTOR

Energy

Transmission

STATUS AT

31 DECEMBER 2024

Operational

% HOLDING AT

31 DECEMBER 2024

100% Risk Capital

% INVESTMENT

FAIR VALUE

31 DECEMBER 2024

3.2%

% INVESTMENT

FAIR VALUE

31 DECEMBER 2023

N/A

PRIMARY SDG SUPPORTED

1 Risk Capital includes project level equity and/or subordinated shareholder debt.

More detail on significant

movements in the Company’s

portfolio for the year to

31December 2024 can be found

on pages 18 to 19.

View our company website

internationalpublicpartnerships.com

The project connects the 950MW

Moray East offshore wind farm, located

22km off the Caithness Coast in the

outer Moray Firth, to the National Grid.

The transmission assets comprise the

onshore and offshore substations and

connecting cables, c.285km inlength.

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

CASE STUDY

BeNEX

THE COMPANY’S LONG-STANDING

PASSENGER RAIL BUSINESS

CONTINUES ITS STRONG GROWTH

TRAJECTORY

BeNEX is a key player in the German Local

Public Passenger Transportation (‘LPPT’)

market and is an investor in both rolling

stock as well as in the TOCs that manage

passenger services under contract with the

relevant federal states across Germany. The

majority of BeNEX’s revenues are availability-

based, rather than being linked to passenger

numbers, and support the Company’s wider

objective of delivering long-term, predictable

cash flows to its investors.

INPP first invested in BeNEX in 2007

as one of its two founding shareholders

and took full control of the business by

increasing its stake to 100% in 2019.

This long-term partnership demonstrates

INPP’s commitment to supporting the LPPT

sector and has helped BeNEX to grow

significantly; service volumes have grown by

more than four times since 2007 such that

in 2024 the business transported c.123m

passengers which avoided a staggering 437k

tonnes of CO

emissions

. BeNEX is therefore

making a significant contribution towards

the achievement of both Germany’s and the

EU’s CO

reduction targets, whilst continuing

to provide INPP with a platform through

which it can generate predictable revenues

and participate in the growth of the German

passenger rail market.

In October 2024, BeNEX announced the

successful completion of its acquisition of

Abellio’s regional rail operations in Germany

(‘Abellio Germany’) which was facilitated by

a strategic follow-on investment by

the Company into BeNEX of c.£15m.

This transaction involved BeNEX acquiring

100% of Abellio Germany from the Dutch

State Railway. As previously reported,

the projected economics of this c.£15m

investment were significantly more attractive,

over the medium to long-term, relative to the

economics of engaging in a share buyback

As a result of the acquisition, BeNEX has

interests in eight TOCs and has significantly

increased its service volume from c.48m train

kilometres per year to c.65m train kilometres

per year under concession agreements with

14 of the 16 German federal states. Among

other benefits, this acquisition contributes

towards greater use of the regional railways

leading to the reduction in emissions, and

increasing future growth opportunities.

Another milestone in 2024 saw one of

BeNEX’s TOCs be awarded a concession to

operate services in Mecklenburg-Western

Pomerania for a further 15 years. Importantly,

this concession will see the gradual

replacement of diesel trains with new battery

electric trains.

1 Calculated as train passenger-kms times 0.71 car-km (on average 1.4 persons per car assumed) times 164g average CO

emissions per car-km less

corresponding train emissions based on actual electricity/diesel consumption.

2 The projected long-term economics of a share buyback are calculated based on INPP’s weighted average discount rate, less the Ongoing Charges Ratio,

adjusted to reflect the share price discount to the NAV using published sensitivities. As at 30 June 2024, the latest valuation date before making the investment,

the projected net return was 9.3% per annum.

International Public Partnerships Limited

Annual Report and financial statements 2024

Overall, these and other recent initiatives

will result in BeNEX’s fleet of operating

trains increasing to c.350 in 2027. With its

successes in 2024, BeNEX has solidified its

position as one of the largest providers of

local rail passenger transport in Germany,

supporting both improved mobility as well as

the decarbonisation of the transport system.

DIFFERENTIATION OF

THEOPERATINGMODEL

A key differentiator for the Company is the

relationship with its Investment Adviser.

The Investment Adviser’s team, spread

across the countries in which the Company

invests, has been focused on sourcing and

managing the Company’s assets since

the IPO in 2006 and has a proven track

record, with high standards of governance,

stewardship and relationship management

across the Company’s investment portfolio.

c.1,250%

Growth of revenues since initial

investment in 2007

FINANCIAL

Key facts and performance:

c.437k tonnes

emissions avoided in 2024

compared to a corresponding use

ofcars by passengers

CLIMATE SOCIETY

c.123m

Number of passengers

transported in 2024

PRIMARY SDGS SUPPORTED

More information can be found in the Active

Asset Management section on page 28.

The Company’s investment in BeNEX

demonstrates this approach, as the

Investment Adviser has worked closely with

its key stakeholders since the Company’s

initial investment in BeNEX in 2007.

Owing to the experience and relationships

developed by the Investment Adviser since

the Company made its initial investment,

the Company was well-placed to negotiate

the acquisition of its 51% shareholding on

accretive terms in July 2019 to become the

sole owner of BeNEX.

SUSTAINABLE MANAGEMENT

As an investor in passenger rail infrastructure,

BeNEX can support Germany’s ambition to

encourage modal shift from private car usage

to public transport, with the aim of decreasing

greenhouse gas (‘GHG’) emissions, alleviating

traffic congestion, and improving air quality.

BeNEX is eligible for alignment with the EU

Taxonomy for environmentally sustainable

activities, under the category of Passenger

Interurban Rail Transport, as it has the

potential to make a substantial contribution

to the Climate Mitigation objective of the

Taxonomy. The Investment Adviser quantifies

and tracks the EU Taxonomy alignment of the

Company’s investments and is working with

BeNEX to support it in meeting the alignment

criteria, including through a physical climate

risk assessment which is currently in

progress. Following the acquisition of Abellio

Germany, c.80% of BeNEX’s revenues are

generated by operations with electric rolling

stock with no direct GHG emissions, and,

which has the potential to be classified as a

sustainable economic activity. It is expected

that this share will continue to grow due to

increasing electrification of the tracks and a

further enhancing share of battery electric

trains in the market.

Image: BeNEX, Germany

Photo credit: Cantus

International Public Partnerships Limited

Annual Report and financial statements 2024

Financial StatementScorporate governanceoverview STRATEGIC REPORT

OPERATING REVIEW

Given the ongoing volatility in the UK listed

market, conditions remain unfavourable for

raising new equity. As a result, the Board

and Investment Adviser are prioritising asset

allocation and active portfolio management.

A package of measures has also been

implemented to strengthen the Company’s

position in the current environment and

ensure it is well-positioned for the longer-

term. Central to this is an enhanced capital

return programme – funded through a

mix of divestments and surplus cash flow,

primarily via share buybacks, though other

return methods may be considered.

The Board will continue to regularly

review the overall composition of the

portfolio to ensure it remains aligned with

the Company’s investment objectives,

considering both investment and divestment

opportunities, as appropriate.

INVESTMENTS MADE DURING 2024

valUe-FocUSeD portFolio Development

PERFORMANCE AGAINST

STRATEGIC KPIs

100%

Of the investments made in 2024

metatleast two of the four attributes

(2023: 100%)

Investment activity during the year to 31 December 2024 which included new, follow-on

and existing commitments totalling £107.8m (2023: £108.1m). This included the acquisition

of Moray East OFTO, a further investment into BeNEX and funding into long-standing

investment commitments to Flinders University Health and Medical Research Building

(‘HMRB’), Gold Coast Light Rail – Stage 3, and toob.

The Board carefully considered the merits of completing the acquisitions in light of capital

allocation priorities. The projected returns from acquiring Moray East OFTO and BeNEX were

judged to be significantly more attractive relative to alternative capital allocation options and

given the capital was available to the Company as a result of realisation activity, the Board

concluded that these acquisitions were in the best interests of shareholders.

DESIRABLE KEY ATTRIBUTES FOR THE PORTFOLIO

Whilst the Board currently prioritises the

return of capital to shareholders given

the market environment, it will carefully

consider opportunities to reinvest divestment

proceeds into new and follow-on investment

opportunities. Such investments will only be

made where there are significant broader

portfolio or strategic benefits and where the

projected long-term returns substantially

exceed the short-term benefits available

through share buybacks.

More generally, any new investments should

remain consistent with the Company’s

investment objectives to provide investors

with long-term, inflation-linked cash flows

and/or the potential for capital appreciation.

Consistent with the Board’s KPI targets, new

investments are therefore required to have at

least two of the four key attributes listed.

1 Long-term, stable returns

2 Inflation-linked investor cash flows

3 Early-stage investor (e.g. the Company

is an early-stage investor in a new

opportunity developed by its Investment

Adviser) or investments secured through

preferential access (e.g. sourced through

pre-emptive rights)

4 Potential for capital appreciation

(e.g.through ‘de-risking’ or residual/

terminal value growth)

Any investment would also be required to

positively contribute towards the SDGs

(see the Responsible Investment KPI on

pages 12 to 13).

MORAY EAST OFTO

Location

Status

Operational

Investment

c.£77m

Investment date

February 2024

Key attributes

1 2 3 4

Primary SDG supported

Moray East OFTO is the

Company’s 11th OFTO

investment and will further

increase the Company’s

contribution to the UK’s transition

to a net zero carbon economy.

This investment has the capacity

to transmit sufficient renewable

electricity to power the equivalent

of c.1.0m homes, increasing

the total equivalent across the

Company’s OFTO portfolio to

c.3.7m homes.

International Public Partnerships Limited

Annual Report and financial statements 2024

THREE SHIRES PORTFOLIO

Location

Status

Operational

Divestment

c.£14m

Divestment date

August 2024

Primary SDG supported

The portfolio comprises the

design, build, financing and

maintenance of four community

healthcare facilities, including

two in Derbyshire, one in

Leicestershire and one in

Lincolnshire.

The Company’s 50% interest

in the portfolio was disposed

of in August 2024, with the

sales price being in line with

the Company’s 30 June 2024

valuation.

FHSP

Location

Status

Operational

Divestment

c.£30m

Divestment date

September 2024

Primary SDG supported

INPP’s FHSP investments are

in the form of mezzanine debt

investments secured against

seven operational Public-Private

Partnerships (‘P3’) projects,

comprising c.21,800 housing units

located across the United States.

The Company made a partial

disposal in September 2024,

realising c.£30m, with the

sales price being in line with

the Company’s 30 June 2024

valuation.

BeNEX

Location

Status

Operational

Investment

c.£15m

Investment date

October 2024

Key attributes

1 2 3 4

Primary SDG supported

BeNEX which is wholly-owned

by INPP, is an investor in both

rolling stock and eight TOCs

which operate regional passenger

rail services across Germany.

BeNEX is under contract with

numerous German federal states

and acquired Abellio’s regional

rail operations in Germany which

principally comprise two TOCs

generating mostly availability-

based revenues.

EXISTING COMMITMENTS

The Company has three long-standing commitments to invest in the Flinders University HMRB, Gold Coast Light Rail – Stage 3, and toob.

All of these investment commitments are expected to be fulfilled by mid-2026.

Existing commitments Location Outstanding commitment as at 31 December 2024

Flinders University HMRB £2.0m

Gold Coast Light Rail – Stage 3 £5.1m

toob £5.4m

INVESTMENT REALISATION

As stated earlier in this Report, the Board and the Investment Adviser continue to actively pursue selective divestment opportunities across

INPP’s portfolio to support valuations and fund the continued return of capital to investors. In the 18 months to 31 December 2024, the

Company successfully generated c.£260m from asset realisations from its energy transmission, social infrastructure, and digital infrastructure

investments. All realisations have taken place at prices in line with the most recently published valuations.

During the 12 months to 31 December 2024, INPP realised c.£44m and the Company continued to actively pursue both individual assets

and portfolio divestments. Post-period end, in March 2025, the Company agreed to sell its minority interests in seven UK education PPPs

to an existing co-shareholder for total proceeds of c.£8m which is in line with the most recent valuations. In addition, there are a number of

further ongoing divestment processes and further information will be provided in due course.

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

OPERATING REVIEW continUeD

valUe-FocUSeD portFolio Development CONTINUED

FUTURE OPPORTUNITIES

The Company does not need to make additional investments to deliver current projected returns and reconfirms that the projected cash

receipts from the existing portfolio are such that even if no further investments are made, the Company currently expects to be able to

continue to meet its existing progressive dividend policy for at least the next 20 years

Further investment opportunities will be assessed against the Company’s relevant strategic KPIs and will only be considered where there are

significant broader portfolio or strategic benefits and where the projected long-term returns exceed those available through share buybacks.

A high-level summary of wider sectors that the Company continues to actively review is outlined below.

SOCIAL

INFRASTRUCTURE

REGULATED UTILITIES

TRANSPORT

AND MOBILITY

EXAMPLE INVESTMENTS

– Education

– Health

– Justice

– Other social

accommodation

EXAMPLE INVESTMENTS

– OFTOs

– Distribution and

transmission

– Other regulated

investments e.g. nuclear

EXAMPLE INVESTMENTS

– Government-backed

transport including:

– Light rail

– Regional rail

OTHER ESSENTIAL

INFRASTRUCTURE

EXAMPLE INVESTMENTS

– Digital connectivity

– Energy management

Haeata Community Campus,

NewZealand

Reliance Rail, Australia

Rampion OFTO, UK

1 This is reflective of the 2025 and 2026 dividend targets, and c.2.5% annual dividend growth thereafter.

International Public Partnerships Limited

Annual Report and financial statements 2024

Image: Moray East OFTO, UK

International Public Partnerships Limited

Annual Report and financial statements 2024

Financial StatementScorporate governanceSTRATEGIC REPORToverview

OPERATING REVIEW

MARKET ENVIRONMENT

ANDFUTURE OPPORTUNITIES

NORTH AMERICA

– Bipartisan stimulus bills including the

Infrastructure Investment and Jobs Act (‘IIJA’)

the CHIPS and Science Act and the Inflation

Reduction Act (‘IRA’)

, totaling US$1.8tn

have been driving investment in transport,

communications, energy, carbon and resiliency

infrastructure

– However, the change in Administration resulting

from the November 2024 election may create

additional uncertainty around the future of

some existing stimulus packages; although

infrastructure spending generally appears to be

well supported on a bipartisan basis

– Deal volumes increased in 2024 and are

expected to increase further with new

procurements issued for transport, social

accommodation and energy deals

– Government and other entities are actively

seeking alternative delivery of projects.

Many projects display innovative capital

structures utilising various sources of public

and private capital

– As of December 2024, the projections for US

economic GDP growth implies that government

spending cuts will be fully implemented in

the 2026 fiscal year and further subtract from

growth, indicating GDP growth of 2.4% in 2025,

before slowing to 1.7% in 2026. GDP growth of

c.2% is then expected from 2027 to 2029

– In Canada, aggressive energy and

decarbonisation targets are driving new deal

flow along with an increase in the number of

proposed P3 deals

1 Bipartisan Infrastructure Law, The White House

2 The Inflation Reduction Act, The White House

3 https://www2.deloitte.com/us/en/insights/economy/us-economic-forecast/united-states-outlook-analysis.html

4 https://www.gov.uk/government/news/what-you-need-to-know-about-the-autumn-budget-2024

5 https://www.ice.org.uk/news-views-insights/inside-infrastructure/whats-new-uk-government-doing-about-infrastructure

6 https://www.gov.uk/government/publications/national-wealth-fund-mobilising-private-investment/national-wealth-fund-mobilising-private-investment-accessible#:~:text=It%20will%20

mobilise%20private%20sector,Chancellor%20of%20the%20Exchequer

7 https://assets.publishing.service.gov.uk/media/6710cf42080bdf716392f558/NWF_IIS_Publication.pdf

UNITED KINGDOM

– The UK macroeconomic environment remained challenging with

subdued growth and persistently elevated interest rates. Despite this,

infrastructure investment continues to enjoy strong endorsement, with

the UK government announcing the intention to mobilise £100bn of

investment into UK infrastructure in the 2024 Autumn budget, through

both private and public capital

– The 2024 Autumn budget focused on long-term planning including

infrastructure investment and the Treasury have announced that a

10-year National Infrastructure Strategy will be published following

the conclusion of a multi-year spending review, which is anticipated

to be delivered in June 2025. The review is expected to focus on

infrastructure’s role in enabling resilient growth, delivering clean energy

by 2030 and transitioning to net zero by 2050

– In September 2024, the Labour Party outlined its commitment to

expanding infrastructure investment with a focus on clean energy

projects, transport connectivity improvements, and a significant push

for the green economy to meet net zero objectives. In addition, the UK

has committed to a 68% reduction in emissions by 2030, as part of its

Nationally Determined Contribution towards the Paris Agreement

– During 2024, The UK Infrastructure Bank (established in 2022) was

rebranded as the National Wealth Fund. The National Wealth Fund will

mobilise billions of pounds of investment into the UK’s clean energy and

growth industries. It will play a pivotal role in facilitating private sector

investment to support net zero ambitions and broader infrastructure

goals through the delivery of the government’s new Industrial Strategy

which was expanded to include defence spending, reallocating funds

initially designated for green projects

International Public Partnerships Limited

Annual Report and financial statements 2024

2024 remained

challenging due to

volatile macroeconomic

conditions and

geopolitical events

EUROPE (EXCLUDING UK)

– Within the EU, political instability persists, with contentious election

results in Austria and government upheavals in France and Germany,

the bloc’s largest two economies, adding ambiguity to economic

policy-making

– Consequently, European economic growth has fallen below

expectations, prompting the European Central Bank (‘ECB’) to revise

its growth forecasts for 2024-2027 to 0.7% in 2024, 1.1% in 2025,

1.4% in 2026, and 1.3% in 2027

. Inflation is expected to decline to

the ECB’s target of 2% during 2025

– Infrastructure investments in Europe have continuously benefited

from being supported by broader EU frameworks and initiatives,

such as the Connecting Europe Facility (‘CEF’). CEF programmes

for energy, transport and digital (totalling more than €33bn until

2027) and the availability of other initiatives such as the €800bn Next

Generation EU Recovery Fund have further advanced the goal of

building a ‘greener, more digital and more resilient Europe’ as well as

of achieving the EU’s decarbonisation targets for 2030 and 2050

– While difficult to predict, it can be expected that the changes in

governments, clear economic policies including structural reforms

(e.g. tax reforms, lower energy prices) and more political stability

should enable sustainable growth in the EU. With the likely further

normalisation of interest rates, as well as the expected supportive

economic growth and inflation trends, the outlook for infrastructure

market activity is assumed to be more favourable in 2025, although

risks remain due to ongoing geopolitical uncertainties and a

potentially more challenging trading environment

AUSTRALIA AND NEW ZEALAND

– Government investment will remain a key driver of private

infrastructure development in Australasia in 2025, with

energy and transport projects prioritised to address

population growth and accelerate the transition to net zero

emissions by 2050

– The Australian Government’s 2024-25 budget allocated

A$270bn for infrastructure spending across states and

territories over the four years to 2027-2028, marking

a A$14bn increase from the 2023-2024 budget

Amid fiscal constraints and cost-of-living pressures,

funds are primarily directed toward ongoing government

projects. Major initiatives include the Central-West Orana

and New England Renewable Energy Zones, North East

Link PPP, and Northern Corridor PPP

– The Reserve Bank of Australia projects gross domestic

product (‘GDP’) growth of 1.75% for the year 2024–2025,

and 2.25% in 2025–2026

and The New Zealand

Treasury forecasts real GDP growth of 0.5% for the fiscal

year 2024/2025, accelerating to 3.3% in 2025/2026,

supported by lower interest rates

– Australian states and territories continue to sponsor smaller-

scale greenfield social infrastructure projects, primarily

across healthcare, housing and broader civic sectors

– State gross debt levels across Australia have risen

significantly from ~7% of GDP in 2019 to more than ~15%

in 2024 and are forecast to rise to ~20% of GDP by 2028,

fueled by a large pipeline of infrastructure projects in an

environment of inflationary cost pressures

. As a result,

state governments with high levels of debt (particularly

Victoria and New South Wales) are recognising that the

public sector alone will be unlikely to meet infrastructure

investment requirements and greater private financing will

likely be needed

– In New Zealand, the government released an updated

PPP framework in late 2024, enhancing risk transfer,

bid cost recognition, and dispute resolution to attract

international expertise. A new funding and financing

framework aims to encourage private sector investment

inpublic infrastructure delivery

8 https://www.ecb.europa.eu/press/projections/html/ecb.projections202412_eurosystemstaff~71a06224a5.en.html#toc6

9 https://cinea.ec.europa.eu/programmes/connecting-europe-facility/about-connecting-europe-facility_en#cef-energy

10 https://www.dws.com/en-gb/insights/alternatives-research/infrastructure/infrastructure-strategic-outlook-2025/

11 Australian Infrastructure Budget Monitor 2024-25

12 https://budget.gov.au/content/myefo/download/02_Part_2_WEB.pdf

13 https://www.treasury.govt.nz/publications/efu/half-year-economic-and-fiscal-update-2024

14 Fitch Ratings

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

active aSSet management

OPERATIONAL PERFORMANCE

Infrastructure assets and businesses inherently involve health and safety risk both during

construction and whilst operational. The health and safety of clients, delivery partners,

employees and members of the public who come into contact with our assets is of the

utmost importance and so we accord the highest priority to health and safety. The Accident

Frequency Rate (‘AFR’) of the Company’s underlying investment portfolio is calculated based

on the number of occupational injuries that resulted in lost time during the relevant period.

For the year to 31 December 2024, this remained low at 0.30 per 100,000 hours worked

(31 December 2023: 0.38). Comprehensive health and safety data is evaluated each quarter

to highlight any trends or areas of focus.

From a cash flow perspective, the portfolio performed well during the year to 31 December

2024 with 100% of the investment portfolio’s overall forecast distributions having been

received (31 December 2023: 100%).

Further information on operational performance and key updates for the Company’s

PPP projects, regulated investments and operational businesses is set out on the

followingpages.

1 Further details of such services and costs can be found on the Investment Adviser’s website: https://www.amberinfrastructure.com/what-we-do/manage-asset-management/.

0.30

Accident Frequency Rate

per100,000hours worked

(31 December 2023: 0.38)

PERFORMANCE AGAINST

STRATEGICKPIs

100%

Forecast distributions received

(31 December 2023: 100%)

OPERATING REVIEW

APPROACH TO ASSET MANAGEMENT

Through our Investment Adviser, we actively manage our investments to maintain a high-performing portfolio capable of delivering consistent

returns to shareholders.

At the portfolio level, Amber has a highly skilled in-house team with decades of sector experience across the regions where INPP operates.

This team is responsible for overseeing and optimising the Company’s investments, including through board representation, as well as

the provision of dedicated finance and legal staff, to ensure that the portfolio meets or exceeds performance targets for the benefit of all

stakeholders. The team’s proactive approach has played a crucial role in the Company’s success since its IPO and has been instrumental in

maintaining this success during periods of macroeconomic volatility.

CORPORATE MANAGEMENT SERVICES

Unlike typical companies, infrastructure concession-owning portfolio companies (such as PPPs and OFTOs) do not have their own

management teams. Instead, they rely on third-party service providers for corporate management services typically covering contract

management, lender reporting, invoicing and accounting, cash management, tax compliance, and other corporate management functions.

These services are essential for ensuring the portfolio companies deliver the forecast financial returns to the Company. These services are

procured by, and charged to, the relevant portfolio company, and are factored into the investment’s fair value.

CORPORATE GOVERNANCE

Similar to facilities management, corporate management services are typically secured at the start of a project through a long-term contract,

helping to reduce future cash flow volatility. The scope and costs of these services are evaluated by the procuring authority as part of the

initial competitive project tender. Additionally, these arrangements undergo review, benchmarking, and assessment by the Investment

Committee during the investment decision process.

This proven asset management approach has consistently delivered effective oversight and operational efficiency, as demonstrated by the

swift resolution of the recent cable fault at EA1. When beneficial, the Board aims to leverage the broader expertise and experience of the

Amber Group to directly provide these services to portfolio companies

International Public Partnerships Limited

Annual Report and financial statements 2024

GEOGRAPHIC SPLIT

UK 73%

Belgium 8%

Australia 7%

Germany 4%

US 3%

New Zealand 3%

Canada 1%

Denmark <1%

Investments are diversified by developed geographies

Ireland <1%

INVESTMENT OWNERSHIP

100% 46%

<50% 49%

50-100% 5%

Preference to hold majority stakes

INVESTMENT LIFE

<20 years 39%

>30 years 37%

20-30 years 24%

Weighted average portfolio life of c.38 years

SECTOR BREAKDOWN

Transport 20%

Energy transmission 19%

Education 16%

Gas distribution 16%

Waste water 15%

Other 14%

141 investments in infrastructure projects

and businesses across a variety of sectors¹

INVESTMENT TYPE

Risk Capital2 99%

Senior Debt 1%

Investments across the capital structure

MODE OF ACQUISITION/INVESTMENT STATUS

Operational 85%

Construction 15%

Early Stage Investor3 68%

Later Stage Investor

32%

Early stage investment gives first mover advantage

and maximises capital growth opportunities

1 The majority of assets and businesses benefit from availability-based or regulated revenues. ‘Other’ includes Health (4%), FHSP (3%), Digital (2%) and Judicial (2%) among other assets.

2 Risk Capital includes project-level equity and/or subordinated shareholder debt.

3 Early Stage Investor – investments developed or originated by the Investment Adviser or predecessor team in primary or early phase investments.

4 Later Stage Investor – investments acquired from a third-party investor in the secondary market.

5 Includes non-concession entities which potentially have a perpetual life but are assumed to have finite lives for this illustration.

PORTFOLIO OVERVIEW AS AT 31 DECEMBER 2024

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

PORTFOLIO BREAKDOWN

PPP 38%

OPERATING REVIEW continUeD

active aSSet management CONTINUED

The Company’s PPP portfolio (accounting

for 38% of the portfolio by investment fair

value) is comprised of individual concession-

based investments where a private sector

entity is generally responsible for designing,

building, financing, operating and maintaining

a social infrastructure facility typically in

exchange for availability-based revenues.

These investments span various sectors, such

as education, healthcare, justice and other

social infrastructure sectors across multiple

jurisdictions. The Company’s PPP investments

continue to meet key objectives, including

that facilities are available for use, areas are

safe and secure, and performance standards

outlined in the underlying agreements are

met. The Company’s Investment Adviser

has significant expertise in this field and has

overseen the majority of the PPP projects in

the Company’s portfolio since their inception.

– Monitoring availability and performance

deductions serves as a vital KPI. While

deductions are typically transferred to

facilities management providers under long-

term fixed price contracts, the Investment

Adviser actively oversees its subcontractors

to optimise project performance. During

the year to 31 December 2024, the overall

availability of the Company’s PPP assets

was 99.8% (31 December 2023: 99.8%)

with performance deductions of only 0.2%

(31 December 2023: 0.2%), both of which

were ahead of targets and demonstrate

the high level of operational performance

achieved

– The overall asset availability of 99.7%

for the year to 31 December 2024 (31

December 2023: 99.8%) reflects the

Company’s PPP projects as well as its

OFTO investments

– During the year, the Company’s Investment

Adviser oversaw the delivery of lifecycle

works (including repair, refurbishment, and

replacement works) totalling £53.6m on

behalf of public sector clients. This work

ensures the facilities continue to perform in

line with the contractual requirements for

the relevant public sector clients

– The Company’s public sector clients

initiated over 1,200 contract variations

during the year, amounting to £16.1m in

value. These variations range from minor

adjustments and renovations to substantial

upgrades and expansions, and help ensure

the facilities continue to meet clients’ needs

– A number of benchmarking exercises were

performed and agreed for the Company’s

social accommodation projects, which

included reviewing the cost of the services

delivered in order to ensure value for money

for the public sector client

PPP PROJECTS

ASSET HAND-BACK

The transfer, or ‘hand-back’, of the PPP

assets and the associated services to

the public sector clients is an increasingly

important area of focus as the Company’s

PPP portfolio matures. The Investment

Adviser proactively monitors asset condition,

maintenance and lifecycle works to ensure

the assets will meet the necessary criteria

for hand-back. Where an asset’s condition

does not meet the necessary criteria, the

PPP company must undertake remedial

works. The risk associated with the costs

of these works are generally contractually

passed to subcontractors. This proactive

approach aims to facilitate an efficient and

seamless transfer to the relevant public

sector counterparty.

The Investment Adviser is a leading

contributor to the Infrastructure and Projects

Authority (‘IPA’) working groups which aim

to provide guidance and greater certainty

to the public and private sector in the UK

in relation to how hand-back should be

delivered to ensure a consistent approach

isadopted across the sector.

The first of the Company’s PPP investments

that will go through the hand-back process

is Hereford and Worcester Courts in 2025

and the necessary activities are proceeding

in line with expectations. The expiry dates

for the remainder of the Company’s PPP

concessions span the next 25 years.

DIABOLO

Diabolo is a rail infrastructure investment

which connects Brussels Airport with

Belgium’s national rail network. The majority

of the revenues generated by Diabolo are

linked to passenger use of either the rail

link itself, or the wider Belgian rail network.

Passenger numbers now exceed pre-

pandemic levels and Diabolo is paying

distributions in line with expectations.

PERFORMANCE AGAINST

STRATEGIC KPIs

99.7%

Asset availability achieved

againstatarget of >98%

(31 December 2023: 99.8%)

0.2%

Asset performance deductions

achieved against a target of <3%

(31 December 2023: 0.2%)

OTHER KEY UPDATES

1 The asset availability target applies to assets generating availability-based revenues (i.e. both PPPs and OFTOs).

International Public Partnerships Limited

Annual Report and financial statements 2024

PORTFOLIO BREAKDOWN

Regulated Investments 50%

REGULATED INVESTMENTS

The Company is currently invested in

Cadent, Tideway and a portfolio of 11

OFTOs (together accounting for 50% of

the portfolio by investment fair value),

all of which are regulated by statutory

independent economic regulators.

Whilst different in nature, the regulatory

frameworks used are ultimately designed

to, among other things, protect the interests

of consumers whilst ensuring that the

regulated companies can earn a fair return

on their capital. The Company owns 100%

of each of its OFTO investments and

whilst the Company does not hold majority

positions in Cadent or Tideway,

the Company engages through its

Investment Adviser’s board director

positions in the governance of its

investments. This includes seeking to

ensure effective risk management and

driving the overall financial, operational and

ESG performance of its investments.

OFTOs

The Company’s OFTO investments

are regulated by the Office of Gas and

Electricity Markets (‘Ofgem’) which grants

licences to transmit electricity generated by

offshore wind farms into the onshore grid.

The revenues generated are not linked to

electricity production or price, instead the

OFTO is paid a pre-agreed, availability-

based revenue stream for a fixed period of

time (typically 20-25 years).

The EA1 OFTO was operating at only

half its physical capacity after having

suffered an offshore cable fault in April

2024. However, due to the efforts of the

Investment Adviser’s asset management

team, the repair works were completed

and EA1 returned to full service in October

2024. The team worked closely with

Ofgem throughout, who expedited their

own investigations into both the reasons

for the fault and EA1’s response. Post

period end, Ofgem determined that the

fault was beyond the OFTO’s reasonable

control and, taking into account EA1’s

actions in responding to and repairing the

fault, concluded that existing regulatory

protections would be available such that

EA1 would not be subject to any revenue

loss for the impact of the offshore cable

fault on asset availability. Accordingly, paid

availability for the year was 99.7% which is

above the licence target of 98.0%.

The Ofgem consultation process regarding

the potential regulatory developments

underpinning an extension of the OFTO

revenue stream is ongoing. In January

2024, Ofgem published decisions on

some of the questions raised in its 2022

consultation. This confirmed Ofgem’s

overarching objective is to maximise the

combined operational lifetimes of both

generation and transmission assets where

it is economic and efficient to do so. In

December 2024, Ofgem published a further

consultation seeking views on extending the

operating periods for OFTOs and improving

the efficiency of the current tender process.

Ofgem expects incumbent OFTOs to be

best positioned to operate transmission

assets in an extension period with its

preferred approach being to promote

bilateral negotiation with the incumbent

OFTO when setting any extension

revenuestream.

CADENT

Cadent is the UK’s largest gas distribution

network, serving 11m homes and

businesses. Cadent is regulated by Ofgem

which has granted Cadent a licence to

distribute gas across certain regions within

the UK. The business has continued to

perform strongly during the year.

Cadent continues to support the UK

government in meeting its net zero

target. The transition to net zero will

change the role of the gas network over

time as consumers gradually shift their

consumption to lower carbon alternatives

such as renewable electricity and hydrogen

alongside an expected move away from

natural gas. Cadent will play a critical role in

energy decarbonisation in the UK by,

(i) continuing to safely and reliably provide

gas and thereby facilitate the increased

use of cleaner albeit more intermittent

technologies, (ii) driving reductions in

emissions while customers still need gas,

and (iii) converting and developing the

network to enable the distribution of cleaner

fuels such as hydrogen to where it is

needed when customers are ready.

During the year, Ofgem continued to

consult stakeholders as part of its process

for determining the revenues that UK

gas network companies will be able to

earn in the next five-year price control

period which starts in 2026. In July 2024,

Ofgem announced

that it does not

anticipate significant regulatory changes

in the next price control period, that the

framework must be adaptable to a range

of potential future energy pathways, and

that maintaining a safe and resilient gas

network remains paramount. The terms

of announcements made by Ofgem were

broadly consistent with the Company’s

expectations. In December 2024, Cadent

submitted its final business plan in respect

of the next price control period to Ofgem

and expects to receive Ofgem’s draft and

final determinations later in 2025.

TIDEWAY

Tideway is regulated by the Water Services

Regulation Authority (‘Ofwat’) which, in 2015,

granted Tideway a licence to design, build,

finance, commission and maintain a new

25km ‘super sewer’ under the River Thames.

Major construction work on the project

was completed during the year and in

September 2024, the tunnel started to

prevent sewage from entering the River

Thames for the first time. In February 2025,

it was confirmed that the ‘super sewer’ had

been fully connected and it should therefore

now be able to prevent 95% of the sewage

spills that would have otherwise polluted

the River, dramatically improving the water

quality of the River Thames and delivering

significant environmental benefits.

Data shows that from September 2024

until the time of writing, the system had

prevented more than six million cubic

metres of sewage

from entering the

River Thames. Commissioning is currently

scheduled for completion in the second

half of 2025. At £4.6bn, the estimated cost

of the project remains broadly in line with

the amount stated in INPP’s 2024 Interim

Report and the cost to Thames Water

customers remains within the initial estimate

provided at the outset of the project.

In December 2024, Ofwat published its final

determinations for the 2024 price review

(‘PR24’) which set out the price controls for

1 View Cadent’s latest Annual Report: https://cadentgas.com/getmedia/ad65d96e-2aac-4f74-86fd-73ea28922034/27091_Cadent_AR24_WEB_2024-06-19.pdf.

2 https://www.ofgem.gov.uk/decision/riio-3-sector-specific-methodology-decision-gas-distribution-gas-transmission-and-electricity-transmission-sectors.

3 View Tideway’s latest Annual Report: https://www.tideway.london/media/6872/tideway-annual-performance-report-2023-24-signed.pdf.

4 Tideway has launched a tracker to show the volume of sewage being prevented from entering the River Thames: https://www.tideway.london.

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

PORTFOLIO BREAKDOWN

Operating Businesses 12%

OPERATING REVIEW continUeD

active aSSet management CONTINUED

The Company invests in a number of

operating businesses, including Angel

Trains, BeNEX and digital infrastructure

businesses (together accounting for 12%

of the portfolio by investment fair value).

The Investment Adviser holds a board

position on each of these operating

businesses and it is through these

positions that the Company engages in

the governance of these investments.

This engagement includes seeking to

ensure effective risk management and

driving the overall financial, operational and

ESG performance of its investments.

ANGEL TRAINS

Angel Trains has an asset base of over

4,000 vehicles, making it the UK’s largest

rolling stock leasing company (‘ROSCO’).

It is one of the three original ROSCOs

established in 1994 in preparation for the

privatisation of British Rail. During the

year to 31 December 2024, Angel Trains

continued to perform well with its trains on

lease to TOCs across the UK as planned.

In November 2024, the UK’s new Labour

government passed the Passenger Railway

Services (Public Ownership) Act 2024,

REGULATED INVESTMENTS CONTINUED

the legislation required to deliver on its

manifesto commitment to bring operating

services into the public sector. It remains its

intention to establish Great British Railways

to oversee the rail sector. In December

2024, the Secretary of State for Transport

reaffirmed that there are “no plans to

change the way rolling stock is leased” and

the recent developments are not expected

to have a material impact on Angel Trains.

Angel Trains was awarded the Global

Real Estate Sustainability Benchmark’s

(‘GRESB’) highest rating of five stars for

2024, achieving a score of 99/100.

The assessment measures ESG

performance and the result demonstrates

Angel Trains’ continued commitment

to sustainability.

BeNEX

BeNEX is an investor in both rolling

stock and TOCs which operate regional

passenger rail franchises across Germany

under contract with numerous German

federal states. Approximately 123m

passengers were safely transported

and more than 728 stops served during

2024, demonstrating the BeNEX Group’s

significant contribution to a sustainable and

environmentally friendly mobility in Germany.

The “Deutschlandticket”, a subsidised

monthly regional public transportation ticket

introduced in 2023 for an initial period of

two years, has continued its success across

Germany and the government and federal

states have since agreed to extend its

availability until at least early 2026. Greater

use of regional trains should, among other

things, help to reduce emissions as well as

provide greater opportunities for BeNEX

going forward.

During the second half of the year, BeNEX

successfully acquired Abellio’s regional rail

operations in Germany which principally

comprise two TOCs generating mostly

availability-based revenues. The associated

c.£15m investment was considered

significantly more attractive, over the

medium to long-term, relative to the

opportunity to engage in a share buyback.

This acquisition has resulted in BeNEX

becoming one of the largest passenger rail

operators in Germany by service volume

with services across 14 of the 16 German

states providing a total of c.65m train km of

transportation services per annum. Further

information on BeNEX can be seen in the

case study on pages 16 to 17.

DIGITAL INFRASTRUCTURE

Following the sale, through the Amber-

managed National Digital Infrastructure

Fund (‘NDIF’), of its interests in

NextGenAccess (divested in 2022) and

Airband (divested in 2023), the Company

has interests in two remaining digital assets,

toob and Community Fibre.

As previously reported, the Company

committed to invest a further c.£13m into

toob, alongside additional capital from its

co-investors in the Amber-managed NDIF,

throughout 2024 and 2025. This further

investment is part of a wider potential

£300m of additional funding raised by

toob, which should enable it to reach

over 600,000 premises. During 2024,

INPP invested c.£7.8m of its c.£13m

commitment, helping toob to grow its

network to cover c.280,000 premises across

Southampton and other towns in the South

of England, and achieve the significant

milestone of connecting 75,000 customers,

which demonstrates the attractiveness of

the toob product and proposition.

Community Fibre continues to make strong

progress and has now passed c.1.4m

homes with fibre and has over 330,000

customers. Community Fibre remains

London’s largest 100% full fibre

broadband provider.

water and wastewater companies from April

2025 to March 2030. As Tideway’s licence

provides it with no equivalent price control

review until 2030, Ofwat’s announcement

has no direct impact on Tideway.

As part of Tideway’s planned transition

following the completion of major

construction works, Sir Neville Simms

stepped down as the independent chair

in September 2024 and was succeeded

OPERATING BUSINESSES

by independent non-executive director,

Michael Queen. Richard Morse stepped

down as deputy chair and chair of the

audit and finance committee in June 2024,

and was succeeded by independent

non-executive director Baroness Ruby

McGregor-Smith.

Tideway continues to monitor

developments in relation to the well-

publicised financial position of Thames

Water. The matter is not expected to

have a material impact on the Company’s

investment in Tideway. Whilst Thames

Water has a licence obligation to pass

revenues to Tideway, statutory and

regulatory protections are afforded to

Tideway which are designed to mitigate the

risk of disruption to the receipt of revenues

and would continue to apply should

Thames Water’s status change.

International Public Partnerships Limited

Annual Report and financial statements 2024

INPP SERVICE PROVIDERS¹

Downer & Spotless 6%

Infrabel 8%

Hunt Military Communities 3%

Bouygues 3%

G4S 2%

Mitie 3%

OCS 2%

Amey 1%

Kier

Honeywell 1%

Others 7%

Regulated Investments² 50%

Operating Businesses² 12%

FES

1. Based on percentage of Investments at Fair Value as at 31 December 2024.

2. These investments operate with no significant exposure to any one

service provider or delivery partner.

COUNTERPARTY RISK

Counterparty risk exists to some extent

across all investments; however, the risk

is required to be more carefully monitored

when considered in relation to PPPs, which

have a long-term fixed-price contract

with a facilities management provider.

The Company has a diverse exposure to

service providers across its portfolio and the

Investment Adviser’s asset management

team ensures counterparty risk is actively

managed and mitigated.

PROJECTS UNDER CONSTRUCTION

The Company has a strong track record of delivering construction projects safely, on time, to budget and to a high-quality by understanding

the project environment and the potential issues that may occur. It works closely with the contractors, technical advisers and management

companies, where applicable, throughout the construction period in order to mitigate risk and ensure the assets can perform as expected

and create value for both investors and communities.

During the year, construction works completed on the Flinders University HMRB and, in June 2024, Flinders University’s Vice-Chancellor

Professor Colin Stirling was joined by Prime Minister Anthony Albanese and South Australian Premier Peter Malinauskas to officially open

the building.

The Company had the following two projects under construction as at 31 December 2024:

Tideway is building the 25km ‘super

sewer’ below the River Thames to

help reduce sewage pollution in the

river and ensure London’s wastewater

system can meet the demands of a

growing population and evolving urban

environment.

Location

Construction completion date

2025

Defects completion date

2028

% of investment at fair value

at31December 2024

15.0%

TIDEWAY

Progress update: Major

construction works completed

during the year and the super

sewer was fully connected in

February 2025. Commissioning is

currently scheduled for completion

in the second half of 2025.

More information on Tideway’s

progress can be seen on page 27.

The project extends the existing

Gold Coast Light Rail network a further

6.7km south from Broadbeach to

Burleigh Heads. It will include eight new

stations, five additional light rail trams,

new bus and light rail connections,

and an upgrade of existing depot and

stabling facilities.

Location

Construction completion date

2026

Defects completion date

2027

% of investment at fair value

at31 December 2024

0.0%

GOLD COAST LIGHT RAIL – STAGE 3

Progress update: The depot

expansion was completed in

December 2023 and is now

operational. The remaining

construction works are in progress

and remain on schedule for

completion in 2026.

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

OPERATING REVIEW continUeD

eFFicient Financial management

The Company aims to manage its finances efficiently in order to provide financial flexibility whilst minimising levels of unutilised cash

holdings. This is achieved through actively monitoring cash held and generated from operations, ensuring cash covered dividends

andmanaged levels of corporate costs, and is supported by appropriate hedging strategies and prudent use of the Company’s CDF.

DIVIDENDS

– During the year, the Company paid dividends of £156.8m (2023: £151.6m)

– Cash dividends were fully covered: 1.1 times (2023: 1.1 times) by the Company’s net

operating cash flows before capital activity* (excluding cash from realisation activity).

Some movement in the level of coverage from period to period can be expected due

to the profile of projected distribution receipts from the portfolio over time, and are not

necessarily a reflection of changes in the level of asset performance

OPERATIONAL PERFORMANCE

– Cash receipts from the investment portfolio were £359.9m in the year (2023: £307.1m).

This amount includes cash received from realisation activity in the year of £151.8m

– Profit before tax of £0.5m was reported (2023: £28.0m). The movement in profit in the

year is principally reflective of the unrealised fair value movements of the investment

portfolio in the period. Further information is available on page 93

– The Company’s cash balance as at 31 December 2024 was £76.5m, held to service

ongoing costs, share buybacks and upcoming dividend payments (31 December 2023:

£128.6m)

– £107.8m was invested during the year (2023: £108.1m). This includes both previously

committed investments as well as new investments, as detailed on pages 18 to 19 and

note 12 of the financial statements

– The cash drawings under the Company’s CDF were fully repaid in 2024 and the CDF

remains undrawn (with £13.5m committed by way of letters of credit). In August 2024,

the Company reduced the size of the CDF from £350m to £250m. The reduction

demonstrates the disciplined approach to cost management while enabling the Company

to maintain the flexibility for opportunities as they may arise

– The current CDF remains in place until June 2025, after which a renewed facility will take

effect. The new facility is expected to have broadly the same terms and structure as the

current facility

– Net financing costs paid were £3.2m (2023: £7.8m), reflecting the level of utilisation of

theCompany’s CDF during the year

– In January 2024, the Company commenced a share buyback programme. As at

31December 2024, the Company had bought back £42.9m in shares. To date,

c.£55m of shares having been acquired, generating 0.5p per share of NAV accretion

– The Company intends to increase the quantum of capital being returned to shareholders

by a further £140m, from the current programme of up to £60m to a programme of up

to £200m, over the period to 31 March 2026. It is intended that the return of capital will

be funded by a combination of divestments and surplus operating cash flow generated.

While it is expected that the programme may be delivered through share buybacks, other

forms of capital returns may also be considered. See the Chair’s Letter on pages 4 to 7

for further information

ONGOING CHARGES

– Corporate costs were managed effectively during the year allowing Ongoing Charges to

remain competitive at 1.14% (2023: 1.17%)

PERFORMANCE AGAINST

STRATEGIC KPIs

1.1x

Dividends fully cash covered

(2023: 1.1x)

1.14%

Ongoing Charges Ratio

(2023: 1.17%)

£0.5m

Profit before tax

(2023: £28.0m)

1 The Ongoing Charges Ratio is prepared in accordance with the Association of Investment Companies’ (‘AIC’) recommended methodology, noting this excludes non-recurring costs. The

basis of the calculation has been updated in the year taking expenses on an annualised accruals basis (previously presented on an annualised cash expense basis). To capture the recurring

expenditure of the Company, advisory fees have been calculated using the prevailing GAV position, as the underlying calculation mechanism results in a lag in terms of fees charged

compared with the reported GAV.Comparatives have been adjusted to bepresentedon a consistent basis.

International Public Partnerships Limited

Annual Report and financial statements 2024

SUMMARY OF CASH FLOWS

Summary of Consolidated Cash Flow

Year to

31 December

2024

£m

Year to

31 December

2023

£m

Opening cash balance 128.6 92.8

Cash from investments 359.9 3 07.1

Corporate costs (34.6) (35.8)

Net financing costs (3.2) ( 7. 8)

Net operating cash flows before capital activity

322 .1 263.5

Cost of new investments (107. 8) (10 8 .1)

Investment transaction costs (1.5) (3.7)

Working capital advanced (0.2) -

Net movement of CDF (65.0) 35.7

Dividends paid (156.8) (151.6)

Share buyback (42.9) -

Closing cash balance 76.5 128.6

Cash dividend cover (total) 2.1x 1.7x

Cash dividend cover (excluding cash from realisation activity)

1.1x 1.1x

1 Net operating cash flows before capital activity as disclosed above of c.£322.1m (2023: £263.5m) include net repayments from investments at fair value through profit or loss of c.£359.9m

(2023: c.£307.1m), and finance costs paid of c.£3.2m (2023: c.£7.8m) and exclude investment transaction costs of c.£1.5m (2023: c.£3.7m) when compared to net cash inflows from operations

of c.£141.0m (2023: c.£133.3m) as disclosed in the consolidated cash flow statement on page 93 of the financial statements. Cash from investments of £359.9m contained within net operating

cash flows before capital activity reflects the cash distributions received from the investment portfolio. When compared to this, net repayments from investments at fair value through profit or loss

of c.£182.4m as presented in the cash flow statement on page 93 excludes certain forms of receipts such as those in the form of dividends or interest, which on an IFRS basis are classified as

part of other lines of the statutory cash flow statement.

2 Cash of c.£151.8m was received during the year (2023: £101.9m) relating to realisation activity.

ONGOING CHARGES RATIO

Ongoing Charges Ratio

Year to

31 December

2024

£m

Year to

31 December

2023

£m

Annualised Ongoing Charges

(32.2) (34.7)

Average NAV

2,824.7 2,974.0

Ongoing Charges Ratio (1.14%) (1.17%)

The following annualised expenses are used in the calculation of the Ongoing Charges ratio.

Corporate Costs

Year to

31 December

2024

£m

Year to

31 December

2023

£m

Management fees (29.3) (31.8)

Administrative fees (2.4) (2.4)

Directors’ fees (0.5) (0.5)

Total annualised Ongoing Charges

(32.2) (34.7)

1 The Ongoing Charges Ratio is prepared in accordance with the AIC recommended methodology, noting this excludes non-recurring costs. The basis of the calculation has been updated in

the year taking expenses on an annualised accruals basis (previously presented on an annualised cash expense basis). To capture the recurring expenditure of the Company, advisory fees

have been calculated using the prevailing GAV position, as the underlying calculation mechanism results in a lag in terms of fees charged compared with the reported GAV. Comparatives

have been adjusted to be presented on a consistent basis.

2 Average of published NAVs for the relevant period.

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

OPERATING REVIEW continUeD

inveStor retUrnS

The Company aims to provide its investors with stable, long-term, inflation-linked returns, based on growing dividends and the potential for

capital appreciation.

TSR* AND NAV TOTAL RETURN

The Company’s annualised TSR since IPO to 31 December 2024 was 6.1% (31 December 2023: 6.8%). The total return based on the NAV

appreciation plus dividends paid since IPO to 31 December 2024 is 7.0% (31 December 2023: 7.4%) on an annualised basis. In March

2024, the Board published a dynamic target return framework to better enable stakeholders to understand how it assesses the relative

attractiveness of new investment opportunities. This framework demonstrates how the Board considers the impact of prevailing market and

macroeconomic conditions at the point in time at which investment decisions are made. Under this framework, the target return for any new

investment is informed by several factors including: (i) the Company’s share price relative to its NAV, (ii) the Company’s weighted average

discount rate, and (iii) any pertinent economic or strategic considerations.

1 Calculated by running a ‘plus 1.0%’ inflation sensitivity for each investment and solving each investment’s discount rate to return the original valuation. The inflation-linked return is the

increase in the weighted average discount rate.

2 Future profit projection and dividends cannot be guaranteed. Projections are based on current estimates and may vary in future.

3 This is reflective of the 2025 and 2026 dividend targets, and 2.5% annual dividend growth thereafter.

4 The 31 December 2024 dividend is the second and final dividend in respect of 2024 and is expected to be paid in June 2025. This will be the final dividend paid on a six-monthly basis.

Following this, dividends will be paid quarterly, commencing with the first of four interim dividends for the financial year 2025 in September 2025.

PERFORMANCE AGAINST

STRATEGIC KPIs

0.7% p.a.

Inflation-linked returns

onaportfoliobasis

(31 December 2023: 0.7%)

3.0%

Annual dividend increase achieved

(31 December 2023: 5.0%)

INFLATION-LINKAGE

In an environment where investors are focused on achieving long-term real rates of return

on their investments, inflation protection is an important consideration for the Company.

At 31 December 2024, the majority of assets in the portfolio had a significant degree of

inflation-linkage. In aggregate, the weighted average return of the portfolio (before fund-level

costs) would be expected to increase by 0.7% per annum in response to a 1.0% per annum

increase in all of the assumed inflation rates (31 December 2023: 0.7%).

DIVIDEND GROWTH

The Board has previously announced an increased 2024 dividend target of 8.37p per

reflecting growth of 3.0% compared to the 2023 dividend. The Board has declared

a dividend of 4.19p per share in respect of the six months to 31 December 2024 and this is

expected to be paid in June 2025. From 2025 onwards, the Board is forecasting to continue

its long-term projected annual dividend growth rate of c.2.5% such that the 2025 and 2026

annual dividend targets are 8.58p per share and 8.79p per share respectively

. The target

dividend growth rates are determined by taking into account the Company’s ambitions to

sustainably grow dividends over the long term whilst providing full dividend cash coverage.

The Company reconfirms that the projected cash receipts from the Company’s portfolio

are such that even if no further investments are made, the Company currently expects to

be able to continue to meet its existing progressive dividend policy

for at least the next

20years.

As previously reported, the Company intends to increase the frequency of its dividend

payments, from semi-annually to quarterly, in order to provide investors with a more regular

income stream. The first interim dividend will be announced in July 2025 and is expected to

be paid in September 2025

International Public Partnerships Limited

Annual Report and financial statements 2024

INPP DIVIDEND GROWTH

Pence per share

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2024

2026

2025

2023

5.25

5.40

5.55

5.70

5.85

6.00

6.15

6.30

6.45

6.65

6.82

7.0 0

7.18

7.3 6

7.5 5

8.13

7.74

8.37

8.58

8.79

Actual Forecast

+5.0%

growth in

2023

+3.0%

growth in

2024

c.2.5%

growth from

2025 onwards

+c.2.5%

consistent annual

growth YoY

SHARE PRICE PERFORMANCE

The Company has historically exhibited relatively low levels of correlation with the market. The correlation with the FTSE All-Share Index

was 0.4 over the 12 months to 31 December 2024 (31 December 2023: 0.4). The sharp rise in government bond yields, particularly UK Gilt

yields, over the past year had a significant impact on the listed investment trust sector share prices, including the Company. Higher yields

have placed downward pressure on share prices across the sector, contributing to the Company’s shares continuing to trade at a discount

to NAV during the year.

The Board and the Investment Adviser continue to believe that the current share price materially undervalues the Company. Although

the drivers of the share price are principally exogenous factors unrelated to the performance of the Company’s assets, we recognise the

importance of taking action to support narrowingof the discount and restore value for our shareholders. The need and scope for such action

has been reinforced through the direct and valuable engagement with shareholders during the year, whose feedback continues to shape

our approach. Our actions, to date, have been guided by our previously published capital allocation policy and the Board is implementing a

further package of measures, which it believes will further the strengthen the Company’s position in the current environment and ensure it is

well-positioned for the longer-term. Further information can be found in the Chair’s Letter on pages 4 to 7.

140

120

100

-20

-40

-60

Source: Bloomberg

Jun 07

Dec 07

Jun 08

Dec 08

Jun 10

Dec 10

Jun 09

Dec 09

Jun 13

Dec 13

Jun 12

Dec 12

Ju n 11

De c 11

Jun 14

Dec 14

Jun 15

Dec 15

Jun 16

Dec 16

Jun 17

Dec 17

Jun 18

Dec 18

Jun 19

Dec 19

Jun 20

Dec 20

Jun 21

Dec 21

Jun 22

Jun 23

Dec 22

Jun 24

Dec 24

Dec 23

Dec 06

SHARE PRICE PERFORMANCE

(% change)

INPP FTSE 250 FTSE All-share INPP NAV

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

2300

2400

2500

2600

2700

2800

2900

3000

3100

3200

NET ASSET VALUE MOVEMENTS

(£ million)

2,916.1

(42.9)

(7.7)

181.8

2,716.6

(167.0)

31.4 (156.8)

(38.3)

Buyback

NAV at

31 December

2023

Change in

Government

Bond Yields

Change in

Investment

Risk Premia

INPP

Shareholder

Distribution

Change in

Foreign

Exchange

Rates

Change in

Macroeconomic

Assumptions

NAV

Return

NAV at

31 December

2024

1. FX impact is net of hedging.

2. The NAV return represents amongst other things, (i) variances in both realised and forecast investment cash flows, (ii) the unwinding of the discount factor applied to

those future investment cash flows, and (iii) changes in the Company’s net assets.

OPERATING REVIEW continUeD

inveStor retUrnS CONT INUED

The Company commenced

its share buyback programme

in January 2024. While there

was a negative impact of

£42.9m on the NAV, the

buyback programme had a

positive impact on the NAV

per share.

Short-term inflation assumptions

have been revised to reflect the

current environment, whilst the

Company’s long-term inflation

assumptions remain largely

unchanged with the exception of a

modest adjustment to the UK CPIH.

Further details of these changes can

be seen on page 37 and in aggregate

these had a negative £7.7m impact

on the NAV.

Over the year, Sterling

weakened against the US

Dollar but strengthened against

the Company’s other foreign

currency exposures, including

the Australian Dollar, New

Zealand Dollar, Euro, Canadian

Dollar, and Danish Krone.

After accounting for changes

in the value of forward foreign

exchange contracts, the net

impact on the NAV was

negative £38.3m.

The yields on the government bonds

used as part of the valuation process

increased, predominantly in the last six

months of the period in consideration,

resulting in a £167.0m reduction in

the NAV.

1 Foreign exchange rate impact is presented net of hedging.

2 The NAV return represents amongst other things, (i) variances in both realised and forecast investment cash flows, (ii) the unwinding of the discount factor applied to those future investment

cash flows, and (iii) changes in the Company’s net assets.

Among other factors, the NAV return of £181.8m reflects the impact of:

– The unwinding of the discount rate;

– Variances in actual macroeconomic factors compared to previous

assumptions;

– Updates to operating assumptions based on current cash flow

forecasts;

– Distributions received above forecast levels due to active portfolio

management;

– Changes in the Company’s working capital position.

VALUATIONS

NAV MOVEMENTS

The negative impact of the increase in

government bond yields was partially offset

by a reduction in the investment risk premia to

ensure that the valuations continue to reflect

recent market-based evidence of pricing for

infrastructure investments.

In line with forward guidance provided

previously, cash dividends of 4.07p

and 4.18p per share were paid to the

Company’s shareholders during the year,

in relation to the six-month periods ending

31 December 2023 and 30 June 2024

respectively, totalling £156.8m.

International Public Partnerships Limited

Annual Report and financial statements 2024

2,300

2,400

2,500

2,600

2,700

2,800

2,900

3,000

INVESTMENTS AT FAIR VALUE MOVEMENTS

(£ million)

Investment

Distributions

Investments Portfolio

Return

Rebased

Investments

at Fair Value

Investments at

Fair Value at

31 December

2023

Investments at

Fair Value at

31 December

2024

Change in

Discount

Rates

Change in

FX Rates

Change in

Macroeconomic

Assumptions

2,818.9

107.8

(359.9)

2,566.8

212.7

(135.6)

2,593.1

(43.1)

(7.7)

1. The Portfolio Return represents, amongst other things, (i) variances in both realised and forecast investment cash flows and (ii) the unwinding of the discount factor applied to

those future investment cash flows.

An increase of £107.8m due

to new investments made

during the year.

During the year, Sterling weakened

against the US Dollar but strengthened

against the remaining foreign currencies

the Company was exposed to during

the period (Australian Dollar, New

Zealand Dollar, Euro, Canadian Dollar

and the Danish Krone).

The rebased investments at fair value

of £2,566.8m is presented to allow an

assessment of the Portfolio Return,

assuming that the investments,

divestments and distributions

occurred at the start of the relevant

period.

The Portfolio Return of £212.7m

captures broadly the same items as

the NAV Return (set out in detail on

page 34), with the principal exception

being the fund-level operating

costs and portfolio working capital

movements.

INVESTMENTS AT FAIR VALUE MOVEMENTS

1 The Portfolio Return represents, amongst other things, (i) variances in both realised and forecast investment cash flows and (ii) the unwinding of the discount factor applied to those

future investment cash flows.

Short-term inflation assumptions have been revised to reflect the

current environment, whilst the Company’s long-term inflation

assumptions remain largely unchanged with the exception of a

modest adjustment to the UK CPIH. Further details of these changes

can be seen on page 37 and in aggregate these had a negative

£7.7m impact on the NAV.

A decrease of £359.9m due to

distributions paid out from the portfolio

during the year. This amount includes

proceeds from divestments amounting

to £151.8m.

A reduction of £135.6m due to

movements in discount rates applied

to the portfolio valuations, driven by

movements in government bond yields

was partially offset by a reduction in the

investment risk premia.

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

OPERATING REVIEW continUeD

inveStor retUrnS CONT INUED

PROJECTED INVESTMENT RECEIPTS AND NAV

The Company’s investments are generally expected to continue to deliver predictable distributions to the Company, owing to the

principally contracted or regulated nature of their underlying cash flows. As the Company has a high degree of visibility over the forecast

cash flows of its current investments, the chart below sets out the Company’s forecast investment receipts from its current portfolio before

fund-level costs

The majority of the forecast investment receipts are in the form of dividends or interest and principal payments from equity or subordinated

debt investments respectively. The Company’s portfolio comprises both investments with finite lives (determined by concession or licence

terms) and perpetual investments that may be held for a much longer term. Over the term of investments with finite lives, the Company’s

receipts from these investments include a return of capital as well as income, and the fair values of such investments are expected to

reduce to zero over time.

In response to feedback from investors, the Board has sought to enhance the disclosure regarding the Company’s projected cash

flows and potential projected NAV. As set out in the chart below, the projected investment receipts from the current portfolio

have been

grouped into those originating from PPP projects, regulated investments and operating businesses. The line in the chart below is an

illustration of how the NAV of the Company may evolve over time based on the current portfolio with other things being equal. The portfolio

continues to be actively managed and, as a result, there will likely be future acquisitions and disposals made as part of the Board’s capital

allocation decisions, which will change the projected cash flows and NAV. Other factors, including but not limited to, changes to the

dividend policy, investment valuations, and the macroeconomic environment, may also influence the future cash flows and NAV.

The Board’s intention is that the provision of this information will provide shareholders with a clearer understanding of both the source of

the Company’s projected investment receipts

as well as projected returns that may be available to investors over various time horizons.

Please note that projected returns cannot be guaranteed.

1 This chart covers the period to 2055 only. The projected cash flows are based on the portfolio as at 31 December 2024, before fund-level costs, and include the projected cash flows

from the Company’s existing investment commitments. The projected NAV is an illustration of how the NAV of the Company may evolve over time based on the portfolio as at

31 December 2024 with other things being equal. This chart is not intended to provide any future profit forecast or dividend projections as neither can be guaranteed. These projections

are not a reliable indicator of future results. The market price of the shares in the Company may fluctuate independently of the NAV and the shares in the Company may trade at a

discount or premium to the NAV.

100

150

200

250

300

350

400

450

Investment Receipts (£m) NAV (£m)

PROJECTED INVESTMENT RECEIPTS AND NAV¹

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2041

2042

2043

2044

2045

2046

2047

2048

2049

2050

2051

2052

2053

2054

2055

2040

PPP Projected NAV Operating Regulated

500

1,000

1,500

2,000

2,500

3,000

3,500

International Public Partnerships Limited

Annual Report and financial statements 2024

MACROECONOMIC ASSUMPTIONS

The key macroeconomic assumptions used as the basis for deriving the Company’s investment valuations are summarised in the table

below, with further information provided in note 11 of the financial statements.

The Company reviews its macroeconomic assumptions on a regular basis. As part of the 31 December 2024 valuation process, these

assumptions have been adjusted to reflect observed movements in the markets of the countries where the Company holds investments.

This includes changes to short-term inflation rates and maintaining the long-term UK Consumer Price Index (‘CPI’), including owner-occupied

housing costs (‘CPIH’) assumption. Additionally, foreign exchange rates have been updated to reflect spot rates as at the valuation date.

Macroeconomic assumptions 31 December 2024 31 December 2023

Inflation rates UK RPI: 3.25% until Dec 2025,

3.00% until Dec 2026,

2.75% thereafter

CPIH: 2.25%

RPI: 4.50% until Dec 2024,

3.00% until Dec 2025,

2.75 thereafter

CPIH: 3.25% until Dec 2024,

2.25% until Dec 2025,

2.00% thereafter

Australia 2.75% until Dec 2025

2.50% thereafter

3.25% until Dec 2024,

3.00% until Dec 2025,

2.50% thereafter

New Zealand 2.25% 2.75% until Dec 2024,

2.25% thereafter

Europe 2.25% until Dec 2026,

2.00% thereafter

3.00% until Dec 2024,

2.25% until Dec 2025,

2.00% thereafter

Canada 2.25% until Dec 2026,

2.00% thereafter

2.75% until Dec 2024,

2.25% until Dec 2025,

2.00% thereafter

N/A N/A

Long-term deposit rates

UK 2.50% 2.50%

Australia 2.75% 2.75%

New Zealand 2.50% 2.50%

Europe 1.50% 1.50%

Canada 2.50% 2.50%

N/A N/A

Foreign exchange rates GBP/AUD 2.02 1.87

GBP/NZD 2.23 2.01

GBP/DKK 9.00 8.60

GBP/EUR 1.21 1.15

GBP/CAD 1.80 1.69

GBP/USD 1.25 1.27

Tax rates

UK 25.00% 25.00%

Australia 30.00% 30.00%

New Zealand 28.00% 28.00%

Europe Various (12.50% – 32.28%) Various (12.50% – 32.28%)

Canada Various (23.00% – 26.50%) Various (23.00% – 26.50%)

N/A N/A

1 Where insufficient protections exist within project agreements or through regulatory precedent, Retail Price Index (‘RPI’) is assumed to align with CPIH post-2030.

2 The Company’s US investment is in the form of subordinated debt and therefore not directly impacted by inflation rate, deposit rate or tax rate assumptions.

3 Actual current deposit rates being achieved are assumed to be maintained until 31 December 2026 before adjusting to the long-term rates noted in the table above from 1 January 2027.

The31 December 2023 valuation adjusted to the longer-term assumption from 1 January 2026.

4 Tax rates reflect those substantively enacted as at the valuation date or those that could reasonably be expected to be substantively enacted shortly after the valuation date.

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

OPERATING REVIEW continUeD

inveStor retUrnS CONT INUED

DISCOUNT RATES

The discount rate used to value each investment comprises the appropriate long-term government bond yield plus an investment-specific

risk premium which reflects the risks and opportunities associated with that particular investment and is designed to ensure that the resulting

valuation reflects prevailing market conditions.

While long-term demand for high-quality infrastructure assets and businesses remains undeniable, the current shift away from a low interest

rate cycle is driving asset repricing, leading to higher investment risk premiums and lower portfolio valuations. The Company’s perspective on

investment risk premiums is shaped by ongoing asset recycling activities and insights from active market transactions. A significant decline

in transaction volumes compared to previous periods reflects softer market conditions, underscoring the need for caution when selecting the

discount rate, with a preference for the prudent end of the spectrum.

The Company and its Investment Adviser continue to believe that the discount at which the Company’s shares trade relative to NAV materially

undervalues the Company. For further information on the actions the Company is taking, please see the Chair’s Letter on pages 4 to 7.

The weighted average discount rate is presented in the table below.

31 December

2024

31 December

2023 Movement

Weighted average government bond yield 4.4% 3.7% 0.7%

Weighted average risk premium 4.6% 4.7% (0.1%)

Weighted average discount rate 9.0% 8.4% 0.6%

The approximate discount rate ranges used to determine the valuations of the investments which fall into each of the three sub-sectors, PPP

projects, regulated investments and operating businesses, are set out below.

31 December 2024 31 December 2023

PPPs

8.0% – 10.0% 7.0% – 10.0%

Regulated investments 9.0% – 10.5% 7.5% – 9.0%

Operating businesses 9.0% – 15.0% 8.5% – 15.0%

1 Gold Cost Light Rail – Stage 3, which is forecast to complete construction in 2026, is not included in the range on the basis that the Company’s investment has not yet been made in full.

The Company is aware that there are differences in approach to the valuation of investments among similar listed infrastructure funds. In

the Company’s view, comparisons of discount rates between different listed infrastructure funds are only meaningful if there is a comparable

level of confidence in the quality of forecast cash flows (i.e. assumptions are homogenous); the risk and return characteristics of different

investment portfolios are understood; and allowance is made for differences in the quality of asset management employed to manage risk

and deliver returns. Any focus on average discount rates without an assessment of these and other factors would be incomplete and could

therefore lead to misleading conclusions.

VALUATION SENSITIVITIES

Sensitivity analysis is provided as an indication of the potential impact of these assumptions on the NAV per share on the unlikely basis that

the changes occur uniformly across the remaining life of the portfolio. The movement in each assumption could be higher or lower than

presented. Further, forecasting the impact of these assumptions on the NAV in isolation cannot be relied on as an accurate guide to the

future performance of the Company as many other factors and variables will combine to determine what actual future returns are available.

These sensitivities should therefore be used only for general guidance and not as an accurate prediction of outcomes. Further details can be

found in note 11.5 of the financial statements.

ESTIMATED IMPACT OF CHANGES IN KEY VARIABLES TO 31 DECEMBER 2024 BASED ON NAV OF 144.7 PENCE PER SHARE

-18.0 -12.0 -6.0

Pence per share

0.0 6.0 12.0 18.0

-12.1 14.4

-10.3 11.4

-3.8

3.8

-1.2

1.2

-0.9 0.9

-0.7 0.6

Lifecycle +/-10%

Tax rates +/-1%

Deposit rates +/-1%

Foreign exchange +/-10%

Inflation +/-1%

Discount rates +/-1%

+ Change – Change

International Public Partnerships Limited

Annual Report and financial statements 2024

DISCOUNT RATES

The chart above indicates the sensitivity of the NAV per share to

uniform changes to the discount rates applied to the forecast cash

flows from each individual investment.

INFLATION

The impact of inflation on the value of each investment depends

upon the extent to which the revenues and costs of that particular

investment are linked to an inflation index. On a portfolio basis, there

is a positive correlation to inflation with a 1.00% sustained increase

in the assumed inflation rates projected to generate a 0.7% increase

in returns (31 December 2023: 0.7%). The returns generated by the

Company’s non-UK investments are typically linked to the relevant

CPI for that jurisdiction whilst the Company’s UK investments are

typically linked to variations of the RPI or the CPIH.

In anticipation of the UK Government’s previously announced

intention to align the RPI to the CPIH from 2030 onwards, the

inflation assumption used for UK investments which are currently

linked to the RPI and do not benefit from protective contractual

agreements or regulatory precedents, was previously adjusted to

align with the Company’s CPIH assumption from 2030. For the

avoidance of doubt, the impact of this approach on the NAV is

negligible. Furthermore, the inflation sensitivities by geographical

region are provided in note 11.5 of the financial statements.

FOREIGN EXCHANGE

The Company has a geographically diverse portfolio and forecast

cash flows from investments are subject to foreign exchange rate

risk in relation to Australian Dollars, Canadian Dollars, Danish Krone,

Euros, New Zealand Dollars and US Dollars. The Company seeks to

mitigate the impact of foreign exchange rate changes on near-term

cash flows by entering into forward contracts, but the Company

does not hedge exposure to foreign exchange rate risk on long-term

cash flows. The impact of a 10% increase or decrease in these rates

is provided for illustration.

DEPOSIT RATES

The long-term weighted average deposit rate assumption across

the portfolio is 2.35% per annum. While operating cash balances

tend to be low given the structured nature of the investments,

project finance structures typically include reserve accounts to

mitigate certain costs and therefore variations to deposit rates may

impact valuations. The impact of a 1.00% increase or decrease in

these rates is provided for illustration.

TAX RATES

Post-tax investment cash inflows are impacted by tax rates

across all relevant jurisdictions. The impact of a 1.00% increase or

decrease in these rates is provided for illustration. Other potential

tax changes are not covered by this scenario.

LIFECYCLE SPEND

There is a process of renewal required to keep physical assets fit

for use and the proportion of total cost that represents this ‘lifecycle

spend’ will depend on the nature of the asset.

PPPs will typically need to ensure that the assets are kept at the

standard required of them under agreements with relevant public

sector counterparties. To enhance the certainty around cash

flows, the majority of the Company’s PPP investments, and all of

the Company’s OFTO investments, are currently structured such

that lifecycle cost risk is taken by a subcontractor for a fixed price

(isolating equity investors from such downside risk). As a result, the

impact of changes to the forecast lifecycle costs for the Company’s

PPP investments is relatively small.

The Company’s investments in rolling stock leasing or operating

businesses, or businesses providing digital infrastructure, are

also distinct from PPPs which have fixed revenue streams from

which they need to pay lifecycle costs. These businesses will still

expect toincur lifecycle costs but will typically aim to recover any

changesin lifecycle costs over time through the prices they charge

their end-users.

Tideway and Cadent are treated differently due to the protections

offered by the regulatory regimes under which they operate.

Regulated assets have their revenues determined for a known

regulatory period and each settlement includes revenue sufficient

to allow the owner to undertake the efficient lifecycle management

of its assets due in that regulatory period. It is common practice

to employ reputable subcontractors to undertake lifecycle work

under contracts which include incentive and penalty regimes aligned

with the businesses’ regulatory targets. This approach ensures

an alignment of interest and helps to mitigate the risk of increased

lifecycle costs falling on the equity investor. Accordingly, no lifecycle

sensitivity has been run in respect of the Company’s investments in

Tideway and Cadent.

The impact of a 10% increase or decrease in the lifecycle costs

incurred by the Company’s PPPs, OFTOs, rolling stock leasing or

operating businesses is provided for illustration.

By order of the Board

MIKE GERRARD STEPHANIE COXON

CHAIR DIRECTOR

26 March 2025 26 March 2025

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International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

RESPONSIBLE INVESTMENT

reSponSiBle inveStment

MESSAGE FROM THE ESG

COMMITTEE CHAIR

Following my appointment as the

Company’s ESG Committee Chair in June

2024, I am pleased to report the Company’s

continued positive sustainability-related

performance during the year.

We continued to work with our public sector

clients to support the delivery of essential

public services and to meet broader

environmental and social objectives, across

the geographies and sectors in which the

Company invests.

Through the Company’s investment into

Moray East OFTO, the OFTO portfolio is

now capable of powering an estimated

3.7m homes. In addition, rail investments

delivered in excess of 243m passenger

journeys during the year, which will

significantly increase going forward,

following BeNEX’s successful acquisition

of Abellio Germany.

Since the Company’s introduction of a

new set of ESG KPIs in the 2024 Annual

Report and Sustainability Report, the

Investment Adviser has been working with

the management teams of our investments

to create and implement initiatives to drive

performance. Whilst the target date for the

KPIs is 2030, we aim to make meaningful

progress against each KPI on an annual

basis, which is highlighted below and

detailed in our latest Sustainability Report.

As a Company built on partnerships, we

continuously engage with key stakeholders

from our public sector partners, our

investors and supply chains. During the

year, we met with a number of investors

to discuss pertinent sustainability topics,

including the FCA’s UK Sustainability

Disclosures Requirements (‘SDR’) and

net zero. We were also pleased to have

supported University College London

(‘UCL’) with a Department for Energy

Security and Net Zero (‘DESNZ’) sponsored

project to develop The National Building

Database for energy performance to aid

policy decision-making.

The Company has disclosed a selection of

data within this Annual Report for reference,

but would encourage shareholders to

review its latest Sustainability Report which

provides greater detail around our approach

to responsible investment as well as further

information on the following areas of

development during the year:

NET ZERO

Making progress against the two net zero

KPIs has been a focus during the year.

The Investment Adviser has worked with

several of our investments to fully baseline

their activities and to identify and implement

initiatives to meet the Net Zero Investment

Framework (‘NZIF’) criteria where possible.

For example, the Investment Adviser has

worked with Transmission Capital Services

(‘TCS’) who manage the Company’s OFTO

assets, to establish a net zero policy for the

portfolio and to analyse and set a near-

term decarbonisation target aligned with a

science-based net zero pathway.

MERIEL LENFESTEY

CHAIR, ESG COMMITTEE

International Public Partnerships Limited

Annual Report and financial statements 2024

Through the Investment Adviser’s

engagement activities, the Company

has made progress against its net zero

KPIs during the first year following their

implementation, which can be seen in the

INPP ESG KPI section below and in section

4.4 of the Sustainability Report.

GOVERNANCE

In addition to its net zero KPIs, the

Company introduced a number of other

portfolio-level KPIs in March 2024,

which included developments around its

good governance requirements for its

investmentcompanies.

During the year, the Investment Adviser has

strengthened the definitions and approach

for its ESG Governance KPI, including a

list of best-practice recommendations for

the key governance topics. The Investment

Adviser conducted a deep-dive review of

cyber security governance of its portfolio

companies, comparing their policies and

processes against a set of best-practice

criteria. This review helped the Company to

understand current cyber security practices

across the investment portfolio and provides

a basis for tracking progress going forward.

REGULATORY ALIGNMENT

ANDDISCLOSURES

As a Guernsey-incorporated company and

a non-FCA authorised entity, the Company

is currently out of the scope of the UK’s

recently introduced SDR and investment

labels rules. However, the Company sees

the FCA’s SDR as a key step to enable UK

investors to have better confidence with

respect to the sustainability characteristics

of the Company.

Following engagement with a number

of its investors, the Company has opted

to voluntarily disclose, under the SDR,

as a product that has sustainability

characteristics but does not use any of the

sustainability investment labels. Accordingly,

INPP has made available certain disclosures

in accordance with chapters 5.2 and 5.3 of

the FCA’s ESG Sourcebook, which can be

found on the Company’s website.

This year the Company’s ESG data

collection and quantification process

was selected as part of the Company’s

annual controls review process, and an

independent third-party was commissioned

to undertake this review. The findings

from the review concluded that the

controls in place are appropriate for

providing stakeholders with accurate ESG

information, and certain best-practice areas

for improvement were recommended, which

the Company will consider implementing for

future periods.

NEXT STEPS

As we progress this work, the interests of

all our stakeholders will remain at the core

of our decision-making and our overall

approach to stewardship. I and my fellow

directors thank the Investment Adviser for

their ongoing commitment to sustainability

and we look forward to further engaging

with investors on this important topic.

MERIEL LENFESTEY

CHAIR, ESG COMMITTEE

26 March 2025

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International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

RESPONSIBLE INVESTMENT continUeD

Image: Sylvester Primary School, New Zealand

International Public Partnerships Limited

Annual Report and financial statements 2024

APPROACH TO RESPONSIBLE INVESTMENT DISCLOSURES

As stated above, the Company believes its investments have positive environmental and social characteristics, as per its categorisation

as an Article 8 Financial Product (‘FP’). The following data has been collected to enable the Company to better assess and monitor its

environmental and social impacts and identify associated risks and opportunities. It is intended that this data will assist the Company’s

shareholders to meet their own regulatory requirements. For more detail on the Company’s approach to responsible investment, please refer

to the latest edition of the Company’s Sustainability Report. Please refer to pages 118 to 127 for the Company’s SFDR periodic report to

meet its reporting requirements under Article 11 of the SFDR.

APPLICATION OF SUSTAINABILITY FRAMEWORKS

Part of the process for data selection involves using international sustainability frameworks and reporting standards as a guidance. There are

several frameworks with which the Company aligns partially (i.e. we use the framework as a starting point from which to develop accounting

practices) or fully (i.e. we fully comply with the framework requirements). These are summarised below.

The SFDR requires financial

market participants (‘FMPs’)

that market an FP into an

EU state to comply with the

disclosure of ESG-related

information. As the Company

qualifies as an internally

managed Alternative

Investment Fund (‘AIF’)

pursuant to the Alternative

Investment Fund Managers

Directive (‘AIFMD’), it is an

FMP for the purposes of

SFDR. By marketing itself to

EU countries, the Company

is deemed to be marketing

an FP, given that it is itself an

AIF. Therefore, INPP meets

the two-pronged test of the

SFDR. Please refer to the

Annex of this Report for the

Company’s second periodic

disclosure.

SFDR

The Company’s financed

emissions have been

quantified in accordance with

the Partnership for Carbon

Accounting Financials

(‘PCAF’) Financed Emissions

Standard

, which aligns with

GHG disclosures set out in

the SFDR Principal Adverse

Impacts (‘PAIs’) as well as

the TCFD’s recommended

metrics for asset managers.

This includes the disclosure

of investments-level Scope 1

and 2 emissions and material

Scope 3 emissions

PARTNERSHIP FOR CARBON

ACCOUNTING FINANCIALS

SDR

The Company has opted to voluntarily disclose under the SDR as a product that has sustainability characteristics but does not use any of the

sustainability investment labels. Accordingly, INPP has made available certain disclosures in accordance with chapters 5.2 and 5.3 of the FCA’s

ESG Sourcebook, which can be found on the Company’s website.

OTHER ESG FRAMEWORKS

In addition, the Company will continue to monitor other recently implemented and developing ESG frameworks closely, including the scope

and applicability of the International Financial Reporting Standards Foundation’s International Sustainability Standards Board (‘ISSB’) in

their aim of establishing global sustainability disclosure standards and the Taskforce on Nature-related Financial Disclosures (‘TNFD’).

The Company aims to align its disclosures with ESG frameworks on a voluntary basis if it will enhance the quality of its reporting and provide

stakeholders with valuable information.

The Company is aware

of the transitional and

physical impacts of climate

change on the resilience

of our business. As a

closed-ended investment

company, the Company is

not required to comply with

LR 9.8.6R(8) and, therefore,

is not required to issue a

statement of compliance

with TCFD. However, the

Company has continued

to voluntarily report in line

with TCFD, with a summary

included on pages 48 to 49

and the detailed reporting

included in the Company’s

latest Sustainability Report.

By endorsing and aligning

its practices with the TCFD

recommendations, the

Company has crystallised

its understanding and

disclosure of climate-related

risks and opportunities.

The Company’s TCFD

implementation is integrated

into the Company’s

strategy, risk management,

governance practices and

reporting.

TCFD

The Company supports the

2030 Agenda for Sustainable

Development adopted by the

UN Member States in 2015.

Alignment with the SDGs is

a key part of the Company’s

approach to ESG integration

and it contributes towards

the SDGs in two main ways:

the positive environmental

and social characteristics

of its investments and its

approach to active asset

management. For more

information regarding the

Company’s Investment

Adviser’s work with the

SDGs, see Section 1 of

the Company’s latest

Sustainability Report.

SDGs

1 PCAF (2022). The Global GHG Accounting

and Reporting Standard Part A: Financed

Emissions. SecondEdition.

2 Data coverage: 97% of portfolio based

on fair value as at 31 December 2024.

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

4 Quality Education 16%

3 Good Health and Well-Being 4%

6 Clean Water & Sanitation 15%

7 Affordable & Clean Energy 19%

11 Sustainable Cities & Communities 23%

9 Industry, Innovation and Infrastructure

19%

16 Peace, Justice and Strong Institutions 4%

RESPONSIBLE INVESTMENT continUeD

reSponSiBle inveStment CONT INUED

CONTRIBUTION TO THE SUSTAINABLE DEVELOPMENT GOALS

The Company draws on the SDGs to demonstrate the positive environmental and social characteristics of its investments. This page

highlights the primary SDGs that are supported by the Company’s investments, alongside alignment of the full portfolio by fair value.

Pleaserefer to Section 1 of the Sustainability Report for more information on the Company’s approach to SDG alignment.

The chart below shows the alignment of the Company’s portfolio with the core SDGs described above, by investments at fair value as at

31December 2024.

>615,000

Patients treated in healthcare facilities

developed and managed by the Company

>181,000

Students attending schools developed and

maintained by the Company

37,000,000m

The three components of the London Tideway

Improvements will work conjunctively to

reduce discharges in a typical year by c.37m

cubicmetres

c.3.7million

Estimated equivalent number of homes

capable of being powered by renewable

energy transmitted through our

OFTOinvestments

>11,000

Jobs supported across all investments

>243million

Annual passenger journeys through rail

transport investments

International Public Partnerships Limited

Annual Report and financial statements 2024

INPP ESG KPIs

The Company established a number of new KPIs in March 2024, including Pathway to Net Zero, EU Taxonomy, Environmental, Social,

Climate risk and Governance KPIs. This suite of KPIs enables the Company to monitor performance across key environmental, social, and

governance aspects, and provide stakeholders with valuable insights into the ongoing progression of its sustainability approach.

Throughout the year, the Investment Adviser engaged with investments to set out the requirements in relation to the Company’s new KPIs

and to begin developing plans for driving performance. The two new Pathway to Net Zero KPIs has been a particular focus, given the scale

and complexity of transitioning to net zero.

For the 2024 Principles for Responsible Investment (‘PRI’) assessment, the Company’s Investment Adviser received the highest rating for

thefourth assessment in a row, receiving five-stars for both the Investment and Stewardship Policy and the Infrastructure modules.

Further information on the progress made against these KPIs in the period can be found in section 2.4 of the Company’s latest

SustainabilityReport.

ESG KPIs Target 31 December 2024

31 December 2023

1. Contribution to Sustainable Development Goals

Positive SDG contribution for new investments 100% 100% 100%

2. Investment Adviser ESG integration performance

Investment Adviser PRI score 5* 5* 5*

3. Governance

3.1 Investments that have policies and processes in line with

UN Global Compact Principles

100% 100% 100%

3.2

Implementation of INPP minimum Governance policies and procedures

on: Conflicts of Interest; Financial Crime Mitigation; Diversity and inclusion;

cybersecurity and Whistleblowing

100% 100% 100%

4. Pathway to net zero

4.1 In-scope investments that are net zero, aligned to net zero or aligning to

net zero by 2030

2, 3

100% 92% N/A

4.2 Remaining investments that are ‘net zero ready’ by 2030

2, 4

100% 28% N/A

5. Social

5.1 Investments that have undergone a biennial, independent Health and Safety

(‘H&S’) audit

100% 89% 86%

5.2

Investments with initiatives that aim to improve H&S performance

100% 100% 100%

5.3

Operating companies that transparently disclose delivery of diversity, equality,

and inclusion (‘DEI’) policies

100% 61% 52%

6. Environmental performance

6.1 Investments with an environmental management system

100% 100% 99%

6.2

Investments with initiatives that aim to improve the environmental

performance of the monitored Principal Adverse Impact indicators (‘PAIs’)

100% 100% 99%

7. Climate risk

Investments with initiatives aimed at mitigating climate risks

100% 81% 79%

8. Pathway to EU Taxonomy alignment

Investments eligible for EU Taxonomy alignment that pass the EU Taxonomy

DoNo Significant Harm (‘DNSH’) and Minimum Safeguards criteria

100% 89% 83%

1 All ESG KPIs, with the exception of Investment Adviser PRI score, are weighted by fair value of investments and rounded to the nearest whole number.

2 KPIs apply to all investments where the Company has a majority equity investment, or a minority equity holding over £2m.

3 As of 31 December 2024, 32% of the portfolio based on fair value falls under the KPI 4.1 criteria for NZIF infrastructure. Alignment with NZIF criteria determined by the ability of the Company

to meet NZIF alignment criteria.

4 As of 31 December 2024, 68% of the portfolio based on fair value falls under the KPI 4.2 criteria for Net Zero Ready KPI. Alignment with Net Zero Ready KPI is determined by INPP

requirement to work with third-party stakeholders to meet NZIF Alignment Criteria.

5 2024 is the baseline year.

6 Applies to operating companies within the portfolio. This includes Cadent, Tideway, BeNEX, OFTOs, Gold Coast Light Rail, Reliance Rail, Angel Trains, Community Fibre and toob.

7 Applies to investments eligible under EU Taxonomy Regulation (Regulation (EU) 2020/852). As at 31 December 2024, 54% of the portfolio is eligible and 48% is aligned with the

EUTaxonomy.

8 Please see the SFDR Periodic Disclosure for formal EU Taxonomy alignment KPIs.

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reSponSiBle inveStment CONT INUED

FINANCED GHG EMISSIONS

SUSTAINABLE FINANCE DISCLOSURE REGULATION

APPROACH

As part of its focus on aligning investments with the objectives of the

Paris Agreement, the Company seeks to monitor GHG emissions

across its portfolio and support decarbonisation initiatives,

where possible. The Company actively manages all investments,

supported by its Investment Adviser. The degree to which the

Company can influence its financed emissions varies according to

investment type.

For the Company’s PPP investments, some operating businesses

and regulated investments, the Investment Adviser’s asset

management team supports at an operational level and aims to

ensure that GHG emissions are monitored.

Where the Company is a minority shareholder or for senior debt

investments, the Company typically has less influence over

operational activities, and in some cases may not have access to

GHG or activity data. However, consideration of GHG impacts and

data availability are incorporated in the screening and due diligence

phase for every new investment.

Quantifying the financed emissions of the investment portfolio

is important for the Company to help support investment-level

1 https://www.internationalpublicpartnerships.com/news-media/press-releases/2021/placing-open-offer-and-offer-for-subscription-and-publication-of-prospectus-and-circular.

2 https://www.internationalpublicpartnerships.com/media/2629/amber-sfdr-website-disclosures.pdf.

decarbonisation initiatives and to better understand its climate-

related transition risks.

The Company has self-assessed the data quality of its financed

emissions, in line with the PCAF approach, and has quantified a

weighted data quality score of 1.6 (1.7 in 2023) for its investment-level

Scope 1 and 2 GHG emissions (High Quality = 1 Low Quality = 5).

PORTFOLIO EMISSIONS

As described on the following page, the Company has applied the

PCAF guidance to calculate its total attributed GHG emissions

(the Company’s Scope 3 category 15 investment emissions).

This includes the Scope 1, 2 and material scope emissions of each

investment, attributed to the Company based on its proportional

share of the equity and debt in each investment.

The carbon footprint metric aligns with PCAF’s ‘economic

emission intensity’ and is the Company’s total attributed emissions

normalised by the total equity and debt the Company invests

across the portfolio. For the GHG intensity of investments metric

the Company has applied the TCFD recommended approach for

calculating a Weighted Average Carbon Intensity (‘WACI’).

INPP SCOPE 3 FINANCED EMISSIONS INDICATOR Scope

31 December

2024

31 December

2023

Total attributed GHG emissions (tCO

e) Scope 1 of investments 33,389 35,584

Scope 2 of investments 11,681 11,039

Scope 3 of investments 29,193 32,157

Total Scope 1 and 2 45,070 46,623

Total Scope 1, 2 and 3 74,263 78,780

Carbon footprint (tCO

e/£m invested) Total Scope 1 and 2 23 23

Total Scope 1, 2 and 3 38 39

GHG intensity of investments (tCO

e/£m revenue) Total Scope 1 and 2 130 141

Total Scope 1, 2 and 3 211 238

REDUCTION INITIATIVES

Whilst the Company’s level of control can vary significantly between investment types, it seeks to encourage GHG emissions reduction

initiatives wherever possible. For examples of GHG reduction initiatives implemented across the portfolio during 2024, please refer to

Section4.3 of the latest Sustainability Report.

APPROACH

The Company satisfies the threshold criteria set out in the SFDR and, therefore, has obligations under the SFDR. As part of these requirements,

the Company has categorised itself as an Article 8 FP which promotes, among other characteristics, environmental and social characteristics.

Through its investments in infrastructure that supports society, the Company promotes environmental and social characteristics but does not

have sustainable investment as its objective and does not invest in sustainable investments, as defined under the SFDR.

This categorisation was communicated in the Company’s prospectus, published in April 2022

. In addition, the Company has also published

awebsite disclosure in accordance with the Level 1 requirements of the SFDR regulation

International Public Partnerships Limited

Annual Report and financial statements 2024

EU TAXONOMY

The Company is not in scope of the EU Taxonomy regulation. Equally, investee companies fall outside of EU Taxonomy regulation, either by

location or threshold. Under its current Article 8 categorisation, the Company has not set a minimum proportion for sustainable investments.

However, we recognise the potential benefit Taxonomy disclosures could provide to the Company’s investors. As such, the Company has

estimated its portfolio alignment with the six environmental objectives of the EU Taxonomy. For more information, please refer to Section 4.5

of the Company’s latest Sustainability Report.

SUSTAINABILITY INDICATORS

The Company tracks sustainability indicators of its investments to ensure that it meets the environmental and social characteristics it

promotes. These disclosures cover the majority of the Company’s investment portfolio and align with the definitions of the 14 core indicators

listed in Annex 1 of the Delegated Regulation (EU) 2022/1288 (the ‘Delegated Act’), consisting of nine environmental indicators and five

social indicators. For more information, please refer to Section 4 of the Company’s latest Sustainability Report.

Sustainability indicator Metric Unit

31 December

2024

31 December

2023

Investment

GHG

emissions

Scope 1 GHG emissions

tCO

e 33,389 35,584

Scope 2 GHG emissions

tCO

e 11,681 11,039

Scope 3 GHG emissions

tCO

e 29,193 32,157

Total GHG emissions

tCO

e 74,263 78,780

Carbon footprint

tCO

e/£m invested 38 39

GHG intensity of investee companies

tCO

e/£m revenue 211 238

Share of investments in companies active in the fossil fuel sector

% 16% 16%

Share of non-renewable energy consumption and non-renewable energy

production of investee companies from non-renewable energy sources

compared to renewable energy sources, expressed as a percentage of

total energy sources

% 94% 94%

Energy consumption intensity per high impact climate sector: electricity,

gas, steam and air conditioning supply

GWh/£m 0.49 0.52

Energy consumption intensity per high impact climate sector:

transportation and storage

GWh/£m 0.23 0.26

Energy consumption intensity per high impact climate sector: construction

GWh/£m 0.007 0.003

Biodiversity Share of investments in investee companies with sites/operations located

in or near to biodiversity-sensitive areas where activities of those investee

companies negatively affect those areas % 0% 0%

Water Tonnes of emissions to water generated by investee companies per

million GBP invested, expressed as a weighted average Tonnes/£m 0 0

Waste Tonnes of hazardous waste and radioactive waste generated by investee

companies per million GBP invested, expressed as a weighted average Tonnes/£m 0.13 0.08

Social and

employee

matters

Share of investments in investee companies that have been involved in

violations of the UN Global Compact (‘UNGC’) principles or Organisation

for Economic Co-operation and Development (‘OECD’) Guidelines for

Multinational Enterprises % 0% 0%

Share of investments in investee companies without policies to

monitor compliance with the UNGC principles or OECD Guidelines for

Multinational Enterprises or grievance/complaints handling mechanisms

to address violations of the UNGC principles or OECD Guidelines for

Multinational Enterprises % 0% 0%

Average unadjusted gender pay gap of investee companies % 17% 21%

Average ratio of female to male board members in investee companies,

expressed as a percentage of all board members % 15% 14%

Share of investments in investee companies involved in the manufacture

or selling of controversial weapons % 0% 0%

1 Sustainability indicators cover 97% of the portfolio. Where the Company is missing data, it will work with co-investors to obtain data over time, with a preference to avoid estimating impacts.

2 There are no energy generation assets within the portfolio; this data is energy consumption only.

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

RESPONSIBLE INVESTMENT continUeD

reSponSiBle inveStment CONT INUED

Recommended disclosure Summary Section

Governance

a) Describe the Board’s

oversight of climate-related

risks and opportunities.

The Board sets the strategy for the Company and makes decisions on changes to

the portfolio (including approval of acquisitions, disposals and valuations). Through

Board committees and the advice of external independent advisers, it manages the

governance and risks of the Company. The Board has overall responsibility for ESG

considerations, including climate change, and ensuring they are integrated into the

Company’s investment strategy. This is achieved through the Company’s Audit and

Risk Committee, Investment Committee, Management Engagement Committee and

ESG Committee.

Sustainability

Report

Section 4.7

b) Describe management’s

role in assessing and

managing climate-related

risks and opportunities.

The Company’s Investment Adviser is responsible for implementing the Company’s

ESG policies into its activities on a day-to-day basis. This includes the integration of

ESG considerations through investment origination and ongoing management of the

Company’s Investments. The Board and the Investment Adviser meet on a quarterly

basis, during which they review the risks facing the Company, including risks related

to climate change. Sustainability considerations, including climate change, are also

included as regular topics for discussion at the Company’s annual strategy meetings.

Sustainability

Report

Section 4.7

Strategy

a) Describe the climate-

related risks and

opportunities the

organisation has identified

over the short, medium

and long-term.

The Company’s investments are exposed to physical and transitional climate change

risks. However, the Company has a high degree of protection due to the contracted

or regulated nature of its investments.

Flood, tropical cyclone, extreme wind and heat are the most important hazards for

the Company’s existing portfolio. Other hazards could affect particular assets, but

do not pose a widespread risk. Equally, the changes arising from a transition to a

low-carbon economy have the potential to be wide-ranging, including changes to

laws and regulations, adapting to the decarbonisation of heat, increased electrification

of transportation and other systems previously dependent on fossil fuels, and

decarbonisation of construction.

A transition to a low-carbon economy will continue to present infrastructure

investment opportunities that will be required if governments around the world are

to meet their legally binding commitments. As such, the Company is well placed to

benefit from the transition to net zero as well as manage risks associated with it.

Sustainability

Report

Section 4.7

b) Describe the impact of

climate-related risks and

opportunities on the

organisation’s businesses,

strategy and financial

planning.

A large portion of the Company’s investments are availability-type assets where the

cash flows are based on making the assets available in a pre-agreed manner. The

cash flows from such investments are largely insulated from changes to the physical

risks of climate change and the net zero transition.

Sustainability

Report

Section 4.7

c) Describe the resilience of

the organisation’s strategy,

taking into consideration

different climate-related

scenarios, including a

2°Cor lower scenario.

The portfolio-level findings of the climate change impact assessment, including

scenario analysis, demonstrate that the Company’s strategy is resilient to both

physical and transition risks associated with climate change. The Company believes

it is well placed to benefit from the transition to net zero, as infrastructure will play a

leading role in decarbonising the global economy.

Sustainability

Report

Section 4.7

TCFD

International Public Partnerships Limited

Annual Report and financial statements 2024

Recommended disclosure Summary Section

Risk

a) Describe the organisation’s

processes for identifying

and assessing climate-

related risks.

The Board recognises the importance of identifying and actively monitoring the

risk facing the business. The Company considers climate risk in line with its risk

management framework for identifying, evaluating and managing significant risks

faced by the Company.

Sustainability

Report

Section 4.7

b) Describe the organisation’s

processes for managing

climate-related risks.

A robust assessment of principal and emerging risks facing the Company is

performed. Each identified risk is assessed in terms of probability of occurrence,

potential impact on financial performance and any movements in the relative

significance of each risk between periods. The assessments build on the wealth of

knowledge acquired by the Company and Investment Adviser through both bidding

and asset management phases, with risk assessments carried out to quantify and

assess risks. The Company has developed a series of risk management actions to

reduce financial risks across the portfolio.

Sustainability

Report

Section 4.7

c) Describe how processes

for identifying, assessing

and managing climate-

related risks are integrated

into the organisation’s

overall risk management.

The Company’s approach to risk management is implemented through the following

risk control processes: Risk Identification, Risk Assessment, Mitigation Plan, Risk

Monitoring, Reporting and Reassessment.

Sustainability

Report

Section 4.7

Metrics

a) Disclose the metrics used

by the organisation to

assess climate-related

risksand opportunities in

line with its strategy and

risk management process.

The Company takes a holistic view to determining climate risks and opportunities at

the investment level. Whilst the Company is supportive of monitoring and reporting

emissions data, it also recognises that they do not always directly correlate with

financial risks to the Company. However, the quantification of the financed emissions

of the investment portfolio is important for the Company to help support its public

sector clients with investment-level decarbonisation initiatives. The Company has

quantified its Scope 3 emissions (i.e. the combined Scope 1, 2 and material Scope 3

emissions of its investments), as per SFDR and PCAF guidelines. Through scenario

analysis conducted in 2022, the Company is continuing to explore options to embed

physical risk metrics across its risk management processes and will embed climate-

related risks and opportunities in line with its strategy. The Company also tracks a KPI

aimed at monitoring the initiatives implemented by investments to mitigate climate risks.

Sustainability

Report

Sections 4.3

and 4.7

b) Disclose Scope 1,

Scope 2 and, if

appropriate, Scope 3

GHGemissions, and

therelated risks.

Due to the nature of its business, the Company has no Scope 1 or Scope 2

greenhouse gas emissions. As part of its focus on aligning investments with the

objectives of the Paris Agreement, the Company monitors its Scope 3 investment

emissions (financed emissions) across its portfolio and supports decarbonisation

initiatives, where possible.

Sustainability

Report

Sections 4.3

and 4.7

c) Describe the targets used

by the organisation to

manage climate-related

risks and opportunities

and performance against

targets.

Through the investments that it makes, the Company is helping to support the shift

to net zero in the markets where it invests. This includes infrastructure that directly

enables net zero, such as the Company’s offshore wind electricity transmission assets

in the UK, or our passenger rail investments that provide low-carbon transport.

The Company has established portfolio-level KPIs for tracking the progress of its

investments on a pathway to net zero. These KPIs draw from the NZIF portfolio

coverage criteria and consider the varying levels of control that the Company has over

its investments, as well as the importance of collaboration with its public sector clients

to achieve emissions reductions.

Sustainability

Report

Sections 4.4

and 4.7

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

RESPONSIBLE INVESTMENT continUeD

reSponSiBle inveStment CONT INUED

VALUE CREATION – HOW WE ENGAGE

The Company takes a proactive approach to identifying and

engaging with key stakeholders to ensure there is clear two-way

communication that can be used to support the mutual success

of the Company and its stakeholders. Good governance is the

cornerstone of these relationships, and the Company is focused on

leading with high standards of business conduct. It achieves this

through a combination of board engagement and oversight and

leveraging the Investment Adviser’s expertise and networks. The

Company believes robust stakeholder engagement is a critically

important component to delivering its purpose over the long term

and is considered at a strategic level by the Board, and ensuring all

shareholders are treated fairly. The Board has promoted the success

of the Company having regard to the requirements of Section 172 of

the UK Companies Act 2006, as outlined opposite.

inveStorS

Delivering value

We aim to provide our investors with stable, long-term,

inflation-linked returns, based on growing dividends and the

potential for capital appreciation. Through engagement with all

our investors, we aim to inform them of our strategic objectives

and to ensure that the Company understands all views on

topical issues. This approach is intended to maximise investor

support of our current objectives and performance whilst also

helping shape the Company’s future plans, ensuring that it

stays well positioned in the current market environment.

The Board recognises the importance of taking action to

support the narrowing of the discount to NAV and to restore

value for our shareholders. The need and scope of such action

has been reinforced through direct and valuable engagement

with shareholders during the year, whose feedback continues

to shape our approach.

An update on the initiatives taken to date, and the package of

measures proposed for 2025 can be seen in the Chair’s Letter.

During the year, the Company continued its active engagement

with investors and engaged with over 300 shareholders.

The key mechanisms for the Company’s engagement with

investors include:

– Regular and timely updates on performance, including

through the annual and half-yearly reporting cycle. This

includes institutional and retail-focused webinars

– The Company’s AGM

– Periodic Investor Days

– One-to-one meetings or calls with the Board’s Chair and

other Directors

– One-to-one meetings or calls with representatives from the

Company’s Investment Adviser

– Other Group engagement with representatives from the

Company’s Investment Adviser

– The Company’s website

– An annual video providing an overview of the Company

The Company held a Capital Markets Day in February 2024.

In addition, the Company held several one-to-one meetings

throughout the year to discuss key topics, including the current

market environment and investor requirements. In addition,

a number of ESG-related discussions took place in relation

to the UK SDR.

International Public Partnerships Limited

Annual Report and financial statements 2024

commUnitieS

Strengthening communities

We strive to make our investments an

integral part of the communities they

serve. Engaged communities can play

an important role in successful delivery

of new assets and their long-term

operations. As part of our approach

to active asset management, the

Investment Adviser ensures critical

services are delivered with a focus

on the end-user, ensuring that the

community is at the heart of all that

we do. This approach is intended

to help our communities thrive and

create robust environments for our

investments to flourish.

The key mechanisms for community

engagement include:

– Active asset management providing

facilities for community use

– Local Education Partnership

agreements

– Supporting community initiatives

The Royal Children’s Hospital,

Melbourne, supports access and

family-centred care which is culturally

and spiritually sensitive with the

capacity to treat over 593,000

patients per year. The project has

won a number of awards due to its

outstanding design and functionality.

The success of the project, through

both the delivery and operations

phases, has delivered a world class

hospital and end-user experience.

The hospital is focused on providing

patients with the best environment for

their care, and it has exemplar facilities

ranging from interactive science and

technology exhibits, a cinema and

even its own meerkat air enclosure.

KeY

SUpplierS

An engaged supply chain

Our ambition is to work with a high-

quality, sustainable supply chain with

a focus on long-term value for our

stakeholders. The performance of our

service providers, their employees,

and investment supply chain is

crucial for the long-term success of

our business. The Company takes a

progressive approach to engaging with

key suppliers. A key component of this

is ensuring our Investment Adviser is

proactively maintaining an engaged

supply chain for our investments.

Examples of mechanisms for

engagement with key suppliers include:

– Annual Management Engagement

Committee review

– Ad-hoc engagement

– Quarterly Board meetings and

reporting

– Investment Adviser managing

investment supply chain

During the second half of 2024, the

installation of a 250 kWp roof-mounted

solar photovoltaic (‘PV’) array was

successfully completed at Ryburn

Valley School, one of the Calderdale

Schools.

The works were designed by

the Investment Adviser and the

project company and the facilities

management company (Mitie) and

were delivered in-house by Mitie Group

companies. The array is expected to

generate an estimated 235,000 kWh

of electricity for the school each year

with an annual carbon reduction of

49.5tCO

pUBlic Sector anD

otHer StaKeHolDerS

A trusted partner

We aim to provide the public sector

and other customers with a highly

reliable, robust service through our

investments. Our ability to deliver

contracted services and maintain

strong relationships with our clients

through our Investment Adviser is

vital for the long-term success of the

business. Through close engagement

with our clients, we aim to meet high

levels of satisfaction and quickly

respond to any potential issues and

emerging challenges.

The key mechanisms for engagement

with our clients include:

– Regular meetings (where possible in

person and/or virtually) between the

Investment Adviser and public sector

clients, including local authorities

and regulators

– Active asset management, which

provides monitoring of the facilities

management arrangements on

compliance with maintenance

obligations

– Asset managers directly engaging

with the client on a day-to day basis

The Company’s Investment Adviser

collaborated with University College

London (‘UCL’) to support the

DESNZ-sponsored project to develop

The National Building Database. The

Investment Adviser worked with UCL

to identify which of the Company’s

assets would provide the most

valuable information for the project.

Comprehensive energy audits were

conducted at the selected assets

within the education sector, providing

a detailed picture of their energy

performance.

1 Based on 2023 grid conversion factor.

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

CONTINUOUS RISK MANAGEMENT

continUoUS riSK management

The Board is ultimately responsible for risk management. Oversight of the risk framework and management process is delegated

to the Audit and Risk Committee. The risk framework has been designed to mitigate the risk of failure to meet business objectives.

No system of control can provide absolute assurance against the incidence of risk, misstatement or loss. Regard is given to the

materiality of relevant risks in designing systems of risk management and internal control.

BOARD

– Audit and Risk Committee

– Management Engagement Committee

– Investment Committee

– Nomination and Remuneration Committee

– Environmental, Social and Governance Committee

PRINCIPAL ADVISERS

– Investment Adviser and

Asset Manager

– Company Secretary

– Fund Administrator

– Legal Adviser

– Corporate Broker

– Corporate Bankers

RISK CONTROL LEVELS

– Service provider’s internal

controls

– Independent controls and

process reviews

– External audit

RISK MANAGEMENT

RISK FRAMEWORK AND MANAGEMENT PROCESS

The Company has in place a risk management framework. The Board recognises the importance of identifying and actively monitoring the

risks facing the business. The framework involves an ongoing process for identifying, evaluating and managing significant risks faced by the

Company which includes an assessment of longer-term and emerging risks. While responsibility for risk management ultimately rests with

the Board, the aim is for the risk management framework to be embedded as part of the everyday operations and culture of the Company

and its key advisers.

The risk framework is applied holistically across the Company and, to the extent possible, to the underlying investment portfolio as illustrated

in the Business Model on pages 10 to 11. The framework has been in place for the year under review and up to the date of approval of this

Annual Report and financial statements.

Direct communication between the Company and its Investment Adviser’s in-house asset management team is a key element in the effective

management of risks within the investment portfolio.

The Board continues to monitor the need for an internal audit function but believes the controls and assurance processes applied at the key

service providers, alongside the external controls process reviews performed annually, provide robust and sufficient assurance.

International Public Partnerships Limited

Annual Report and financial statements 2024

RISK IDENTIFICATION

– The Board, Audit and Risk Committee and the

Risk Sub-Committee identify risks with additional

input from the Company’s Investment Adviser and

the Administrator

– Key risks are identified at the investment approval

stage, where the investment papers include an

assessment of key risks as well as potential

mitigations. This reflects work performed at the

due diligence phase, incorporating input, where

relevant, from specialist advisers appointed to

support the investment process

– The Board receives detailed quarterly asset

management reports highlighting performance

and potential risk issues on an investment-by-

investment basis

– The Audit and Risk Committee has an open

dialogue with its advisers to assist with the

identification of emerging risks and assessment

of significant risks, to determine if any have arisen

between reporting periods

RISK ASSESSMENT

– Each identified risk is assessed in terms of

probability of occurrence, potential impact on

financial performance and any movements in the

relative significance of each risk between periods

– A robust assessment of principal and

emergingrisks facing the Company is

performed. Theassessments build on the

wealth of knowledge acquired by the Company

and Investment Adviser through both bidding

and asset management phases, with risk

assessments carried out to quantify and

assessrisks

– Where risks might impact viability, these are

assessed further and the Viability Statement on

page 65 contains more information on this review

RISK MONITORING, REPORTING

AND REASSESSMENT

– Risks are monitored and risk mitigation plans are

reassessed by the Audit and Risk Committee,

where applicable, with input from any relevant

key service providers, and reported to the

Board on a quarterly basis

– Annual external controls and process reviews

help ensure the robustness of control processes

– No significant failings or weaknesses were

identified in the review of controls during the year

MITIGATION PLAN

– For newly identified risks or existing risks with

increased likelihood or impact, the Audit and

Risk Committee provides oversight in terms of

developing an action plan to mitigate the risk

and, where relevant, enhanced monitoring and

reporting is put in place

The risk framework is implemented through the following risk control processes:

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

CONTINUOUS RISK MANAGEMENT continUeD

continUoUS riSK management CONTINUED

DEVELOPMENTS IN THE YEAR IN RELATION

TOPRINCIPALAND EMERGING RISKS

UK REGULATORY REGIME ANNOUNCEMENTS

As at 31 December 2024, the Company was invested in Cadent,

Tideway and 11 OFTOs, all of which are regulated by independent

statutory economic regulators with different frameworks. These

frameworks are designed to, amongst other things, protect the

interests of consumers whilst ensuring that regulated companies

can earn a reasonable return on their capital. Investments in

regulated assets are considered long-term and therefore, investors

typically look beyond any individual regulatory cycle. However,

changes in the regulatory regimes have the potential to impact the

returns of these regulated assets. Cadent is regulated by Ofgem,

which has granted Cadent a licence to distribute gas across certain

regions within the UK. Cadent’s licence provides it with five-yearly

regulatory price reviews. During the year, Ofgem announced its

Sector Specific Methodology Decision which sets out its decisions

on the policy areas which will be used to determine the revenues

that UK gas and electricity network companies are able to earn

during the next price control period. The next price review period will

run from April 2026 to March 2031. The terms of the announcement

made by Ofgem were broadly consistent with the Company’s

expectations. In December 2024, Cadent submitted its business

plan in respect of the next price control period to Ofgem and

expects to receive Ofgem’s draft and final determinations later in

2025. Tideway is regulated by Ofwat, which has granted Tideway

a licence to design, build, finance, commission and maintain a new

25km ‘super sewer’ under the River Thames. Tideway’s licence

provides it with a fixed allowed return until 2030, after which it will

likely follow a similar five-yearly price review process to which water

and wastewater companies are currently subject. In December

2024, Ofwat published its final determinations for PR24 which set

out the price controls for water and wastewater companies from

April 2025 to March 2030. As Tideway’s licence provides it with no

equivalent price control review until 2030, Ofwat’s announcement

has no direct impact on Tideway, albeit elements of the review may

indicate how Tideway will be regulated in the future.

The Company’s OFTO investments are regulated by Ofgem, which

has granted those OFTOs a licence to transmit electricity generated

by an offshore wind farm into the onshore grid. The licence provides

for an availability-based revenue stream at a predetermined rate

for a fixed period of time (typically 20-25 years). Please see more

information on page 27.

INFLATION

Following successive interest rate rises by the Bank of England

in the previous two years, 2024 has seen the Bank begin to

lower interest rates but at a slower pace than many forecast.

The consequences of the initial inflation shock and the ongoing

relatively high interest rate environment continues to put strain

UK households. We have seen sustained disruption in the market

with ongoing large-scale industrial action across the UK economy,

including rail, healthcare and education, as workers have sought to

limit pay erosion and improve working conditions. Whilst inflation

in the UK has seemingly stabilised volatility still exists, inflationary

pressures still remain with the effects of the UK Government’s most

recent budget filtering through the economy combined with the

possibility of further external shocks.

The Company continues to monitor counterparty risk for any issues

affecting its service providers in light of challenges faced by these

businesses as a result of the current economic environment.

The Investment Adviser, building on the experience gained following

the liquidation of Carillion Plc and the administration of Interserve

Plc, is well placed to respond to any issues arising from its service

providers and has contingency plans in place to allow for a smooth

transition of contracts to an alternative service provider if required.

Please see further information on page 29.

INTEREST RATES

The high levels of interest rates and government bond yields, when

compared to recent history, have the ability to impact the Company

in a variety of ways including: the discount rates applied to

forecasted cash flows, deposit rates affecting the amount of interest

earned from cash held, and/or the cost of any new or replacement

debt that needs to be procured.

Whilst historically, discount rates have not moved in lockstep with

government bond yields and even though demand for infrastructure

assets remains strong; discount rates have continued to see

modest rises in the period. Increased cash flows resulting from

higher inflation, foreign exchange gains derived from the weakening

of Sterling, and greater interest earned from cash balances have

played a mitigating role in offsetting any potential future discount

rate valuation movements.

Due to the fixing or hedging of the vast majority of debt in the

portfolio, increases in the cost of debt have a limited impact

on current debt costs. Investments which do not have a pre-

determined concession term or licence period may contain an

element of refinancing exposure. Revenues for regulated assets

arefrequently adjusted by the regulator to compensate for changes

in the market cost of debt, and other businesses which operate

in industries with high barriers to entry would typically expect to

be able to pass on a majority of changes in their cost base

to counterparties.

International Public Partnerships Limited

Annual Report and financial statements 2024

INVESTOR SENTIMENT

The listed alternatives sector has continued to be impacted by the

challenging macroeconomic environment.

The impact is not unique to the infrastructure sector: almost all

UK listed investment companies have remained under pressure as

investors in the space have rotated out of alternatives and into now

higher yielding debt causing a negative impact on share prices.

This has naturally caused a reduction in fundraising activity

in comparison to previous years and reduced the number of

acquisitions taking place. Instead, many investment companies have

turned their focus from making new investments to divestments,

and recycling the capital into share buybacks. In addition to capital

allocation measures being implemented, given the environment,

we have seen an increase in mergers and acquisitions across the

sector. The economic situation remains volatile, and inflation is

forecast to remain above the Bank of England’s target rate of 2%

in the near term. Please see further information on pages 4 to 7 on

how the Company is responding to the current market environment.

The initiatives for 2025, described in the Chair’s letter, have been

value to investors, and so to enhance investor sentiment.

CLIMATE CHANGE

Climate change remains a key focus of the ESG Committee,

ensuring that the Company continues to evolve its approach to

considering both the risks and opportunities it presents. Climate

change would most likely manifest itself through impact on physical

assets (risk 4) and changes in climate-related regulation (risk 9).

Climate change is therefore considered both as a current and

emerging risk. Please see more information from page 56 in this

Report and in the Company’s latest Sustainability Report.

GEOPOLITICAL EVENTS

Over the last decade, economies worldwide have been affected by

repeated geopolitical disturbances including the Covid-19 pandemic,

US-China trade destabilisation, the war in Ukraine and ongoing

tensions and conflicts in the Middle East. Recent global elections

have both brought changes to incumbent governments, the effects

of which are still to filter through the domestic and worldwide

economy and global trade policies. These events can cause

significant volatility for markets which could impact the Company.

In particular, the introduction of worldwide tariffs have the potential

to disrupt supply chains and increase prices. The ongoing military

conflicts have the potential to cause contagion bringing about further

disruption and crises in the regions culminating in further division

amongst political and economic blocs. There have been reports

around Europe of suspected sabotage on infrastructure assets,

including the Nord Stream pipelines in 2022, the Balticonnector in

2023 and damage to undersea cables between Finland and Estonia

in late 2024. Such events could lead to increased physical asset risk

of the Company’s investments.

The Company continues to actively monitor these events to ensure

that the portfolio of investments is protected, to the extent it can be,

from the direct and indirect impacts of the conflicts. The Company

does not hold any investments in the impacted regions, and we are

not aware of any material direct implications for the Company or

its portfolio.

EMERGING RISKS

Other than the risks described above, no new material emerging

risks have been considered in these financial statements.

FURTHER INFORMATION

A description of broader risk factors relevant to investors is

disclosed in the latest Company prospectus available on the

website www.internationalpublicpartnerships.com.

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

RISK ASSESSMENT

Aggregate risk assessment

Central operations

Regulation & compliance

Macroeconomic

Portfolio operations

Political

Lower Medium

ASSESSED RISK POSITION

Higher

CONTINUOUS RISK MANAGEMENT continUeD

continUoUS riSK management CONTINUED

RISK ASSESSMENT

AGGREGATE RISK ASSESSMENT

The Company’s identified risks have been mapped to the five different risk categories: political, portfolio operations, macroeconomic,

regulation and compliance, and central operations.

The chart summarises the overall residual level of risk facing the Company, presenting a combined assessment which incorporates the

potential impact arising from not only the Company’s principal risks, but from all of the Company’s other identified risks:

– Political risk incorporates risks arising from government policy and actions;

– Portfolio operations risk incorporates risks arising from asset operations and ongoing investment performance, including regulatory risk

impacting at asset level;

– Macroeconomic risk incorporates risks arising in the wider economy, including inflation and interest rates;

– Regulation and compliance risk incorporates risks arising from new laws and regulations applicable to the Company and its assets; and

– Central operations risk incorporates risks arising from the management of the portfolio.

The relative impact assessed to be arising from each risk has been combined to present a holistic position, giving stakeholders a more

complete picture of the Company’s residual risk position. Those risks of the Company which are assessed to be the principal risks are

separately identified, and further discussed overleaf.

International Public Partnerships Limited

Annual Report and financial statements 2024

POLITICAL

1. POLITICAL POLICY

DESCRIPTION MITIGATION

The businesses in which the Company invests are

subject to potential changes in policy and legal

requirements. All investments have a public sector

infrastructure service aspect and are exposed to

political scrutiny and the potential foradverse public

sector or political criticism.

The majority of the Company’s existing investments benefit from long-term

service and asset availability-based pricing contracts or regulatory frameworks

and the countries in which the Company operates do not tend to have a

tradition of penal retrospective legislation. Governments tend to be long-term

supporters of infrastructure and similar investment and recognise the risk of

deterring future investment in the event that penal or disproportionate steps

are taken in respect ofexisting contractual engagements.

Change in Political Policy

Political policy and public financing decisions may

adversely impact either existing investments, or

the Company’s ability to source new investments

at attractive prices or at all. This may impact the

Company’s reputation.

Adverse changes to policies may directly, or indirectly,

result from reputational developments seen across the

wider sector.

Current global policy practice continues to support the use of private sector

capital to finance public infrastructure, despite challenge from some political

parties, particularly in the UK, around the role of the private sector in the

provision of such services.

The Company seeks to maintain strong and positive relationships with its

public sector clients and external stakeholders where possible.

Termination of Contracts

Contracts between public sector bodies and the

Company’s investment entities may contain rights for

the public sector to terminate contracts in specific

situations. While the contracts typically provide for

some compensation in such cases, this may be less

than required to sustain the Company’s valuation.

There have been instances of contracts being

voluntarily terminated in the UK (although not affecting

the Company).

As PPP service concessions approach expiry there is

likely to be an increased-level public sector scrutiny

over the “hand-back” of these assets.

The Company engages with its public sector clients in developing cost-

saving initiatives and seeks to act as a ‘good partner’, including a focus on

the ESG aspects of its investments and engaging early in the “hand-back”

process to ensure a smooth transition of services. None of the Company’s

investments have been identified, by any government audit or public sector

report, as poor value for money or not in the public interest.

The Investment Adviser is a signatory to the Code of Conduct for

Operational PFI/PPP contracts in the UK. The Code sets out the basis on

which public and private sector partners agree to work together to make

savings in operational PPP contracts.

Compensation on termination clauses within such contracts serve to

partially mitigate the risk of voluntary termination. Furthermore, in the current

financial climate where voluntary termination leads to a requirement to pay

compensation, such compensation is likely, in many cases, to represent an

unattractive immediate call on the public finances for the public sector.

Nationalisation

Following the Labour Party’s UK General Election

victory, nationalisation of infrastructure assets has

become a topical agenda item with the announcement

to bring train operating companies under government

control. Ongoing longer-term political policy pressures

arising as a consequence of Brexit in the UK or the

Covid-19 pandemic more globally remain uncertain,

so a residual possible risk of nationalisation remains

over the medium-term.

The Company believes significant compensation would be required in order

to enact this policy legitimately within existing contractual arrangements.

Therefore, given the state of public finances, we maintain the view that the

Company is defensively positioned in this regard.

PRINCIPAL RISKS

This section provides a summary of the Board’s assessment of the Company’s principal risks. This is not intended to highlight all the

potential risks to the business. There may be other risks that are currently unknown or regarded as less material, which could turn out to

materially impact the performance of the Company, its assets, capital resources and reputation. Where the Company has applied mitigation

processes, it is unlikely that the techniques applied will fully mitigate the risk.

The following key is used in the table below to highlight

theBoard’s view on movement ofrisk exposures during

the year:

Risk exposure has increased in the year

Risk exposure has reduced in the year

No significant change in risk exposure since last reporting year

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International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

2. ASSET PERFORMANCE

DESCRIPTION MITIGATION

Construction

For the Company’s assets under construction, there is an

element of construction risk that takes the form of cost

overruns or delays which could impact on investment returns.

Theconstruction industry is still affected by geopolitical events,

which contain potential consequential impacts on the Company.

Contractual mechanisms allow for significant pass-down of

construction cost overrun and delay risk to subcontractors and/

or consumers, subject to credit risk (see below). The Company’s

investment in Tideway benefits from a government support

mechanism which ultimately backstops investors’ downside

risk in the event of a major construction cost overrun. Tideway’s

major construction works were completed during 2024 and in

February 2025, Tideway announced that the tunnel was fully

connected, with the project on track to be fully complete (with

testing complete) later this year.

Operational Performance

Assets in the portfolio have revenues which are based on the

availability of the asset, as well as revenues not solely dependent

on availability but with linkage to other factors, including demand

risk or being subject to regulatory frameworks.

The entitlement of the Company’s PPP and OFTO investments

to receive revenues is generally dependent on underlying

physical assets remaining available for use and continuing to

meet certain performance standards. Failure to maintain assets

available for use or operating in accordance with predetermined

performance standards may result in a reduction in the income

that the Company has projected to receive.

A number of investments in the portfolio are subject to

regulatory regimes which are designed by the regulators to,

among other things, protect the interests of consumers whilst

ensuring that regulated companies are able to earn a reasonable

return on their capital. Changes in the regulatory regimes

have the potential to impact the returns of the Company’s two

regulatedassets.

A number of investments in the portfolio assume residual

values which are expected to be received from the assets on

completion of the project contract or at the end of the expected

investment holding period. Amounts which are realised may be

different from current assumptions.

The Board reviews the performance of each investment on a

quarterly basis and historically has seen consistently high levels

of asset availability.

For regulated assets, the regulatory regimes under which the

assets operate provide a level of protection of cash flows for

these assets.

Contractual mechanisms and underlying regulatory frameworks

also allow for significant pass-down of unavailability and

performance risk to subcontractors in many cases, subject to

credit risk (see below).

In addition, investments in regulated assets are considered very

long-term by the Company, beyond any individual regulatory

cycle. This long-term view of such assets takes into account the

robustness of yield as well as the potential for increases in the

regulated asset base over time.

The Company, through its Investment Adviser, has sight of

detailed business continuity plans of its counterparties designed

to manage services in adverse circumstances. In addition,

the Company has the ability to pass down certain costs to

the service providers and can potentially rely on business

interruption cover where available.

Residual value assumptions are based on prevailing market

expectations and, where possible, recent market evidence.

The nature of the Company’s assets should provide some

mitigation to the risk of a reduction in demand for the assets

at the end of the expected investment holding period.

PORTFOLIO OPERATIONS

CONTINUOUS RISK MANAGEMENT continUeD

continUoUS riSK management CONTINUED

International Public Partnerships Limited

Annual Report and financial statements 2024

2. ASSET PERFORMANCE continUeD

PORTFOLIO OPERATIONSPORTFOLIO OPERATIONS continUeD

3. COUNTERPARTY RISK

DESCRIPTION MITIGATION

The Company’s investments are dependent on the performance

of a series of counterparties to contracts including public

sector bodies, consortium partners, construction contractors,

facilities management and maintenance contractors, asset and

investment managers (including the Investment Adviser), banks

and lending institutions and others. Failure by one or more of

these counterparties to perform their obligations fully or as

anticipated could adversely affect the performance of affected

investments. There may be disruption or delay to the services

provided to investments, or replacement counterparties (where

they can be obtained) may only be obtained at a greater cost.

This could negatively impact the Company’s cash flows

and valuation.

The Company has a broad range of suppliers and believes that

supplier counterparty risk is diversified across its investments.

All contracts include the provision of a security package

from counterparties to mitigate the impact of supplier failure.

Generally, payments are made in arrears to service providers

giving the Company some protection against failures in

performance.

The credit quality of supplier counterparties is reviewed as

part of the Company’s due diligence at the time of making its

investments and for key suppliers on a regular basis.

Most of the services provided to the Company’s investments

are reasonably well established with a number of competing

providers. Therefore, there are expectations that there will be

a pool of potential replacement supplier counterparties in the

event that a service counterparty fails, albeit not necessarily at

the same cost.

The Company closely monitors the risk of adverse developments

occurring in relation to its significant counterparties and develops

contingency plans as appropriate to ensure risk of counterparty

failure is minimised.

Where borrowings exist in respect of the Company’s

investments, interest rates are generally fixed through the use

ofinterest rate swaps. The Company is therefore exposed to

credit deterioration of the counterparties of these swaps.

The credit risk of such swap counterparties is considered at the

time of entering into these arrangements and is regularly reviewed.

The Company aims to use reputed financial institutions with good

credit ratings.

DESCRIPTION MITIGATION

Cyber Security

Cyber security continues to be an issue of focus for the

Company with growing levels of sophistication seen in the

use of cyber-attacks targeting businesses. The Company and

the assets in its portfolio can be impacted by cyber security

in a number of ways including asset operational performance,

financial loss, or reputational impact.

Layers of control exist across the portfolio designed to mitigate

cyber security risk as far as possible for the Company and its

assets. This includes dedicated controls and processes at fund,

as well as, operational asset levels. The ways in which cyber

security is further supported through the portfolio includes

management focus at asset level, use of specialist external IT

service providers and external controls reviews, for example.

Performance-Related Termination

In serious cases where the terms of the underlying contract

with the public sector are breached due to default or force

majeure then that contract can usually be terminated without

compensation. Failure to receive the amount of revenue

projected or termination of a contract will have a consequential

impact on the Company’s cash flow and value.

In the event of significant and continuing unavailability across

the Company’s portfolio, the Company is able to terminate

the Investment Advisory Agreement. This serves to reinforce

alignment of interest between the Company and the Investment

Adviser.

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International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

PORTFOLIO OPERATIONSPORTFOLIO OPERATIONS continUeD

5. CONTRACT RISK

DESCRIPTION MITIGATION

The performance of the Company’s investments is dependent

on the complex set of contractual arrangements specific to each

investment continuing to operate as intended. The Company

is exposed to the risk that such contracts do not operate as

intended, are incomplete, contain unanticipated liabilities, are

subject to interpretation contrary to its expectations or otherwise

fail to provide the protection or recourse anticipated.

Such contracts have been entered into, usually only after

extensive negotiations and with the benefit of external legal

advice. A legal review of contract documentation is undertaken

as part of the Company’s due diligence at the time of making

new investments.

CONTINUOUS RISK MANAGEMENT continUeD

continUoUS riSK management CONTINUED

DESCRIPTION MITIGATION

The Company indirectly invests in physical assets used by the

public and thus is exposed to possible risks, both reputational

and legal, in the event of damage or destruction to such assets

and their users, including loss of life, personal injury and property

damage. While the assets the Company invests in benefit from

insurance policies, these may not be effective in all cases.

Climate Change

Investments may be subject to extreme weather and changes in

precipitation and temperature, all of which may result in physical

damage to assets.

The Company’s investments benefit from regular risk reviews and

external insurance advice which is intended to ensure that those

assets continue to benefit from insurance cover that is standard

for such assets. Health and safety data is monitored across the

portfolio to highlight any areas of focus and ensure appropriate

safety measures are in place.

The Company works alongside its Investment Adviser to continue

its alignment with the recommendations of TCFD. The Company

has continued to update its investment processes, further

strengthening climate considerations within investment screening

and diligence, ensuring these are considered from the earliest

point in the investment cycle.

4. PHYSICAL ASSET RISK

Given global uncertainties and the perceived increase in deliberate damage to infrastructure assets across

Europe, the risk exposure for specific assets has increased. The Company continues to monitor events.

International Public Partnerships Limited

Annual Report and financial statements 2024

6. INFLATION

DESCRIPTION MITIGATION

Inflation may be higher or lower than expected. The net cash

flows from the Company’s investment portfolio are positively

correlated to inflation. Should actual inflation turn out to be

higher or lower than the rates assumed by the Company at

the relevant valuation date, this would be expected to impact

positively or negatively, respectively, on the Company’s projected

cash flows.

The level of inflation-linkage across the investments held by

the Company varies and is not consistent. The consequences

of higher or lower levels of inflation than that assumed by the

Company will not be uniform across its portfolio.

The Company is also exposed to the risk of changes to the

manner in which inflation is calculated by the relevant authorities.

The Company benchmarks the inflation assumptions used in

its forecasts to credible independent sources. It also provides

sensitivities to investors indicating the projected impact on

the Company’s NAV of alternative inflation scenarios, offering

investors an ability to anticipate the likely effects alternative

inflation scenarios may have on their investment.

The Company monitors the effect of inflation on its portfolio

through its biannual valuation process.

The Company benchmarks its inflation forecasts to credible independent sources.

MACROECONOMIC

7. FOREIGN EXCHANGE MOVEMENTS

DESCRIPTION MITIGATION

A portion of the Company’s investment portfolio has cash flows

which are denominated in currencies other than Sterling, but

the Company borrows corporate-level debt, reports its NAV

and pays dividends in Sterling. Changes in the rates of foreign

currency exchange are outside the Company’s control and may

impact positively or negatively on cash flows and valuation.

The Company uses forward foreign exchange contracts to

mitigate the risk of short-term volatility in foreign exchange rates

on the Sterling value of cash flows from overseas investments.

These may not be fully effective and rely on the strength of the

counterparties to those contracts to be enforceable.

The Company monitors the effect of foreign exchange on its

portfolio through its biannual valuation process and reports this

to investors. The Company also provides sensitivities to investors

indicating the projected impact on the NAV of a limited number

of alternative foreign exchange scenarios, offering investors the

ability to anticipate the likely effects of some foreign exchange

scenarios on their investment. The Company continues to be

mindful of the potential for exchange rate volatility in light of

international economic and political change. The Company notes

that a devaluation of Sterling against the relevant currencies would

typically have a positive impact on the NAV. The opposite would

be true for an increase in the value of Sterling.

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

continUoUS riSK management CONTINUED

MACROECONOMIC continUeD

CONTINUOUS RISK MANAGEMENT continUeD

8. INTEREST RATES

DESCRIPTION MITIGATION

Changes in market rates of interest can affect the Company in a variety of different ways:

Valuation Discount Rate

Changes in market rates of interest (particularly government

bond yields) may directly impact the discount rate used to

value the Company’s future projected cash flows and thus its

valuation. Higher discount rates will have a negative impact on

valuation while lower rates will have a positive impact.

In determining the discount rates used to value its investments,

the Company generally uses nominal government bond yields

to which specific investment risk premia are added to determine

the overall discount rates. The investment risk premia may

provide a buffer against rising bond yields assuming market

demand for investment is sustained. Higher interest rates can

often be precipitated by higher inflation expectations, and

therefore any inflation-linkage (as noted above) may partly

mitigate the effect of interest rate changes.

Corporate Debt Facility

Floating rate interest is charged on the CDF, so higher than

anticipated interest rates will increase the cost of this facility.

In the event that the interest rate increases, the Company has

the option of repaying its CDF at any time with minimal notice,

providing sufficient funds are available. The current facility totals

£300m, including a £50m uncommitted ‘accordion’, compared

to the Company’s current investment portfolio valuation of

approximately £2.7bn. As at the date of this report, the CDF

remains undrawn. The current CDF remains in place until June

2025, after which a renewed facility will take effect. The new

facility is expected to have broadly the same terms and structure

as the current facility.

Underlying portfolio considerations

Portfolio entities typically choose or can be required to hold

various cash balances. The Company assumes that it will

earn interest on such deposits over the long-term. Changes in

interest rates may mean that the actual interest receivable by

theCompany is different to that projected.

Certain assets within the portfolio contain refinancing

assumptions. Increases in lending rates available to these

projects would have the potential to increase their cost

of financing and therefore impact the overall returns from

theseassets.

As presented in the sensitivity analysis, variations in cash deposit

rates have little impact on the Company’s NAV. The Company

monitors the effect of historical and projected interest rates on

its portfolio through its biannual valuation process and reports

this to investors. The risk of adverse movements in debt interest

rates for unhedged debt within regulated entities is limited through

protections provided by the regulatory regime; however, the

Company may potentially be exposed to interest rate risk on debt

outside of the regulatory structure.

The Company is monitoring the potential impacts of increased inflation on interest rates.

International Public Partnerships Limited

Annual Report and financial statements 2024

REGULATION AND COMPLIANCE

9. LAW AND REGULATION

10. TAX

DESCRIPTION MITIGATION

Change in law or regulation

Changes in law or regulation may increase costs of operating

and maintaining facilities or impose other costs or obligations

that indirectly adversely affect the Company’s cash flow from its

investments and/or valuation of them.

Some investments maintain a reserve or contingency designed

to meet a change in law costs and/or have a mechanism to allow

some change in law costs (typically building maintenance related)

to be passed back to the public sector. The possibility remains for

there to be changes in law or regulation (including, for example, in

relation to climate change) that have the potential to impact costs or

obligations of the Company or portfolio projects, which may not be

fully capable of mitigation. The Company closely monitors changes

in laws and regulations to ensure that the Company remains

compliant with its obligations and minimises cost exposures

wherever possible.

Transition to net zero

In 2019, the UK government committed to the net zero target

as recommended by the Climate Change Committee. Reaching

net zero GHG emissions requires extensive changes across

the economy. Major infrastructure decisions need to be made

in the near future. These changes are unprecedented in their

overall scale and therefore may impact the use case of a variety

of infrastructure, including altering the way infrastructure is

operated and utilised.

A large portion of the Company’s investments are availability-type

assets where the cash flows are based on making the asset available

in a pre-agreed manner. The cash flows from such investments are

largely insulated from the impacts of the transition to net zero.

The changes arising from a transition to a low-carbon economy

have the potential to be wide-ranging, including adapting to

decarbonisation of heat, increased electrification of transportation

and other systems previously dependent on fossil fuels, and

decarbonisation of construction. It is expected infrastructure will

continue to play a key role in the transition to a low-carbon economy.

The Company believes the portfolio to be well placed for the transition

to net zero.

DESCRIPTION MITIGATION

Change in tax rates

Rates of tax, both in the UK and overseas jurisdictions in which

the Company operates, may increase in the future if government

policy were to change.

The Company typically incorporates tax rates changes within its

forecast cash flows once substantively enacted, or where there is

a reasonable expectation of substantial enactment shortly after the

valuation date and continuously monitors for changes in tax rates.

Change in tax legislation

Changes in tax legislation across the multiple jurisdictions

in which the Company has investments can reduce returns,

impacting on the Company’s future cash flow returns and hence

valuation (calculated on a discounted cash flow basis).

The Company takes a cautious approach to tax planning.

TheBoard monitors changes in tax legislation and takes advice

as appropriate from external, independent, qualified advisers.

While the Board and the Company’s Investment Adviser seek to

minimise the impact of adverse changes in tax requirements, its

ability to do so is naturally limited.

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International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

11. FINANCIAL FORECASTS

DESCRIPTION MITIGATION

The Company’s projections depend on the use of financial

models to calculate its future projected investment returns.

There may be errors in any of these financial models, including

calculation, input, logic, and output errors. Once corrected, such

errors may lead to a revision in projected cash flows and thus

impact valuation.

The financial forecasts of certain operating infrastructure

businesses can have more variability than contracted

concessions, given the wider range of variables that apply and

are therefore inherently more difficult to forecast accurately.

The financial models used to generate financial forecasts

are generally subject to model audit by external professional

service firms, which is a process designed to identify errors.

The comparison of past actual performance of investments

against past projected performance also gives confidence

in financial models where actual performance has closely

matched projected performance. However, there can be

no assurance that forecasts will be realised, particularly in

relation to operational infrastructure businesses where more

variablesapply.

Investments in regulated businesses are considered very long-

term, beyond the much shorter regulatory cycles. Valuations of

such businesses should take into account robustness of yield

and potential for increases in regulated asset base over time.

Sensitivities

The Company publishes information relating to its portfolio,

including projections of how portfolio performance and valuation

might be impacted by changes in various factors, e.g. interest

rates, inflation rates, deposit rates, etc. The sensitivity analysis

and projections are not forecasts and actual performance

is likely to differ (possibly significantly) from that projection

as in practice the impact of changes to such factors will be

unlikely to apply evenly across the portfolio or in isolation from

otherfactors.

Financial models are managed by a dedicated team with a

background in financial modelling and experience of managing

models in a manner that seeks to minimise the risk of error.

Sensitivities are produced for the information of relevant

stakeholders and are accompanied by disclaimers and guidance

explaining that limited reliance can be placed upon them.

CENTRAL OPERATIONS

CONTINUOUS RISK MANAGEMENT continUeD

continUoUS riSK management CONTINUED

International Public Partnerships Limited

Annual Report and financial statements 2024

VIABILITY STATEMENT

In accordance with provision 31 of the 2018 revision of the UK Code

of Corporate Governance, we have considered the Company’s

viability as summarised below. Due to the long-term and/or

contractual nature of our investments, we have a significant level

of confidence over the endurance and longevity of our business;

however, it is difficult to assess the regulatory, tax and political

environment on a long-term basis. Whilst we consider the valuation

of investment cash flows for the purposes of the NAV over a

considerably longer period than five years, we view five years as an

appropriate timeframe for assessing the Company’s viability given

these inherent uncertainties.

The viability assessment process is embedded within the

Company’s annual risk review cycle and involves the following:

1 An Audit and Risk Committee review and assessment of the

risks facing the Company. A summary of the review process is

detailed on page 79 to 81;

2 Identification of those principal risks that are deemed more likely

to occur and have a potential impact on the Company’s viability

over the viability period. This exercise has included consideration

of: a persistent low inflation rate environment (noting that a high-

rate environment would typically be positive for the Company’s

investment cash flows given the linkage of revenues to inflation

across many investments); large currency fluctuations impacting

on receipts from overseas investments; and the impact of

the loss of income from investments (whether due to key

subcontractor default, or other reason for underperformance).

We note that a number of risks identified during the risk review

process in step one above may have implications for the

Company’s valuation but may be considered insignificant from

afive-year viability perspective;

3 Quantification analysis of the potential impact of those principal

risks occurring in isolation and under plausible combined

sensitivity scenarios over the viability period;

4 Assessment of potential mitigation strategies to mitigate the

potential impact of principal risks over the viability period.

Thisexercise has considered the potential to liquidate

investments and/or refinance investments if necessary.

The viability assessment is approved by the Board. Following the

assessment, the Board has a reasonable expectation that the

Company will be able to continue in operation and meet all of

its liabilities as they fall due up to March 2028. This assessment

is based on the following assumptions which are not within the

Company’s control:

– No significant changes to government policy, tax, laws and

regulations affecting the Company or its investments other than

the impacts already factored into future cash flows as part of the

31 December 2024 NAV valuation; and

– Continued availability of sufficient capital and market liquidity to

allow for refinancing/repayment of any short-term recourse debt

facility obligations as they become due, including in relation to the

Company’s debt facility which remains available until June 2025

after which a renewed facility will take effect. The new facility is

expected to be broadly comparable in size and structure, with

terms that reflect prevailing market conditions.

MIKE GERRARD STEPHANIE COXON

CHAIR DIRECTOR

26 March 2025 26 March 2025

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

STRATEGIC REPORToverview

CORPORATE GOVERNANCE

Durham Regional Courthouse, Ontario, Canada

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International Public Partnerships Limited

Annual Report and financial statements 2024

CORPORATE GOVERNANCE

SUMMARY OF INVESTMENT POLICY

OVERVIEW

The Company invests in public or social infrastructure assets and

related businesses located in the UK, Australia, New Zealand,

Europe, North America and other parts of the world where the risk

profile meets the Company’s risk and return requirements.

The Company has a long-term view and invests in operational and

construction phase assets for the life of the asset or concession,

or under a licence issued by a regulator, unless there is a strategic

rationale for earlier realisation. The Company seeks to enhance

the capital value and the income derived from its investments to

optimise returns for its investors.

As noted elsewhere in this Report, the Board regularly reviews

theoverall composition of the portfolio to ensure it remains aligned

with the Company’s investment objectives, including considering

both investment and divestment as part of overall capital

allocationconsiderations.

The Company has a long-standing Investment Policy that has been

adopted and approved by its shareholders which informs its overall

approach to capital allocation. The Policy is summarised below and

available in full at www.internationalpublicpartnerships.com.

INVESTMENT PARAMETERS

Maintaining the performance of the existing portfolio is the

Company’s key focus. However, it will also take the following

intoaccount:

– Investments with characteristics similar to the existing portfolio;

– Investments in other assets or concessions or regulated

businesses having a public or social infrastructure character

with either availability, property rental or user paid payment

mechanisms or appropriate regulatory frameworks;

– Investments in infrastructure assets or concessions characterised

by high barriers to entry and expected to generate an attractive

total rate of return over the life of the investment;

– Divestments where an investment is no longer aligned with the

Company’s investment objectives or where circumstances offer

an opportunity to enhance the value of the portfolio.

PORTFOLIO COMPOSITION

The Company will, over the long-term, maintain a spread of

investments both geographically and across industry sectors in

order to achieve a broad balance of risk in the Company’s portfolio.

The Company does not currently expect to invest to any material

extent in infrastructure projects located in non-OECD countries in

the foreseeable future.

Asset allocation will depend on the maturity of the local

infrastructure investment market, wider market conditions and the

judgement of the Investment Adviser and the Board on the suitability

of the investment from a risk and return perspective. The Asset

Management section on pages 24 to 29 has details of the current

composition of the investment portfolio.

INVESTMENT RESTRICTIONS

The Company’s Investment Policy restricts it from making any

investment of more than 20% of the total assets in any one

investment in order to limit the risk of any one investment to the

overall portfolio.

As a London Stock Exchange listed company, the Company is also

subject to certain restrictions pursuant to the UKLA Listing Rules.

MANAGING CONFLICTS OF INTEREST

Further investments will continue to be sourced by the Investment

Adviser, Amber Fund Management Limited. Some of these

investments will have been originated and developed by, and

in certain cases may be acquired from, members of the Amber

Infrastructure Group.

The Company has established detailed procedures to deal with

conflicts of interest that may arise and manage conduct in respect

of any such acquisition. The Corporate Governance Report sets out

more details on the conflicts management process.

FINANCIAL MANAGEMENT

The Company may also make prudent use of leverage to enhance

returns to investors, to finance the acquisition of investments in the

short-term and to satisfy working capital requirements.

Under the Company’s Articles, outstanding borrowings at the

Company level, including any financial guarantees to support

subscription obligations in relation to investments, are limited to

50% of the Gross Asset Value (‘GAV’) of the Company’s investments

and cash balances. The Company has the ability to borrow in

aggregate up to 66% of such GAV on a short-term basis (i.e. less

than 365 days) if considered appropriate. Details of the Company’s

CDF can be found on page 30.

CHANGES TO INVESTMENT POLICY

Material changes to the Investment Policy summarised in this

section may only be made by ordinary resolution of the shareholders

in accordance with the UK Listing Rules.

Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

overview CORPORATE GOVERNANCEStrategic report

BOARD OF DIRECTORS

The table below details all Directors at the date of this Report.

JULIA BOND

Chair, Management

Engagement Committee

GILES ADU

BACKGROUND AND EXPERIENCE

A resident in the UK, Julia has

over 25 years’ experience of

capital markets in the financial

sector and held senior positions

within Credit Suisse, including

Head of One Bank Delivery

and Global Head of Sovereign

Wealth funds activity.

BACKGROUND AND EXPERIENCE

A resident of Jersey, Giles has

over 30 years’ financial markets

investment experience and

has held senior investment

and advisory roles across debt

capital markets, real estate

investment, and alternative

investments.

He is co-founder and

investment director of Seaton

Place Limited, an alternative

investments advisor, investing

in commercial real estate and

bespoke alternative investments

for family office and high net

worth individual partners.

Giles has held several non-

executive director positions for

investment funds in private and

public markets.

LISTED COMPANY AND OTHER

RELEVANT DIRECTORSHIPS

– Foreign, Commonwealth and

Development Office

– Strategic Command Ministry

of Defence

– Impax Asset Management

Group Plc

LISTED COMPANY AND OTHER

RELEVANT DIRECTORSHIPS

– Blackstone Loan Financing

Limited

DATE OF APPOINTMENT:

1 September 2017

DATE OF APPOINTMENT:

1 September 2024

MIKE GERRARD

Board Chair

Chair, Investment Committee

BACKGROUND AND EXPERIENCE

A resident in the UK, Mike has

over 40 years of financial and

management experience in

global infrastructure investment.

He has held a number of senior

positions, including as an

assistant director of Morgan

Grenfell plc, a director of HM

Treasury Taskforce, deputy CEO

and later CEO of Partnerships

UK plc. He was managing

director of the Thames

Tideway Tunnel during its pre-

construction development.

Mike has a breadth of experience

across a range of economic and

social infrastructure sectors and

has been involved in some of

the largest infrastructure projects

in the UK. He is a Fellow of the

Institution of Civil Engineers.

LISTED COMPANY AND OTHER

RELEVANT DIRECTORSHIPS

Mike holds no other listed

company positions but holds

several non-executive positions

within boards and committees

that oversee the development

and delivery of infrastructure

investments in the UK and

overseas

DATE OF APPOINTMENT:

4 September 2018

STEPHANIE COXON

Chair, Audit and

Risk Committee

BACKGROUND AND EXPERIENCE

A resident of Guernsey,

Stephanie is a Fellow of

the Institute of Chartered

Accountants in England and

Wales and is a non-executive

director on several London

listedcompanies.

Prior to becoming a non-

executive director, Stephanie

led the investment trust capital

markets team at PwC for the

UK and Channel Islands.

During her time at PwC,

Stephanie specialised in

advising FTSE 250 and premium

London-listed companies

on accounting, corporate

governance, risk management

and strategicmatters.

LISTED COMPANY AND OTHER

RELEVANT DIRECTORSHIPS

– PPHE Hotel Group Limited

– Foresight Environmental

Infrastructure Limited

– Apax Global Alpha Limited

– Praxis Group Limited

– The Association of

Investment Companies

DATE OF APPOINTMENT:

1 January 2022

1 Giles Adu was appointed to the Board of Directors on 1 September 2024.

2 Praxis Group delisted from The International Stock Exchange on 21 January 2025.

International Public Partnerships Limited

Annual Report and financial statements 2024

SALLY-ANN DAVID

Chair, Nomination and

Remuneration Committee

BACKGROUND AND EXPERIENCE

A resident of Guernsey,

Sally-Ann has over 35 years

of experience in infrastructure

projects in the energy sector,

including international

offshore transmission systems

and the challenges of the

energytransition.

Having held senior positions

within the power utility arena,

Sally-Ann has recently retired

from the position of chief

operating officer at Guernsey

Electricity Limited. She is

a Chartered Engineer and

Chartered Director.

LISTED COMPANY AND OTHER

RELEVANT DIRECTORSHIPS

– European Marine Energy

Centre Limited

– M&G (Guernsey) & M&G

Offshore Corporate Bond Ltd

– Sally-Ann is also a director of

ahealth-related charity

DATE OF APPOINTMENT:

10 January 2020

All of the independent Directors are members of all Committees with the exception of MikeGerrard, who is not a member of the Audit and Risk

Committee, and Giles Frost is a Non-Independent Director and sits only on the ESG Committee.

BACKGROUND AND EXPERIENCE

A resident of Guernsey, Meriel

has 30 years of multi-sector

business experience.

With a background in human-

centred design for technology,

she brings a strategic end-

user focus and a broad set of

experiences encompassing

many sectors and scales of

organisation ranging from her

own start-ups through global

corporations and governmental

programmes.

She has sat on a wide variety

of boards as an independent

director for over 11 years.

LISTED COMPANY AND OTHER

RELEVANT DIRECTORSHIPS

– Bluefield Solar Income Fund

Limited

– kigai Ventures Limited

– Boku, Inc.

– Meriel also chairs a

commercial board; Jersey

Telecom

DATE OF APPOINTMENT:

10 January 2020

BACKGROUND AND EXPERIENCE

A resident of Guernsey,

Johnhas over 30 years of

business experience.

John is a Fellow of the Institute

of Chartered Accountants

in England and Wales and a

former partner of BDO LLP,

where he held a number of

leadership roles, including Head

of Consumer Markets, where he

developed an extensive breadth

of experience and knowledge

across the real estate, leisure

and retail sectors in the UK

andoverseas.

John is a non-executive director

on several plc boards and chairs

a number of audit committees.

LISTED COMPANY AND OTHER

RELEVANT DIRECTORSHIPS

– BH Macro Limited

– TwentyFour Income Fund

Limited

– Super Group Limited

DATE OF APPOINTMENT:

1 January 2016

BACKGROUND AND EXPERIENCE

A resident in the UK, Giles is a

founder of Amber Infrastructure

and has worked in the

infrastructure investments

sectorfor over 25 years.

Giles is a director of the

ultimate holding company of

the Investment Adviser to the

Company and various of its

subsidiaries.

LISTED COMPANY AND OTHER

RELEVANT DIRECTORSHIPS

Giles is also a director of a

number of the Company’s

subsidiary and investment

holding entities and of other

entities in which the Company

has an investment. He does not

currently receive directors’ fees

from these roles

DATE OF APPOINTMENT:

2 August 2006

Audit and Risk Committee

ESG Committee

Investment Committee

MERIEL LENFESTEY

Chair, ESG Committee

JOHN LE POIDEVIN

Senior Independent Director

GILES FROST

Non-Independent Director

Management Engagement Committee

Nomination & Remuneration Committee

Risk Sub-Committee

3 John Le Poidevin and Giles Frost will be retiring from the Board at the 2025 AGM.

Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

overview CORPORATE GOVERNANCEStrategic report

CORPORATE GOVERNANCE REPORT

INTRODUCTION

The Board of Directors is committed to high standards of corporate

governance and has put in place a framework for corporate

governance which it believes is appropriate for an investment

company that is a constituent of the FTSE 250 and FTSE

All-Share indices.

The Board is accountable for the overall direction and oversight

of the Company, for agreeing its strategy, monitoring its financial

performance, and setting and monitoring its risk appetite.

This section describes how the Company is governed. It explains

how the Board is organised and operates, including the roles and

composition of each of its Committees, and provides details on its

Board members and how they are remunerated. As an investment

company, the Company has no employees and relies on the advice

and expertise of its key suppliers, notably its Investment Adviser.

This section therefore also explains the nature of the Company’s

relationship with the Investment Adviser, and how this is managed,

including the remuneration of the Investment Adviser.

COMPLIANCE WITH CORPORATE GOVERNANCE

CODESAND REGULATIONS

The Company is listed on the London Stock Exchange and is

required to confirm its compliance with (or explain departures from)

the UK Corporate Governance Code (the ‘UK Code’). The Company

is a member of the AIC and has put in place arrangements to

comply with the AIC Code which, in accordance with the AIC

Code, enables it to comply with the UK Code in areas that are of

specific relevance to investment companies. The Guernsey Financial

Services Commission (the ‘GFSC’) has confirmed that companies

that report against the UK Code or AIC Code are deemed to meet

the Guernsey Code of Corporate Governance. In August 2024, the

AIC Code was updated and endorsed by the Financial Reporting

Council (‘FRC’) and the 2024 AIC Code applies to accounting

periods beginning on or after 1 January 2025, with the exception

of Provision 34 which will apply to accounting periods beginning

on or after 1 January 2026. The AIC Code is available from the AIC

website (www.theaic.co.uk). The UK Code is available from the FRC

website (www.frc.co.uk).

As an investment company, most of the Company’s day-to-day

responsibilities are delegated to third parties. The Company does

not have any executive directors. The UK Code’s two separate

principles of setting out the responsibilities of the chief executive

and disclosing the remuneration of executive directors (Principles G

and Q of the UK Code) are therefore not applicable. The Company

has complied with all remaining recommendations of the AIC Code

throughout the year.

MIKE GERRARD

CHAIR

International Public Partnerships Limited

Annual Report and financial statements 2024

Although the Company is registered in Guernsey, in accordance

with the guidance set out in the AIC code, this Annual Report

contains a description of how the Directors have considered matters

set out in Section 172 of the UK Companies Act 2006 in relation to

stakeholder engagement and the success of the Company.

See page 50 to 51 for more information.

During the year, the Company was subject to the UK Packaged

Retail and Insurance-based Investment Product (‘PRIIPs’)

Regime(‘the Regulation’). In accordance with the requirements

ofthe Regulation, the Company published and updated its

three-page Key Information Document (‘KID’) on 5 September

2024. The KID is available on the Company’s website,

https://www.internationalpublicpartnerships.com/investors/reports-

and-publications, and will be updated following the publication

of the Company’s financial results, in accordance withthe

amendments required by the Regulation and thereafter at least

every 12 months.

BOARD AND COMMITTEES

The Board sets the strategy for the Company and makes decisions

on changes to the portfolio (including approval of acquisitions,

disposals and valuations) and corporate actions, including

the payment of dividends and return of capital to investors.

Through Committees, and the use of external independent advisers,

itmanages risk and governance of the Company. The Board has

a majority of independent directors – currently seven of the eight

directors are independent.

BOARD OF DIRECTORS

The Board of Directors currently consists of eight non-executive

directors, whose biographies, on pages 68 to 69, demonstrate a

breadth of investment and business experience.

The Board is chaired by Mike Gerrard, who was considered to

be independent upon appointment and remains independent

throughout his term of service for the purposes of the AIC Code.

For the purposes of the AIC Code, Giles Frost is not treated

as being an independent director, due to his relationship with

the Company’s Investment Adviser. In accordance with the AIC

Code, all other non-executive directors were independent of the

Company’s Investment Adviser on appointment to the Board and

continue to remain so. As Giles Frost will not be seeking re-election

and will retire from the Board at the 2025 AGM, the Company will

consist of all independent directors from 4 June 2025 onwards.

BOARD TENURE AND RE-ELECTION

Directors do not have service contracts. Directors are appointed

under letters of appointment, copies of which are available at the

registered office of the Company. All Directors offer themselves for

re-election on an annual basis. The Board considers its composition

and succession planning on an ongoing basis. In accordance with

the AIC Code, when and if any Director has been in office (or on

re-election would at the end of that term of office have been in

office) for more than nine years, the Company will consider further

whether there is a risk that such a director might reasonably be

deemed to have lost independence through such long service.

At the forthcoming AGM, John Le Poidevin and Giles Frost will

notseek re-election and will retire from the Board.

DIRECTORS’ DUTIES AND RESPONSIBILITIES

The Directors have adopted a set of Reserved Powers,

whichestablish the key purpose of the Board and detail its

majorduties and is available on the Company’s website,

www.internationalpublicpartnerships.com.

These reserved powers of the Board have been adopted by the

Directors to demonstrate clearly the importance with which the

Board takes its fiduciary responsibilities and as an ongoing means

ofmeasuring and monitoring the effectiveness of its actions.

The Board monitors the Company’s share price and NAV and

regularly considers ways in which shareholder value may be

enhanced. These may include implementing marketing and

investor relations activities, appropriate management of share price

premium/discount and the relative positioning and performance

of the Company to its competitors. The Board is also responsible

for safeguarding the assets of the Company and for taking

reasonable steps for the prevention and detection of fraud and

otherirregularities.

The Board recognises the important role the Company’s portfolio

investments have in supporting the communities they serve. To

ensure that they fully appreciate the impact of the investments,

the Board undertakes regular visits to the Company’s assets and,

during 2024, visited a number of the Company’s investments, which

facilitate education, offer safe and affordable travel, and deliver

leading health services and research.

Individual directors may, at the expense of the Company, seek

independent professional advice on any matter that concerns

them in the furtherance of their duties. The Company maintains

appropriate Directors’ and Officers’ liability insurance in respect

of legal action against its directors on an ongoing basis and the

Company has maintained appropriate cover throughout the year.

All new directors receive introductory support and education about

the infrastructure sector, and the Company, from the Investment

Adviser upon joining the Board and, in consultation with the Board

Chair, all directors are entitled to receive other relevant ongoing

training as necessary.

Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

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CORPORATE GOVERNANCE REPORT continUeD

BOARD DIVERSITY

The Board is committed to maintaining the appropriate balance of

skills, gender, knowledge and experience among its members to

ensure strong leadership of the Company. The Board currently has

four female directors, making the gender balance 50% female and

50% male. Currently, four of the sub-committee Chair positions are

all held by female directors. In addition, post-year end, the Company

was ranked 25th in the ‘FTSE 350’s Investment Trust Rankings

2024 Women on Boards’ only.

The Board always appoints individuals on merit considering a

balance of skills, qualities and experience that the Board feels are

important to function, enhance and grow as a FTSE 250 board.

The Board strongly believes that diversity of backgrounds,

perspectives and insights is a critical tenet of dynamic and robust

decision making and is keen to enhance the diversity of its

composition, including consideration of potential candidates with

the appropriate skills and experience for whom this would be their

first appointment as a non-executive director of a listed company.

With this critical tenet in mind, the Board is further committed to

complying with the FCA UK Listing Rules (which in turn is in line

with a similar recommendation of the Parker Review committee)

that each FTSE 250 board have at least one director from an ethnic

minority background for accounting periods starting on or after

1 April 2022.

As an externally managed investment company with no chief

executive officer (‘CEO’) or chief financial officer (‘CFO’), the roles

which qualify as senior under FCA guidance are Chair and Senior

Independent Director (‘SID’). The Board also considers the Audit

Committee Chair to represent a senior role within this context. At

31 December 2024, the Board met the targets on the percentage

that are women, and ethnic diversity. The following table sets out

the required information on diversity and inclusion, reflecting on the

gender and ethnic background of the Board as at 31 December

2024 in accordance with the requirements of the UK Listing

Rules. The information has been self-provided by the individuals

concerned. The questions asked were: “Which gender do you

identify by” and “Which of the FCA ethnicity groups do you consider

yourself to fall within?”.

Number

of Board

Members

Percentage

of the

Board

Number

of Senior

Positions

Male 4 50% 2

Female 4 50% 1

White British or other White

(includingwhite minority groups) 7 88% 3

Black African 1 12% –

BOARD REMUNERATION

The Nomination and Remuneration Committee considers matters

relating to the Directors’ remuneration, taking into account

benchmark information (including fees paid to directors of

comparable companies). All fees payable to the Directors should

also reflect the time spent by the Directors on the Company’s affairs

and the responsibilities borne by the Directors and be sufficient to

attract, retain and motivate Directors of a quality required to run the

Company successfully.

The Nomination and Remuneration Committee conducted an

internal assessment of Board remuneration. The internal review of

the remuneration policy undertaken benchmarked the Company’s

position against listed peer funds in the core infrastructure and

wider infrastructure sector. The inflationary landscape, increased

time commitments of the Directors during the year under review and

additional responsibilities placed on certain Board members were

considered. Accordingly, and with effect from 1 January 2025, the

Board is recommending that shareholders approve the remuneration

levels proposed in the comparative table set out below.

Position

2025

Fee P.A.

2024

Fee P.A.

Board Chair 111,8 0 0 106,500

Director (Independent and

Non-Independent) 62,000 59,000

Audit and Risk Committee Chair

18,600 17,700

Senior Independent Director

5,000 4,000

Risk Sub-Committee Chair

5,000 3,500

Management Engagement

CommitteeChair

5,000 3,500

Nomination and Remuneration

Committee Chair

5,000 3,500

ESG Committee Chair

5,000 3,500

1 These are additional fees payable to Directors chairing a committee.

International Public Partnerships Limited

Annual Report and financial statements 2024

There are no long-term incentive schemes provided by the

Company and no performance fees, or bonuses paid to directors.

Any changes to directors’ aggregate remuneration are considered

atthe AGM of the Company.

Director

2024 Fees

2023 Fees

Mike Gerrard 106,500 101,400

Giles Adu 19,599 –

Julia Bond 63,395 61,550

Stephanie Coxon 70,650 59,450

Sally-Ann David 62,759 59,450

Meriel Lenfestey 63,705 59,450

John Le Poidevin 70,540 76,800

Giles Frost

59,000 56,200

1 The emoluments for Giles Frost are paid to his employer Amber Infrastructure Limited,

arelated company of the Company’s Investment Adviser.

Giles Frost is also a director of a number of other companies

in which the Company directly or indirectly has an investment,

although he does not control or receive remuneration in relation

tothese entities.

In addition to the director fees above, John Le Poidevin served as

a director to three Luxembourg subsidiary entities of International

Public Partnerships and was entitled to fees of £9,930 in total

for the year ended 31 December 2024. The Nomination and

Remuneration Committee recommended an increase to £3,475.50

per entity for 2025.

DIRECTORS’ INTERESTS

Directors who held office at 31 December 2024 had the following

interests in the shares of the Company:

Director

31 December

2024

Number of

Ordinary

31 December

2023

Number of

Ordinary

Mike Gerrard 279,789 279,789

Giles Adu - -

Julia Bond 132,226 114,694

Stephanie Coxon 25,505 10,000

Sally-Ann David 30,303 30,303

Meriel Lenfestey 33,142 25,142

John Le Poidevin 327,898 3 27, 8 9 8

Giles Frost

1,052,246 1,009,965

1 All shares are beneficially held.

2 Holds some shares through a personal investment company.

On 4 February 2025, John Le Poidevin acquired 86,972 shares,

increasing his holdings to 414,870.

Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

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COMMITTEES OF THE BOARD

The Board has established five Committees consisting of the independent non-executive directors. The responsibilities of these Committees

are described below. Terms of reference for each committee have been approved by the Board and are available on the Company’s website

(www.internationalpublicpartnerships.com). In addition to the Chair of the Board, a Senior Independent Director is appointed as an alternative

point of contact for shareholders and leads on matters where it is not appropriate for the Chair to do so.

BOARD

Responsibilities

– Statutory obligations and public disclosure

– Sets overall strategy for investments

– Strategic matters and financial reporting

– Board composition and accountability to shareholders

– Risk assessment and management, including reporting

compliance, monitoring, governance and control

– Responsible for financial statements

ENVIRONMENTAL, SOCIAL AND GOVERNANCE COMMITTEE

Delegated responsibilities

– Review the Company’s ESG policies, principles

andstandards

– Provide strategic advice to the Board on ESG-related

matters and policies

– Challenge the implementation of ESG policies through

the investment and divestment approval process

– Provide a forum in which the Board and Investment

Adviser can discuss and share ideas in relation to

evolving ESG-related initiatives

INVESTMENT COMMITTEE

Delegated responsibilities

– Review investment and divestment proposals, including

ensuring that proposals are properly prepared and that the

approval process has been followed

– Ensure proposals are compliant with the Company’s

Investment Policy and strategy

– Ensure that proposals do not breach Articles of Incorporation,

Prospectus or other constitutional documents

– Determine whether proposals are appropriate for

investment or divestment and then, assuming the

opportunity is approved, authorise the Investment Adviser

to enact the transaction

MANAGEMENT ENGAGEMENT COMMITTEE

Delegated responsibilities

– Review on a regular basis the performance of the

Investment Adviser and the Company’s other advisers

and major service suppliers to ensure that performance

is satisfactory and in accordance with the terms and

conditions of the respective appointments

– Review the terms of the Investment Advisory Agreement

and recommend any changes considered necessary

– Ensure there are no conflicts of interest between

servicepartners

NOMINATION AND REMUNERATION COMMITTEE

Delegated responsibilities

– Undertake annual Board performance evaluation

– Review remuneration of the Board and its Committees

– Review, and change as necessary, structure, size and

composition of the Board

– Identify and appoint suitable Board candidates as

vacancies arise and ensure succession planning is inplace

– Articulate the roles of the Chair and Non-Executive

Directors

– Conduct induction training for new Board members

AUDIT AND RISK COMMITTEE

Delegated responsibilities

– Monitor the integrity of financial statements

– Review the effectiveness and internal control policies and

procedures over financial reporting and identification,

assessment and reporting of risk

– Review the effectiveness of the Company’s risk

management framework, including in relation to the

Investment Policy and the risk management procedures

of the Investment Manager and other third-partyproviders

– Review the Company’s financial and accounting policies

– Advise the Board on appointment of the external auditor

and responsible for oversight and remuneration of the

externalauditor

International Public Partnerships Limited

Annual Report and financial statements 2024

AUDIT AND RISK COMMITTEE

The Audit and Risk Committee is comprised of the full Board, with

the exception of Mike Gerrard as Board Chair and Giles Frost as a

Non-Independent Director. However, Mike Gerrard and Giles Frost

routinely attend meetings of the Audit and Risk Committee

as observers.

Following the 2024 AGM, Stephanie Coxon succeeded John Le

Poidevin as Chair of the Audit and Risk Committee, with Sally-Ann

David remaining as the current Chair of the Risk Sub-Committee.

The duties of the Audit and Risk Committee in discharging its

responsibilities are outlined in the Audit and Risk Committee Report

on pages 79 to 81.

In respect of its risk management function, the Audit and Risk

Committee, through the separately convened Risk Sub-Committee,

is also responsible for reviewing the Company’s risk management

function and framework, in relation to the Investment Policy of the

Company, including the acquisition and disposal of assets, the

valuation of assets and ensuring that the risk management function

of the Investment Adviser, Administrator and other third-party

service providers are adequate and to seek assurance of the same.

The Audit and Risk Committee formally reviews the Company’s

overall approach to risk management on an annual basis and its

risk register on at least a quarterly basis. Topics considered during

the year can be found in the Audit and Risk Committee Report on

pages 79 to 81. The Committee is satisfied that the key risks that

could impact the Company and its investments were effectively

mitigated and reported upon and were broadly in line with those

of the Company’s relevant industry peers.

INVESTMENT COMMITTEE

The Investment Committee is comprised of the full Board, with the

exception of Giles Frost as a Non-Independent Director, and

is chaired by Mike Gerrard, as Chair of the Company.

The Committee considers proposals relating to the acquisition

and disposal of investments and, if thought fit, approves those

proposals. Details of the transactions completed during the year

are outlined on pages 18 to 20 of this Annual Report.

MANAGEMENT ENGAGEMENT COMMITTEE

The Management Engagement Committee is comprised of the full

Board, with the exception of Giles Frost as a Non-Independent

Director. Following the 2024 AGM, Julia Bond succeeded Meriel

Lenfestey as Chair of the Management Engagement Committee.

The duties of the Management Engagement Committee in

discharging its responsibilities are outlined in the diagram on

page74.

The Management Engagement Committee carries out its review

of the Company’s advisers through consideration of objective

and subjective criteria and through a review of the terms and

conditions of the advisers’ appointments, with the aim of evaluating

performance, identifying any weaknesses and ensuring value for

money for the Company’s shareholders.

During the year, the Management Engagement Committee formally

reviewed the performance of the Investment Adviser and other key

service providers to the Company and no material weaknesses were

identified. Overall, the Committee confirmed its satisfaction with the

services and advice received. As has been referred to extensively

elsewhere in this document, post year-end, amendments to the IAA

were agreed that further aligned the Investment Advisor’s interests

with those of our shareholders. Further information can be found in

the Chair’s Letter and on pages 4 to 7.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is comprised of the

full Board, with the exception of Giles Frost as a Non-Independent

Director. Following the 2024 AGM, Sally-Ann David succeeded

Stephanie Coxon as Chair of the Nomination and Remuneration

Committee. The Committee is formally charged by the Board to

consider the structure, size, remuneration, skills and composition

of the Board. This includes its diversity and inclusion development

in line with the Company’s responsible investment objective and

management of material ESG factors, ensuring diversity is strongly

reflected at Board level as outlined on page 72. It also oversees the

appointment and reappointment of directors, taking into account

the expertise and diversity of the candidates and their independence

(see page 74 for more detail on the Committee).

For the Director recruitment process, the Nomination and

Remuneration Committee developed a role specification with the

assistance of an external recruiter to identify potential candidates

for consideration, with a shortlist of candidates being interviewed

by Committee members before a final decision was taken to

recommend the appointment of Giles Adu to the Board.

The Nomination and Remuneration Committee will continue to

review structure, size and composition of the Board and report on

succession planning annually to preserve continuity by phasing the

retirement of Directors approaching nine years of service.

In accordance with the UK Corporate Governance Code required

for listed companies on the London Stock Exchange, the Company

undertakes an externally facilitated evaluation every three years.

The Company’s most recent external evaluation was conducted in

2023. In 2024, the Board undertook an internal evaluation co-

ordinated by the Company Secretary. As part of this process, Board

members completed a comprehensive questionnaire designed to

assess the performance and effectiveness of the Board, its Chair

and its Committees. A report of the findings of the evaluation was

presented and considered by the Nomination and Remuneration

Committee. No material issues were identified, and the review

concluded that the Board operated well, with skill and focus and

in a harmonious and supportive manner. A small number of areas

were identified for further focus, including meeting structure and

adviser attendance.

Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

overview CORPORATE GOVERNANCEStrategic report

CORPORATE GOVERNANCE REPORT continUeD

ESG COMMITTEE

The ESG Committee is comprised of the full Board. Following the 2024 AGM, Meriel Lenfestey succeeded Julia Bond as Chair of the ESG

Committee. The Company’s ESG Committee provides a forum for discussion, support and challenge with respect to ESG matters, including

the adoption of policies by the Company in relation to both investments and divestments, as well as Amber’s asset management activities

and reporting policies.

The ESG Committee meets at least twice a year and supports the Board in managing the Company’s ESG performance. Please refer to the

Company’s Sustainability Report for more information on the ESG Committee and workstreams that have been delivered during the year.

BOARD AND COMMITTEE MEETING ATTENDANCE

The full Board meets at least four times per year and in addition there is regular additional contact between the Board, the Investment

Adviser, the Administrator and the Company Secretary. The agenda and supporting papers are distributed in advance of quarterly Board and

Committee meetings to allow time for appropriate review and to facilitate full discussion at the meetings.

The table below lists Directors’ attendance at Board and Committee meetings during the year. In addition, during the year, two ad hoc

Board meetings and two Board Committee meetings

took place to finalise matters that had been approved in principle at full meetings

of the Board. Furthermore, three ad hoc Investment Committee meetings were held during the year, in accordance with the terms of the

Committee, to consider investment recommendations prepared by the Investment Adviser.

Directors

Quarterly

Board

Audit and Risk

Committee

ESG

Committee

Management

Engagement

Committee

Nomination and

Remuneration

Committee

Maximum number 4 7 3 5 4

Mike Gerrard

4 n/a 3 5 4

Giles Adu

2 3 1 3 1

Julia Bond 4 7 3 5 4

Stephanie Coxon 4 7 3 4 4

Sally-Ann David 4 7 3 5 4

Meriel Lenfestey 4 7 3 5 4

John Le Poidevin 4 7 3 5 4

Giles Frost

4 n/a 2 n/a n/a

1 Board Committee meetings are formed of any two or more members of the Board and do not require full attendance. All members of the Board are appraised of the matters to be discussed

at the Committee meeting and have the opportunity to raise questions to the Board Chair, Investment Adviser or other advisers, as required.

2 Mike Gerrard is not a member of the Audit and Risk Committee but attended these meetings as an observer.

3 Giles Adu joined the Board on 1 September 2024, at which point there had been two Board meetings, four Audit and Risk Committee meetings, two ESG Committee meetings, two

Management Engagement Committee meetings and three Nomination and Remuneration Committee meetings.

4 Giles Frost is not a member of the Audit and Risk Committee, Management Engagement Committee, Nomination and Remuneration Committee or the Investment Committee. While Giles

Frost attended the majority of ad hoc Board and Committee meetings, as these meetings considered recommendations from the Investment Adviser, his presence does not count towards

the quorum so has been excluded from this tally.

The Board has reviewed the composition, structure and diversity of

the Board, succession planning, the independence of the Directors

and whether each of the Directors has sufficient time available to

discharge their duties effectively. The Board confirms that it believes

it has an appropriate mix of skills and backgrounds, that a majority

of directors should be considered as independent in accordance

with the provisions of the AIC Code and that all Directors have the

time available to discharge their duties effectively.

Notwithstanding that a number of the independent directors sit

on the boards of other listed companies, the Board noted that

these individuals are exclusively non-executive directors and that

listed investment companies generally require less day-to-day

responsibility and time commitment than trading companies.

Furthermore, the Board noted that attendance at all Board and

Committee meetings during the year was high by all Directors

and that each Director has always shown the time commitment

necessary to fully and effectively discharge their duties as a director.

Accordingly, the Board recommends that shareholders vote

in favour of the re-election of all Directors who are putting

themselves forward for re-election at the forthcoming AGM.

Please refer to page 72 outlining the Board’s approach to diversity

and re-election.

RELATIONSHIP WITH ADMINISTRATOR

ANDCOMPANYSECRETARY

Ocorian Administration (Guernsey) Limited (‘Ocorian’) acts as

Administrator and Company Secretary and is responsible to

the Board under the terms of the Administration Agreement.

Noting that final responsibility lies with the Board, the

Administrator ensures compliance with Guernsey Company Law,

London Stock Exchange listing requirements, the regulatory

requirements of the Guernsey Financial Services Commission,

anti money-laundering regulations, corporate governance best

practice and observation of the Reserved Powers of the Board

and in this respect the Board receives detailed quarterly reports.

The Directors have access to the advice and services of the

Company Secretary, who is responsible to the Board for ensuring

that Board procedures are followed and that it adheres to

applicable legislation, rules and regulations as referred to above.

International Public Partnerships Limited

Annual Report and financial statements 2024

RELATIONSHIP WITH THE INVESTMENT ADVISER

The Directors are responsible for the overall management and direction of the affairs of the Company. Under the IAA, Amber Fund Management

Limited (a member of the Amber Infrastructure Group Holdings Limited group of companies) acts as Investment Adviser to the Company to

review and monitor current investments and to advise the Company in relation to strategic management of the investment portfolio.

CONTRACTUAL ARRANGEMENTS AND FEES

The Company has a long-standing relationship with the Investment Adviser, and through mechanisms such as the IAA, the Board ensures

the ongoing alignment of interest between the Company, its shareholders and the Investment Adviser.

The IAA allows for the provision of investment advisory and certain other financial services to the Board. In return, the Investment Adviser

previously received fees principally based on the GAV

of the Company as well as a contribution to expenses. As discussed in the Chair’s

Letter, as part of the package of measures designed to strengthen the Company’s position in the current environment as well as ensure it is

well-positioned for the longer-term, the Board and the Investment Adviser have agreed to a change in the fee basis.

From 1 July 2025, the fees paid to the Investment Adviser in respect of each quarter will be based on the equal weighting of, (i) the

average of the closing daily market capitalisation of the Company during that quarter, and (ii) the most recently published NAV. Based on

the current share price discount to the NAV, this fee change is expected to reduce the ongoing management fee by approximately 10%

per year, providing additional value for shareholders, as well as closer alignment. The basis for the calculation of the previous and new fee

arrangements are set out below.

Fee basis to 30 June 2025 Fee basis from 1 July 2025

For fully operational assets

1.2% for the first £750m

The GAV of the portfolio

The equal weighting of, (i) the

average of the closing daily

market capitalisation, and (ii) the

most recently published NAV

1.0% for the amount that exceeds £750m but is less than £1.5bn

0.9% for the amount that exceeds £1.5bn but is less than £2.75bn

0.8% for the amount in excess of £2.75bn

For the portion of assets bearing construction risk

1.2% for the portion of the fee basis that bears construction risk

(i.e.the asset has not fully completed all construction stages including

any relevant defects period and achieved certification by the relevant

counterparty and senior lender)

The GAV of the portfolio

The equal weighting of, (i) the

average of the closing daily

market capitalisation, and (ii) the

most recently published NAV

The IAA will include a provision to ensure that the amount of the

base fee payable under the new fee arrangement cannot exceed

the amount payable under the existing arrangements.

The Investment Adviser will continue to be entitled to an asset

origination fee of 1.5% of the value of new investments acquired

by the Company. It should be noted that, generally, the Investment

Adviser bears the risk of abortive transaction origination costs.

The Board considers that, given the long-term nature of the

Company’s investments, its responsibility for the detailed day-to-

day delivery of management services and relationships with public

sector clients, it is important that it benefits from the continuity of

service provided by a long-term advisory partner. As a result, the

new arrangements agreed with the Investment Advisor retain the

current five-year notice period. To ensure that shareholder interests

are protected, termination provisions continue to be in place to

ensure that, in the event of poor investment performance, the

Company has the ability to remove the Investment Adviser.

The Company and the Investment Adviser have agreed with effect

from 1 July 2025 to remove the Company’s formal right of first

refusal over investment opportunities meeting its investment criteria

that come to the attention of the Investment Adviser or its US-based

shareholders (Hunt Companies and Boyd Watterson). Both the

Company and the Investment Adviser are keen to emphasise that

they do not expect any change in the quality, suitability, diversity

or volume of investment opportunities being made available to

INPP asa result of this change and the Investment Adviser fully

expects to continue its 18-year track record of developing long term

pipelines of investment opportunities for the Company.

INVESTMENT APPROVAL PROCESS

As outlined above, the Investment Committee, comprised of

independent directors of the Company, make decisions with

respect to new investments or divestments after reviewing

recommendations made by the Company’s Investment Adviser.

TheInvestment Adviser has a detailed set of procedures and

approval processes in relation to the recommendation it makes

tothe Board.

1 Cash receipts from capital raisings and tap issuances are not included in the GAV for the purposes of the calculation of base fees until such receipts are invested for the first time.

Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

overview CORPORATE GOVERNANCEStrategic report

CORPORATE GOVERNANCE REPORT continUeD

It is expected that further investments will be sourced by the

Investment Adviser. It is likely that some of these investments will

have been originated and developed by, and in certain cases may

be acquired from, other members of the Investment Adviser’s

group. Where that is the case, the conflicts management process

summarised below is followed.

MANAGING CONFLICTS OF INTEREST

The Company has established detailed procedures to deal with

conflicts of interest that may arise on investments acquired from

the Investment Adviser’s group and manage conduct in respect

of any such acquisitions. The Company’s Board has a majority

of independent members and a Chair who is independent of

the Investment Adviser. Each Director is required to inform the

Board of any potential or actual conflicts of interest prior to

Board discussions.

The potential conflicts of interest that may arise include when an

Amber entity is an existing investor in the target entity while an

associated company, AFML, acts on the ‘buyside’ as Investment

Adviser to the Company. The IAA contains procedures with the

intention of ensuring that the terms on which the vendors of

such assets dispose of their assets are fairandreasonable to the

vendors; and on the ‘buyside’ the Company as Investment Adviser

must be satisfied as to the appropriateness of the terms for and

the price of the acquisition. For more details on the features of this

procedure please refer to theCompany’s latest prospectus available

on the website: www.internationalpublicpartnerships.com.

The acquisition of all assets, including those from any associate of

the Investment Adviser is considered and approved in advance by

the Investment Committee. In considering any such acquisition, the

Investment Committee will, as it deems necessary, review and ask

questions of the Buyside Committee of the Investment Adviser and

the Group’s other advisers and the acquisition will be approved by

the Committee on the basis of this advice. The purpose of these

procedures is to ensure that the terms upon which any investment

is acquired from a member of the Amber group is on an arm’s

lengthbasis.

RISK MANAGEMENT AND INTERNAL CONTROLS

The Board is responsible for overall risk management with

delegation provided to the Audit and Risk Committee. The system

of risk management and internal control has been designed to

manage, rather than eliminate, the risk of failure to meet the

business objectives. Regard is given to the materiality of relevant

risks and therefore the system of internal control cannot provide

absolute assurance against material misstatement or loss.

This process, which covers the Company and its consolidated

subsidiaries and therefore the consolidated Group taken as a whole,

is outlined in further detail in the Risk Report found on pages 52

to 64.

RELATIONS WITH SHAREHOLDERS

The Board places great importance on communication with

shareholders and encourages shareholders to share their views.

It has responsibility for communication with the investor base and

is directly involved in major communications and announcements.

The Board receives regular reports on the views of shareholders,

and the Board Chair and other Directors, including the Senior

Independent Director, are happy to make themselves available to

meet shareholders as required.

During the year, the Company held its Results Presentations online,

but saw an increase in day-to-day investor relations activities being

held in person. During 2024, the Investment Adviser and members

of the Board held formal meetings with over 300 shareholders,

including the Capital Markets Day, in addition to more informal

interactions. In addition, the Company held two Investor Meet

Company webinars to reach its retail shareholders. The Company

also maintained an active programme of sell-side engagement

and the Board is informed on a regular basis of all relevant

market commentary on the Company by the Investment Adviser,

Administrator and the Company’s Broker.

In February 2024, the Company held a Capital Markets Day

which was attended by c.60 institutional investors and sell-

side analysts. Members of the Board and representatives of the

Investment Adviser were in attendance. Agenda items included:

a market update which also covered the Company’s approach

to capital allocation; insights on the Company’s approach to

asset management; the challenges and opportunities presented

to infrastructure investors by the transition to net zero; a panel

discussion with representatives from the Company’s portfolio

investments, including Cadent and Angel Trains, and public sector

representation from the IPA. Recordings from the day are available

on the Company’s website.

The AGM of the Company provides an opportunity for shareholders

to meet and discuss issues with the Directors and with the

Investment Adviser. It is the Board’s policy to publish the results of

the voting at the AGM via the Regulatory News Service (‘RNS’) at

the completion of the meeting.

To promote a clear understanding of the Company, its objectives

and financial results, the Board aims to ensure that information

relating to the Company is disclosed in a timely manner.

The Company’s website (www.internationalpublicpartnerships.com)

enables investors to easily find publicly disclosed documents,

including Annual Reports and RNS announcements, together with

additional background information on its assets and corporate

practice. Investors can register to receive notifications (via email)

of RNS announcements that the Company issues. The Board

encourages investors to utilise this useful online resource.

Any shareholder issues of concern, including on corporate

governance or strategy, can be addressed in writing to the

Company at its registered office address (see Key Contacts).

MIKE GERRARD

CHAIR

26 March 2025

International Public Partnerships Limited

Annual Report and financial statements 2024

AUDIT AND RISK COMMITTEE REPORT

The Audit and Risk Committee (the ‘Committee’ for the purposes

of this section of the Annual Report) is an essential part of the

Company’s governance framework. The Board has delegated

oversight of the Company’s financial reporting, internal controls,

compliance and external audit to the Committee. The terms of

reference for the Committee, together with details of the standard

business considered by the Committee, have been approved

bytheBoard and are available on the Company’s website

(www.internationalpublicpartnerships.com).

The Committee is chaired by Stephanie Coxon, who replaced

JohnLe Poidevin as Chair following the AGM in June 2024.

Anoverview of the Committee’s work during the year and details

ofhow the Committee has discharged its duties are set out below.

COMMITTEE MEETINGS

The Committee meetings during the year were attended by the

Investment Adviser and Administrator by invitation. A representative

of the Company’s external auditor also attended those meetings

where the annual audit cycle, the Annual Report and financial

statements and the half-yearly financial report were considered.

The Audit and Risk Committee is comprised of the full Board,

with the exception of Mike Gerrard as Board Chair and Giles

Frost as a Non-Independent Director. All Committee members are

considered to be appropriately experienced to fulfil their role, having

significant, recent and relevant financial experience in line with the

UK Corporate Governance Code. Biographies of the Committee

members can be found on pages 68 to 69.

COMMITTEE AGENDA

The Committee’s agenda during the year included:

– Review of the Company’s risk profile, specific risks and mitigation

practices, including a focus on emerging risks;

– Assessment of the effectiveness of the Company’s internal control

systems, including coordinating an in-depth review of key internal

controls at the Investment Adviser’s office;

– Review of the regulatory environment within which the Company

operates;

– Review of the Committee’s adherence to the FRC’s Audit

Committees and the External Audit: Minimum Standard;

– Review of the Annual Report and financial statements and

half-yearly financial report and matters raised by the Investment

Adviser and the external auditors (including significant financial

reporting judgements and estimates therein), including

consideration of the positive FRC review observations;

– Review of the appropriateness of the Company’s accounting

policies;

– Consideration and challenging of the draft valuation of the

Company’s investments prepared by the Investment Adviser and

recommendations made to the Board on the appropriateness of

the portfolio valuation;

– Review of the effectiveness, objectivity and independence

of the external auditors, and the terms of engagement, cost

effectiveness and the scope of the audit; and

– Approving the external auditor’s plan for the current year end.

STEPHANIE COXON

CHAIR, AUDIT & RISK COMMITTEE

Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

overview CORPORATE GOVERNANCEStrategic report

AUDIT AND RISK COMMITTEE REPORT continUeD

KEY ACTIVITIES CONSIDERED DURING THE YEAR

The Committee undertook the following activities in discharging

itsresponsibilities during the year:

FINANCIAL REPORTING

The Committee reviewed the Company’s Annual Report and

financial statements, the half-yearly financial report and interim

quarterly updates prior to approval by the Board and advised the

Board with respect to meeting the Company’s financial reporting

obligations. The Committee reviewed the Company’s accounting

policies and practices, including approval of critical accounting

policies; consideration of the appropriateness of significant

judgements and estimates; and advising the Board as to its views

on whether the Annual Report and financial statements, taken as a

whole, was fair, balanced and understandable.

The Committee considered the most significant accounting

judgement exercised in preparing the consolidated financial

statements to be the basis for determining the fair value of the

Company’s investments, as detailed below.

Fair Value of Investments

The Company’s investments are typically in unlisted securities,

including shares and debt, hence market prices for such

investments are not typically readily available. Instead, the Company

uses a discounted cash flow methodology and benchmarks the

valuation inputs to market comparables in order to derive the

Directors’ valuation of investments.

Valuations are prepared by the Investment Adviser and the

methodology requires a series of judgements to be made, as

explained in note 11 to the financial statements. The valuation

process and methodology were discussed with the Investment

Adviser regularly during the year. Key areas of focus subject to

challenge were also discussed with the auditor as part of the year-

end audit planning and interim review processes. TheCommittee

challenged the Investment Adviser on the year-endfair value

of investments as part of its consideration of the audited

financialstatements.

During the year, the Committee reviewed the Investment Adviser’s

quarterly valuation reports, reports on the performance of the

underlying assets and the Investment Adviser’s assessment of

macroeconomic assumptions. No significant changes were made in

the year to the approach in the valuation process and the Investment

Adviser confirmed that the valuation methodology has been applied

consistently with prior years. The Committee also reviewed and

challenged the reasonableness of the valuation assumptions (which

include the underlying cash flows, discount rates, interest rates,

foreign exchange rates, inflation rates and taxrates).

The Committee scrutinised the quality and findings of the external

auditor in relation to their audit of the valuations, including its

assessment of the Investment Adviser’s underlying cash flow

projections and assumptions; macroeconomic assumptions; and

discount rate methodology and output. The auditor confirmed no

material adjustments were proposed.

The Committee concluded that a consistent valuation methodology

has been applied throughout the year and any forecast assumptions

applied were appropriate.

Revenue recognition

The Committee has considered the risk of inappropriate accounting

recognition of revenue to be a relatively low risk given the nature of

the Company’s activities.

Internal controls over financial reporting

The Committee satisfied itself that the system of internal control

and compliance over financial reporting was effective, through

consideration of regular reports from the Investment Adviser,

the Administrator and external third-party advisers. The Audit

Committee also conducted an in-depth review of key internal

controls at the Investment Adviser’s offices. The primary areas

covered included valuations, asset management, ESG, and

riskmanagement.

The Committee also considered the adequacy of resources,

qualifications and experience of staff in the finance function and

had direct access to and independent discussions with the external

auditor throughout the year.

Fair, balanced and understandable

The Committee seeks to establish arrangements to ensure fair,

balanced and understandable reporting. The Committee engaged

in extensive dialogue with the Investment Adviser throughout the

year and considered the interim and annual financial statements as

well as quarterly updates and reports prepared by the Investment

Adviser. Following review of the Company’s 2024 Annual Report

and financial statements, the Committee advised the Board that,

in its opinion, the Annual Report and financial statements, taken

as a whole, is fair, balanced and understandable and provides the

information necessary to assess the Company’s performance,

operating model and strategy.

FRC Review

During the year, the FRC’s Corporate Reporting Review team, as

part of its obligations under the Companies Act 2006, performed a

routine review of the Company’s 2023 Annual Report and financial

statements. The Committee is pleased to report that the FRC had

no immediate questions or queries to raise following the review.

In pursuit of continuous improvement in the quality of corporate

reporting, the Committee has taken into account any additional

recommendations made by the FRC when preparing the current

Annual Report and financial statements. The FRC review provides

no assurance that our Annual Report and financial statements

were correct in all material respects; the FRC’s role is not to

verify the information provided but to consider compliance with

reportingrequirements.

EXTERNAL AUDITOR

The Committee recommended to the Board the scope and terms

of engagement of the external auditor. The Committee considered

auditor objectivity and independence, audit tenure, audit tendering

and auditor effectiveness, as detailed below.

Objectivity and independence

In assessing the objectivity of the auditor, the Committee considered

the terms under which the external auditor may be appointed to

perform non-audit services, mindful of the ethical standards for

auditors and auditor independence.

International Public Partnerships Limited

Annual Report and financial statements 2024

Under the Company’s policy for non-audit services, there is a list of

permitted services for which the external auditor may be engaged,

where the Committee considers that the provision of such services

would not necessarily impact its independence. Potential services

to be provided by the external auditor with an expected value of

up to £50,000, and which are permitted by the policy, must be

pre-approved by the Chair of the Committee; any services above

this value require pre-approval by the full Audit and Risk Committee.

Non-audit fees represented 9% of total audit fees during the year

under review, relating only to the half-yearly review. PwC undertook

its standard independence and objectivity procedures in relation to

non-audit engagements and confirmed compliance with these to

the Committee. Further details on the amounts of non-audit fees

paid to the auditor are set out in note 7 to the financial statements.

These were reported to us and were not considered to be a

significant risk impacting the objectivity and independence of PwC

as external auditor.

Review of auditor effectiveness

The Committee performs an annual review of the objectivity, quality

and effectiveness of the audit, with consideration where appropriate

given to FRC Audit Quality Inspection Reports and FRC Practice

Aid guidance. The Committee conducted an in-depth review of

the auditor’s performance and the Committee was satisfied in this

regard. This was facilitated through discussions with the external

auditor, the completion of a questionnaire by relevant stakeholders

(including members of the Committee and senior members of the

Investment Adviser’s finance team), review and challenge of the

audit plan for consistency with the Company’s financial statement

risks, and review of the audit findings report. In accordance with the

relevant Corporate Governance Code principles, the Committee will

continue to review the effectiveness of the external auditor in line

with best practice.

Review of auditor’s remuneration

The Committee carried out a review of the proposed audit fees

for 2024. The audit fee for the Group (including unconsolidated

subsidiaries) increased on the prior year as a result of inflation and

scope changes. The Committee considers that the audit fees for

the current year are in line with the market and therefore represent

goodvalue for money for the Company’s shareholders.

Audit tendering and tenure

The Committee annually considers the reappointment of the external

auditor, including rotation of the audit partner. The external auditor is

required to rotate the audit partner responsible for the Group audit

every five years and the year to 31 December 2024 was the fourth

year for John Luff, the current lead audit partner. The Committee

remains actively engaged in endeavouring to ensure an appropriate

level of continuity of the team.

RISK MANAGEMENT

During the year, the Committee continued to ensure that the

Company’s risk management framework and processes remained

effective in managing the Company’s risks. Areas of note for the

year are discussed below. A review of significant developments

relating to the Company’s risks arising in the year can be found in

the Risk Management section of this Report, starting on page 52.

Viability assessment

The Committee carried out a robust assessment of the principal

and emerging risks facing the Company with a view to identifying

risks which may impact the Company’s viability. Detailed stress

tests, including an impact assessment on the Company’s forecasted

cash flows, showed significant resilience in the Company’s ability

to remain viable. The results of the risk assessment process are

detailed in the Viability Statement on page 65.

Controls review

As part of the Company’s ongoing cycle of annual controls

reviews, during the year an independent external review of the

Company’s controls framework in relation to ESG data collection

was completed. The review concluded that the controls in place

are suitably designed and effective in the management of ESG data

collection, quantification and disclosure.

Climate change

The Committee continued to strengthen the Company’s approach

to managing climate change risk. During the year, continued efforts

were made to embed climate change further in the reporting and

risk management process. Further details can be found in the

Responsible Investment section from page 40, and in the review

ofprincipal and emerging risks, from page 57.

REGULATORY AND TAX ENVIRONMENT

The Committee received regular reports from the Administrator and

Investment Adviser on regulation and regulatory developments.

The Company continues to maintain compliance with the

requirements of the Common Reporting Standard, the Retail

distribution of unregulated collective investment schemes (regulation

which the Company remains excluded from), the UK Criminal

Finance Act 2017, Alternative Investment Fund Managers Directive

(‘AIFMD’), The Foreign Account Tax Compliance Act (‘FATCA’), and

UK Packaged Retail and Insurance-based Investment Products

(EU Exit) Regulations 2019 as amended (‘UK PRIIPs’).

The Committee reviewed the Company’s adherence to the Audit

Committees and the External Audit: Minimum Standard (issued by

the FRC during 2023), and concluded that the Company meets or

exceeds the requirements contained therein. The Committee notes

that in respect of the requirement to review the FRC’s annual report

on the auditor as part of their oversight of auditor responsibilities,

that the FRC’s reports on Crown Dependency audit firms are

confidential private documents and therefore the Committee instead

held discussions with the external auditors to ascertain whether any

issues were raised in the FRC’s report on the audit firm that needed

to be brought to the attention of the Committee.

FOCUS FOR 2025

The Company will continue to focus on the impacts arising from

the current economic environment and wider market sentiment,

keep focus on regular and routine matters, as well as continuing

to monitor any political, tax and regulatory developments in its

applicable geographies.

STEPHANIE COXON

CHAIR, AUDIT AND RISK COMMITTEE

26 March 2025

Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

overview CORPORATE GOVERNANCEStrategic report

DIRECTORS’ REPORT

INTRODUCTION

The Directors present their Annual Report on the performance of

theCompany and Group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The Company is a limited liability, Guernsey-incorporated and

domiciled, authorised closed-ended investment company under

Companies (Guernsey) Law, 2008. The Company’s shares have a

premium listing on the Official List of the UK Listing Authority and

are traded on the main market of the London Stock Exchange.

The Chair’s Letter and Strategic Report contain a review of the

business during the year. A Corporate Governance Report is

provided on pages 70 to 78.

DIRECTORS’ INDEMNITIES

The Company has made qualifying third-party indemnity provisions

for the benefit of its Directors, which were made during the year and

remain in force at the date of this Report.

SUBSTANTIAL SHAREHOLDINGS

As at 31 December 2024, the Company had been notified, in

accordance with Chapter 5 of the Disclosure Guidance and

Transparency Rules, of the following interests in 5% or more of the

Company’s Ordinary Shares to which voting rights are attached:

Name of holder % Issued capital

No. of

Ordinary Shares Date notified

Investec Wealth

& Investment 13.39 255,668,619 6 May 2022

On 24 February 2025, a TR-1 Standard form for notification of

major holdings was issued to declare that Rathbones Investment

Management Ltd hold 14.99% issued capital and 280,270,488

shares in the Company. Investec Wealth & Investment has been

a part of Rathbones Group Plc since 2023.

DIRECTORS’ AUTHORITY TO BUYBACK SHARES AND

TREASURY SHARES

The Company commenced its share buyback programme in

January 2024. In September 2024, the Company announced

its intention to increase the existing share buyback programme

from £30m to up to £60m and extend the programme to the

end of March 2025. As at 31 December 2024, £42.9m worth of

shares had been bought back. The Company intends to increase

the capital being returned to investors by a further £140m from

the current programme of up to £60m, to a programme of up to

£200m, over the period to 31 March 2026. It is intended that the

return of capital will be funded by a combination of divestments and

surplus operating cash flow generated. While it is expected that the

programme may be delivered through share buybacks, other forms

of capital returns may also be considered.

The current authority of the Company to make market purchases

ofup to 14.99% of the issued Ordinary Share Capital expires on

2 June 2025. The Company will seek to renew such authority

at the AGM to take place on 3 June 2025. Any buyback of

Ordinary Shares will be made subject to Guernsey law and within

any guidelines established from time-to-time by the Board and

the making and timing of any buybacks will be at the absolute

discretionof the Board.

Purchases of Ordinary Shares will only be made through the

market at prices below the prevailing NAV of the Ordinary Shares

(as last calculated) where the Directors believe such purchases will

enhance shareholder value. Such purchases will also only be made

in accordance with the Listing Rules of the UK Listing Authority,

which provide that the price to be paid must not be more than 5%

above the average of the middle market quotations for the Ordinary

Shares for the five business days before the shares are purchased

(unless previously advised to shareholders). No such shares were

bought back by the Company during the prior year. Up to 10% of

the Company’s shares may be held as treasury shares.

GOING CONCERN

The Company and Group’s business activities, together with

the factors likely to affect the Company’s future development,

performance and position, are set out in the Strategic Report on

pages 4 to 65. The financial position, cash flows, liquidity position

and borrowing of the Company and Group are described in the

financial statements from page 84.

The Directors have considered significant areas of possible financial

risk, and comprehensive financial forecasts have been prepared and

submitted to the Board for review. The Directors have, based on the

information contained in these forecasts and the assessment of the

committed banking facilities in place, formed a judgement, at the

time of approving the financial statements, that the Company (and

consolidated subsidiaries) have adequate resources to continue in

operational existence for the 15 month going concern assessment

review period, and at least 12 months from the approvals of these

financial statements.

After consideration, the Directors are satisfied that it is appropriate

to adopt the going concern basis in preparing the

financial statements.

DIRECTOR DECLARATION

Each person who is a Director at the date of approval of this Annual

Report confirms that:

– So far as the Director is aware, there is no relevant audit

information of which the Company’s external auditor is unaware;

– Each Director has taken all the steps that he/she ought to have

taken as a Director in order to make himself/herself aware of any

relevant audit information and to establish that the Company’s

auditor is aware of that information. This confirmation is given

and should be interpreted in accordance with the provisions of

Section 249 of the Companies (Guernsey) Law, 2008.

MIKE GERRARD STEPHANIE COXON

CHAIR DIRECTOR

26 March 2025 26 March 2025

International Public Partnerships Limited

Annual Report and financial statements 2024

DIRECTORS’ RESPONSIBILITIES STATEMENT

The Directors are responsible for preparing financial statements

for each year which give a true and fair view, in accordance

with applicable Guernsey law and UK adopted international

accounting standards, of the state of affairs of the Company and its

consolidated subsidiaries (the ‘Group’) and of the profit or loss of

the Group for that year. In preparing those financial statements, the

Directors are required to:

– Select suitable accounting policies and then apply

them consistently;

– Make judgements and estimates that are reasonable;

– State whether applicable accounting standards have been

followed, subject to any material departures disclosed and

explained in the financial statements; and

– Prepare the financial statements on a going concern basis

unlessit is inappropriate to presume that the Group will

continuein business.

The Directors confirm that they have complied with the above

requirements in preparing the financial statements.

The Directors are responsible for keeping proper accounting

records, which disclose with reasonable accuracy at any time, the

financial position of the Group and enable them to ensure that the

financial statements comply with the Companies (Guernsey) Law,

2008. They are also responsible for safeguarding the assets of the

Group and hence for taking reasonable steps for the prevention

and detection of fraud, error and non-compliance with law

andregulations.

The maintenance and integrity of the Company’s website is the

responsibility of the Directors; the work carried out by the auditor

does not involve considerations of these matters and, accordingly,

the auditor accepts no responsibility for any change that may

have occurred to the financial statements since they were initially

presented on the website. Legislation in Guernsey governing the

preparation and dissemination of the financial statements may differ

from legislation in other jurisdictions.

RESPONSIBILITY STATEMENT OF THE DIRECTORS

INRESPECT OF THE ANNUAL REPORT AND

FINANCIALSTATEMENTS

The Directors each confirm to the best of their knowledge that:

– The consolidated financial statements, prepared in accordance

with UK adopted international accounting standards, give a true

and fair view of the assets, liabilities, financial position and net

return of the Group; and

– The Annual Report and financial statements includes a fair review

of the development and performance of the business and the

position of the Group, together with a description of the principal

risks and uncertainties faced.

DIRECTORS’ STATEMENT UNDER THE UK CORPORATE

GOVERNANCE CODE

The Board, as advised by the Audit and Risk Committee, has

considered the Annual Report and financial statements and, taken

as a whole, consider it to be fair, balanced and understandable and

that it provides the information necessary for shareholders to assess

the Company’s performance, business model and strategy.

By order of the Board

MIKE GERRARD STEPHANIE COXON

CHAIR DIRECTOR

26 March 2025 26 March 2025

Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2024

overview CORPORATE GOVERNANCEStrategic report

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED

REPORT ON THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS

OUR OPINION

In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of International Public

Partnerships Limited (the “company”) and its subsidiaries (together “the group”) as at 31 December 2024, and of their consolidated financial

performance and their consolidated cash flows for the year then ended in accordance with UK-adopted international accounting standards

and have been properly prepared in accordance with the requirements of the Companies (Guernsey) Law, 2008.

WHAT WE HAVE AUDITED

The group’s consolidated financial statements comprise:

– the consolidated balance sheet as at 31 December 2024;

– the consolidated statement of comprehensive income for the year then ended;

– the consolidated statement of changes in equity for the year then ended;

– the consolidated cash flow statement for the year then ended; and

– the notes to the consolidated financial statements, comprising material accounting policy information and other explanatory information.

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (“ISAs”). Our responsibilities under those standards are

further described in the Auditor’s responsibilities for the audit of the consolidated financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

INDEPENDENCE

We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the consolidated financial

statements of the group, as required by the Crown Dependencies’ Audit Rules and Guidance. We have fulfilled our other ethical

responsibilities in accordance with these requirements.

OUR AUDIT APPROACH

OVERVIEW

Audit scope

– The company is a closed-ended investment company, incorporated in Guernsey, whose ordinary shares are admitted to trading on the

Main Market of the London Stock Exchange;

– The group comprises both consolidated and unconsolidated entities. As disclosed under note 1 to the consolidated financial statements,

the company meets the definition of an ‘investment entity’ in accordance with IFRS 10 ‘Consolidated Financial Statements’ and therefore

accounts for its subsidiaries, with the exception of certain subsidiaries that are not themselves investment entities, at fair value through

profit or loss under IFRS 9 ‘Financial Instruments’. The company only consolidates those subsidiaries that are not themselves investment

entities and whose main purpose is to provide services relating to the company’s investment activities;

– We conducted our audit of the consolidated financial statements in Guernsey principally using the consolidated financial information

and supporting documentation provided by Amber Fund Management Limited (“Amber”) and Ocorian Administration (Guernsey) Limited

(“Ocorian”); both of whom the board of directors have delegated the provision of certain functions to; and

– We tailored the scope of our audit, and structured our audit team to incorporate support from our PwC valuation experts, taking into

account the nature and industry sector of the assets held within the investment portfolio; the involvement of third parties referred to above

and the accounting processes and controls.

Key audit matters

– Risk of fraud in revenue recognition

– Fair value measurement of investments at fair value through profit or loss

Materiality

– Overall group materiality: £67.9 million (2023: £72.9 million) based on 2.5% of equity attributable to equity holders of the parent

(i.e. net asset value)

– Performance materiality: £50.9 million (2023: £54.6 million)

International Public Partnerships Limited

Annual Report and financial statements 2024

THE SCOPE OF OUR AUDIT

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the consolidated financial

statements. In particular, we considered where the directors made subjective judgements; for example, in respect of significant accounting

estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also

addressed the risk of management override of internal controls, including among other matters, consideration of whether there was evidence

of bias that represented a risk of material misstatement due to fraud.

KEY AUDIT MATTERS

Key audit matters are those matters that, in the auditor’s professional judgement, were of most significance in the audit of the consolidated

financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to

fraud) identified by the auditor, including 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, and any comments we make on the results of our procedures

thereon, were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon,

and we do not provide a separate opinion on these matters.

This is not a complete list of all risks identified by our audit.

Key audit matter How our audit addressed the key audit matter

Risk of fraud in

revenue recognition

Interest income of £108.6

million and dividend

income of £93.4 million,

as disclosed in the

consolidated statement

of comprehensive income

and note 4, are measured

in accordance with

their respective stated

accounting policies.

Given the significance

of these amounts, we

considered the risk that

management may seek

to manipulate revenue

in order to report the

desired level of return

to investors, to be a

significant audit risk, and

accordingly this has been

reported as a key audit

matter.

– We assessed that the interest and dividend income recognition accounting policies are in compliance with

the financial reporting framework and checked that these have been applied appropriately.

– We understood and evaluated the internal control environment in place at the group around the recognition

of interest and dividend income.

– We performed the following substantive audit procedures to test revenue and check for any indication of

fraudulent manipulation:

– On a sample basis, we agreed dividend income to the relevant supporting documentation, including

dividend notices or board approvals, and traced the cash receipts to the relevant bank statements;

– On a sample basis, we recalculated interest income based on the contractual agreements in place;

– On a sample basis, we traced the cash received to date to the relevant bank statements, and checked

that any interest due but not received is appropriately accrued for at year end;

– We ensured that interest and dividends were recorded in the correct financial year by recalculating

accrued interest based on contractual terms and inspecting evidence for recorded dividends.

We obtained further evidence over cut-off through our audit work performed on investment valuations,

specifically through ‘lookback’ testing in which we compared the actual vs forecasted cash flows and

investigated variances exceeding an established threshold; and

– We included specific consideration of any unusual journals impacting revenue within our journals testing

as well as consideration of post year end journals to check for indications of cut-off concerns.

We have no matters to report to those charged with governance.

International Public Partnerships Limited

Annual Report and financial statements 2024

overview Strategic report FINANCIAL STATEMENTScorporate governance

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED continUeD

Key audit matter How our audit addressed the key audit matter

Fair value

measurement of

investments at fair

value through profit

or loss

The investment portfolio,

valued at £2.6 billion at

year end as disclosed in

the consolidated balance

sheet and note 11,

comprises investments in

infrastructure companies

which largely generate

long-term predictable

cash flows.

The valuation of the

group’s investment

portfolio involves

complexity and subjective

management estimates

as disclosed in note

2 to the consolidated

financial statements.

The magnitude of the

amounts involved means

that there is the potential

for material misstatement.

Since the driver of the

group’s net asset value

is the valuation of the

investment portfolio, this

is the key area of focus

for stakeholders and a

significant audit risk area,

and accordingly this has

been reported as a key

audit matter.

– We assessed that the investment valuation accounting policy for compliance with the financial reporting

framework and checked that the investments have been measured accordingly.

– We understood and evaluated the group’s processes, internal controls and methodology applied in

determining the fair value of the investment portfolio and tailored our audit approach accordingly.

– We tested the controls, which in our judgment are key in relation to investments at fair value through profit

or loss, by inspecting evidence of appropriate review and approval of the significant assumptions impacting

the valuation models (including macroeconomic assumptions and discount rates), as well as the quarterly

performance and actual vs forecast distribution variance analysis and certain investment model review

controls.

– We performed the following substantive procedures:

– We assessed the appropriateness of the discount rates and key macro-economic assumptions which

impact the entire investment portfolio, with the support of our valuation experts as described further below.

– We obtained the overall fair value reconciliation of opening to closing fair value from management and

corroborated significant fair value movements during the year, thereby assessing the reasonableness and

completeness of the movements in fair value for the year.

– We stratified the portfolio based on the nature of the underlying assets and performed a ‘lookback’

comparison of the forecast vs actual cash flows for the current financial year for each stratification

category.

– On a sample basis, we performed detailed testing on valuation models and significant inputs for the

selected sample, which was selected via risk and value-based targeted sampling comprising 64% of the

investment portfolio by value. This testing entailed challenging key inputs in the models and obtaining

appropriate supporting documentation and evidence.

– With the support of our PwC valuation experts, we corroborated and challenged the significant

assumptions made by management in valuing the risk-based selected sample of assets, as well as

performed a sensitivity analysis of significant subjective assumptions and checked the reasonableness of

the overall valuation of these assets with reference to comparable market transactions and our experts’

market knowledge; and

– With further support from our PwC valuation experts, we considered the reasonableness of the overall

portfolio valuation with reference to our industry understanding and assessment of the fair value analysis

prepared by Amber on behalf of, and subject to the review and approval of, the Directors.

– Further substantive tests performed over the risk and value-based sample of investments included:

– Back testing comparison of the forecast vs actual cash flows for the current financial year earned on each

individual asset in the sample; and

– Utilisation of a software tool to test the model integrity for each individual asset selected in our sample.

– In addition to the controls testing and substantive testing performed over the entire portfolio, as detailed

above, we performed a risk-based year on year variance analysis to identify, and investigate, any unusual

movements within the remaining 36% of the portfolio.

– On a sample basis, we obtained third party evidence of investment holdings and corroborated the details

obtained with the records held by the group and those used for investment valuation purposes to ascertain

ownership and existence.

We have no matters to report to those charged with governance.

HOW WE TAILORED THE AUDIT SCOPE

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the consolidated financial

statements as a whole, taking into account the structure of the group, the accounting processes and controls, the industry in which the

group operates, and we considered the risk of climate change and the potential impact thereof on our audit approach.

We have considered whether the consolidated subsidiary entities included within the group comprise separate components for the purpose

of our audit scope. However, having taken account of the group’s financial reporting systems and the related controls in place at Ocorian

and Amber, and based on our professional judgement, we have tailored our audit scope to account for the group’s consolidated financial

statements as a single component.

International Public Partnerships Limited

Annual Report and financial statements 2024

MATERIALITY

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together

with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on

the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate

on the consolidated financial statements as a whole.

Based on our professional judgement, we determined materiality for the consolidated financial statements as a whole as follows:

Overall group materiality £67.9 million (2023: £72.9 million)

How we determined it 2.5% of the equity attributable to equity holders of the parent (i.e. net asset value)

Rationale for benchmark applied

We believe that net assets is the most appropriate benchmark because this is the key metric of

interest to investors. It is also a generally accepted measure used for companies in this industry.

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected

misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature

and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes.

Our performance materiality was 75% (2023: 75%) of overall materiality, amounting to £50.9 million (2023: £54.6 million) for the group

financial statements.

In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment and

aggregation risk and the effectiveness of controls – and concluded that an amount at the upper end of our normal range was appropriate.

We agreed with the those charged with governance that we would report to them misstatements identified during our audit above £3.4

million (2023: £3.6 million) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.

REPORTING ON OTHER INFORMATION

The other information comprises all the information included in the Annual Report and Financial Statements (the “Annual Report”) but does

not include the consolidated financial statements and our auditor’s report thereon. The directors are responsible for the other information.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance

conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so,

consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in

the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material

misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities.

RESPONSIBILITIES FOR THE CONSOLIDATED FINANCIAL STATEMENTS AND THE AUDIT

RESPONSIBILITIES OF THE DIRECTORS FOR THE CONSOLIDATED FINANCIAL STATEMENTS

As explained more fully in the Directors’ Responsibilities Statement, the directors are responsible for the preparation of the consolidated

financial statements that give a true and fair view in accordance with UK-adopted international accounting standards, the requirements

of Guernsey law and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial

statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors are responsible for assessing the group’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 group or to cease operations, or have no realistic alternative but to do so.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the consolidated 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 will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques.

However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to

target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a

conclusion about the population from which the sample is selected.

International Public Partnerships Limited

Annual Report and financial statements 2024

overview Strategic report FINANCIAL STATEMENTScorporate governance

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED continUeD

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit.

We also:

– Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and

perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our

opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may

involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

– Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group’s internal control.

– Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made

by the directors.

– Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence

obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group’s ability to

continue as a going concern over a period of at least twelve months from the date of approval of the consolidated financial statements.

If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the

consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit

evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group to cease to continue

as a going concern.

– Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether

the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

– Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to

express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the

group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and

significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding

independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our

independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the

audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in

our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we

determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be

expected to outweigh the public interest benefits of such communication.

USE OF THIS REPORT

This report, including the opinions, has been prepared for and only for the members as a body in accordance with Section 262 of

The Companies (Guernsey) Law, 2008 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for

any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by

our prior consent in writing.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

COMPANY LAW EXCEPTION REPORTING

Under The Companies (Guernsey) Law, 2008 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;

– proper accounting records have not been kept; or

– the consolidated financial statements are not in agreement with the accounting records.

We have no exceptions to report arising from this responsibility.

International Public Partnerships Limited

Annual Report and financial statements 2024

CORPORATE GOVERNANCE STATEMENT

The Listing Rules require us to review the directors’ statements 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. Our additional responsibilities with respect to the corporate governance statement as other information are described in the

Reporting on other information section of this report.

The company has reported compliance against the 2019 AIC Code of Corporate Governance (the “Code”) which has been endorsed by the

UK Financial Reporting Council as being consistent with the UK Corporate Governance Code for the purposes of meeting the company’s

obligations, as an investment company, under the Listing Rules of the FCA.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance

statement, included within the Strategic Report and Corporate Governance section is materially consistent with the consolidated financial

statements and our knowledge obtained during the audit, and we have nothing material to add or draw attention to in relation to:

– The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;

– The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an

explanation of how these are being managed or mitigated;

– The directors’ statement in the consolidated financial statements about whether they considered it appropriate to adopt the going concern

basis of accounting in preparing them, and their identification of any material uncertainties to the group’s ability to continue to do so over a

period of at least twelve months from the date of approval of the consolidated financial statements;

– The directors’ explanation as to their assessment of the group’s prospects, the period this assessment covers and why the period is

appropriate; and

– The directors’ statement as to whether they have a reasonable expectation that the company will be able to continue in operation and

meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary

qualifications or assumptions.

Our review of the directors’ statement regarding the longer-term viability of the group was substantially less in scope than an audit and

only consisted of making inquiries and considering the directors’ process supporting their statements; checking that the statements are

in alignment with the relevant provisions of the Code; and considering whether the statement is consistent with the consolidated financial

statements and our knowledge and understanding of the group and its environment obtained in the course of the audit.

In addition, 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 consolidated financial statements and our knowledge obtained during the audit:

– The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the

information necessary for the members to assess the group’s position, performance, business model and strategy;

– The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and

– The section of the Annual Report describing the work of the Audit and Risk Committee.

We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the company’s compliance with

the Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review by the

auditors.

OTHER MATTER

The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these consolidated

financial statements in an annual financial report prepared under the structured digital format required by DTR 4.1.15R – 4.1.18R and filed on

the National Storage Mechanism of the Financial Conduct Authority. This auditor’s report provides no assurance over whether the structured

digital format annual financial report has been prepared in accordance with those requirements.

JOHN LUFF

FOR AND ON BEHALF OF PRICEWATERHOUSECOOPERS CI LLP

Chartered Accountants and Recognised Auditor

Guernsey, Channel Islands

26 March 2025

International Public Partnerships Limited

Annual Report and financial statements 2024

overview Strategic report FINANCIAL STATEMENTScorporate governance

		Year ended	Year ended
		31 December 2024	31 December 2023
	Notes	£’000s	£’000s
Interest income	4	1 0 8 , 6 17	107,756
Dividend income	4	93, 424	81, 3 9 6
Net change in investments at fair value through profit or loss	4	(16 4, 8 5 2)	(1 23, 080)
Total investment income		37,189	6 6,072
Other operating income	5	2,4 38	5,944
Total income		39,6 27	7 2, 016
Management costs	17	(30 ,70 6)	(3 2 , 2 51)
Administrative costs		(2 ,36 6)	(2, 420)
Transaction costs	6, 17	(1,6 12)	(1, 6 2 1)
Directors’ fees		(510)	(47 5)
Total expenses		(3 5 ,1 9 4)	(36, 76 7)
Profit before finance costs and tax		4,43 3	35,2 49
Finance costs	8	(3,952)	(7, 2 8 4)
Profit before tax		4 81	2 7, 9 6 5
Tax charge	9	(16)	(10 4)
Profit for the year		465	2 7, 8 6 1
Earnings per share
Basic and diluted (pence)	10	0.02	1.4 6

All results are from continuing operations in the year.

All income is attributable to the equity holders of the parent. There are no non-controlling interests within the Consolidated Group.

There are no other Comprehensive Income items in the current year (2023: nil). The profit for the year represents the Total Comprehensive

Income for the year.

The notes on pages 94 to 112 form an integral part of these financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

YEAR ENDED 31 DECEMBER 2024

International Public Partnerships Limited

Annual Report and financial statements 2024

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

YEAR ENDED 31 DECEMBER 2024

		Share capital and	Other distributable	Retained
		share premium	reserve	earnings	Total
	Notes	£’000s	£’000s	£’000s	£’000s
Balance at 1 January 2024		2,23 1 ,27 6	18 2 ,4 8 1	5 02,381	2,91 6, 1 38
Profit for the year and total
comprehensive income		–	–	465	465
Acquisition of treasury shares	15	–	(43,130)	–	( 4 3 ,1 3 0)
Dividends in the year	15	–	–	(15 6 , 8 4 9)	(15 6 , 8 4 9)
Balance at 31 December 2024		2 ,2 3 1 ,27 6	13 9 , 3 51	345,99 7	2 ,716 , 62 4

YEAR ENDED 31 DECEMBER 2023

		Share capital and	Other distributable	Retained
		share premium	reserve	earnings	Total
	Notes	£’000s	£’000s	£’000s	£’000s
Balance at 1 January 2023		2 ,231 ,27 6	18 2, 4 8 1	626,0 82	3, 039, 839
Profit for the year and total
comprehensive income		–	–	2 7, 8 6 1	2 7, 8 6 1
Dividends in the year	15	–	–	(151, 5 6 2)	(151, 5 6 2)
Balance at 31 December 2023		2 ,231 ,27 6	18 2, 4 8 1	5 0 2,3 81	2 , 9 1 6 ,1 3 8

The notes on pages 94 to 112 form an integral part of these financial statements.

International Public Partnerships Limited

Annual Report and financial statements 2024

overview Strategic report

International Public Partnerships Limited

Annual Report and financial statements 2024

FINANCIAL STATEMENTScorporate governance

		31 December 2024	31 December 2023
	Notes	£’000s	£’000s
Non-current assets
Investments at fair value through profit or loss	11	2 ,593 ,056	2, 818 , 9 0 3
Total non-current assets		2 ,593 ,056	2, 818 , 9 0 3
Current assets
Cash and cash equivalents	11	76 , 451	12 8 , 5 61
Trade and other receivables	11, 13	5 5, 810	43 ,2 97
Derivative financial instruments	11	3, 229	1, 4 2 4
Total current assets		13 5 , 49 0	17 3 , 2 8 2
Total assets		2, 728 ,546	2,992,185
Current liabilities
Trade and other payables	11, 14	11 , 9 2 2	11 , 0 4 7
Total current liabilities		11 , 9 2 2	11 , 0 4 7
Non-current liabilities
Bank loans	8, 11	–	65 ,000
Total non-current liabilities		–	65 ,000
Total liabilities		11 , 9 2 2	7 6, 0 47
Net assets		2 ,716 , 62 4	2 , 9 1 6 ,1 3 8
Equity
Share capital and share premium	15	2,23 1 ,27 6	2,2 3 1 ,27 6
Other distributable reserve	15	13 9 , 3 51	18 2 ,4 8 1
Retained earnings	15	345,99 7	50 2, 381
Equity attributable to equity holders of the parent		2 ,716 , 62 4	2 , 9 1 6 ,1 3 8
Net assets per share (p per share)	16	14 4 . 7	15 2. 6

The notes on pages 94 to 112 form an integral part of these financial statements.

The financial statements were approved by the Board of Directors on 26 March 2025.

They were signed on its behalf by:

MIKE GERRARD STEPHANIE COXON

CHAIR DIRECTOR

26 March 2025 26 March 2025

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

International Public Partnerships Limited

Annual Report and financial statements 2024

CONSOLIDATED CASH FLOW STATEMENT

YEAR ENDED 31 DECEMBER 2024

		Year ended	Year ended
		31 December 2024	31 December 2023
	Notes	£’000s	£’000s
Operating activities
Profit before tax in the Consolidated Statement of Comprehensive Income 1		4 81	2 7, 9 6 5
Adjusted for:
Loss / (gain) on investments at fair value through profit or loss	4	16 4 , 8 52	1 23 ,080
Finance costs 2	8	3,952	7, 2 8 4
Fair value movement on derivative financial instruments	5, 11	(1, 8 0 5)	(3, 250)
Decrease in receivables		(12 , 0 15)	1, 4 6 8
(Decrease) / increase in payables		(945)	(2, 872)
Capitalisation of interest		(13 , 478)	(2 0 , 3 0 1)
Income tax paid 3		(65)	(10 4)
Net cash inflow from operations 4		140,977	13 3 , 2 70
Investing activities
Acquisition of investments at fair value through profit or loss	12	(1 0 7, 7 6 7)	(1 08,08 8)
Net repayments from investments at fair value through profit or loss		18 2 , 3 9 6	1 34, 365
Working capital advanced		(15 6)	–
Net cash inflow from investing activities		74 , 47 3	26,277
Financing activities
Dividends paid	15	(15 6 , 8 4 9)	(151, 5 6 2)
Acquisition of treasury shares	15	(4 2 ,8 8 9)	–
Finance costs paid 2		(3 ,1 9 2)	( 7, 7 6 1)
Loan drawdowns 2		–	11 8 , 4 0 0
Loan repayments 2		(6 5, 000)	(82 ,70 0)
Net cash outflow from financing activities		(2 67 ,93 0)	(1 23,623)
Net (decrease) / increase in cash and cash equivalents		(52 ,480)	3 5 ,9 24
Cash and cash equivalents at beginning of year		1 28,56 1	92,829
Effects of changes in foreign currency exchange rates on cash and cash equivalents		370	(19 2)
Cash and cash equivalents at end of year		76 , 4 51	12 8 , 5 61

The notes on pages 94 to 112 form an integral part of these financial statements.

1 Includes interest received of £82.6m (December 2023: £92.3m) and dividends received of £9 3.4m (December 2023: £81 .4m).

2 These cash flows represent the changes in liabilities arising from financing liabilities during the year in accordance with IAS 7, 44A-E.

3 Includes cash flows received from unconsolidated subsidiary entities in respect of surrender of tax losses.

4 Net cash flows from operations above are reconciled to net operating cash flows before capital activity* as shown in the Strategic Report on pages 30 to 31.

International Public Partnerships Limited

Annual Report and financial statements 2024

overview Strategic report

International Public Partnerships Limited

Annual Report and financial statements 2024

FINANCIAL STATEMENTScorporate governance

1. BASIS OF PREPARATION

International Public Partnerships Limited is a closed-ended authorised investment company incorporated in Guernsey under the

Companies (Guernsey) Law, 2008. The address of the registered office is given on the inside back cover. The nature of the Group’s

(‘Parent and consolidated subsidiary entities’) operations and its principal activities are set out on pages 10 to 11.

These financial statements are presented in Pounds Sterling as this is the currency of the primary economic environment in which the Group

operates and represents the functional currency of the Parent and all values are rounded to the nearest (£’000), except where otherwise indicated.

BASIS OF PREPARATION

These financial statements have been prepared in accordance with the UK-adopted International Accounting Standards (‘IFRS’), applicable

legal and regulatory requirements of Guernsey, and the Listing Rules of the UK Listing Authority. These financial statements follow the

historical cost basis, except for financial assets held at fair value through profit or loss and derivatives that have been measured at fair value.

The principal accounting policies adopted are set out in relevant notes to the financial statements.

The Directors have determined that International Public Partnerships Limited is an investment entity as defined by IFRS 10 on the basis

that the Company:

a) Obtains funds from one or more investor(s) for the purpose of providing those investor(s) with investment management services;

b) Commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income,

or both; and

c) Measures and evaluates the performance of substantially all of its investments on a fair value basis.

Accordingly, these financial statements consolidate only those subsidiaries that provide services relevant to its investment activities,

such as management services, strategic advice and financial support to its investees, and that are not themselves investment entities.

Subsidiaries that do not provide investment-related services are required to be measured at fair value through profit or loss in accordance

with IFRS 9 Financial Instruments.

GOING CONCERN

The Directors have reviewed cash flow forecasts prepared by management. Based on those forecasts, consideration of the Group’s

operating costs and obligations as well as capital commitments, and an assessment of the Group’s committed banking facilities, it has

been considered appropriate to prepare these consolidated financial statements of the Group on a going concern basis. In arriving at their

conclusion that the Group has adequate financial resources, the Directors were mindful that the Group had unrestricted cash of £76.5m as

at 31 December 2024. The Company continues to fully cover operating costs and distributions from underlying cash flows from investments.

The Company has access to a CDF of £250m on a fully committed basis, and a flexible ‘accordion’ component which, subject to lender

consent, allows for a future extension by an additional £50m. At the date of this Report, the CDF remains undrawn with £13.5m committed

by letters of credit. A £20m portion of the facility is available to be utilised for working capital purposes. The facility is forecast to continue in

full compliance with the associated banking covenants. The facility is available for investment in new and existing assets. The current CDF

remains in place until June 2025, after which a renewed facility will take effect. The new facility is expected to have broadly the same terms

and structure as the current facility.

ACCOUNTING POLICIES

The same accounting policies, presentation and methods of computation are followed in this set of financial statements as applied in the

previous financial year. The new and revised IFRS and interpretations becoming effective in the period have had no material impact on the

accounting policies of the Group. Note 20 sets out a comprehensive listing of all new standards applicable from 1 January 2024.

2. CRITICAL JUDGEMENTS AND ESTIMATES

INVESTMENT ENTITY

In the judgement of the Directors, International Public Partnerships Limited has been accounted for as an investment entity as defined

by IFRS 10, further details of which are given in note 1, Basis of preparation.

FAIR VALUATION OF INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS

Fair values are a critical estimate and are determined using the income approach which discounts the expected cash flows at a rate

appropriate to the risk profile of each investment. In determining the discount rate, relevant long-term government bond yields, specific

investment risks and evidence of recent transactions are considered. Details of the valuation process and key sensitivities are provided

in note 11.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

International Public Partnerships Limited

Annual Report and financial statements 2024

3. SEGMENTAL REPORTING

Based on a review of information provided to the chief operating decision makers of the Group (determined to be the Board), the Group has

identified four reportable segments based on the geographical risk associated with the jurisdictions in which it operates. The factors used to

identify the Group’s reportable segments are centred on the risk-free rates and the maturity of the infrastructure sector within each region.

Further, foreign exchange and political risk is identified, as these also determine where resources are allocated. The four reportable segments

are UK & CI, Europe (excl. UK), North America and Australia & New Zealand.

			Year ended 31 December 2024
		Europe	North	Australia &
	UK & CI	(excl. UK)	America	New Zealand	Total
	£’000s	£’000s	£’000s	£’000s	£’000s
Segmental results
Dividend and interest income	158,589	11,198	9,672	22,582	202,041
Fair value (loss) / gain on investments	(137,326)	10,025	(8,788)	(28,763)	(164,852)
Total investment income / (loss)	21,263	21,223	884	(6,181)	37,189
Reporting segment (loss) /profit 1	(19,373)	22,398	2,220	(4,780)	465

				31 December 2024
			Europe	North	Australia &
	UK & CI		(excl. UK)	America	New Zealand	Total
	£’000s		£’000s	£’000s	£’000s	£’000s
Segmental financial position
Investments at fair value	1,882,298		347,6 0 0	106,305	256,853	2,593,056
Current assets	135,490		–	–	–	135,490
Total assets	2,017,788	3	47,600	106,305	256,853	2,728,546
Total liabilities	(11,922)		–	–	–	(11,922)
Net assets	2,005,866	3	47,600	106,305	256,853	2,716,624

				Year ended 31 December 2023
			Europe	North	Australia &
	UK & CI		(excl. UK)	America	New Zealand	Total
	£’000s		£’000s	£’000s	£’000s	£’000s
Segmental results
Dividend and interest income	148,829		11,615	11,339	17,3 6 9	189,152
Fair value gain / (loss) on investments	(87,156 )		11,620	(18,013)	(29,531)	(123,080)
Total investment income / (loss)	61,673		23,235	(6,674)	(12,162)	66,072
Reporting segment profit / (loss) 1	19,16	0	25,048	(5,603)	(10,744)	27,8 61

				31 December 2023
		Europe		North				Australia &
	UK & CI	(excl. UK)		America				New Zealand	Total
	£’000s	£’000s		£’000s				£’000s	£’000s
Segmental financial position
Investments at fair value	2,043,743	342,700		147,2 92				285,168	2,818,903
Current assets	173,282	–		–				–	173,282
Total assets	2,217,025	342,700	147,29	2	2	8	5,16	8	2,992,185
Total liabilities	(76,047)	–		–				–	(76,047)
Net assets	2,140,978	342,700		147, 2 92				285,168	2,916,138

1 Reporting segment results are stated net of operational costs including management fees.

Revenue from investments which individually represent more than 10% of the Group’s interest and dividend income approximates

£25.0m (2023: £25.1m).

International Public Partnerships Limited

Annual Report and financial statements 2024

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International Public Partnerships Limited

Annual Report and financial statements 2024

FINANCIAL STATEMENTScorporate governance

4. INVESTMENT INCOME

ACCOUNTING POLICY

Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the Group and the amount of income can

be measured reliably. Interest income is accrued on a time-apportioned basis and is recognised gross of withholding tax, if any.

Dividend income

Dividend income is recognised gross of withholding tax on the date the Company’s right to receive the dividend income is established.

Net change in investments at fair value through profit or loss

Net change in investments at fair value through profit or loss represents unrealised fair value changes.

		Year ended	Year ended
		31 December 2024	31 December 2023
		£’000s	£’000s
Interest income
Interest on investments at fair value through profit or loss		104,636	106,687
Interest on financial assets at amortised cost		3,981	1,069
Total interest income		108,617	107,756
Dividend income		93,424	81,396
Net change in investments at fair value through profit or loss		(164,852)	(123,080)
Total investment income	37,18	9	66,072

Dividend and interest income includes transactions with unconsolidated subsidiary entities. Changes in investments at fair value through

profit or loss are also recognised in relation to the Group’s investments in unconsolidated subsidiaries.

5. OTHER OPERATING INCOME

	Year ended	Year ended
	31 December 2024	31 December 2023
	£’000s	£’000s
Fair value movement on foreign exchange contracts	1,805	3,250
Other gains on foreign exchange movements	2,105	1,151
Other (expense) / income	(1,472)	1,543
Total other operating income	2,438	5,944

6. TRANSACTION COSTS

	Year ended	Year ended
	31 December 2024	31 December 2023
	£’000s	£’000s
Investment advisory costs	1,498	1,621
Other transaction costs	114	–
Total transaction costs	1,612	1,621

Details of total transaction costs paid to the Investment Adviser are provided in note 17.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024 continUeD

International Public Partnerships Limited

Annual Report and financial statements 2024

7. AUDITOR’S REMUNERATION

		Year ended	Year ended
		31 December 2024	31 December 2023
		£’000s	£’000s
Fees payable to the Group’s auditor (PwC CI LLP) for the audit of the Group’s
financial statements		685	626
Fees payable to the Group’s auditor and their associates (PwC LLP, UK)
for other services to the Group
–	The audit of the Group’s consolidated subsidiaries	28	24
–	The audit of the Group’s unconsolidated subsidiaries	235	215
Total audit fees		948	865
Other fees
–	Interim review	88	83
Total non-audit fees		88	83

8. FINANCE COSTS AND BANK LOANS

ACCOUNTING POLICY

Interest bearing loans and overdrafts are initially recorded as the proceeds received net of any directly attributable issue costs. Subsequent

measurement is at amortised cost, with borrowing costs recognised in the Consolidated Statement of Comprehensive Income in the year in

which they are incurred, using the effective interest rate method. Arrangement fees are amortised over the term of the CDF.

Finance costs for the year were £4.0m (December 2023: £7.3m). The Group has a CDF with £250m available on a fully committed basis,

with a flexible ‘accordion’ component which will, subject to lender approval, allow for a future extension by an additional £50m. The interest

rate margin on the CDF in the year was 170 basis points over SONIA. The current CDF remains in place until June 2025, after which a

renewed facility will take effect. The new facility is expected to have broadly the same terms and structure as the current facility, with no

repayments due ahead of maturity, and is secured over the assets of the Group. The current banking group for the facility consists of

National Australia Bank, the Royal Bank of Scotland International, Sumitomo Mitsui Banking Corporation and Barclays Bank. From June

2025, the banking group will consist of Internationale Nederlanden Groep, National Australia Bank, the Royal Bank of Scotland International,

and Barclays Bank. As at December 2024 the facility was undrawn (December 2023: £65.0m cash drawn), with £13.5m committed under

letter of credit (December 2023: £16.4m drawn under letter of credit). The uncommitted balance of the facility which was not cash drawn or

notionally drawn via letters of credit, was c.£236.5m (December 2023: £268.6m).

9. TAX CHARGE

ACCOUNTING POLICY

Current tax is based on taxable profit for the year. Taxable profit differs from net profit as reported in the Consolidated Statement of

Comprehensive Income as it excludes items of income or expense that are taxable or deductible in past or future years and it further

excludes items that are never taxable or deductible. The Group’s asset/liability for current tax is calculated using tax rates that have been

enacted or substantively enacted at the balance sheet date. The current tax charge/credit in the Consolidated Statement of Comprehensive

Income is recognised net of receivables recognised for losses surrendered to unconsolidated subsidiary entities.

Under the current system of taxation in Guernsey, the Company itself is exempt from paying taxes on income, profits or capital gains.

Dividend income and interest income received by the Group may be subject to withholding tax imposed in the country of origin of such income.

	Year ended	Year ended
	31 December 2024	31 December 2023
	£’000s	£’000s
Current tax:
Other overseas tax – current year	16	104
Tax charge for the year	16	104

International Public Partnerships Limited

Annual Report and financial statements 2024

overview Strategic report

International Public Partnerships Limited

Annual Report and financial statements 2024

FINANCIAL STATEMENTScorporate governance

9. TAX CHARGE CONTINUED

	Year ended	Year ended
	31 December 2024	31 December 2023
Reconciliation of effective tax rate:	£’000s	£’000s
Profit before tax	481	27,9 6 5
Exempt tax status in Guernsey	–	–
Application of overseas tax rates	16	104
Tax charge for the year	16	104

The income tax charge above does not represent the full tax position of the entire Group as the investment returns received by the Company

are net of tax payable at the underlying investee entity level. As a consequence of the adoption of IFRS 10 investment entity consolidation

exception, underlying investee entity tax is not consolidated within these financial statements.

10. EARNINGS PER SHARE

The calculation of basic and diluted earnings per share is based on the following data:

	Year ended	Year ended
	31 December 2024	31 December 2023
	£’000s	£’000s
Earnings for the purposes of basic and diluted earnings per share
being net profit attributable to equity holders of the parent	465	27,8 61

	Number	Number
Weighted average number of Ordinary Shares for the purposes
of basic and diluted earnings per share	1,898,454,198	1,911, 24 3,132
Basic and diluted (pence)	0.02	1.46

Calculated on the basis of outstanding shares (excluding shares held in treasury from buyback activity). The denominator for the purposes

of calculating both basic and diluted earnings per share is the same as the Group has not issued any share options or other instruments that

would cause dilution.

11. FINANCIAL INSTRUMENTS

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.

Financial assets are derecognised when the contractual rights to the cash flows from the instrument expire or the asset is transferred,

and the transfer qualifies for derecognition in accordance with IFRS 9 Financial Instruments. Financial liabilities are derecognised when

the obligation is discharged, cancelled or expired. Specific financial asset and liability accounting policies are provided below.

11.1 FINANCIAL ASSETS

	31 December 2024	31 December 2023
	£’000s	£’000s
Investments at fair value through profit and loss	2,593,056	2,818,903
Financial assets at amortised cost
Trade and other receivables	55,810	43,297
Cash and cash equivalents	76,451	128,561
Derivative financial instruments at fair value through profit or loss
Foreign exchange contracts	3,229	1,424
Total financial assets	2,728,546	2,992,185

ACCOUNTING POLICY

The Group classifies its financial assets as at fair value through profit or loss or as financial assets at amortised cost. The classification

depends on the purpose for which the financial assets were acquired, with investments in unconsolidated subsidiaries (other than those

providing investment-related services) being at fair value through profit or loss as required by IFRS 10.

Investments at fair value through profit or loss

Investments in underlying unconsolidated subsidiaries and other non-controlled investments are held in a portfolio, the business model of

which is to manage them on a fair value basis. The Group’s policy is to fair value both the equity and debt investments in underlying assets

together. All transaction costs relating to the acquisition of new investments are recognised directly in profit or loss. Subsequent to initial

recognition, equity and debt investments are measured at fair value with changes in fair value recognised within total investment income in

the Consolidated Statement of Comprehensive Income.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024 continUeD

International Public Partnerships Limited

Annual Report and financial statements 2024

11. FINANCIAL INSTRUMENTS CONTINUED

11.1 FINANCIAL ASSETS CONTINUED

Trade and other receivables

Trade and other receivables that meet the contracted cash flow test as sole payments of principal and interest and which are held in a

business model to receive these contractual cash flows are classified as trade and other receivables. Financial assets with maturities less

than 12 months are included in current assets, financial assets with maturities greater than 12 months after the balance sheet date are

classified as non-current assets.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments with an original

maturity of three months or less that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes

in value.

Derivative financial instruments

Derivatives are classified as financial assets and liabilities at fair value through profit or loss, held for trading. Derivatives are recognised

initially, and are subsequently remeasured, at fair value. Derivatives are shown as assets when their fair value is positive or as liabilities when

their fair value is negative. Fair value movements on derivative financial instruments held for trading are recognised in the Consolidated

Statement of Comprehensive Income.

Impairment of financial assets

Financial assets, other than those classified at fair value through profit or loss, being trade and other receivables adopt a simplified approach

to calculate any expected credit losses.

11.2 FINANCIAL LIABILITIES

	31 December 2024	31 December 2023
	£’000s	£’000s
Financial liabilities at amortised cost
Trade and other payables	11,922	11,0 47
Bank loans	–	65,000
Total financial liabilities	11,922	76,047

ACCOUNTING POLICY

Financial liabilities

Financial liabilities, other than those specifically accounted for under a separate policy, are measured at amortised cost and stated based on

the amounts which are considered to be payable in respect of goods or services received up to the financial reporting date. The accounting

policy for bank loans is included earlier in note 8.

The carrying value of financial assets and liabilities held at amortised cost is considered to approximate their fair value.

11.3 FINANCIAL RISK MANAGEMENT

The Group’s objective in managing risk is the protection of stakeholder value. Risk is inherent in the Group’s activities and is managed

through a process of ongoing identification, measurement and monitoring, subject to risk limits and other controls. The Group is exposed to

market risk (which includes currency risk, interest rate risk and inflation risk), credit risk and liquidity risk arising from the financial instruments

it holds. The Board of Directors is ultimately responsible for the overall risk management of the Group, with delegation of oversight and

activities (including identifying and controlling risks) provided to the Audit and Risk Committee and the Group’s Investment Adviser.

The Group’s risk management framework and approach is set out within the Strategic Report (pages 4 to 65). The Board takes into

account market, credit and liquidity risks in forming the Group’s risk management strategy.

MARKET RISK

Market risk is the risk that the fair value or future cash flows of financial instruments will fluctuate due to changes in market variables such as

changes in inflation, foreign exchange rates and interest rates.

Inflation risk

The majority of the Group’s cash flows from underlying investments are linked to inflation indices. Changes in inflation rates can have a

positive or negative impact on the Group’s cash flows from investments. The long-term inflation assumptions applied in the Group’s valuation

of investments at fair value through profit or loss are disclosed in the fair value hierarchy section in note 11.4.

The Group’s portfolio of investments has been developed in anticipation of continued inflation at or above the levels used in the Group’s

valuation assumptions. Where inflation is at levels below the assumed levels for a sustained period of time, investment performance may be

impaired. The level of inflation-linkage* across the investments held by the Group varies and is not consistent.

International Public Partnerships Limited

Annual Report and financial statements 2024

overview Strategic report

International Public Partnerships Limited

Annual Report and financial statements 2024

FINANCIAL STATEMENTScorporate governance

11. FINANCIAL INSTRUMENTS CONTINUED

11.3 FINANCIAL RISK MANAGEMENT CONTINUED

Interest rate risk

Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows from underlying investments, therefore

impacting the value of investments at fair value through profit or loss. The Group has limited exposure to interest rate risk as the underlying

borrowings within the unconsolidated investee entities are either hedged through interest rate swap arrangements via an economic hedge,

are fixed rate loans or the risk of adverse movement in interest rates is limited through protections provided by the regulatory regime.

For example, it is generally a requirement under a PFI/PPP concession that any borrowings are matched to the life of the concession.

Hedging activities are aligned with the period of the loan, which also mirrors the concession period and are highly effective. Nevertheless,

refinancing risk exists in a number of such investments. The Group’s CDF is unhedged on the basis that it is utilised as an investment

bridging facility and therefore drawn for a relatively short period of time. Therefore, the Group is not significantly exposed to cash flow risk

due to changes in interest rates over its variable rate borrowings. Interest income on bank deposits held within underlying investments is

included within the fair value of investments.

Foreign currency risk

The Group undertakes certain transactions denominated in foreign currencies and therefore is exposed to exchange rate fluctuations.

Currency risk arises in financial instruments that are denominated in a foreign currency other than the functional currency in which they are

measured. The Group uses forward foreign exchange contracts to mitigate the risk of short-term volatility in foreign exchange on significant

investment returns from overseas investments via an economic hedge. The Group does not hedge its exposure to foreign exchange in

relation to foreign currency denominated investment balances. The carrying amounts of the Group’s foreign currency denominated monetary

financial instruments at the reporting date are set out in the table below.

Sensitivity analysis showing the impact of variations of the above risks on the fair value of investments is shown in note 11.5.

	31 December 2024	31 December 2023
	£’000s	£’000s
Cash
Euro	12,118	6,925
Canadian Dollar	326	796
Australian Dollar	1,394	3,448
New Zealand Dollar	2,263	5,362
US Dollar	3,146	4,060
Danish Krone	159	362
	19,406	20,953
Current receivables
Euro receivables	2,447	1,298
Danish Krone receivables	126	–
US Dollar receivables	36	–
	2,609	1,298
Investments at fair value through profit or loss
Euro	339,488	330,762
Danish Krone	8,112	11,938
Canadian Dollar	36,697	40,355
Australian Dollar	174,889	188,228
New Zealand Dollar	81,964	96,940
US Dollar	69,608	106,937
	710,758	775,160
Total	732,773	797,411

Sensitivity analysis showing the impact of variations of the above market risks on the fair value of investments is shown in note 11.5.

CREDIT RISK

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. The Group has

adopted a policy of dealing with creditworthy counterparties and reviewing this on a regular basis at the underlying entity level. The majority of

underlying investments are in public-private partnerships and similar concessions (which are entered into with government, quasi government,

other public, equivalent low risk bodies), or in regulated businesses that inherently exhibit low levels of credit risk. The maximum exposure of

credit risk over financial assets as a result of counterparty default is the carrying value of those financial assets in the balance sheet. In addition,

the underlying investee entities contract with third-party construction and facilities managements contractors. The Group seeks to mitigate

this risk through using a diverse range of sub-contractors and through at least quarterly review of the credit position of major contractors.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024 continUeD

100

International Public Partnerships Limited

Annual Report and financial statements 2024

LIQUIDITY RISK

Liquidity risk is defined as the risk that the Group would encounter difficulty in meeting obligations as and when they fall due associated with

financial liabilities that are settled by delivering cash or another financial asset. The Group invests in relatively illiquid investments (mainly non-

listed equity and loans). As a closed-ended investment vehicle there are no automatic capital redemption rights. The Group manages liquidity

risk by maintaining adequate cash reserves, banking facilities and reserve borrowing facilities and by continuously monitoring forecast and

actual cash flows. Cash flow forecasts assume full availability of underlying infrastructure to the relevant public sector body or end-user.

Failure to maintain assets available for use or operating in accordance with pre-determined performance standards or licence conditions may

lead to a reduction (wholly or partially) in the investment income that the Group has projected to receive. The Directors review the underlying

performance of each investment on a quarterly basis, allowing asset performance to be monitored. The terms of public-private partnership

contractual mechanisms also allow for significant pass-down of unavailability and performance risk to sub-contractors. Regulated asset

regimes allow for the pass through of efficiently incurred costs to the purchaser. The Group’s financial liabilities comprise trade and other

payables, payable within 12 months of the year end, derivative financial instruments.

11.4 FAIR VALUE HIERARCHY

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 1 — Quoted market prices in an active market (that are unadjusted) for identical assets or liabilities;

Level 2 — Valuation techniques (for which the lowest level input that is significant to the fair value measurement is directly or indirectly

observable);

Level 3 — Valuation techniques (for which the lowest level input that is significant to the fair value measurement is unobservable).

During the year, there were no transfers between Level 2 and Level 3 categories.

Level 1:

The Group has no financial instruments classified as Level 1.

Level 2:

This category includes derivative financial instruments such as interest rate swaps, RPI swaps and currency forward contracts.

As at 31 December 2024, the Group’s only derivative financial instruments were currency forward contracts amounting to an asset

of £3.2m (December 2023: asset of £1.4m).

Financial instruments classified as Level 2 have been valued using models whose inputs are observable in an active market (spot exchange

rates, yield curves, interest rate curves). Valuations based on observable inputs include financial instruments such as swaps and forward

contracts which are valued using market standard pricing techniques where all the inputs to the market standard pricing models

are observable.

Level 3:

This category consists of investments in equity and loan instruments in underlying unconsolidated subsidiary entities and other non-

controlled investments which are classified at fair value through profit or loss. At 31 December 2024, the fair value of financial instruments

classified within Level 3 totalled £2,593.1m (December 2023: £2,818.9m).

Financial instruments are classified within Level 3 if their valuation incorporates significant inputs that are not based on observable market

data (unobservable inputs). A valuation input is considered observable if it can be directly observed from transactions in an active market,

or if there is compelling external evidence demonstrating an executable exit price.

Valuation process

Valuations are the responsibility of the Board of Directors. The valuation of unlisted equity and debt investments is performed on a quarterly

basis by the Investment Adviser. The valuation is reviewed by the senior members of the Investment Adviser and reviewed and approved by

the Board.

1 Indicative valuations are calculated in respect of each at 31 March and 30 September.

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FINANCIAL STATEMENTScorporate governance

11. FINANCIAL INSTRUMENTS CONTINUED

11.4 FAIR VALUE HIERARCHY CONTINUED

Valuation methodology

The valuation methodologies used are primarily based on discounting the underlying investee entities’ future projected net cash flows

at appropriate discount rates. Valuations are also reviewed against recent market transactions for similar assets in comparable markets

observed by the Group or Investment Adviser and adjusted where appropriate.

Cash flow forecasts for the full-term of each underlying investment are generated by detailed investment specific financial models.

These models forecast the dividend, shareholder loan interest payments, capital repayments and senior debt repayments (where applicable)

expected from the underlying investments. The cash flows included in the forecasts used to determine fair value are typically fixed under

contracts, however there are certain variable cash flows which are based on management’s estimations (see also pages 30 to 31 of the

strategic report). The significant unobservable inputs and assumptions used in projecting the Group’s net future cash flows are shown below.

			31 December 2024		31 December 2023
			£’000s		£’000s
Inflation rates	UK		RPI: 3.25% until Dec 2025,		RPI: 4.50% until Dec 2024,
		3.00% until Dec	2026,	3.00% until Dec	2025,
		2.75% thereafter 1		2.75 thereafter 1
		CPIH: 2.25%		CPIH: 3.25% until Dec 2024,
				2.25% until Dec	2025,
				2.00% thereafter
	Australia	2.75% until Dec 2025		3.25% until Dec	2024,
		2.50% thereafter		3.00% until Dec	2025,
				2.50% thereafter
	New Zealand		2.25%	2.75% until Dec	2024,
				2.25% thereafter
	Europe	2.25% until Dec	2026,	3.00% until Dec	2024,
		2.00% thereafter		2.25% until Dec	2025,
				2.00% thereafter
	Canada	2.25% until Dec	2026,	2.75% until Dec	2024,
			2.00% thereafter	2.25% until Dec	2025,
					2.00% thereafter
	US 2		N/A		N/A
Long-term	UK		2.50%		2.50%
deposit rates 3	Australia		2.75%		2.75%
	New Zealand		2.50%		2.50%
	Europe		1.50%		1.50%
	Canada		2.50%		2.50%
	US 2		N/A		N/A
Foreign	GBP/AUD		2.02		1.87
exchange rates	GBP/NZD		2.23		2.01
	GBP/DKK		9.00		8.60
	GBP/EUR		1.21		1.15
	GBP/CAD		1.80		1.69
	GBP/USD		1.25		1.27
Tax rates 4	UK		25.00%		25.00%
	Australia		30.00%		30.00%
	New Zealand		28.00%		28.00%
	Europe		Various (12.50% – 32.28%)		Various (12.50% – 32.28%)
	Canada		Various (23.00% – 26.50%)		Various (23.00% – 26.50%)
	US 2		N/A		N/A

1 Where insufficient protections exist within project agreements or through regulatory precedent, RPI is assumed to align with CPIH post-2030.

2 The Company’s US investment is in the form of subordinated debt and therefore not directly impacted by inflation, deposit and tax rate assumptions.

3 The portfolio valuation assumes actual current deposit rates are maintained until 31 December 2026 before adjusting to the long-term rates noted in the table above from 1 January 2027.

The 31 December 2023 valuation adjusted to the longer-term assumption from 1 January 2026.

4 Tax rates reflect those substantively enacted as at the valuation date or those that could reasonably be expected to be substantively enacted shortly after the valuation date.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024 continUeD

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Discount rates

Discount rates as a whole are considered to be an unobservable input for the purposes of IFRS13. The discount rate used in the valuation of

each investment has been determined with reference to:

– Yield on a government bond with a remaining term equivalent to (or as close as possible to) the investment being valued, issued by the

national government for the location of the relevant investment (‘government bond yield’);

– Investment risk premium, compromising:

– A premium to reflect the inherent greater risk in investing in infrastructure assets over government bonds;

– A further premium to reflect the state of maturity of the asset with a larger premium applied to immature assets and/or assets in

construction and/or to reflect any current asset specific or operational issues. Typically, this risk premium will reduce over the life of

any asset as an asset matures, its operating performance becomes more established, and the risks associated with its future cash

flows decrease. However, the rate may increase in relation to investments with unknown residual values at the end of the relevant

concession life as that date nears;

– A further adjustment reflective of market-based transaction valuation evidence for similar assets. Such adjustment is considered to

implicitly include the market’s assessment of the risk posed by climate factors to that particular investment.

Over the year, the weighted average government bond yield increased. The weighted average investment premium increased reflecting

observable market-based evidence.

Valuation assumptions	31 December 2024	31 December 2023	Movement
Weighted Average Government Bond Yield	4.4%	4.3%	0.1%
Weighted Average Investment Risk Premium	4.6%	4.1%	0.5%
Weighted Average Discount Rate	9.0%	8.4%	0.6%

	Year ended	Year ended
	31 December 2024	31 December 2023
Reconciliation of Level 3 fair value measurements of financial assets	£’000s	£’000s
Balance at 1 January	2,818,903	2,947,959
Additional investments during the year	107,767	108,088
Net repayments during the year	(182,396)	(134,365)
Capitalisation of interest	13,478	20,301
Working capital advanced	156	–
Net change in investments at fair value through profit or loss	(164,852)	(123,080)
Balance at 31 December	2,593,056	2,818,903

11.5 SENSITIVITY ANALYSIS

The valuation requires management to make certain assumptions in relation to unobservable inputs to the model. There are no straightforward

inter-relationships between the unobservable inputs. A sensitivity analysis for reasonably possible alternative assumptions is provided below:

	Weighted average		Change in fair value		Change in fair value
Assumptions	rate in base case	Sensitivity	of investment	Sensitivity	of investment
31 December 2024	valuations	factor	£’000s	factor	£’000s
Discount rate	9.0%	+ 1.0%	(227,374)	- 1.0%	270,013
Inflation rate (overall)	2.3%	+ 1.0%	214,852	- 1.0%	(193,554)
UK (CPI/RPI)	2.0/2.8%	+ 1.0%	171,620	- 1.0%	(156,906)
Europe	2.0%	+ 1.0%	31,875	- 1.0%	(26,674)
North America	2.0%	+ 1.0%	676	- 1.0%	(575)
New Zealand	2.3%	+ 1.0%	4,281	- 1.0%	(3,884)
Australia	2.5%	+ 1.0%	6,426	- 1.0%	(5,501)
FX rate	n/a	+ 10.0%	(71,761)	- 10.0%	71,761
Tax rate	25.5%	+ 1.0%	(12,425)	- 1.0%	12 ,144
Deposit rate	2.4%	+ 1.0%	22,591	- 1.0%	(22,920)

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FINANCIAL STATEMENTScorporate governance

11. FINANCIAL INSTRUMENTS CONTINUED

11.5 SENSITIVITY ANALYSIS CONTINUED

	Weighted average		Change in fair value		Change in fair value
Assumptions	rate in base case	Sensitivity	of investment	Sensitivity	of investment
31 December 2023	valuations	factor	£’000s	factor	£’000s
Discount rate	8.4%	+ 1.0%	(241,561)	- 1.0%	288,391
Inflation rate (overall)	2.3%	+ 1.0%	235,302	- 1.0%	(20 9,274)
UK (CPI/RPI)	2.0%/2.8%	+ 1.0%	185,918	- 1.0%	(165,756)
Europe	2.0%	+ 1.0%	35,488	- 1.0%	(30,778)
North America	2.0%	+ 1.0%	626	- 1.0%	(574)
New Zealand	2.3%	+ 1.0%	5,437	- 1.0%	(4,978)
Australia	2.5%	+ 1.0%	7, 8 3 6	- 1.0%	(7,18	6)
FX rate	n/a	+ 10.0%	(78,956)	- 10.0%		78,962
Tax rate	25.5%	+ 1.0%	(13,498)	- 1.0%		13,784
Deposit rate	2.4%	+ 1.0%	23,306	- 1.0%		(23,006)

12. INVESTMENT ACTIVITY

2024

		Consideration	% Ownership
Date of investment	Description	£’000s	post investment
February 2024	The Group made an investment into Moray East OFTO, UK	76,518	100%
February – December 2024	The Group made investments into Flinders HMRB, Australia	6,728	100%
March – December 2024	The Group made further investments into its digital asset portfolio	8,831	Various
	(National Digital Infrastructure fund and its underlying assets), UK
April – December 2024	The Group made investments into Gold Coast Light Rail,	1,168	30%
	Australia
October 2024	The Group made a further investment into BeNEX, Germany	14,522	100%
Total capital spend on investments during the year		107,767

In addition to the capital spend noted above, during 2024, INPP also completed on transactions realising value from its existing portfolio.

In January 2024, the Company received the second tranche of cashflows of c.£108m from the OFTO realisation activity announced in

December 2023. In August 2024, the Company divested its 50% stake in the Three Shires PPP portfolio for c.£14m. In September 2024,

the Company realised c.£29.7m of proceeds from a partial disposal of its FHSP investment.

2023

		Consideration	% Ownership
Date of investment	Description	£’000s	post investment
March 2023	The Group made a follow-on investment into a Building Schools	741	100%
	for the Future asset, UK
June 2023	The Group made an investment into a portfolio of New Zealand	107, 347	100%
	Social Infrastructure assets
Total capital spend on investments during the year		108,088

In addition to the capital spend noted above, during 2023, INPP also completed on transactions realising value from its existing portfolio.

In July 2023 the Company sold its stake in Airband (held through NDIF) for c.£12m. In December 2023, the Company completed a

transaction to generate c.£200m proceeds realising value from within its OFTO portfolio, which included repayment of the Company’s four

senior debt investments in the OFTO portfolio.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024 continUeD

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13. TRADE AND OTHER RECEIVABLES

	31 December 2024	31 December 2023
	£’000s	£’000s
Accrued interest receivable	54,613	41,813
Other debtors	1,197	1,484
Total trade and other receivables	55,810	43,297

14. TRADE AND OTHER PAYABLES

	31 December 2024	31 December 2023
	£’000s	£’000s
Accrued management fee	8,773	9,820
Other creditors and accruals	3,149	1,227
Total trade and other payables	11,922	11,0 47

15. SHARE CAPITAL AND RESERVES

	Year ended	Year ended
	31 December 2024	31 December 2023
	shares	shares
Shares authorised and in issue	’000s	’000s
Shares in issue	1,877,293	1,911,243
Shares held in treasury	33,950	–
Opening and closing balance	1,911,243	1,911,243

	Year ended	Year ended
	31 December 2024	31 December 2023
Share capital	£’000s	£’000s
Opening and closing balance	2,231,276	2,231,276

At present, the Company has one class of Ordinary Shares with a par value of 0.01p which carry no right to fixed income.

During the year to 31 December 2024, 34.0m shares have been acquired as part of the Company’s share buyback programme, and as at

31 December 2024 are held in treasury.

			Year ended	Year ended
			31 December 2024	31 December 2023
Other distributable reserve			£’000s	£’000s
Balance at 1 January			182,481	182,481
Acquisition of treasury shares			(43,086)	–
Costs associated with acquisition of treasury shares			(44)	–
Movement in the year	(4	3,13	0)	–
Balance at 31 December			139,351	182,481

On 19 January 2007, the Company applied to the Royal Court of Guernsey, following the initial placing of shares, to reduce its share

premium account. This was in order to provide a distributable reserve to enable the Company to repurchase its shares if and when the

Board of Directors consider it beneficial to do so. Following court approval, the distributable reserve account was created.

	31 December 2024	31 December 2023
Retained earnings	£’000s	£’000s
Balance at 1 January	502,381	626,082
Net profit for the year	465	2 7, 8 61
Dividends paid 1	(156,849)	(151,562)
Balance at 31 December	345,997	502,381

1 Includes scrip element of £ nil in 2024 (December 2023: £ nil).

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FINANCIAL STATEMENTScorporate governance

15. SHARE CAPITAL AND RESERVES CONTINUED

DIVIDENDS

The Board is satisfied that, in every respect, the solvency test as required by the Companies (Guernsey) Law, 2008, was satisfied for the

proposed dividend and the dividends paid in respect of the year ended 31 December 2024.

The Board has approved interim dividends as follows:

	Year ended	Year ended
	31 December 2024	31 December 2023
	£’000s	£’000s
Amounts recognised as distributions to equity holders for the year ended 31 December	156,849 1	151,562
Declared and proposed
Interim dividend for the period 1 January to 30 June 2024 was 4.18p per share
(2023: 4.06p per share)	79,267	77,596
Interim dividend for the period 1 July to 31 December 2024 was 4.19p per share 2
(2023: 4.07p per share)	78,659	7 7,7 8 8

1 Includes the 2023 interim dividend for the period 1 July to 31 December 2023.

2 The dividend for the period 1 July to 31 December 2024 was approved by the Board on 26 March 2025 and therefore has not been included as a liability in the balance sheet for the year

ended 31 December 2024.

CAPITAL RISK MANAGEMENT

The Group seeks to efficiently manage its financial resources to ensure that it is able to continue as a going concern while providing

improved returns to shareholders through the management of the debt and equity balances. The capital structure consists of the Group’s

CDF and equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings. The Group aims

to deliver its objective by investing available cash and using leverage whilst maintaining sufficient liquidity to meet ongoing expenses and

dividend payments. The Group’s investment policy is set out in the Corporate Governance Report on page 67.

The Group’s Investment Adviser reviews the capital structure on a semi-annual basis. As part of this review, the Investment Adviser considers

the cost of capital and the associated risks.

16. NET ASSETS PER SHARE

	31 December 2024	31 December 2023
	£’000s	£’000s
Net assets attributable to equity holders of the parent	2,716,624	2,916,138

				Number		Number
Number of shares
Ordinary Shares outstanding at the end of the year	1,	87	7,	293 ,132	1,911,	243,132
Net assets per share (p per share)				144.7		152.6

17. RELATED PARTY TRANSACTIONS

Details of the Company’s significant consolidated and unconsolidated subsidiaries are included in note 20.

During the year, Group companies entered into certain transactions with related parties that are not members of the Group but are related

parties by reason of being in the same group as Amber Infrastructure Group Holdings Limited, which is the ultimate holding company of

the Investment Adviser, Amber Fund Management Limited (‘AFML’).

Under the Investment Advisory Agreement (‘IAA’), AFML was appointed to provide investment advisory services to the Group including

advising the Group as to the strategic management of its portfolio of investments.

AFML and International Public Partnerships GP Limited are subsidiary companies of Amber Infrastructure Group Holdings Limited

(‘Amber Group’), in which Giles Frost is a Director and also a substantial shareholder.

Giles Frost is also a Director of International Public Partnerships Limited (the ‘Company’); International Public Partnerships Lux 1 Sarl;

(a wholly owned subsidiary of the Group); and certain other companies in which the Group indirectly has an investment. The transactions

with the Amber Group are considered related party transactions under IAS 24 ‘Related Party Disclosures’.

The Director’s fees of £59,000 (2023: £55,525) for Giles Frost’s directorship of the Company are paid to his employer, Amber Infrastructure

Limited (a member of the Amber Group).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024 continUeD

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The amounts of the transactions in the year that were related party transactions are set out in the table below:

		Related party expense in the Income Statement		Amounts owing to related parties in the Balance Sheet
	For the year ended	For the year ended
	31 December 2024	31 December 2023	At 31 December 2024	At 31 December 2023
	£’000s	£’000s	£’000s	£’000s
International Public Partnerships GP Limited 1	30,706	32,251	8,773	9,820
Amber Fund Management Limited 2	1,498	1,621	12	–
Total	32,204	33,872	8,785	9,820

1 Represents amounts paid to related parties for investment advisory fees.

2 Represents amounts paid to related parties to acquire or make investments or advisory fees associated with investments which are subsequently recorded in the balance sheet.

INVESTMENT ADVISORY ARRANGEMENTS

Investment advisory fees payable during the year are calculated as follows:

For existing construction assets:

– 1.2% per annum of gross asset value of investments bearing construction risk.

For existing fully operational assets:

– 1.2% per annum of the gross asset value (‘GAV’) excluding uncommitted cash from capital raisings up to £750 m;

– 1.0% per annum where GAV (excluding uncommitted cash from capital raisings) is between £750 m and £1.5 bn;

– 0.9% per annum where GAV (excluding uncommitted cash from capital raisings) is between £1.5 bn and £2.75 bn;

– 0.8% per annum where GAV (excluding uncommitted cash from capital raisings) value exceeds £2.75 bn.

Asset origination fees in connection with new acquisitions are charged at a rate of 1.5% of the value of new acquisitions.

The IAA can be terminated where less than 95% of the Group’s assets are available for use for certain periods and the Investment Adviser

fails to implement a remediation plan agreed with the Group. The IAA may also be terminated by either party giving to the other five years

notice of termination, expiring at any time after 10 years from the date of the IAA.

Following the year end, the Board and the Investment Adviser agreed to a change in the fee basis effective from 1 July 2025. For further

information on these changes see page 73.

As at 31 December 2024, the Amber Group held 8,002,379 (December 2023: 8,002,379) shares in the Company. The shares held by the

Investment Adviser in the Company helps further strengthen the alignment of interests between the two parties.

TRANSACTIONS WITH DIRECTORS

Shares acquired by Directors in the year are disclosed below:

	Number of New Ordinary Shares
	Year ended	Year ended
Director	31 December 2024	31 December 2023
Mike Gerrard	–	36,342
Julia Bond	17, 532	8,152
Stephanie Coxon	15,505	–
Meriel Lenfestey	8,000	–
Total purchased	41,037	44,494

Remuneration paid to the Non-Executive Directors is disclosed on page 72. Directors received dividends on total shares held as disclosed

on page 73, in accordance with the approved dividends detailed under note 15.

18. CONTINGENT LIABILITIES AND COMMITMENTS

As at 31 December 2024 the Group has committed funding of up to c.£21.5m (December 2023: c.£19.7m), which includes committed

investment amounts as noted in the Strategic Report on pages 18 to 20, as well as guaranteed amounts not necessarily forecast to be cash

invested which includes letters of credit under the CDF and a deferred commitment of c.£2.6m for BeNEX (December 2023: £3.3m) which is

due to be settled from future returns generated by BeNEX.

There were no other contingent liabilities at the date of this Report.

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19. EVENTS AFTER BALANCE SHEET

In March, the Company agreed to sell its minority interests in seven UK education PPPs to an existing co-shareholder for total proceeds of

c.£8m which is in line with the 31 December 2024 carrying value.

Following the year end, the Board and the Investment Adviser agreed to a change in the Company’s Investment Advisory fee basis effective

from 1 July 2025. For further information on these changes see page 77.

20. OTHER MANDATORY DISCLOSURES

NEW STANDARDS THAT THE GROUP HAS APPLIED FROM 1 JANUARY 2024

Standards and amendments to standards applicable to the Group that became effective during the year are listed below. These have no

material impact on the reported performance or financial statements of the Group.

– Amendments to IAS 7 and IFRS 7 Supplier Finance Arrangements (1 January 2024)

– Amendments to IAS 1 Classification of liabilities (1 January 2024)

STANDARDS ISSUED BUT NOT YET EFFECTIVE

– Standards applicable to the Group which are issued but not yet effective up to the date of issuance of the Group’s financial statements are

listed below. This listing is of standards and interpretations issued, which the Group reasonably expects to be applicable at a future date.

The Group intends to adopt these standards when they become effective, however does not currently anticipate the standards to have

a significant impact on the Group’s financial statements. Current assumptions regarding the impact of future standards will remain under

consideration in light of interpretation notes as and when they are issued.

– Amendments to IAS 21 Effects of Changes in Foreign Exchange Rates (1 January 2025);

UNCONSOLIDATED SUBSIDIARIES

A list of the significant investments in unconsolidated subsidiaries, including the name, country of incorporation as at 31 December 2024 and

proportion of ownership is shown below:

	Place of incorporation	Proportion of
	(or registration) and	ownership
Name	operation	interest %
Abingdon Limited Partnership	UK	100
Aggregator PLC	UK	100
Access Justice Durham Limited	Canada	100
AKS Betriebs GmbH & Co. KG	Germany	98
ASV Project LP	New Zealand	100
BBPP Alberta Schools Limited	Canada	100
Blackburn with Darwen Phase 1 Limited	UK	100
Blackburn with Darwen Phase 2 Limited	UK	100
BPSL No. 2 Limited Partnership	UK	100
Building Schools for the Future Investments LLP	UK	100
Calderdale Schools Partnership	UK	100
CHP Unit Trust	Australia	100
Derby City BSF Limited	UK	90
Derbyshire Courts Limited Partnership	UK	100
Derbyshire Schools	UK	100
Derbyshire Schools Phase Two Partnership	UK	100
Essex Schools Limited	UK	100
Future Ealing Phase 1 Limited	UK	100
Future Schools Partners LP	New Zealand	100
4 Futures Phase 1 Limited	UK	90
4 Futures Phase 2 Limited	UK	90
Hertfordshire Schools Building Partnership Phase 1 Limited	UK	100
H&W Courts Limited Partnership	UK	100
INPP Infrastructure Germany GmbH & Co. KG	Germany	100
Inspire Partnership Limited Partnership	UK	100
IPP CCC Limited Partnership	Ireland	100
Inspiredspaces Durham (Project Co 1) Limited	UK	100
Kent PFI (Project Co 1) Limited	UK	58
Inspiredspaces Nottingham (Project Co 1) Limited	UK	90
Inspiredspaces Nottingham (Project Co 2) Limited	UK	90
Inspiredspaces STaG (Project Co 1) Limited	UK	90.1

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024 continUeD

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	Place of incorporation	Proportion of
	(or registration) and	ownership
Name	operation	interest %
Inspiredspaces StaG (Project Co 2) Limited	UK	90.1
Inspiredspaces Wolverhampton (Project Co 1) Limited	UK	100
Transform Islington (Phase 1) Limited	UK	90
Transform Islington (Phase 2) Limited	UK	90
IPP (Moray Schools) Holdings Limited	UK	100
Maesteg School Partnership	UK	100
Next Step Partners LP	New Zealand	100
Northampton Schools Limited Partnership	UK	100
Northern Diabolo N.V.	Belgium	100
Oldham BSF Limited	UK	99
OPP Hobro Tinglysningsret A/S	Denmark	66.7
OPP Ørstedskolen A/S	Denmark	66.7
OPP Vildbjerg Skole A/S	Denmark	66.7
OPP Randers P-Hus A/A	Denmark	66.7
PSBP Midlands Limited	UK	92.5
Pinnacle Healthcare (OAHS) Trust	Australia	100
Plot B Partnership	UK	100
ShapEd NZ LP	New Zealand	100
St Thomas More School Partnership	UK	100
PPP Solutions (Long Bay) Partnership	Australia	100
PPP Solutions (Showgrounds) Trust	Australia	100
Strathclyde Limited Partnership	UK	100
TH Schools Limited Partnership	UK	100
TC Robin Rigg OFTO Limited	UK	100
TC Barrow OFTO Limited	UK	100
TC Gunfleet Sands OFTO Limited	UK	100
TC Ormonde OFTO Limited	UK	100
TC Lincs OFTO Limited	UK	100
TC Westermost Rough OFTO Limited	UK	100
TC Dudgeon OFTO PLC	UK	100
TC Beatrice OFTO Limited	UK	100
TC Rampion OFTO Limited	UK	100
TC East Anglia OFTO Limited	UK	100
TC Moray East OFTO Limited	UK	100

The entities listed above in aggregate represent 53.6% (December 2023: 54.7%) of investments at fair value through profit or loss.

The remaining fair value is driven from joint ventures, associate interests and minority stakes held by the Group.

CONSOLIDATED SUBSIDIARIES

The subsidiary undertakings of the Company, all of which have been included in these consolidated financial statements are as follows:

	Place of incorporation	Proportion of
	(or registration) and	ownership
Name	operation	interest %
International Public Partnerships Limited Partnership	UK	100
International Public Partnerships Lux 1 Sarl	Luxembourg	100
International Public Partnerships Lux 2 Sarl	Luxembourg	100
IPP Bond Limited	UK	100
IPP Holdings 1 Limited	UK	100
IPP Investments UK Limited	UK	100
IPP Investments Limited Partnership	UK	100

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FINANCIAL STATEMENTScorporate governance

21. INVESTMENTS

The Group holds 141 investments across energy transmission, education, transport, health, judicial, waste water, family housing for service

personnel and other sectors. The table below sets out the Group’s investments that are recorded at fair value through profit or loss.

		Status at	Per cent. Risk Capital
Investment Name	Country	31 December 2024	owned by the Group 1	Investment end
UK
UK PPP Assets
Calderdale Schools	UK	Operational	100.0	April 2030
Derbyshire Schools Phase Two	UK	Operational	100.0	February 2032
Northamptonshire Schools	UK	Operational	100.0	December 2037
Derbyshire Courts	UK	Operational	100.0	August 2028
Derbyshire Schools Phase One	UK	Operational	100.0	April 2029
North Wales Police HQ	UK	Operational	100.0	December 2028
St Thomas More Schools	UK	Operational	100.0	April 2028
Tower Hamlets Schools	UK	Operational	100.0	August 2027
Norfolk Police HQ	UK	Operational	100.0	December 2036
Strathclyde Police Training Centre	UK	Operational	100.0	September 2026
Hereford & Worcester Courts	UK	Operational	100.0 2	September 2025
Abingdon Police Station	UK	Operational	100.0	April 2030
Bootle Government Offices	UK	Operational	100.0	December 2025
Maesteg Schools	UK	Operational	100.0	July 2033
Moray Schools	UK	Operational	100.0	February 2042
Liverpool Library	UK	Operational	100.0	November 2037
Townlands Hospital	UK	Operational	100.0	November 2041
Priority Schools Building Aggregator Programme
Batch 1 – Schools in North East England	UK	Operational	0.0 2	August 2040
Batch 2 – Schools in Hertfordshire, Luton and Reading	UK	Operational	0.0 2	November 2040
Batch 3 – Schools in North West of England	UK	Operational	0.0 2	August 2041
Batch 4 – Schools in the Midlands Region	UK	Operational	92.5 2	December 2041
Batch 5 – Schools in Yorkshire	UK	Operational	0.0 2	September 2041
OFTOs
Robin Rigg OFTO	UK	Operational	100.0 2	March 2031
Gunfleet Sands OFTO	UK	Operational	100.0 2	July 2031
Barrow OFTO	UK	Operational	100.0 2	March 2030
Ormonde OFTO	UK	Operational	100.0 2	July 2032
Lincs OFTO	UK	Operational	100.0	November 2034
Westermost Rough OFTO	UK	Operational	100.0	February 2036
Dudgeon OFTO	UK	Operational	100.0	November 2038
Beatrice OFTO	UK	Operational	100.0	April 2045
Rampion OFTO	UK	Operational	100.0	November 2041
East Anglia OFTO	UK	Operational	100.0	December 2044
Moray East OFTO	UK	Operational	100.0	September 2047
Building Schools for the Future Portfolio
Minority Shareholdings in 17
Building Schools for the Future Projects	UK	Operational	Various	Various
Blackburn with Darwen Phase One	UK	Operational	100.0	September 2036
Blackburn with Darwen Phase Two	UK	Operational	100.0	September 2039
Integrated Bradford SPV Two Limited	UK	Operational	30.7	September 2037
Derby City	UK	Operational	90.0	August 2037
Durham Schools	UK	Operational	100.0	January 2036
Ealing Schools Phase One	UK	Operational	80.0	March 2038
Essex Phase Two	UK	Operational	100.0	December 2036
Hertfordshire Schools Phase One	UK	Operational	100.0	August 2037
Islington Phase One	UK	Operational	90.0	August 2034

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024 continUeD

1 Risk Capital includes project-level equity and/or subordinated shareholder debt.

2 Investment contains senior or mezzanine debt in addition to any Risk Capital ownership shown.

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		Status at	Per cent. Risk Capital
Investment Name	Country	31 December 2024	owned by the Group 1	Investment end
Islington Phase Two	UK	Operational	90.0	March 2039
Lewisham Phase 1	UK	Operational	90.0	December 2034
Lewisham Phase 2	UK	Operational	90.0	August 2037
Lewisham Phase 3	UK	Operational	90.0	August 2037
Lewisham Phase 4	UK	Operational	81.0	March 2038
Oldham Schools	UK	Operational	99.0	August 2037
Tameside Schools One	UK	Operational	46.0	August 2036
Tameside Schools Two	UK	Operational	46.0	August 2037
Nottingham Schools One	UK	Operational	90.0	August 2034
Nottingham Schools Two	UK	Operational	90.0	August 2038
South Tyneside and Gateshead Schools One	UK	Operational	90.1	October 2034
South Tyneside and Gateshead Schools Two	UK	Operational	90.1	September 2036
Southwark Phase One	UK	Operational	90.0	January 2036
Southwark Phase Two	UK	Operational	90.0	December 2036
Wolverhampton Schools Phase One	UK	Operational	100.0	September 2037
Wolverhampton Schools Phase Two	UK	Operational	100.0	August 2040
Kent Schools	UK	Operational	58.0	August 2035
NHS LIFT Portfolio
Beckenham Hospital	UK	Operational	49.8	December 2033
Garland Road Health Centre	UK	Operational	49.8	December 2031
Alexandra Avenue Primary Care Centre, Monks Park
Health Centre (two projects)	UK	Operational	49.8	June 2031
Gem Centre Bentley Bridge, Phoenix Centre
(two projects)	UK	Operational	49.8	December 2030
Sudbury Health Centre	UK	Operational	49.8	November 2032
Mt Vernon	UK	Operational	49.8	December 2033
Lakeside	UK	Operational	49.8	November 2032
Fishponds Primary Care Centre, Hampton House
Health Centre (two projects)	UK	Operational	33.4	January 2031
Shirehampton Primary Care Centre, Whitchurch
Primary Care Centre (two projects)	UK	Operational	33.4	May 2032
Blackbird Leys Health Centre, East Oxford Care
Centre (two projects)	UK	Operational	33.4	May 2031
Brierley Hill	UK	Operational	34.5	April 2035
Ridge Hill Learning Disabilities Centre, Stourbridge
Health & Social Care Centre
(two projects)	UK	Operational	34.3	October 2031
Harrow NRC (three projects)	UK	Operational	49.8	June 2034
Goscote Palliative Care Centre	UK	Operational	49.8	November 2035
South Bristol Community Hospital	UK	Operational	33.4	February 2042
East London LIFT Project One (four projects)	UK	Operational	30.0	October 2030
East London LIFT Project Two (three projects)	UK	Operational	30.0	April 2033
East London LIFT Project Three
(Newby Place)	UK	Operational	30.0	May 2037
East London LIFT Project Four (two projects)	UK	Operational	30.0	August 2036
Eltham Community Hospital	UK	Operational	49.8	January 2040

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FINANCIAL STATEMENTScorporate governance

		Status at	Per cent. Risk Capital
Investment Name	Country	31 December 2024	owned by the Group 1	Investment end
Other UK
Angel Trains	UK	Operational	10.0	December 2058
Tideway	UK	Construction	17. 9	March 2150
Cadent	UK	Operational	7.25	June 2069
National Digital Infrastructure Fund	UK	Operational	45.0	July 2027
Australia
Royal Melbourne Showgrounds	Australia	Operational	100.0	August 2031
Long Bay Forensic & Prisons Hospital Project	Australia	Operational	100.0	July 2034
Reliance Rail	Australia	Operational	33.0	February 2044
Royal Children’s Hospital	Australia	Operational	100.0	December 2036
Orange Hospital	Australia	Operational	100.0	December 2035
NSW Schools	Australia	Operational	25.0	December 2035
Gold Coast Light Rail	Australia	Operational	30.0	May 2029
Victoria Schools Two	Australia	Operational	100.0	December 2042
Flinders University	Australia	Operational	100.0	March 2049
New Zealand
NZ Schools 1	New Zealand	Operational	100.0	December 2038
NZ Schools 2	New Zealand	Operational	100.0	December 2042
NZ Schools 3	New Zealand	Operational	100.0	December 2043
Auckland Prison	New Zealand	Operational	100.0	June 2043
ASV	New Zealand	Operational	100.0	October 2093
North America
Alberta Schools	Canada	Operational	100.0	June 2040
Durham Courts	Canada	Operational	100.0	November 2039
FHSP	US	Operational	100.02	October 2052
Europe (excl. UK)
Diabolo Rail Link	Belgium	Operational	100.0	June 2047
Dublin Courts	Ireland	Operational	100.0	February 2035
BeNEX	Germany	Operational	100.0	December 2049
Federal German Ministry of Education and Research
Headquarters	Germany	Operational	98.0	July 2041
Pforzheim Schools	Germany	Operational	98.0	September 2039
Offenbach Police Centre	Germany	Construction	45.0	June 2050
Hobro Court	Denmark	Operational	66.7	December 2027
Randers Hospital Parking Facility	Denmark	Operational	66.7	April 2041
Ørsted School	Denmark	Operational	66.7	June 2038
Vildbjerg School	Denmark	Operational	66.7	December 2036

1 Risk Capital includes project-level equity and/or subordinated shareholder debt.

2 Investment contains senior or mezzanine debt in addition to any Risk Capital ownership shown.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024 continUeD

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ALTERNATIVE PERFORMANCE MEASURES

In accordance with ESMA Guidelines on APMs, the Board has considered what APMs are included in the Annual Report and financial

statements which require further clarification. An APM is defined as a financial measure of historical or future financial performance, financial

position, or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework. APMs included

in the Annual Report and financial statements are identified as non-GAAP measures and are defined within the glossary, set out on the

nextpages.

APM 31 December 2024 31 December 2023

Cash Dividend

Cover

Cash dividend payments to investors covered by the net operating cash flow

before capital activity. This measure shows the sustainability of the cash dividend

payments made by the Company. Net operating cash flows before capital activity

include net repayments from investments at fair value through profit and loss and

finance costs paid and exclude investment transaction costs when compared to

net cash inflows from operations as disclosed in the statutory cash flow statement

in the financial statements on page 93

2.1x (total) /

1.1x (excluding

cash from

realisation

activity)

1.7x / 1.1x

Cash from

Investments

Cash from investments reflects cash distributions received from the investment

portfolio. This measure is used to provide investors with information behind the

components of net operating cash flows before capital activity, a measure used

as part of the cash dividend cover calculations. Reconciliations to the nearest

comparable figures presented in the cash flow statement are included on page

93 as part of the reconciliation of net operating cash flows before capital activity

359.9m 307.1m

Dividend Growth Represents the growth in dividend per share paid to shareholders compared to

the prior year. This measure provides information on the Company’s dividend

performance. Dividends paid and number of issued shares can be found disclosed

in the financial statements and notes to the financial statements

3.0% 5.0%

Dividend per Share Represents dividends per Ordinary Share issued, as disclosed in the financial

statements. This measure provides information on the Company’s dividend

performance. Dividends paid and number of issued shares can be found disclosed

in the financial statements and notes to the financial statements

8.37p 8.13p

Net Asset Value

(‘NAV’)

Represents the equity attributable to equity holders of the parent in the Balance

Sheet. This terminology is used as it is common investment sector terminology

and so is the most understandable to the users of the Annual and Interim Reports.

Components of NAV are further discussed throughout this Annual Report,

including from page 32

£2.7bn £2.9 bn

Net Asset Value

(‘NAV’) per share

Represents the equity attributable per share to equity holders of the parent in

the Balance Sheet. This terminology is used as it is common investment sector

terminology and so is the most understandable to the users of the Annual Report

144.7p 152.6p

Net operating cash

flows before capital

activity

Represents the cash flows from the Company’s operations before capital activity

relating to the acquisition of new investments, issues of new capital or payment of

dividends. This approach is used to provide investors with an indication of cash

flows generated from operational activity and is used as part of the cash dividend

cover calculations. Components of net operating cash flows before capital activity

are further discussed throughout this Annual Report, including from page 32

£322.1m £263.5m

Portfolio Inflation-

linked return /

Inflation-linked cash

flows

Calculated by running a ‘plus 1.00%’ inflation sensitivity for each investment

and solving each investment’s discount rate to return the original valuation.

The inflation-linked cash flows is the increase in the portfolio weighted average

discount rate. This measure provides an indication of the portfolio’s inflation

protection. There is no near comparable in the financial statements

0.7% 0.7%

Total Shareholder

Return (‘TSR’)

Share price appreciation plus dividends assumed to be reinvested since IPO.

The total return based on the NAV appreciation plus dividends paid since the IPO.

There is no direct reconciliation to the financial statements, being a calculation

instead derived from the Company’s share price. However, a nearest comparison

where this measure based on a figure in the financial statements is provided in

the Strategic Report, Investor Returns, Total Shareholder Return paragraph on

page 32

191.7% 209.6%

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GLOSSARY

INCLUDING ALTERNATIVE PERFORMANCE MEASURES

AGM

The Company’s Annual General Meeting

AIC

Association of Investment Companies

AIF

Alternative Investment Fund

AIFMD

Alternative Investment Fund Managers Directive

AFML

Amber Fund Management Limited, a member of the Amber Group

AMBER/AMBER INFRASTRUCTURE

The Company’s Investment Adviser (Amber Fund Management

Limited and its corporate group)

AMBER GROUP

Amber Infrastructure Group Holdings Limited and its subsidiaries

APMs

In accordance with ESMA Guidelines on Alternative Performance

Measures (‘APMs’) the Board has considered what APMs are

included in the Annual Report and financial statements which

require further clarification. An APM is defined as a financial measure

of historical or future financial performance, financial position, or

cash flows, other than a financial measure defined or specified in

the applicable financial reporting framework. APMs included in the

Annual Report and financial statements are identified as non-GAAP

measures and are defined within this glossary

ARC

The Company’s Audit and Risk Committee

ASCE

American Society of Civil Engineers

AVERAGE NAV

Average of published NAVs for the relevant periods

BEPS

Base Erosion and Profit Shifting

BESS

British Energy Security Strategy

BSF

Building Schools for Future Projects

CASH DIVIDEND COVER

Non-GAAP measure. Cash dividend payments to investors covered

by the Net operating cash flow before capital activity. This measure

shows the sustainability of the cash dividend payments made by the

Company. Net operating cash flows before capital activity include

net repayments from investments at fair value through profit and loss

and finance costs paid and exclude investment transaction costs

when compared to net cash inflows from operations as disclosed in

the statutory cash flow statement in the financial statements

CDF

The Company’s corporate debt facility

CEF

Connecting Europe Facility

CMA

Competition and Markets Authority

CSR

Corporate Social Responsibility

CPI

Consumer Price Index

CPIH

CPI (including owner occupied housing costs)

CSRD

Corporate Sustainability Reporting Directive

DIVIDEND GROWTH

Non-GAAP measure. Represents the growth in dividend per share

paid to shareholders compared to the prior year. This measure

provides information on the Company’s dividend performance.

Dividends paid and number of issued shares can be found disclosed

in the financial statements and notes to the financialstatements

DIVIDEND PER SHARE

Non-GAAP measure. Represents dividends paid per Ordinary share

issued, as disclosed in the financial statements. This measure

provides information on the Company’s dividend performance.

Dividends paid and number of issued shares can be found disclosed

in the financial statements and notes to the financialstatements

EFRAG

European Financial Reporting Advisory Group

ESG

Environmental, Social and Governance

EU TAXONOMY

EU Taxonomy for Sustainable Activities

FCA

Financial Conduct Authority

FHSP

The Company’s Family Housing for Service Personnel investment

FMP

Financial Market Participant

Financial Project

FRC

The Financial Reporting Council

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GAV

Gross asset value

GDNs

Gas distribution networks

GFSC

The Guernsey Financial Services Commission

GHG

Greenhouse gas emissions

GRESB INFRASTRUCTURE

The Infrastructure Asset Assessment assesses ESG performance

atthe asset level for infrastructure asset operators, fund managers

and investors that invest directly in infrastructure

GSLL

Green Sustainability-Linked Loan

HMRB

Flinders University Health and Medical Research Building

IAA

Investment Advisory Agreement

IFRS

International Financial Reporting Standards

IIJA

Infrastructure Investment and Jobs Act

INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED

The ‘Company’, ‘INPP’, the ‘Group’ (where including

consolidatedentities)

INVESTMENT ADVISER

Amber (see above)

IPA

Infrastructure and Projects Authority

IPO

Initial public offering

IRA

Inflation Reduction Act

IRR

The internal rate of return

ISA

Individual Savings Account

ISSB

International Sustainability Standards Board

HUNT

Amber’s long-term investor, US Group, Hunt Companies LLC

KID

The Company’s Key Information Document

KPIs

Key performance indicators

LIBOR

The London Inter-Bank Offered Rate is an interest-rate average

calculated from estimates submitted by the leading banks in London

NDIF

National Digital Infrastructure Fund

NET ASSET VALUE (‘NAV’)

Non-GAAP measure. Represents the equity attributable to equity

holders of the parent in the Balance Sheet. This terminology is used

as it is common investment sector terminology and so is the most

understandable to the users of the Annual Report. Components of

NAV are further discussed throughout the Annual Report, including

from page 30

NET ASSET VALUE (‘NAV’) PER SHARE

Non-GAAP measure. Represents the equity attributable per share to

equity holders of the parent in the Balance Sheet. This terminology

is used as it is common investment sector terminology and so is the

most understandable to the users of the Annual Report

NET OPERATING CASH FLOWS BEFORE CAPITAL ACTIVITY

Non-GAAP measure. Represents the cash flows from the

Company’s operations before capital activity relating to the

acquisition of new investments, issues of new capital or payment

of dividends. This approach is used to provide investors with an

indication of cash flows generated from operational activity and is

used as part of the cash dividend cover calculations. Components

of net operating cash flows before capital activity are further

discussed throughout the Annual Report, including from page 30

NET ZERO

Net zero refers to balancing the amount of emitted greenhouse

gases with the equivalent emissions that are either offset or

sequestered. This should primarily be achieved through a rapid

reduction in carbon emissions, but where zero carbon cannot be

achieved, offsetting through carbon credits or sequestration through

rewilding or carbon capture and storage needs to be utilised

NIS

National Infrastructure Strategy

OECD

Organisation for Economic Co-operation and Development

OFGEM

Office of Gas and Electricity Markets

OFTO

Offshore Electricity Transmission project

Ofwat

Water Services Regulation Authority

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Strategic report corporate governance Financial StatementSoverview

PAI

SFDR Principal Adverse Impacts

PCAF

Partnership for Carbon Accounting Financials

PEPs

Personal Equity Plan account

PFI

Projects and private finance initiative

PORTFOLIO INFLATION-LINKED RETURN / INFLATION-

LINKED CASH FLOWS

Non-GAAP measure. Calculated by running a ‘plus 1.00%’ inflation

sensitivity for each investment and solving each investment’s

discount rate to return the original valuation. The inflation-linked

cash flows is the increase in the portfolio weighted average discount

rate. This measure provides an indication of the portfolio’s inflation

protection. There is no near comparable in the financial statements

PPP

Public-private partnerships

PRI

The UN-backed Principles for Responsible Investment

PRIIPs

Packaged Retail and Insurance-based Investment Product

PwC

The Company’s auditors PricewaterhouseCoopers CI LLP

RNS

Regulatory news service

ROSCO

Rolling stock leasing company

RPI

UK Retail Price Index

RTS

EU Commission’s Regulatory Technical Standards relating

totheSFDR

SCOPE 1 EMISSIONS

Direct emissions from owned or controlled sources

SCOPE 2 EMISSIONS

Indirect emissions from the generation of purchased energy

SCOPE 3 EMISSIONS

All indirect emissions (not included in Scope 2) that occur in the

value chain of the reporting company, including both upstream

anddownstream emissions

SDGs

Sustainable Development Goals

SDR

The proposed UK Sustainability Disclosure Requirements

SFDR

The EU Sustainable Finance Disclosure Regulation

SID

Senior Independent Director

SIPPs

A self-invested personal pension

SONIA

SONIA is the effective reference for overnight indexed swaps

forunsecured transactions in the Sterling market

SPV

Special Purpose Vehicle

TCFD

Task Force on Climate-related Financial Disclosures

THE COMPANY

International Public Partnerships Limited

TOCs

Train operating companies

TOTAL SHAREHOLDER RETURN (‘TSR’)

Non-GAAP measure. Share price appreciation plus dividends

assumed to be reinvested since IPO. The total return based on the

NAV appreciation plus dividends paid since the IPO. There is no

direct reconciliation to the financial statements, being a calculation

instead derived from the Company’s share price. However, a nearest

comparison where this measure based on a figure in the financial

statements is provided in the Strategic Report, Investor Returns,

Total Shareholder Return paragraph

TNFD

Taskforce on Nature-related Financial Disclosures

TRANSITION RISK

Transition risks include policy changes, reputational impacts, and

shifts in market preferences, norms and technology. Transition

opportunities include those driven by resource efficiency and the

development of new technologies, products and services, which

could capture new markets and sources of funding

UNGC

UN Global Compact

WACI

Weighted Average Carbon Intensity

WTW

Willis Towers Watson

GLOSSARY

INCLUDING ALTERNATIVE PERFORMANCE MEASURES continUeD

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KEY CONTACTS

INVESTMENT ADVISER

Amber Fund Management Limited

3 More London Riverside

London

SE1 2AQ

INDEPENDENT AUDITOR

PricewaterhouseCoopers CI LLP

PO Box 321

Royal Bank Place

1 Glategny Esplanade

St Peter Port

Guernsey

Channel Islands

GY1 4ND

CORPORATE BROKERS

Deutsche Numis

31 Gresham Street

London

EC2V 7QA

REGISTERED OFFICE

PO Box 286

Floor 2, Trafalgar Court

Les Banques

Guernsey

Channel Islands

GY1 4LY

LEGAL ADVISER

Carey Olsen

PO Box 98, Carey House

Les Banques

Guernsey

Channel Islands

GY1 4BZ

PUBLIC RELATIONS

FTI Consulting

200 Aldersgate

Aldersgate Street

London

EC1A 4HD

ADMINISTRATOR AND

COMPANY SECRETARY

Ocorian Administration (Guernsey) Limited

PO Box 286

Floor 2, Trafalgar Court

Les Banques

Guernsey

Channel Islands

GY1 4LY

CORPORATE BANKER

Royal Bank of Scotland International

1 Glategny Esplanade

St Peter Port

Guernsey

Channel Islands

GY1 4BQ

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SFDR PERIODIC REPORTING REQUIREMENTS (unaudited)

Product name: International Public Partnerships Ltd (the “Company”)

Legal entity identifier:

International Public Partnerships Ltd (2138002AJT55TI5M4W30)

Environmental and/or social characteristics

Did this financial product have a sustainable investment objective?

Yes

It made sustainable

investments with an

environmental objective: ___%

in economic activities that

qualify as environmentally

sustainable under the EU

Taxonomy

in economic activities that do

not qualify as environmentally

sustainable under the EU

Taxonomy

It promoted Environmental/Social (E/S)

characteristics and

while it did not have as its objective a

sustainable investment, it

had a proportion of

__% of sustainable investments

with an environmental objective in economic

activities that qualify as environmentally

sustainable under the EU Taxonomy

with an environmental objective in

economic activities that do not qualify as

environmentally sustainable under the EU

Taxonomy

with a social objective

It made sustainable investments

with a social objective: ___%

It promoted E/S characteristics, but did not

make any sustainable investments

Sustainable

investment means

an investment in an

economic activity

that contributes to

an environmental or

social objective,

provided that the

investment does not

significantly harm

any environmental or

social objective and

that the investee

companies follow

good governance

practices.

The EU Taxonomy is

a classification

system laid down in

Regulation (EU)

2020/852,

establishing a list of

environmentally

sustainable

economic activities.

That Regulation

does not lay down a

list of socially

sustainable

economic activities.

Sustainable

investments with an

environmental

objective might be

aligned with the

Taxonomy or not.

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To what extent were the environmental and/or social characteristics

promoted by this financial product met?

Through its investments in infrastructure that support a sustainable society, the Company promotes

environmental and social characteristics but does not have sustainable investment as its objective and

does not invest in sustainable investments, as defined under the SFDR.

The Company has strengthened the alignment of its investment activity with the objectives of the Paris

Agreement, the recommendations of the Taskforce on Climate-related Financial Disclosures (“TCFD”) and

investments that positively contribute towards the UN Sustainable Development Goals (“SDGs”).

In the course of the relevant reporting period, the Company ensured that these environmental and social

characteristics were met in accordance with the Company’s internal policies and procedures, and in the

following ways:

(a) Sustainable Development Goal Alignment

The Company draws on the SDGs to demonstrate the positive environmental and social characteristics of

its investments. Please refer to page 44 of this report for more information on the Company’s approach

to SDG alignment, and contribution during the period. This page highlights the primary SDGs that are

supported by the Company’s investments, alongside alignment of the full portfolio by fair value.

(b) Alignment with INPP Exclusion criteria

All investments met the Company’s exclusion criteria, which are summarised below.

The Company did not invest in infrastructure projects or associated businesses that had not demonstrated

the ability or willingness to manage current and future ESG risks effectively, unless as a result of its

involvement, the Company determined it would be able to significantly improve its ESG credentials.

This means the Company did not invest in businesses or sectors relating to arms, tobacco, pornography,

gambling, alcohol or any other sectors that have the potential to lead to human rights abuses. Equally,

the Company did not invest in any infrastructure assets or associated businesses that had an unacceptable

impact on the environment. The Company aligned its investment activities with the objectives of the Paris

Agreement and did not invest in any infrastructure projects or associated businesses that do not have the

potential to support/align with a low-carbon future.

Finally, the Company did not invest in infrastructure or associated businesses that have a track record of;

• Corrupt practices;

• Poor governance and ethics practices; or

• Poor safety or environmental management.

Except for the exclusions stated above, the Company does not typically exclude infrastructure companies,

sectors or asset types based on any particular activity or ESG exposure. Instead, the Company prefers to

engage with the investments in its portfolio and use its position to influence positive change.

100% of the portfolio aligned with the Company’s minimum Governance standards. Please refer to page

45 of this report for more information.

(d) ESG incorporated through the investment process

ESG was considered for all new investments, following the process summarised below.

The consideration of ESG risks and opportunities is a formal element of the investment origination process.

Following a review against the Company’s exclusion criteria, every investment opportunity underwent a

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Annual Report and financial statements 2024

detailed screening and due diligence process, which considered both potentially negative and positive

impacts. In line with international industry practice, potential investments were categorised as follows:

• Category A – Investments with the potential to cause adverse environmental and social risks and/or

impacts that are diverse, irreversible or unprecedented in the absence of mitigation;

• Category B – Investments with potential limited adverse environmental and social risks and/or

impacts that are few in number, generally site-specific, largely reversible and readily addressed

through mitigation measures; and

• Category C – Investments with minimal or no adverse environmental and social risks and/or impacts.

This categorisation then determined the level of due diligence undertaken.

For further information regarding ESG integration across the investment life cycle, please see page 10 of

the Sustainability Report.

How did the sustainability indicators perform?

Information regarding the performance of the Company’s investments against its Sustainable Development

Goal alignment and sustainability indicators are provided on pages 37 and 40 of this report and pages 5 and 23

of the Company’s Sustainability Report. In addition, 100% of investments met the Company’s exclusion criteria,

minimum governance standards and ESG incorporation into the investment process.

…and compared to previous periods?

Information regarding the performance of the Company's investments against its sustainability indicators, in

comparison to the previous period, is provided on page 47 of this report and page 28 of the Company’s

Sustainability Report.

Similarly, we confirm that there is no change to meeting the Company’s exclusion criteria, minimum governance

standards and ESG incorporation into the investment process. Please see a comparison of Sustainable

Development Goal alignment below.

2024

2023

Patients treated in healthcare facilities

developed and maintained by the Company

>615,000 >610,000

Students attending schools developed and

maintained by the Company

> 181,000 > 180,000

Estimated equivalent number of homes

through offshore transmission investments

>3,700,000 >2,700,000

Jobs supported across all investments

>11,000

>10,400

Annual passenger journeys through

sustainable transport investments

> 243,000,000 > 212,000,000

The three components of the London

Tideway Improvements will work

conjunctively to reduce discharges in a

typical year by about 37 million cubic metres

37,000,000 m3 37,000,000 m3

Sustainability

indicators measure

how the

environmental or

social

characteristics

promoted by the

financial product

are attained.

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What were the objectives of the sustainable investments that the financial product

partially made and how did the sustainable investment contribute to such objectives?

The Company promotes environmental or social characteristics but does not have as its objective sustainable

investment.

How did the sustainable investments that the financial product partially made not cause

significant harm to any environmental or social sustainable investment objective?

How were the indicators for adverse impacts on sustainability factors taken into

account?

Not applicable

Were sustainable investments aligned with the OECD Guidelines for Multinational

Enterprises and the UN Guiding Principles on Business and Human Rights? Details:

Not applicable

Principal

adverse impacts

are the most

significant

negative impacts

of investment

decisions on

sustainability

factors relating

environmental,

social and

employee

matters, respect

for human

rights, anti‐

corruption and

anti‐bribery

matters.

The EU Taxonomy sets out a “do not significant harm” principle by which

Taxonomy-

aligned investments should not significantly harm EU Taxonomy

objectives and is accompanied by specific Union criteria.

The

“do no significant harm” principle applies only to those investments

underlying the financial product that take into account the Union criteria for

environmentally sustainable economic activities. The investments underlying the

remaining portion of this financial product do not take into account the Union

criteria for environmentally sustainable economic activities.

Any other sustainable investments must also not significantly harm any

environmental or social objectives.

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Annual Report and financial statements 2024

How did this financial product consider principal adverse impacts on

sustainability factors?

Not applicable.

As detailed in the section entitled “To what extent were the environmental and/or social characteristics

promoted by this financial product met?", every investment opportunity undergoes a detailed screening

and due diligence process during which the potential negative impacts that an investment may have on

an environmental and/or social characteristic are further considered. Those investments with potential

to cause environmental and social risks and/or impacts that are diverse, irreversible or unprecedented in

the absence of mitigation are subject to a higher level of due diligence to ensure that any risks are

sufficiently mitigated and opportunities realised.

What were the top investments of this financial product?

Largest investments

Sector

% Assets

Country

Cadent

Gas Distribution

16.1%

Tideway

Waste water

15.0%

Diabolo

Transport

8.1%

Belgium

Angel Trains

Transport

6.0%

OFTO – East Anglia

Energy Transmission

4.3%

OFTO – Lincs

Energy Transmission

3.6%

OFTO – Moray East

Energy Transmission

3.2%

BeNEX

Transport

3.2%

Germany

Family Housing for

Service Personnel

Other

2.7%

Reliance Rail

Transport

2.5%

Australia

The list includes the

investments

constituting the

greatest proportion

of investments of

the financial product

during the reference

period which is: 1

January to 31

December 2023

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What was the proportion of sustainability-related investments?

Not applicable – as noted above, the Company promotes environmental and social characteristics but

does not have sustainable investment as its objective and therefore did not invest in sustainable

investments, as defined under the SFDR.

What was the asset allocation?

96% of the Company’s investments were used to attain the environmental or social characteristics of the

Company. The Company may hold cash reserves and/or enter into derivative transactions for the purposes

of ancillary liquidity, ongoing portfolio management and hedging. Given the purpose of these

investments, there are no minimum environmental and social safeguards applied to such investments. As

noted above, for the reporting period, the value of such “other” assets related to 4% of the Company’s

investments.

In which economic sectors were the investments made?

The Company’s investments were in infrastructure assets, in the following sectors: energy, transmission,

transport, education, gas distribution, waste water, health, family housing for service personnel, digital,

courts and custodial.

To what extent were the sustainable investments with an environmental

objective aligned with the EU Taxonomy?

In accordance with the criteria for sustainable investments under the SFDR, the Company does not have

a sustainable investment objective, nor has it committed to making sustainable investments. However,

this Annual Report includes a summary of an internal assessment of the Company's investments based

on the EU Taxonomy technical screening criteria outlined in the Delegated Regulation (EU) 2021/2139

(‘Climate Delegated Act’) and Delegated Regulation (EU) 2023/2486 (‘Environmental Delegated Act’). For

more information, please refer to page 27 of the Company’s Sustainability Report.

1 Aligned with E/S characteristics includes the investments of the financial product used to attain the

environmental or social characteristics promoted by the financial product.

#2 Other includes the remaining investments of the financial product which are neither aligned with the

environmental or social characteristics, nor are qualified as sustainable investments.

Investments

#1 Aligned with E/S characteristics

#2 Other

To comply with the

EU Taxonomy, the

criteria for fossil

gas include

limitations on

emissions and

switching to fully

renewable power

or low-carbon

fuels by the end of

2035. For nuclear

energy, the criteria

include

comprehensive

safety and waste

management

rules.

Enabling activities

directly enable

other activities to

make a substantial

contribution to an

environmental

objective.

Transitional

activities are

activities for which

low-carbon

alternatives are not

yet available and

among others have

greenhouse gas

emission levels

corresponding to

the best

performance.

Asset allocation

describes the

share of

investments in

specific assets.

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48% of the Company’s investments, by portfolio value, were determined to be aligned with the EU

Taxonomy, further to the Company's internal assessment and based on the information provided by the

investment companies. Those Taxonomy-aligned investments contributed substantially to two of the

environmental objectives under the EU Taxonomy: (i) climate change mitigation and (ii) sustainable use

and protection of water and marine resources.

The Investment Adviser has determined that portfolio value is the most relevant indicator for calculating

the Taxonomy-alignment of its investments in infrastructure assets. The Company's Investment Adviser

has also sought to determine the proportion of Taxonomy-alignment using turnover, Capex and Opex, as

required for the purposes of disclosing in accordance with the charts below. For the purpose of these

calculations, the proportion of each Taxonomy-aligned investments' turnover, CapEx and OpEx that is

Taxonomy-aligned was weighted according to the proportional value of the Company's total investments.

Climate change mitigation-aligned investments meet the following environmentally sustainable

economic activities:

• Transmission and distribution of energy

• Passenger interurban rail transport

Sustainable use and protection of water and marine resources aligned investments meet the following

environmentally sustainable economic activities:

• Urban Waste Water Treatment

As noted above, the charts below provide details of turnover, CapEx and OpEx for those investments

estimated to be aligned with the EU Taxonomy. These investments include OFTOs, Reliance Rail, Diabolo,

Gold Coast Light Rail (Climate Change mitigation) and Tideway (Sustainable use and protection of water

and marine resources).

For completeness, the Company estimates that 54% of the portfolio is eligible for alignment with the EU

Taxonomy. The Company’s Investment Adviser is working to identify those investments that are eligible

for alignment with the EU Taxonomy but have not yet been determined to be aligned. They aim to gather

greater evidence of policies and procedures in place to ensure that all underlying criteria are met.

Therefore, the Investment Adviser has taken a conservative approach and determined that 0% of the

Company's remaining investments are Taxonomy-aligned. A contributing factor is that a significant

proportion of these investments are in the social infrastructure space, which is not considered under the

current iteration of the EU Taxonomy and its technical screening criteria for environmentally sustainable

economic activities.

Did the financial product invest in fossil gas and/or nuclear energy related

activities complying with the EU Taxonomy

Yes:

In fossil gas

In nuclear energy

Fossil gas and/or nuclear related activities will only comply with the EU Taxonomy where they contribute to limiting climate

change (“climate change mitigation”) and do not significantly harm any EU Taxonomy objective – see explanatory not in the

left hand margin. The full criteria for fossil gas and nuclear energy economy activities that comply with the EU Taxonomy are

laid down in Commission Delegated Regulation (EU) 2022/1214.

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Annual Report and financial statements 2024

What was the share of investments made in transitional and enabling activities?

48% of investments made in the period were made in Taxonomy-aligned investments, including activities

that in and of themselves contribute substantially to one of the six environmental objectives (28.31%) and

enabling activities (19.32%).

How did the percentage of investments that were aligned with the EU Taxonomy

compare with previous reference periods?

Not previously monitored

What was the share of sustainable investments with an environmental

objective not aligned with the EU Taxonomy?

Not applicable

What was the share of socially sustainable investments?

Not applicable

What investments were included under “other”, what was their purpose and

were there any minimum environmental or social safeguards?

The Company may hold cash reserves and/or enter into derivative transactions for the purposes of

ancillary liquidity, ongoing portfolio management and hedging. Given the purpose of these investments,

there are no minimum environmental and social safeguards applied to such investments. As noted above,

for the reporting period, the value of such “other” assets related to 3% of the Company’s investments.

The graphs below show in green the percentage of investments that were aligned with the EU

Taxonomy. As there is no appropriate methodology to determine the taxonomy-alignment of sovereign

bonds*, the first graph shows the Taxonomy alignment in relation to all the investments of the financial

product including sovereign bonds, while the second graph shows the Taxonomy alignment only in

relation to the investments of the financial product other than sovereign bonds.

*For the purpose of these graphs, ‘sovereign bonds’ consist of all sovereign exposures

are

sustainable

investments with an

environmental

objective that do

not take into

account the criteria

for environmentally

sustainable

economic activities

under Regulation

(EU) 2020/852.

OpEx

CapEx

Turnover

0% 50% 100%

1. Taxonomy-alignment of investments

including sovereign bonds*

Taxonomy aligned investments

Other investments

OpEx

CapEx

Turnover

0% 20% 40% 60% 80% 100%

2. Taxonomy-alignment of investments

excluding sovereign bonds*

Taxonomy aligned

investments

Taxonomy-aligned

activities are

expressed as a

share of:

- turnover

reflecting the

share of revenue

from green

activities of

investee

companies.

- capital

expenditure

(CapEx) showing

the green

investments made

by investee

companies, e.g. for

a transition to a

green economy.

- operational

expenditure

(OpEx) reflecting

the green

operational

activities of

investee

companies.

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What actions have been taken to meet the environmental and/or social

characteristics during the reference period?

As noted above, the Company ensured that the environmental and social characteristics were met on a

continuous basis, through the following mandatory practices and in line with the Company’s internal

policies and procedures:

(a) Sustainable Development Goal Alignment;

(b) Alignment with INPP Exclusion criteria;

(d) ESG incorporated through the investment process.

Please refer to the Company’s 2024 Sustainability Report for a full summary of actions taken to attain the

environmental and social characteristics of the Company.

How did this financial product perform compared to the reference

benchmark?

The Company does not use a defined benchmark at this time.

How does the reference benchmark differ from a broad market index?

Not applicable

How did this financial product perform with regard to the sustainability indicators

to determine the alignment of the reference benchmark with the environmental or

social characteristics promoted?

Not applicable

How did this financial product perform compared with the reference benchmark?

Not applicable

How did this financial product perform compared with the broad market index?

Not applicable

Reference

benchmarks are

indexes to

measure whether

the financial

product attains the

environmental or

social

characteristics that

they promote.

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CBP030203

Printed by a Carbon Neutral Operation (certified: CarbonQuota) under the

PAS2060 standard.

Printed on material from well-managed, FSC™ certified forests and other

controlled sources. This publication was printed by an FSC™ certified

printer that holds an ISO 14001 certification.

100% of the inks used are HP Indigo ElectroInk which complies with RoHS

legislation and meets the chemical requirements of the Nordic Ecolabel

(Nordic Swan) for printing companies, 95% of press chemicals are recycled

for further use and, on average 99% of any waste associated with this

production will be recycled and the remaining 1% used to generate energy.

The paper is Carbon Balanced with World Land Trust, an international

conservation charity, who offset carbon emissions through the purchase

and preservation of high conservation value land. Through protecting

standing forests under threat of clearance, carbon is locked-in that would

otherwise be released.

International Public Partnerships Limited

c/o Ocorian Administration (Guernsey) Limited

PO Box 286

Floor 2

Trafalgar Court

Les Banques

St Peter Port

Guernsey, Channel Islands GY1 4LY

Tel: +44 1481 742 742

WWW.INTERNATIONALPUBLICPARTNERSHIPS.COM

International Public Partnerships Limited Annual Report and financial statements 2024