ANNUAL REPORT AND

FINANCIAL STATEMENTS 2025

International Public Partnerships Limited Annual Report and financial statements 2025

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

STRATEGIC REPORT

04 Chair’s Letter

08 Investment Case

10 Business Model –

Delivering Long-term Benefits

12 Objectives and Performance

14 Top 10 Investments

24 Case Study – Sizewell C

26 Value-focused Portfolio Development

32 Market Environment in 2025 and Future

Opportunities

34 Active Asset Management

42 Efficient Financial Management

44 Investor Returns

52 Responsible Investment

62 Continuous Risk Management

CORPORATE GOVERNANCE

77 Summary of Investment Policy

78 Board of Directors

81 Corporate Governance Report

89 Audit and Risk Committee Report

92 Directors’ Report

93 Directors’ Responsibilities Statement

FINANCIAL STATEMENTS

94 Independent Auditor’s Report to

theMembers of International Public

Partnerships Limited

100 Consolidated Financial Statements

104 Notes to the Consolidated

FinancialStatements

124 Alternative Performance Measures*

(‘APMs’)

125 Glossary

128 Key Contacts

129 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

– £2.2bn market capitalisation at 31 December 2025

– 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 125 to 127. 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: Sizewell C, UK

Photo credit: Sizewell C

Inside cover: Tideway, UK

Photo credit: Tideway

OVERVIEW Strategic report corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

100

150

200

250

300

350

400

450

Investment Receipts (£m) NAV (£m)

PROJECTED INVESTMENT RECEIPTS AND NAV¹

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

20 41

2042

2043

2044

2045

2046

2047

2048

2049

2050

20 51

2052

2053

2054

2056

2055

2040

PPP Projected NAV Operating Regulated

500

1,000

1,5 00

2,000

2,500

3,000

INPP DIVIDEND GROWTH

Pence per share

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2024

2027

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

7.00

7.18

7.36

7.55

8.13

7.74

8.37

8.58

8.79

9.01

Actual Forecast

+5.0%

growth in

2023

+3.0%

growth in

2024

c.2.5%

growth from

2025 onwards

+c.2.5%

consistent annual

growt h YoY

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

De c 13

Ju n 12

Dec 12

Jun 11

Dec 11

Jun 14

Dec 14

Ju n 15

De c 15

Jun 16

De c 16

Jun 17

Dec 17

Jun 18

De c 18

Jun 19

De c 19

Jun 20

Dec 20

Jun 21

Dec 21

Jun 22

Jun 23

Dec 22

Jun 24

Dec 24

Dec 25

Jun 25

Dec 23

Dec 06

SHARE PRICE PERFORMANCE

(% change)

INPP FTSE 250 FTSE All-share INPP NAV

FULL-YEAR FINANCIAL HIGHLIGHTS

We aim to provide our investors with stable, long-term, inflation-linked returns, based on growing

dividends underpinned by high-quality, predictable cash flows with limited exposure to market risk.

ATTRACTIVE AND GROWING DIVIDENDS

PROJECTED INVESTMENT RECEIPTS ABLE TO SUPPORT DIVIDEND GROWTH INTO THE FUTURE

7.1%

2025 Dividend yield

(2024: 7.6%)

2.5%

2025 Dividend growth 2025

(2024: 3.0%)

ATTRACTIVE TOTAL RETURNS

>25 years

Current portfolio projected to be

able to support continued growing

dividends for over 25 years

98%

Of the portfolio backed by long-term

secure revenues

10.3%

Projected net return

(2024: 10.7%)

6.3%

Annualised total shareholder return

since IPO

(2024: 6.1%)

1 The 2026 projected dividend target of 8.79p divided by the Company’s share price as at 24 March 2026.

2 As previously announced, in response to elevated inflation levels, the Company increased its dividend by 5% in 2023 and by 3% in 2024. From 2025 onwards, the Board expects to maintain

its long-term projected annual dividend growth rate of approximately 2.5%. During the year, dividend payments increased from half-yearly to quarterly payments. The interim dividend of 2.15p

announced on 26 March 2026 is expected to be paid on 8 June 2026.

3 This chart covers the period to 2056 only. The projected cash flows are based on the portfolio as at 31 December 2025, before fund-level costs, and only reflects the Company’s funded equity

interest in Sizewell C as at 31 December 2025 and does not incorporate the full commitment of capital or the future investment receipts expected to arise from that commitment over time.

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 2025 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. Further information can be found on page 48.

4 This is reflective of the 2026 and 2027 dividend targets, and c.2.5% annual dividend growth thereafter.

5 As at 24 March 2026. 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.

6 Since inception in November 2006. Source: Bloomberg. Share price appreciation plus dividends assumed to be reinvested.

International Public Partnerships Limited

Annual Report and financial statements 2025

8.58p

2025 full-year dividend per share

(c.2.5% dividend growth)

8.79p

2026 full-year dividend target per share

(c.2.5% dividend growth)

9.01p

2027 full-year dividend target per share

(c.2.5%dividend growth)

2.5%

2025 dividend growth

(2024: 3.0%)

1.1x

Cash di vidend cover

(2024: 1.1x)

£2.7bn

NAV at 31 December 2025

(2024: £2.7bn) – movement: 1.1%

151.5p

NAV per share at 31 December 2025

(2024: 144.7p) – movement: 4.7%

10.6%

NAV Return

(2024: 0.2%)

C.£77m

Shares bought back during 2025

(2024: c.£43m shares)

£47.3m

Cash investments made during 2025

(2024: £107.8m)

£87.4m

Cash realisations made during 2025

(2024: £43.7m)

DIVIDENDS NET ASSET VALUE (‘NAV’)

CAPITAL ACTIVITY

0.7%

Portfolio inflation-linked returns*

at 31 December 2025

(2024: 0.7%)

INFLATION LINKAGE

£263.9m

Profit before tax

(2024: Profit: £0.5m)

PROFIT

* 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 124.

1 As previously announced, in response to elevated inflation levels, the Company increased its dividend by 5% in 2023 and by 3% in 2024. From 2025 onwards, the Board intends to maintain

its long-term projected annual dividend growth rate of approximately 2.5%. During the year, dividend payments increased from half-yearly to quarterly payments. The interim dividend of 2.15p

announced on 26 March 2026 is expected to be paid on 8 June 2026.

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 42 to 43.

4 Further information on the NAV movements can be seen on page 46. The methodology used to determine the NAV is described in detail on pages 44 to 51.

5 NAV total return is calculated as the closing NAV per share plus dividends paid during the year, divided by the opening NAV per share.

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 An additional realisation of c.£40m for a 49% stake in Moray East OFTO was announced in December 2025 and reached financial close in February 2026.

8 Further information is available on pages 42 to 43.

OVERVIEW Strategic report corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

CHAIR’S LETTER

The Company achieved its 2025 dividend

target of 8.58p per share and I am

particularly proud of our recognition as a

‘Next Generation Dividend Hero’ by the

Association of Investment Companies

(‘AIC’)

. Having delivered annual dividend

growth of at least 2.5% since inception in

2006, the Company holds the longest track

record of uninterrupted dividend increases

among infrastructure and renewable energy

investment trusts. The Board is pleased

to reconfirm the dividend target of 8.79p

for 2026

and declare a 2027 target of

9.01p per share

1 https://www.theaic.co.uk/income-finder/dividend-heroes.

2 There can be no assurance that these targets will be met or that the Company will make any distributions at all.

3 As at 24 March 2026. 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.

4 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. Once Sizewell

C is fully invested, this is expected to increase to 0.8%.

5 The 2026 projected dividend target of 8.79p divided by the Company’s share price as at 24 March 2026.

DEAR SHAREHOLDER,

I am pleased to report a strong and

resilient set of results for the year ended

31December 2025. This performance

reflects another year of consistent delivery

to our shareholders of stable, long-term,

inflation-linked returns.

Against a backdrop of macroeconomic and

international political issues adversely

affecting the investment environment, the

underlying performance of our investments

remains strong. Geopolitical tensions – such

as the war in Ukraine, the US claims over

Greenland and, most recently, the emerging

conflict with Iran – alongside evolving trade

dynamics, continue to contribute to

heightened volatility. Separately, the rapid

advancement of artificial intelligence remains

poised to reshape industries and economies

worldwide. While the direct impact of these

developments on our portfolio has been

limited, the Board remains alert to the risks

they pose and confident in the defensive

positioning of our investments. As we

approach the Company’s 20th anniversary,

we take comfort that our portfolio of

diversified, high-quality essential infrastructure

assets has consistently delivered

predictable returns throughout economic

cycles and prior periods of market volatility.

MIKE GERRARD

CHAIR

A LOW-RISK PORTFOLIO DIVERSIFIED

BY BOTH SECTOR AND GEOGRAPHY

With 98% of INPP’s revenues derived

from public sector or regulated sources,

INPP benefits from highly predictable,

long-term cash flows, and its defensive

characteristics are clear. The portfolio has

limited exposure to the conventional risk

factors of equity investments, having low

volume risk, minimal price or demand

sensitivity, refinancing risk or residual value

exposure. This revenue security combined

with our projected 25-year dividend visibility

demonstrates why the Company remains

well-positioned to deliver for shareholders

over the long term.

Moreover, this revenue credit quality,

combined with significant inflation protection

across the portfolio, positions INPP to

generate an attractive projected net return

of approximately 10.3%

with substantial

inflation linkage of 0.7%

, and delivering a

7.1%

dividend yield to investors through

quarterly payments.

98%

of portfolio backed by long-term

secure revenues

International Public Partnerships Limited

Annual Report and financial statements 2025

The Board believes these characteristics

represent a compelling proposition,

particularly when compared to UK

Government bonds, which currently

offer returns substantially below INPP’s

projected returns.

Throughout 2025, the portfolio has

exceeded the Company’s KPI targets of

98% asset availability

achieving 99.7% for

the year and receiving 100% of forecast

distributions. This demonstrates the

quality of the diversified exposure across

the regulated, public-private partnerships

(‘PPP’) and operating businesses – all in

essential infrastructure sectors – which have

continued to generate the cash flows that

underpin our dividend policy.

Our largest holdings, including Tideway,

Cadent, our portfolio of Offshore

Transmission assets (‘OFTOs’), and our

extensive PPP holdings across the UK,

Europe, North America, Australia and

New Zealand, all performed strongly

during the year.

The operational stability of these assets,

combined with their revenue inflation-linkage

and revenue credit quality, demonstrates why

infrastructure assets of this calibre remain

highly attractive to long-term investors.

Towards the end of the year, the Company

successfully completed its first PPP

hand-back to the public sector, when the

Hereford and Worcester Courts scheme

reached the natural conclusion of its

contract. The process proceeded in line

with expectations and positive feedback

was provided by the Ministry of Justice

and NISTA advisers, in respect of how it

was managed and the outcomes delivered.

The expiry dates for the remainder of the

Company’s PPP concessions span the

next 25 years. Further information on the

Company’s hand-back process and wider

asset management initiatives can be found

within the Asset Management section on

pages 34 to 41.

FINANCIAL PERFORMANCE

NAV increased by 6.8p per share, from

144.7p at 31 December 2024 to 151.5p

at 31 December 2025, representing NAV

growth of 4.7%. This increase, combined

with dividend payments during 2025 of

8.47p per share, generated a NAV total

return of 10.6%

for the year.

The Company delivered its 2025 dividend

target of 8.58p per share, with dividends

1.1x covered by operating cash receipts

before capital activity. This continues our

unbroken track record of progressive

dividend growth since inception in 2006.

The weighted average discount rate

(‘WADR’) increased from 9.0% to 9.1%,

principally reflecting the recycling of

capital from lower-returning assets into

higher-returning opportunities. INPP’s

discount rates reflect observable pricing

CAPITAL ALLOCATION: DISCIPLINED EXECUTION

Throughout 2025, the Board remained focused on disciplined capital allocation, to enhance

shareholder value; and we have successfully executed our strategy across four key areas:

1. Strategic Asset

Recycling

We continued our programme of portfolio optimisation,

announcing c.£130m of realisations during 2025. Total

realisations since June 2023 now stand at over £385m,

equivalent to c.14% of the portfolio as at 31 December 2025.

We have secured realisations across all three segments of

the portfolio, covering regulated assets, PPPs and operating

businesses, as well as across various subsectors and

geographies. All transactions achieved realisations either in line

with, or above the most recently published valuations. Further

information can be seen on pages 26 to 27.

2. Capital Returns

Through Buybacks

We extended our share buyback programme until 31 March

2027 with a total commitment of up to £225m. As at year-end,

we had repurchased £120.6m worth of shares, adding an

estimated 1.5p per share to NAV.

3. Enhanced

Dividend and

Quarterly

Payments

We met our 2025 dividend target of 8.58p per share and the

Board expects to continue its long-term target rate of a 2.5%

annual increase from 2026 onwards. From 2025, we increased

dividend frequency from semi-annual to quarterly payments,

providing investors with more regular income.

4. Selective New

Investment

Over £345m of new and strategic commitments have been

made since June 2023 where projected returns exceeded both

the returns from divested assets and those implied by share

buybacks at prevailing prices.

evidence, and we believe this methodology

appropriately reflects the realisable value

of our assets; and is validated by our track

record of achieving disposals at or above

carrying value. Further detail is provided

in the Investor Returns section on

pages 44 to 51.

SIZEWELL C, A LANDMARK

INVESTMENT

The most significant capital allocation

decision taken during the year was INPP’s

commitment to invest c.£254m in Sizewell

C, the UK’s new nuclear power station.

This landmark investment represents a 3%

equity stake in a project that will provide

7% of the UK’s forecast electricity needs

for over 60 years, once operational in the

mid-to-late 2030s.

6 The asset availability target applies to assets generating availability-based revenues (i.e. both PPPs and OFTOs). See pages 36 to 39 of the Asset Management for further information on the

asset availability during the year.

7 NAV total return is calculated as the closing NAV per share plus dividends paid during the period, divided by the opening NAV per share.

8 Calculated at the time of announcement in March 2025.

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

STRATEGIC REPORToverview

CHAIR’S LETTER continUeD

9 https://www.tideway.london/.

10 https://www.internationalpublicpartnerships.com/investors/reports-recordings-and-other-publications/?

The Company achieved its 2025 dividend

target, and I am particularly proud of our

recognition as a ‘Next Generation Dividend

Hero’ by the AIC. Having delivered annual

dividend growth of at least 2.5% since

inception in 2006.

MIKE GERRARD

CHAIR

This opportunity exemplifies the benefits of

our partnership with our Investment Adviser,

Amber Infrastructure. Amber has worked

closely with the UK Government to design a

financing framework that would make new

nuclear attractive to infrastructure investors,

establishing Sizewell C as the first nuclear

power project to be substantially financed

by private capital in the UK. The result is a

Regulated Asset Base structure modelled

on our highly successful Thames Tideway

investment, providing INPP with predictable,

inflation-linked cash flows regulated by

Ofgem. It also offers: a cash yield from day

one of financial close, with significant yield

increase once operational; an attractive

allowed return on equity during construction

and early operations, which are projected

to deliver a low-teen internal rate of

return over that period; as well as having

no exposure to power price volatility or

demand-based risks.

The commitment will be funded over five

years through the ongoing recycling of

lower-returning assets from our existing

portfolio, demonstrating how our capital

allocation strategy creates space for

higher-return opportunities, without

diluting shareholders, and delivering on the

Company’s progressive dividend policy.

See more information in the Case Study

onpages 24 to 25.

THE CAPABILITIES OF THE

INVESTMENT ADVISER

Our ability to access opportunities like

Sizewell C reflects the significant capabilities

of Amber Infrastructure, the Company’s

Investment Adviser. Amber’s market-leading

expertise in infrastructure investment, their

proactive relationships with government and

industry, and their track record of innovation

in project structuring, provides INPP with a

sustainable competitive advantage.

Over the past year, Amber has

demonstrated their value through:

– Identifying and structuring the Sizewell

C opportunity, positioning INPP as a

first mover in deploying capital into

RAB projects

– Proactive asset management that

ensured all portfolio assets performed

in line with or ahead of expectations

– Leading sustainability and ESG

integration, with Amber achieving

the highest PRI rating of five stars

The Board remains confident in Amber’s

ability to optimise the existing portfolio

by originating and executing attractive

investment opportunities, through its

differentiated platform, whilst ensuring

that the risk profile of new investments

remains closely aligned with the Company’s

established risk appetite. Amber continues

to play a central role in ensuring that all

investments align with the Company’s

objectives of maintaining and enhancing

a geographically diversified portfolio, and

delivering sustainable long-term value

forshareholders.

Supported by over 25 years of dividend

visibility and a strong pipeline of global

opportunities, including the proposed

investment in Moray West OFTO, where

Amber has led the Company to preferred

bidder status, INPP remains well positioned

to navigate future challenges and capitalise

on emerging opportunities.

INVESTOR POLICY INITIATIVES

The Board is committed to ensuring

Amber’s remuneration structure is

appropriately aligned with shareholder

interests. From 1 July 2025, we

implemented a revised fee structure under

which Amber’s base fee is calculated from

an equal weighting of market capitalisation

and NAV. This change, expected to

reduce the ongoing management fee by

approximately 10% per annum

, enhances

alignment whilst maintaining Amber’s

incentive to grow NAV.

The Company continues its commitment

to disclosure of sustainability initiatives and

there have been several highlights during

the year, which continue to demonstrate

the positive environmental characteristics

of our investments. For example, data

shows that from September 2024 until

March 2026, Tideway has prevented over

19m tonnes of sewage from entering the

River Thames, equivalent to 7,600 Olympic-

sized swimming pools or five Wembley

stadiums

. For more information, please

refer to the Sustainability Report published

alongside this Annual Report

International Public Partnerships Limited

Annual Report and financial statements 2025

The Board remains supportive of broader

industry initiatives aimed at enhancing

transparency, accessibility and long-term

investor confidence. In this regard, we

welcomed the FCA’s ruling on the way

ongoing costs are disclosed to investors

introduced in late 2025, which we believe

represents a constructive step towards

improved clarity for investors. We have also

engaged in policy discussions through our

support for the AICs’ advocacy in relation

to the Pension Scheme Bill, specifically

endorsing the inclusion of investment trusts

as suitable vehicles for pension investment

in the UK.

Alongside these efforts, we have continued

to enhance our disclosures in response

to investor feedback, providing greater

transparency on portfolio cash flows,

asset-level performance metrics, and

the key drivers of value across our top

holdings. These improvements are intended

to support investor understanding while

maintaining appropriate confidentiality

around commercially sensitive information.

Further information on these assets and

their performance can be found in the Top

10 section on pages 14 to 23.

In addition, the Board has maintained

a proactive approach to marketing and

shareholder engagement initiatives, with a

focus on attracting new sources of capital

through enhanced media and marketing

initiatives, while further strengthening

relationships with our existing shareholder

base. During the year, the Board and

Investment Adviser engaged with c.400

shareholders through webinar updates

and one-to-one meetings.

BOARD GOVERNANCE

As reported previously, John Le Poidevin

and Giles Frost both retired from the

Board at the 2025 AGM, after many years

of dedicated service to the Company.

Following the retirement of John, and as

previously announced, Meriel Lenfestey was

appointed Senior Independent Director.

We were delighted to welcome Sarah

Whitney to the Board in November 2025.

Sarah will succeed me as Chair from the

AGM in June 2026. Sarah is a Chartered

Accountant who brings an exceptional

track record to INPP, of corporate

governance and professional advisory in

the infrastructure and real estate sectors.

I have been very fortunate during my time

as Chair to have had the wise counsel of so

many talented and experienced directors

on the Board. Their insights and expertise

have been the bedrock of the Company’s

strong corporate governance during, what

has proved to be, a period of exceptional

challenge for the sector. It has been a

privilege to work with them, and to lead

the Board of such a well advised, managed

and performing investment company.

OUTLOOK: INFRASTRUCTURE

DIFFERENTIATION

The listed infrastructure sector has faced

challenges over the past two years, as rising

government bond yields have compressed

valuations across all yield-sensitive assets.

Whilst this has impacted the share prices

of INPP and its peers, the performance of

the portfolio itself has continued to exceed

its targets. During this time, INPP has

continued to demonstrate disciplined and

proactive governance. The Company was

among the first in its peer group to adjust

the discount rates which it uses to value

the portfolio, ensuring those valuations

remain robust and reflective of prevailing

conditions; whilst also working closely

with Amber to revise their fee structure

to enhance alignment with shareholders.

The early repayment of the corporate debt

facility further strengthened the balance

sheet, reducing financial risk and increasing

flexibility to reinvest capital into higher-value

opportunities. All of these steps helped lay

the foundations for the recent uplift in NAV.

INPP’s portfolio of essential infrastructure,

backed by strong revenue credit quality,

providing inflation-linked returns, and

managed by a world-class Investment

Adviser, represents a strongly defensive

investment proposition.

Our nearly 20 consecutive years of dividend

growth through the global financial crisis,

Brexit, the pandemic, and interest rate

cycles demonstrate the resilience of our

business model.

I and my fellow directors conclude by

thanking all our investors for their continued

support; and by thanking all our wider

stakeholders for their always constructive

engagement. In today’s evolving landscape,

all participants within the infrastructure

sector must continue to act to a common

purpose in the delivery, investment and

stewardship of public service assets, which

are the cornerstone of a modern society.

MIKE GERRARD

CHAIR

25 March 2026

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

STRATEGIC REPORToverview

98%

Portfolio backed by

long-term secure

revenues

INVESTMENT CASE

For more see pages 34 to 41For more see pages 42 to 43

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

A 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 to local communities

– 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

– Portfolio optimisation achieved through accretive

investments and divestments, building on the expertise and

opportunities available through the Company’s Investment

Adviser, Amber Infrastructure Group (‘Amber’)

A LOW-RISK DIVERSIFIED PORTFOLIO

INPP’s investment case is supported by a

highly attractive, secure long-term revenue

base. INPP’s revenues are predominantly

government or government-backed availability

or regulated revenues. The portfolio has very

little market revenue or retail revenue exposure.

We believe this compares favourably to the

wider market.

Government-backed availability revenue 44%

Regulated revenue 33%

Government-backed with revenue risk mechanisms 11%

Long-term contracted revenues 10%

Market revenue 2%

International Public Partnerships Limited

Annual Report and financial statements 2025

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/.

For more see pages 34 to 41For more see pages 52 to 61

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’)

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

– 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 $36bn combined assets under management and over

300 global employees

03 04

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:

>183,000

Students attending schools developed

and maintained bythe Company

13%

>9,670,000

Tonnes of sewage diverted from the

River Thames into the London Tideway

Tunnel system during 2025

16%

c.3,700,000

Estimated equivalent number of homes

capable of being powered by renewable

energy transmitted through offshore

transmission(‘OFTO’) investments

21%

>244,700,000

Annual passenger journeys through

rail transportinvestments

25%

EXAMPLE POSITIVE ENVIRONMENTAL

AND SOCIAL CHARACTERISTICS AS AT

31 DEC 2025

SDG

PORTFOLIO

ALIGNMENT

31 DEC 2025

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

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 shareholder

returns

For more see pages 26 to 31

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 large global 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

For more see pages 62 to 75

For more see pages 52 to 61

For more see pages 42 to 43

International Public Partnerships Limited

Annual Report and financial statements 2025

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

achieving 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

– 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 of current and emerging risks and mitigations supports successful

continuous asset performance

– Risk evaluation of asset divestments supporting overall portfolio balance

– The Investment Adviser has an in-house global 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 34 to 41

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

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%

2.5%

Annual dividend increase achieved for 2025

(2024: 3.0%)

NEW INVESTMENTS TO MEET

TARGET RETURN CRITERIA

100.0%

Of new investments made in 2025 met return criteria

(2024: 100.0%)

INFLATION-LINKED RETURNS

ONAPORTFOLIOBASIS

0.7%

Inflation-linked returns on a portfolio basis at

31 December 2025

(2024: 0.7%)

1 Further information regarding the 2026 dividend and future dividend targets can

be found on pages 44 to 45. During the year, dividend payments increased from

half-yearly to quarterly payments. The interim dividend of 2.15p announced on

26March 2026 is expected to be paid on 8 June 2026.

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 44.

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 pages 44 to 51 for further detail.

4 Measured by comparing forecast portfolio distributions against actual portfolio

distributions received, in local currency. .

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

revenues (i.e. both PPPs and OFTOs). See pages 36 to 39 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 2025 assessment for the Policy Governance and Strategy and

Direct Infrastructure modules.

7 Please refer to page 56 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 48), 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 42 to 43.

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 2025

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

100.0%

of the investments made in

2025 met at least two of the

fourattributes

(2024: 100.0%)

STRONG ONGOING ASSET PERFORMANCE AS DEMONSTRATED BY:

100.0%

Forecast portfolio distributions

received for 2025

(2024: 100.0%)

0.3%

Asset performance deductions

achieved against a target of <3%

during 2025

(2024: 0.2%)

99.7%

Asset availability achieved against

a target of >98% during 2025

(2024: 99.7%)

5-stars

PRI rating

(2024: 5-stars)

100.0%

Percentage of new investments in the year that

positively support targets outlined by the SDGs

(2024: 100.0%)

ROBUST INTEGRATION OF ESG

INTO INVESTMENT LIFECYCLE

POSITIVE SDG CONTRIBUTION

FORNEWINVESTMENTS

1.1x

Dividends fully cash covered* for 2025

(2024: 1.1x)

1.09%

Ongoing Charges Ratio for 2025

(2024: 1.14%)

CASH COVERED DIVIDENDS

* COMPETITIVE ONGOING CHARGES

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

STRATEGIC REPORToverview

TOP 10 INVESTMENTS

The Company’s top 10 investments by fair value at 31 December 2025

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

is available on the Company’s website

TIDEWAY

ASSET PERFORMANCE

Performance in line with expectations

The Thames Tideway Tunnel is currently functional and

operational and to date has saved 19m tonnes of sewage from

flowing into the River Thames across c.70 separate storm events

in the period. In total this represents over 800 individual instances

where the tunnel intercepted sewage from being discharged

into the River Thames from the combined sewage overflows

that provide overflow capacity to the legacy sewer system. The

tunnel is currently in a planned commissioning period, with tests

being undertaken prior to a formal handover to Thames Water, at

which point Thames Water will conduct its own tests for a period

in order to confirm their own acceptance of the system. Further

information can be seen on page 39.

INVESTMENT FAIR VALUE

2024

2025 £421.7m

£392.0m

% of NAV

31 December 2025

15.8%

31 December 2024

15.0%

Fair value movements

7.6% movement during the year

Tideway delivered a fair value uplift, supported by resilient

underlying cash flow expectations and continued progress

towards completion.

Tideway has a licence to design, build, finance, commission

and maintain London’s landmark 25km ‘super sewer’ beneath

the River Thames, one of the UK’s largest infrastructure

projects in a generation.

Tideway earns long-term revenues under a Regulated Asset

Base (‘RAB’) model

, with charges collected through customer

bills. This well-established regulatory framework provides high

inflation linkage and largely demand-insensitive cash flows,

underpinning a resilient and predictable return profile through

both the construction and operational phases of the asset.

LOCATION

SECTOR

Waste Water

INVESTMENT LIFE

>12 0 years

Asset acquired: 2015

STATUS

AT 31 DEC 2025

Under

construction

% HOLDING AT

31 DEC 2025

18% Risk Capital

PRIMARY SDG

SUPPORTED

KEY INVESTMENT CHARACTERISTICS

Revenue

type

Counterparty

Inflation

linkage

Refinancing

risk

Residual

value

Availability Market

Gov Retail

High None

None High

Regulated

Regulator

Moderate

International Public Partnerships Limited

Annual Report and financial statements 2025

LOCATION

SECTOR

Gas Distribution

INVESTMENT LIFE

44 years

Asset acquired: 2017

STATUS

AT 31 DEC 2025

Operational

% HOLDING AT

31 DEC 2025

7% Risk Capital

PRIMARY SDG

SUPPORTED

KEY INVESTMENT CHARACTERISTICS

Revenue

type

Counterparty

Inflation

linkage

Refinancing

risk

Residual

value

None High

Key investment attributes key:

Low risk High risk

CADENT

ASSET PERFORMANCE

Performance in line with expectations

In December 2025, Ofgem published its RIIO-3 Final

Determination (‘FD’) for Cadent, which sets out its allowed

revenues, investment allowances, obligations, and performance

requirements for the 2026-2031 price control period. Overall,

the FD represents a more favourable position than Ofgem’s

draftproposals and provides Cadent with higher and more

workable allowances than previously anticipated. See more

information on page 38.

INVESTMENT FAIR VALUE

2024

2025 £417.5m

£421.2m

% of NAV

31 December 2025

15.6%

31 December 2024

16.1%

Fair value movements

(0.9%) movement during the year

While the fair value has decreased modestly over the year

to 31 December 2025, the current valuation fully reflects the

RIIO-3 Final Determination within updated cash flow forecasts,

supported by continued distributions and the long-term

predictability of the regulatory framework. The majority of this

adjustment was recognised at the half year, with no material

further impact in the second half of 2025.

Cadent is the UK’s largest gas distribution network, owning

four of the UK’s eight regional gas distribution networks

and in aggregate providing gas to approximately 11m homes

and businesses.

Cadent is regulated by Ofgem under a Regulated Asset Value

(‘RAV’) framework, earning revenues through allowed charges

set by the regulator rather than through exposure to commodity

prices or volumetric demand. This regulatory structure provides

a high degree of revenue visibility and inflation linkage.

Availability MarketRegulated

Gov RetailRegulator

High

None Low

None

High

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

STRATEGIC REPORToverview

TOP 10 INVESTMENTS continUeD

DIABOLO

The scheme benefits from a Revenue Adjustment mechanism

that provides Diabolo with a contractual right to request an

adjustment to the passenger supplement to ensure investor

returns are protected where passenger volumes fall below

prescribed levels. This mechanism has been utilised twice during

the concession term, once in 2013, and again in 2022 as a result

of the Covid-19 pandemic.

ASSET PERFORMANCE

Performance in line with expectations

The performance of Diabolo continues to be aligned with

management expectations. During 2025, passenger volumes

continued to increase in alignment with the increase in the airline

passengers travelling to and from Brussels airport, this is despite

the strike action affecting flights and rail travel that took place

during the year. Diabolo continued to deliver its maintenance

obligations via its supply chain partner Infrabel with no interruptions

to service during the year.

INVESTMENT FAIR VALUE

2024

2025 £235.6m

£212.7m

% of NAV

31 December 2025

8.8%

31 December 2024

8.1%

Fair value movements

10.8% movement during the year

The fair value has increased over the course of the year, with

passenger volumes materially aligned with forecasts and minor

uplifts driven by operational cost savings feeding through to

improved cash flow projections. The underlying risk profile of the

asset remains unchanged.

Diabolo Rail Link (‘Diabolo’) integrates Brussels Airport with

the Belgian national rail network, allowing passengers to

access high-speed train services including the Amsterdam-

Brussels-Paris corridor.

Diabolo receives a mix of passenger-linked revenue and a

fixed availability payment that provides a stable income base.

Diabolo’s passenger revenues are derived from a supplement

fee paid by passengers boarding or disembarking a train at

Brussels Airport.

LOCATION

Belgium

SECTOR

Transport

INVESTMENT LIFE

21 years

Asset acquired: 2007

STATUS

AT 31 DEC 2025

Operational

% HOLDING AT

31 DEC 2025

100% Risk Capital

PRIMARY SDG

SUPPORTED

KEY INVESTMENT CHARACTERISTICS

Revenue

type

Counterparty

Gov

Retail

Inflation

linkage

High None

Refinancing

risk

None High

Residual

value

None High

Availability MarketPrice Regulated

1 Infrabel is a corporate which is 100% owned by the Belgium government.

International Public Partnerships Limited

Annual Report and financial statements 2025

Key investment attributes key:

Low risk High risk

ANGEL TRAINS

ASSET PERFORMANCE

Performance in line with expectations

During the year, the asset has continued to perform well with its

rolling stock fleet near fully deployed on lease to train operating

companies across the UK. In April, it complemented its existing

fleet with a c.£300m investment in 45 tri-mode rail cars that will be

leased to Arriva Group for use on its open access Grand Central

services. The trains will be manufactured by Hitachi at its Newton

Aycliffe factory, supporting jobs in the North East of England and

supporting the UK Government’s Industrial Strategy.

INVESTMENT FAIR VALUE

2024

2025 £163.2m

£157.0m

% of NAV

31 December 2025

6.1%

31 December 2024

6.0%

Fair value movements

4.0%

A partial offer received ahead of the June 2025 publication

provided clear market evidence of the investment’s fair value

and the implied uplift was substantially reflected in the interim

valuation of the Company’s stake at that point. The transaction

was subsequently completed in the second half of the year,

reducing the Company’s holding from 10% to 8% and realising

proceeds at a premium to the prior carrying value.

The year-end fair value reflects two offsetting effects, the

reduction in ownership following completion of the transaction

and the uplift in the carrying value of the retained interest

informed by the transaction pricing. As a result, while the

reported year-on-year movement appears modest,

it incorporates a material uplift in the underlying value

of the investment alongside the partial realisation of the

Company’s stake.

Angel Trains has an asset base of c.4,000 vehicles, making it

the UK’s largest rolling stock leasing company (‘ROSCO’) with

a leading share of the UK market.

It is one of the three original ROSCOs established in 1994 in

preparation for the privatisation of British Rail. The Company’s

core expertise lies in procuring state-of-the-art rolling stock and

leasing it to various train operating companies (‘TOCs’) under

medium to long-term agreements, with rolling stock owners

insulated from passenger demand risk. Angel Trains has invested

over £5bn in rolling stock since establishment, with recent

investment focused predominantly on electric vehicles in support

of the UK’s decarbonisation objectives.

LOCATION

SECTOR

Transport

INVESTMENT LIFE

37 years

Asset acquired: 2008

STATUS

AT 31 DEC 2025

Operational

% HOLDING AT

31 DEC 2025

8% Risk Capital

PRIMARY SDG

SUPPORTED

KEY INVESTMENT CHARACTERISTICS

Revenue

type

Counterparty

Gov Retail

Inflation

linkage

Refinancing

risk

Residual

value

None High

Availability MarketContracted

Moderate

Public Bodies

High Moderate None

None High

1 Residual value risk is considered to be low given the operational nature of the

investment which is supported by long-term contracts or concession frameworks and

a track record of re-wins.

Low

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

STRATEGIC REPORToverview

TOP 10 INVESTMENTS continUeD

EAST ANGLIA ONE (‘EA1’) OFTO

The EA1 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.

ASSET PERFORMANCE

Performance in line with expectations

During the year, the asset has continued to demonstrate strong

operational performance, maintaining high levels of availability and

reliability while supporting the efficient transmission of offshore

generation to the onshore grid. Planned and unplanned outage

rates remained well controlled, safety performance was robust,

and compliance with regulatory and technical standards was

fully maintained. Overall, the asset has delivered a stable, resilient

service, with asset availability recorded at 99.8%, reinforcing the

maturity and reliability of the OFTO asset class.

INVESTMENT FAIR VALUE

2024

2025 £115.9m

£111.6m

% of NAV

31 December 2025

4.3%

31 December 2024

4.3%

Fair value movements

3.9% movement during the year

In December 2025, the Company announced a divestment of

a minority stake in an OFTO asset at a price slightly above the

previously published NAV, providing direct market evidence for

the valuation of these assets. The fair value continues to reflect

strong operational performance and consistently high asset

availability, with stable and predictable cash flows supported

by regular distributions during the year.

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).

LOCATION

SECTOR

Energy

Transmission

INVESTMENT LIFE

19 years

Asset acquired: 2022

STATUS

AT 31 DEC 2025

Operational

% HOLDING AT

31 DEC 2025

100% Risk Capital

PRIMARY SDG

SUPPORTED

KEY INVESTMENT CHARACTERISTICS

Revenue

type

Counterparty

Gov Retail

Inflation

linkage

High None

Refinancing

risk

None High

Residual

value

None High

Availability Market

Regulator

Low

International Public Partnerships Limited

Annual Report and financial statements 2025

Key investment attributes key:

Low risk High risk

BeNEX

ASSET PERFORMANCE

Performance in line with expectations

During 2025, BeNEX continued the successful post-merger

integration of Abellio Germany activities, which are progressing

ahead of plan and resulting in higher than anticipated synergies.

Abellio Germany was acquired by BeNEX in late 2024. Moreover,

BeNEX successfully secured and renewed multiple concessions,

including the new 14-year RE34 concession in one of Germany’s

most densely populated regions in the West and secured key

re-wins in Northern Germany and also managed the start of

operations of new concession sections. As a result, BeNEX will

operate 15 concessions across 14 of the 16 German states,

totalling around 67m train kilometres per annum reinforcing its

position as one of Germany’s largest passenger rail operators by

service volume. See more information on page 40.

INVESTMENT FAIR VALUE

2024

2025 £112.2m

£83.0m

% of NAV

31 December 2025

4.2%

31 December 2024

3.2%

Fair value movements

35.1% movement during the year

The fair value uplift reflects updated cash flow forecasts

incorporating recent concession wins and renewals, reinforcing

BeNEX’s operating scale and long-term revenue visibility.

Discount rates remain broadly stable, with value movement

driven by operating performance, foreign exchange movements

and distributions.

BeNEX is a wholly-owned German regional rail business,

operating concession agreements with majority of the

German federal states and providing passenger rail services

across a broad geographic footprint.

BeNEX generates revenues primarily through concession-based

payments, while also owning a diverse rolling stock fleet which

is leased to its train operating companies for periods typically

matching the underlying concession term. With revenues

underpinned by government-backed concession agreements

and limited direct passenger demand risk, BeNEX benefits from

a stable, contracted and predictable income profile.

LOCATION

Germany

SECTOR

Transport

INVESTMENT LIFE

24 years

Asset acquired: 2007

STATUS

AT 31 DEC 2025

Operational

% HOLDING AT

31 DEC 2025

100% Risk Capital

PRIMARY SDG

SUPPORTED

KEY INVESTMENT CHARACTERISTICS

Revenue

type

Counterparty

Gov Retail

Inflation

linkage

High None

Refinancing

risk

None High

Residual

value

None High

Availability Contracted Market

Public Bodies

Low

1 Residual value risk is considered to be low given the operational nature of the

investment which is supported by long-term contracts or concession frameworks and

a track record of re-wins.

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

STRATEGIC REPORToverview

TOP 10 INVESTMENTS continUeD

LINCS OFTO

The transmission assets comprise the onshore and offshore

substations and connecting cables, c.125km in length.

ASSET PERFORMANCE

Performance in line with expectations

During the year, the Lincs OFTO continued to demonstrate strong

operational performance, maintaining high levels of availability and

reliability while supporting the efficient transmission of offshore

generation to the onshore grid. Safety performance was robust,

and compliance with regulatory and technical standards was

fully maintained. Overall, the asset has delivered stable, resilient

service, with asset availability recorded at 100%, reinforcing the

maturity and reliability of the OFTO asset class.

INVESTMENT FAIR VALUE

2024

2025 £96.1m

£95.5m

% of NAV

31 December 2025

3.6%

31 December 2024

3.6%

Fair value movements

0.6% movement during the year

In December 2025, the Company announced a divestment of

a minority stake in an OFTO asset at a price slightly above the

previously published NAV, providing direct market evidence for

the valuation of these assets. The relatively modest valuation

movement is primarily a function of the asset’s strong cash

yield profile. As a result, a greater proportion of value has been

realised through cash distributions rather than retained within

fairvalue.

The Company’s OFTO investments are regulated by 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 project connects the 270MW Lincs offshore wind farm,

located 8km off the east coast of England, to the National Grid.

LOCATION

SECTOR

Energy

transmission

INVESTMENT LIFE

9 years

Asset acquired: 2014

STATUS

AT 31 DEC 2025

Operational

% HOLDING AT

31 DEC 2025

100% Risk Capital

PRIMARY SDG

SUPPORTED

KEY INVESTMENT CHARACTERISTICS

Revenue

type

Counterparty

Gov Retail

Inflation

linkage

High None

Refinancing

risk

None High

Residual

value

None Moderate High

Availability Market

Regulator

International Public Partnerships Limited

Annual Report and financial statements 2025

MORAY EAST OFTO

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.

ASSET PERFORMANCE

Performance in line with expectations

In December 2025, the Company announced its intention to sell

a 49% minority stake of Moray East OFTO to Daiwa Energy &

Infrastructure Co. Ltd (‘Daiwa’). The transaction realised

c.£40m and was at a premium to the Company’s last published

valuation. The Company maintains a majority stake and majority

board representation.

INVESTMENT FAIR VALUE

2024

2025 £87.1m

£83.6m

% of NAV

31 December 2025

3.3%

31 December 2024

3.2%

Fair value movements

4.2% movement during the year

The agreed minority stake sale to Daiwa completed at a price

slightly above the previously published NAV, providing direct

market evidence for the valuation of these assets. The fair

value continues to reflect strong operational performance and

consistently high asset availability, with stable and predictable

cash flows supported by regular distributions during the year.

This is underpinned by continued strong operational performance

and stable, contracted cash flows, with movements primarily

reflecting the unwind of discounting and distributions paid.

The Company’s OFTO investments are regulated by 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).

Key investment attributes key:

Low risk High risk

LOCATION

SECTOR

Energy

Transmission

INVESTMENT LIFE

22 years

Asset acquired: 2024

STATUS

AT 31 DEC 2025

Operational

% HOLDING AT

31 DEC 2025

100% Risk Capital

PRIMARY SDG

SUPPORTED

KEY INVESTMENT CHARACTERISTICS

Revenue

type

Counterparty

Gov Retail

Inflation

linkage

High None

Refinancing

risk

None High

Residual

value

None High

Availability Market

Regulator

Low

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

STRATEGIC REPORToverview

TOP 10 INVESTMENTS continUeD

RELIANCE RAIL

With a track record of exceeding operational performance

metrics and a focus on sustainability, this project underscores the

Company’s commitment to creating value that extends beyond

financial returns to include social and environmental impacts.

ASSET PERFORMANCE

Performance in line with expectations

The project continues to perform well and in line with expectations.

Mean Distance Between Incidents (‘MDBI’) is now at 62,139 km,

its highest value since June 2023 and rolling stock availability was

strong at 99.97% during 2025.

In comparison to other rail fleets managed by the Authority, a

common measurement has been Lost Customer Minutes (‘LCM’)

which represents total passenger time wasted. The Reliance Rail

fleet was 1,602 LCMs per set per month compared to the newer

SGT fleet (1,765 LCM) and Millennium (8,117 LCM).

INVESTMENT FAIR VALUE

2024

2025 £70.1m

£66.2m

% of NAV

31 December 2025

2.6%

31 December 2024

2.5%

Fair value movements

5.9% movement during the year

Strong operational performance and high rolling stock availability

continues to support stable, contracted cash flows, with

performance metrics comparing favourably against peers. Valuation

movements reflect foreign exchange movements and distributions

during the year, alongside a slight increase in the discount rate.

Reliance Rail is responsible for financing, designing, delivering

and maintaining 78 next-generation, electrified, ‘Waratah’ train

sets serving Sydney in New South Wales, Australia.

Reliance Rail, the largest PPP of its kind at the time of its

inception, provides comfortable, safe, and sustainable urban

mobility with Sydney’s largest and most reliable train fleet.

LOCATION

Australia

SECTOR

Transport

INVESTMENT LIFE

18 years

Asset acquired: 2006

STATUS

AT 31 DEC 2025

Operational

% HOLDING AT

31 DEC 2025

33% Risk Capital

PRIMARY SDG

SUPPORTED

KEY INVESTMENT CHARACTERISTICS

Revenue

type

Counterparty

Gov Retail

Inflation

linkage

High None

Refinancing

risk

None High

Residual

value

None High

Availability Market

Low

International Public Partnerships Limited

Annual Report and financial statements 2025

Key investment attributes key:

Low risk High risk

FAMILY HOUSING FOR SERVICE PERSONNEL

ASSET PERFORMANCE

Performance in line with expectations

The investment continued to deliver strong operational

performance throughout 2025, maintaining occupancy levels in

excess of 90% across all seven bases. Key financial covenants,

including the debt service cover ratio, showed further improvement

during the year, with all metrics remaining comfortably within

required thresholds and presenting no areas of concern.

INVESTMENT FAIR VALUE

2024

2025 £62.0m

£69.6m

% of NAV

31 December 2025

2.3%

31 December 2024

2.7%

Fair value movements

(10.9%) movement during the year

The asset continues to demonstrate stable operational

performance, with strong occupancy levels and covenant

headroom supporting predictable, contracted cash flows.

Valuation is broadly driven by the movements in foreign exchange

rates, the unwind of discounting and distributions during the

year, alongside an increase in the discount rate largely driven

by changes in underlying US Treasury yields.

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.

1 https://www.internationalpublicpartnerships.com/investments/case-studies/?.

2 https://www.internationalpublicpartnerships.com/investments/case-studies/regulated-asset-base-model.

3 Investment life captures the proposed remaining life of the asset, capturing the amount of years until the asset is scheduled to wind down, or an exit is planned.

4 The valuation movement in Angel Trains reflects the partial sale of the Company’s stake completed in H2 2025, which reduced INPP’s ownership from 10% to 8%. Notwithstanding this

reduction, the underlying valuation of the asset increased on a like-for-like basis during the period, reflecting transaction pricing evidence from the partial stake sale and continued strong

operational performance. The reported movement therefore comprises the net effect of a positive revaluation of the underlying asset, more than offsetting the reduction in ownership arising

from the disposal.

LOCATION

SECTOR

Other

INVESTMENT LIFE

27 years

Asset acquired: 2015

STATUS

AT 31 DEC 2025

Operational

% HOLDING AT

31 DEC 2025

100% Risk Capital

PRIMARY SDG

SUPPORTED

KEY INVESTMENT CHARACTERISTICS

Revenue

type

Counterparty

Gov Retail

Inflation

linkage

High None

Refinancing

risk

None High

Residual

value

None High

Availability Price Regulated Market

Public Bodies

Corporate GovernanCe FinanCial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

StRAtEGIC REPORtoverview

CASE STUDY

SIZEWELL C

OVERVIEW

Sizewell C is the most significant new

energy infrastructure project in a generation,

representing a landmark investment in

reliable, low-carbon power that will underpin

the country’s energy security for decades

to come. In November 2025, INPP reached

financial close on its investment in Sizewell

C, a new nuclear power station in Suffolk.

The station will consist of two 1.6GW

European Pressurised Reactors (‘EPR’),

which will produce enough energy to power

around six million homes, or approximately

of UK demand. Once operational, it is

expected to supply baseload power for at

least 60 years, bolstering the UK’s energy

security and contributing significantly to its

net-zero ambitions. It is also the second

new UK nuclear plant in a generation

and the first nuclear project financed

under a Regulated Asset Base (‘RAB’)

model, representing a step change in how

complex, capital-intensive infrastructure can

be delivered through partnership between

private investors and the public sector.

INPP has invested alongside a consortium

that includes the UK Government, EDF,

Centrica, Nuclear Liabilities Fund and La

Caisse, jointly funding the construction

programme. While the Company’s

shareholding is modest at c.3%, INPP and

its Investment Adviser were closely involved

over many years in the development of the

project’s financing framework, applying

their experience in regulated infrastructure

to support the adaptation of the RAB

model for nuclear. By attracting long-

term institutional capital at a lower cost

than alternative funding methods, INPP’s

investment into Sizewell C helps deliver

critical infrastructure that represents value

for money for electricity consumers.

STRATEGIC FIT AND INVESTOR

BENEFITS

INPP has a strong track record in regulated

infrastructure, including regulated energy

networks, the Thames Tideway Tunnel

and in regulated gas business Cadent,

giving the Company and its Investment

Adviser deep familiarity with the RAB

model and confidence in the risk-adjusted

return profile. Sizewell C represents a

natural extension of this expertise, bringing

the discipline of regulated infrastructure

investment to bear on a project of national

significance and apply to nuclear the same

analytical and structuring rigour that INPP

has developed across its wider portfolio.

During the construction phase, INPP

is expected to receive a cash yield of

approximately 6% per annum of its invested

capital, commencing immediately following

financial close and contributing to the

Company’s dividend cover and returns.

Once operational, the yield to investors will

step up, driving higher cash distributions

for investors. Overall, INPP forecasts an

accretive return relative to alternative

uses of capital (e.g. share buybacks). The

inflation linkage further bolsters the real

value of returns over time, aligning with

INPP’s goal of delivering inflation-adjusted

income to its shareholders. Importantly,

these returns are achieved without exposing

INPP to commodity or demand risk, as

the Company is investing in the regulated

project company (Sizewell C Ltd). Sizewell

C’s revenues come from regulated charges,

independent of fluctuations in electricity

market prices or volume.

The Company has structured its

commitment to maintain funding discipline

in this environment of continuing high

borrowing costs. The committed equity

is expected to be funded through the

Company’s capital recycling initiatives,

rather than new equity issuance or use of

the revolving credit facility. The project’s long

asset life extends the portfolio’s weighted

average investment life by approximately

four years and improves cash flow visibility.

By 2030, when equity funding is complete

and construction is well advanced, Sizewell

C is expected to represent around 10% of

portfolio NAV, supporting long-term growth

within a balanced sector mix.

Despite being a minority shareholder, INPP

has secured robust rights within a two-tier

board structure. Through the Investment

Adviser, INPP holds a seat on the holding

company board alongside the Government

and other major investors, providing input

into commercial and financial decisions. At

the operating company level, the Investment

Adviser has an observer role, ensuring

information access while avoiding direct

operational exposure. Investor protections

are reinforced through reserved matters and

veto rights on key decisions, particularly

where potential conflicts may arise.

INNOVATIVE RAB FINANCING

Under the RAB framework, construction

expenditure is added to the regulated asset

base over time. As capital is deployed, the

RAB increases and the regulatory regime

allows recovery of allowed revenue from

consumers, by earning a regulated return

on the growing balance. This structure

enables investors to earn regulated returns

during construction, rather than waiting for

operations to begin.

1 The-Economic-Impact-of-Sizewell-C-Report.pdf.

Photo credit: Sizewell C

International Public Partnerships Limited

Annual Report and financial statements 2025

Allowed revenue is determined by a small

number of transparent building blocks.

During construction, these comprise a return

on capital, calculated as the RAB multiplied

by an allowed weighted average cost of

capital (‘WACC’), permitted operating costs

and incentive mechanisms that reward good

delivery and penalise underperformance.

Once operational, allowed revenue also

includes depreciation, which returns capital

over the asset’s operating life.

The RAB framework sets two key cost

thresholds: the Lower Regulatory Threshold

(‘LRT’) and Higher Regulatory Threshold

(‘HRT’) that determine how construction

cost risks are shared among investors,

consumers, and the government. The LRT

represents a moderate outturn on cost

and schedule and the HRT represents

a severe outturn, both set above the

Sizewell C management cost estimate of

approximately £38bn in real 2024 terms.

In the Company’s upside economic case,

where total construction costs end up

being below the LRT, investors benefit

from higher returns by sharing 50% of the

efficiency savings achieved with consumers.

Importantly, Sizewell C’s own management

cost estimate falls below the LRT, meaning

that delivery in line with management’s

target would itself represent an upside

scenario for investors. In the Company’s

base economic case, it is assumed total

construction costs are equal to the LRT,

representing a moderate cost outturn

expected to deliver low-teen returns during

the construction period based on a real

allowed return on equity of 10.8% plus

inflation as measured by CPIH.

If construction costs end up being between

the LRT and HRT, overruns are split evenly

between investors and consumers, with

investors earning regulated returns on

only half of the excess costs above the

LRT. In the Company’s downside case,

where total construction costs are equal

to the HRT, representing a severe cost

overrun, investors are expected to achieve

a lower return but one that remains in

the double-digits. If construction costs

exceed the HRT level, government support

limits further investor exposure. In such

downside circumstances, INPP continues

to project a return higher than its current

weighted average discount rate. Overall,

the framework provides strong protection,

ensuring investors can still achieve returns

above the benchmark discount rate even in

severe cost overruns.

10.8%

Real allowed return on equity during

construction and early operations

FINANCIAL

c.6m

Equivalent homes capable of being

CLIMATE

c.8,000

Direct jobs supported at peak

construction

SOCIETY

PRIMARY SDGS SUPPORTED

KEY FACTS:

Incentives are aligned through performance-

based rewards and penalties, supported

by lender protections that may restrict

distributions if agreed standards are not

met. Delivery risk is further mitigated through

replication of the EPR design and construction

approach used at Hinkley Point C, allowing

standardisation and incorporation of lessons

learned, with expected improvements in cost

and schedule efficiency. The structural integrity

of the RAB framework is further reinforced

by the terms of the Government Support

Package which are established in bilateral

contracts requiring counterparty consent

to modify and are overseen by Ofgem as

independent regulator. The UK Government

participates as a significant co-investor in the

project, aligning its interests directly with those

of private investors and providing additional

confidence in the stability of the agreed terms.

IMPACT ON UK ENERGY SECURITY

AND NET-ZERO TRANSITION

Beyond financial returns, Sizewell C is

central to the UK’s power system transition.

With much of the existing nuclear fleet

expected to retire by 2030, the project

provides new firm, low-carbon generation

capacity to complement intermittent

renewable generation. Once operational, its

reliable baseload power will displace fossil

fuel generation to help decarbonise the

electricity system and support the UK’s Net

Zero 2050 pathway.

The project also has a meaningful social

and economic impact. It is expected to

directly support around 8,000 jobs at

peak construction, with a third coming

from East Anglia, and to deliver 1,500

apprenticeships. It is also expected to drive

substantial UK supply chain participation,

reinforcing Sizewell C’s role as both a

nationally significant energy asset and a

long duration, regulated investment aligned

with INPP’s shareholder objectives. Unlike

intermittent renewable sources, nuclear

delivers firm, dispatchable baseload

power that operates regardless of weather

conditions. As the UK’s electricity system

transitions to an increasing proportion of

renewables, this ability to provide reliable

output around the clock makes Sizewell C

not merely complementary to the energy

transition, but essential to it.

Further information can be seen on

the Company’s website (https://www.

internationalpublicpartnerships.com/

investments/case-studies/sizewell-c)

and inthe Company’s latest

Sustainability Report.

1 10.8% is the real allowed return on RAB for

equity investors, agreed by the Secretary

of State for the duration of the construction

period and early operations. Actual returns

will nonetheless reflect cost and schedule

performance relative to the regulatory

thresholds. Adding indexation as measured by

CPIH is expected to bring the nominal return to

investors into the low teens.

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

STRATEGIC REPORToverview STRATEGIC REPORT

OPERATING REVIEW

Since late 2022, the UK listed infrastructure market has continued to operate against a more challenging macroeconomic backdrop, with

inflation and bond yields remaining elevated relative to historic norms. Notwithstanding this, the outlook for essential infrastructure remains

extremely positive, supported by its resilient, long-dated and inflation-linked nature and ongoing government support for critical infrastructure

investment. As market conditions began to stabilise in 2025, opportunities began to emerge for private capital to invest in high-quality,

de-risked assets offering attractive risk-adjusted returns, as demonstrated by the Company’s investment in Sizewell C.

While share price discounts to NAV persist, the Company continues to take a disciplined approach to capital allocation, only considering

investment acquisitions where expected returns are considered attractive relative to share buybacks and which align with the Company’s

investment strategy. Active portfolio management remains a priority, with the enhanced capital return programme intended to be funded

through a combination of divestments and surplus cash flow. Where compelling opportunities arise that enhance portfolio quality and

support long-term value creation, recycled capital will be deployed accordingly, as evidenced by investments in Sizewell C and the

Company’s selection as preferred bidder on Moray West OFTO.

INVESTMENT REALISATIONS

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 as well as new investments that meet the Company’s reinvestment criteria.

Since June 2023, the Company has realised over £385m of capital, representing c.14% of the portfolio as at 31 December 2025. These

realisations, executed across multiple subsectors and geographies, have strengthened the Company’s NAV and supported the ongoing

return of capital to shareholders, including through the share buyback programme. All realisations have completed in line with, or above,

theirmost relevant published valuations.

During the year to 31 December 2025, INPP announced its intention to realise a total of c.£130m from across its portfolio, with the

final transaction reaching financial close in February 2026. The Company continues to actively pursue both individual assets and

portfolio divestments.

valUe-FocUSeD portFolio Development

BSFI – MINORITY EQUITY INTERESTS

Location

Status

Operational

Realisation proceeds

c.£8m

Divestment date

March 2025 (financial close

Q1 2026)

Primary SDG supported

In March 2025, the Company

agreed to sell its minority equity

interests in seven of the UK

education assets from the BSFI

portfolio for total proceeds of

c.£8m, in line with the most

recent valuations.

This transaction reached

contractual completion in Q3 2025

with the final completion taking

place in Q1 2026.

UK EDUCATION PPP REALISATION

Location

Status

Operational

Realisation proceeds

c.£49m

Divestment date

June 2025 (financial close reached

July 2025)

Primary SDG supported

In June 2025, the Company

agreed to complete its debt

financing to release c.£49m of

capital from its Priority Schools

Building Aggregator Programme

(‘Priority Schools Programme’)

investments and 13 BSF portfolio

interests, consisting mostly of

minority stakes. The value of

the retained equity interests

and funds released from the

transaction was at a premium to

the 31 December 2024 valuation.

This transaction reached financial

close in July 2025.

International Public Partnerships Limited

Annual Report and financial statements 2025

Using a combination of the proceeds from

the realisations noted above, along with

surplus operating cash flows, £47.3m of

capital was invested during the year. This

included investments into three long-

standing commitments to Flinders University

Health and Medical Research Building

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

and toob. The commitments to HMRB and

Gold Coast have now fully been met.

c.£35m was invested in Sizewell C’s

regulated company, as part of the

Company’s c.£254m equity commitment

over the next five years. Sizewell C is the

UK’s latest nuclear power station facility

and the first to be financed using the

RAB model which fits into the Company’s

PARTIAL DISPOSAL OF ANGEL TRAINS

Location

Status

Operational

Realisation proceeds

c.£32m

Divestment date

August 2025 (financial close

reached August 2025)

Primary SDG supported

In August 2025, the Company

completed a sale on part of its

investment in Angel Trains. The

transaction realised c.£32m, with

the sale price being at an attractive

premium to the Company’s last

published valuation.

INPP’s remaining investment in

Angel Trains equates to c.6% of

the Company’s NAV.

PARTIAL DISPOSAL OF MORAY EAST OFTO

Location

Status

Operational

Realisation proceeds

c.£40m

Divestment date

December 2025 (financial close

reached February 2026)

Primary SDG supported

In December 2025, the

Company announced its

intention to sell a 49% stake in

the Moray East OFTO, with the

sale price being at an attractive

premium to the Company’s last

published valuation.

This transaction closed post

period-end in February 2026.

INPP retains a 51% holding in

Moray East OFTO and board

representation rights.

INVESTMENTS MADE DURING 2025

PERFORMANCE AGAINST

STRATEGIC KPIs

100%

of the investments made in 2025

metatleast two of the four attributes

(2024: 100%)

selective reinvestment criteria of offering

higher returns and strengthening the

alignment with strategic objectives. The

Company intends to fund its c.£50m annual

instalments over the next five years through

its capital recycling programme, together

with surplus operational cash generated

by the portfolio. Further information can be

found in the case study on pages 24 to 25.

In addition, £0.6m was invested during

the year, into the final 10% stake in the

two Southwark BSF schemes (Education),

bringing INPP’s ownership in both schemes

to 100%.

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 25 years

OPPORTUNITIES

The Board and the Investment Adviser

continue to monitor market conditions

closely, assessing investment and

divestment opportunities to ensure

the portfolio remains aligned with the

Company’s long-term strategic objectives.

DESIRABLE KEY ATTRIBUTES FOR

THE PORTFOLIO

Any new investments will 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

below. Any investment is also required to

positively contribute towards the SDGs

(see the Responsible Investment KPI on

pages 12 to 13).

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)

1 This is reflective of the 2026 and 2027 dividend targets, and c.2.5% annual dividend growth thereafter.

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

STRATEGIC REPORToverview

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, and water

resilience projects

EXAMPLE INVESTMENTS

– Government-backed

transport, including:

– Light rail

– Regional rail

– Key transport links

OTHER ESSENTIAL

INFRASTRUCTURE

EXAMPLE INVESTMENTS

– Digital connectivity

– Energy management

Northfleet Technology College, Kent, UK

Photo credit: Bob Wheeler Photography

East Anglia One (‘EA1’) OFTO

TARGET SECTORS

OPERATING REVIEW continUeD

valUe-FocUSeD portFolio Development CONTINUED

Reliance Rail, Australia

International Public Partnerships Limited

Annual Report and financial statements 2025

DIFFERENTIATOR OF THE

INVESTMENT ADVISER

Amber has served as Investment Adviser

to the Company since its inception in

2006

, consistently sourcing and delivering

investment opportunities through a

disciplined and differentiated platform.

Central to Amber’s approach is the

construction of a well-balanced portfolio,

targeting a mix of availability-style revenues

and operational businesses with strong

characteristics and stable cash flows.

This ensures resilience while maintaining

a focus on predictable, index-linked

incomestreams.

Amber applies a rigorous framework to risk

management, ensuring that risks are clearly

identified, measured, and actively mitigated,

while minimising exposure to extraneous

or uncontrollable macroeconomic factors,

where possible. The strategy prioritises

mid-market assets, often supported by

government frameworks, and underpinned

by high credit quality counterparties.

In parallel with optimising the existing

portfolio, Amber continues to originate

and execute attractive new investments,

maintaining a disciplined approach to

capital allocation. This includes aligning all

opportunities with the Company’s objectives

of geographic diversification, long-term

value creation, and, where appropriate,

returning capital through share buybacks.

Amber and INPP also remain at the forefront

of evolving partnership models between

the public and private sectors, leveraging

their expertise to access opportunities in

the primary or early-mover stage where

value can be created ahead of asset

standardisation. This early access is a key

differentiator, enabling the Company to

secure attractive investments and sustain

long-term shareholder value.

The graphic below outlines Amber’s

ability to access early opportunities and is

considered a key differentiator in accessing

attractive investments for the Company.

FIRST MOVER ADVANTAGE IN ORIGINATION

First Operating Business and

German Asset Acquisition

Acquisition of first

Australian asset

2006 - 2010

First Belgian

investment

Gold Coast Light Rail Acquisition

Amber establishes Transmission Capital

Partners with eleven UK OFTO investments

to date, establishing itself as market leader

(3 investments made in 2011)

First UK Rosco

Acquisition

First US

investment

(Family Housing

for Service

Personnel)

£4.2bn Tideway

Tunnel established

First of its kind RAB-based

deal with government support

Cadent Gas Acquisition

Divestment

First Danish

acquisition

Entry into New

Zealand market for

INPP

First into

nuclear sector

and first global

RAB-based

nuclear project

2016 - 2020

First NHS Local

Improvement

Finance Trust deals

Priority Schools

Aggregator –

novel structure

First energy efficiency funds

2011 - 2015

Appointed by UK

Treasury to

manage Europe's

first dedicated

digital infra fund

First CEE-

focused

infrastructure

fund

2021 - 2025

First digital

investment

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

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

STRATEGIC REPORToverview

OPERATING REVIEW continUeD

valUe-FocUSeD portFolio Development CONTINUED

A high-level summary of pipeline opportunities identified by the Investment Adviser beyond those known or committed opportunities in

the table above are set out below. The pipeline which is set out by number of opportunities offers attractive infrastructure investments aligned

with the Company’s risk appetite and potential for enhanced returns.

These opportunities share the resilient characteristics of our existing portfolio, including stable long-term cash flows, strong contractual

protections, and low market correlation, with additional upside through active asset management and operational improvements.

This overview is indicative only, and intended to show the wider range of opportunities available, noting that there is no assurance that

these opportunities will result in commitments. Any commitments will be made in accordance with the capital allocation policy outlined on

pages 26 to 27.

Investment classification and geography breakdown by number of projects

SECTOR BREAKDOWN

Regulated 48%

PPP 31%

Operating

Businesses 21%

GEOGRAPHY

UK 38%

Continental Europe 28%

Australia/New Zealand 24%

Nordics 10%

CURRENT PIPELINE AND COMMITMENTS

KNOWN/COMMITTED

OPPORTUNITIES LOCATION

ESTIMATED

COMMITMENT EXPECTED ASSET LIFE INVESTMENT STATUS

Sizewell C c.£220m 60 years (following construction)

First instalment made. Investments to be made

over the next five years

Moray West OFTO

c.£65m

24 years Preferred bidder. Investment expected in H2 2026

toob

c.£8.8m

Operational business Further commitment made

The Company is currently the preferred bidder on its 12th OFTO investment, Moray West OFTO. Moray West OFTO delivers operational

exposure from the first day of investment with enhanced cash yield. This transaction is expected to be accretive to the portfolio across

several key metrics, including the weighted average discount rate, the proportion of inflation-linked cash flows, the progressive and

fully covered dividend supported by portfolio cash flows, whilst bringing positive ESG characteristics, further reinforcing the Company’s

commitment to delivering sustainable, long-term value.

1 This timeframe reflects the anticipated 60 years of operations following construction, which together is expected to end in 2099.

2 Represents the Company’s preferred bidder position. There is no certainty this will translate into an actual investment.

3 Further information regarding this commitment can be found on page 40.

International Public Partnerships Limited

Annual Report and financial statements 2025

Gold Coast Light Rail, Australia

Photo credit: TransLink, Department of

Transport and Main Roads

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

STRATEGIC REPORToverview

OPERATING REVIEW continUeD

MARKET ENVIRONMENT IN 2025

AND FUTURE OPPORTUNITIES

NORTH AMERICA

– Significant shifts in policy during 2025 have created

market volatility specifically across renewable energy,

conventional power generation and digital sectors

– Deal values increased during 2025, but volumes reduced

due to fewer higher value deals in data and energy

sectors. Deal volumes are expected to increase again

with new procurements issued for transport, energy

deals (including nuclear facilities and network utilities) and

continued growth in data infrastructure

– Government and other entities are increasingly seeking

alternative delivery of projects. Many projects display

capital structures that utilise a mix of sources of public

and private capital

– As of January 2026, US growth is projected to average

2.2% in 2026, and is expected to ease in 2027 with an

expected growth rate of 1.9%

– In Canada, renewed energy and trade objectives and

changes to domestic policy are being analysed. The

impact on the outlook for Canada and opportunities for

private investment are still to be determined given

a volatile year for policy setters

1 World Bank Group – Global Economic Prospects, January 2026.

2 Office for National Statistics, GDP quarterly national accounts, 2025.

3 Bank of England, Monetary Policy Summary and Minutes, December 2025.

4 Office for National Statistics, Consumer Price Inflation, December 2025.

5 Department for Transport, Lower Thames Crossing funding announcements, 2025.

6 HM Treasury, Autumn Budget 2025.

7 HM Treasury, National Wealth Fund policy update and investment commitments, 2025.

8 HM Government, Spending Review 2025 and UK Infrastructure: A 10-Year Strategy.

9 https://www.ecb.europa.eu/press/projections/html/ecb.projections202512_eurosystemstaff~12ead61977.en.html#toc4.

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

11 https://germany.representation.ec.europa.eu/news/nextgenerationeu-neue-leitlinien-fur-die-umsetzung-bis-2026-2025-06-04_de.

UNITED KINGDOM

– The environment in 2025 remained challenging from a macroeconomic perspective,

but infrastructure continued to stand out as a priority asset class for policymakers

and long-term capital. While economic growth was subdued and inflation

remained above target, government policy, institutional backing and public funding

commitments provided a supportive backdrop for infrastructure investment,

particularly in transport, energy transition and enabling networks

– Monetary conditions eased over the course of the year as the Bank of England

responded to disinflation and weak growth, cutting the base rate to 3.75% by

December 2025

. Although financing costs remained elevated relative to historical

norms, the gradual easing in policy helped stabilise debt markets and reinforced

the relative attractiveness of infrastructure assets offering long-dated, inflation-linked

and resilient cashflows. UK inflation stood at 3.2% December 2025, maintaining the

importance of contractual indexation across regulated and availability-based assets

– Government support for infrastructure remained strong. The 2025 Autumn Budget

included a commitment of c.£900m to complete the publicly funded works for the

Lower Thames Crossing, reinforcing the government’s willingness to take part in

nationally significant projects where delivery risk has historically constrained private

capital participation

. In addition, £100m of new capital funding for EV charging

infrastructure, alongside £100m of resource funding for local authorities and public

bodies, aimed to accelerate deployment and address bottlenecks in one of the UK’s

fastest-growing infrastructure sub-sectors

– The National Wealth Fund continued to expand its role as a cornerstone investor

in UK infrastructure, increasing its focus on mobilising private capital into clean

energy, grid infrastructure and growth-enabling assets. Through co-investment, the

Fund played an increasingly important role in mitigating risk and improving project

bankability, particularly for capital-intensive or early-stage developments aligned with

the government’s industrial and net zero objectives

– Looking ahead, the forthcoming 10-year National Infrastructure Strategy, expected

following the conclusion of the multi-year spending review, is anticipated to improve

pipeline visibility and reinforce long-term policy alignment

. While execution risks

remain, particularly around planning, grid capacity and supply-chain constraints,

the combination of easing monetary policy, sustained public sector support and

strong institutional demand positions UK infrastructure as a core allocation for

long-term investors

International Public Partnerships Limited

Annual Report and financial statements 2025

EUROPE (EXCLUDING UK)

– Within the EU, political tensions and uneven economic performance have

persisted, with electoral results in several member states that have added

complexity to economic policymaking. While mainstream parties have

remained in power in many countries, populist and fringe parties have been

strong in recent elections, complicating policy consensus. In Germany and

France, the bloc’s largest two economies, governments are facing difficult

political and domestic pressures over structural reforms and investment

priorities, with fiscal strategies evolving in response to both internal political

dynamics and broader EU commitments, adding a layer of ambiguity to

medium-term policymaking

– With an estimated growth of 1.4% in 2025, the European economy is

proving resilience despite the challenging global environment and the

headwinds caused by tariffs. As disposable household incomes rise,

government spending increases, financing conditions improve and foreign

demand rebounds, growth is expected to average 1.2% in 2026 and

1.4% in 2027 and 2028. Consequently, the average annual GDP growth

is projected to be 1.3% over the projection horizon in light of receding

uncertainty further supported by a resilient labour market, and fiscal stimulus

particularly in Germany, related to defence and infrastructure spending. In

addition, inflation is projected to decrease from 2.1% in 2025 to 1.9% in

2026 and 1.8% in 2027, before rising to the ECB’s target of 2% in 2028

– 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 or related

funds 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

. As the Next Generation EU Recovery Fund

programme is scheduled to end in 2026, the aim is to strongly promote

the programme among the member states to ensure that the remaining

available funds of c.€300bn (as of June 2025) will be utilised, allowing the

programme to successfully conclude by the end of 2026, with an expected

positive impact on the EU economy in the coming years

AUSTRALIA AND NEW ZEALAND

– Government investment will remain a key driver of private

infrastructure development in Australasia in 2026, with energy

and transport projects prioritised to support population growth,

strengthen economic resilience, and accelerate the transition to

net zero. Across both Australia and New Zealand, governments

continue to emphasise long-term infrastructure planning and

delivery, and a willingness to mobilise private capital to supplement

public balance sheets

– In Australia, the five-year major public infrastructure pipeline

has grown by A$29bn to A$242bn over the last year, reversing

previous declines, largely driven by an increase in electricity

transmission and housing projects, with the transport sector

accounting for more than half of the total pipeline

. Renewable

energy projects continue to be a priority for both the public and

private sectors with A$163bn

of investment over the next five

years, with key projects currently under procurement including the

New England Renewable Energy Zone and VNI West. Preparations

for the Brisbane 2032 Olympic Games are also set to require near-

term investment across venues, precincts, and transport networks,

with PPPs being considered for key components

– Australia’s economic outlook remains broadly positive with projected

GDP growth of 1.9% in 2026 and 2.0% in 2027

as resilient

consumer spending, business investment and public spending

continue to underpin activity

. Australia’s fundamentals remain

strong: the national balance sheet is well-positioned by international

standards, commodity prices remain supportive of the economy,

and the labour market is tight with unemployment near historical

lows

. Against this backdrop, a steady pipeline of infrastructure

investment opportunities is expected to persist, supported by

multi-year capital programmes at both federal and state levels

– In New Zealand, the Government continues to emphasise the need

for private and foreign investment to help address an estimated

NZ$275bn infrastructure deficit, positioning New Zealand as

‘open for business’ and seeking continuity across election cycles

via a National Infrastructure Plan

, with bipartisan support. A

general election will be held in November 2026, potentially slowing

the procurement of new major infrastructure projects this year;

however, broad continuity in infrastructure policy is expected

– The New Zealand Treasury forecasts real GDP growth of 1.7%

for 2025-26, rising to 3.4% in 2026/2027, and then around 2.5%

thereafter

, with economic growth supported by a low interest rate

environment, rising house prices and higher net migration

– After a period of moderated economic activity in New Zealand,

early signs of stabilisation and recovery are emerging with

policymakers signalling an end to the interest rates easing cycle in

late 2025

. With excess capacity in the economy and conditions

in place for a cyclical recovery

, New Zealand remains well-

positioned for long-term infrastructure investment with a substantial

pipeline of government-backed projects, particularly across the

healthcare, education and transport sectors

12 https://www.pwc.de/de/deals/transformation-der-infrastrukturinvestitionen-1225.pdf?.

13 https://www.infrastructureaustralia.gov.au/listing/media-release/billions-injected-national-infrastructure-pipeline-governments-target-energy-and-housing-growth.

14 https://www.rba.gov.au/publications/smp/2025/nov/outlook.html.

15 https://www.anz.com.au/content/dam/anzcomau/documents/pdf/anz-global-outlook-2026.pdf.

16 https://www.anz.com/institutional/insights/articles/2026/01/the-big-themes-of-2026/.

17 https://www.anz.com.au/content/dam/anzcomau/documents/pdf/anz-global-outlook-2026.pdf.

18 https://www.treasury.govt.nz/publications/efu/half-year-economic-and-fiscal-update-2025#:~:text=Real%20GDP%20is%20expected%20to,remainder%20of%20the%20forecast%20period.

19 https://www.cnbc.com/2025/11/26/new-zealand-central-bank-cuts-rates-to-over-3-year-low-signals-end-to-easing-cycle.html#:~:text=News%20%7C%20Getty%20Images-,New%20

Zealand’s%20central%20bank%20cut%20its%20benchmark%20official%20cash%20rate,early%20signs%20of%20picking%20up.

20 https://www.anz.co.nz/about-us/economic-markets-research/economic-outlook/.

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

STRATEGIC REPORToverview

active aSSet management

OPERATIONAL PERFORMANCE

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

2025 with 100% of the investment portfolio’s overall forecast distributions having been

received (31 December 2024: 100%). Despite there being an outage, during the year on the

Beatrice OFTO, Ofgem determined that the fault was beyond the OFTO’s reasonable control

and, taking into account Beatrice OFTO’s actions in responding to and repairing the fault,

concluded that existing regulatory protections would be available such that Beatrice OFTO

would not be subject to any revenue loss for the impact of the offshore cable fault on

asset availability.

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

construction and once 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, therefore, 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 2025, this remained low at 0.33 per

100,000 hours worked (31 December 2024: 0.30). Comprehensive health and safety

dataisevaluated each quarter to highlight any trends or areas of focus, and is reviewed

bytheBoard.

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/

2 Measured by comparing forecast portfolio distributions against actual portfolio distributions received, in local currency.

3. Includes UK social accommodation (where the Investment Adviser provides asset management services), Angel Trains, Cadent, Tideway, NDIF and BSFI Minority and all investments

inGermany, Australia, New Zealand and Canada.

PERFORMANCE AGAINST

STRATEGICKPIs

100%

Forecast distributions received

(31 December 2024: 100%)

0.33

Accident Frequency Rate

per100,000hours worked

(31 December 2024: 0.30)

OPERATING REVIEW continUeD

APPROACH TO ASSET MANAGEMENT

Through the Investment Adviser, we actively manage the Company’s investments to maintain a high-performing portfolio, diversified by both

sector and geography, capable of delivering consistent returns to shareholders and providing sustainable contributions to local communities.

At the portfolio level, Amber has a highly skilled in-house team of over 50 individuals with decades of sector experience across the regions

where INPP operates. This global 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 in

2006 and has been instrumental in maintaining this success during periods of macroeconomic volatility.

CORPORATE MANAGEMENT SERVICES

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

own management teams and instead 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 delivering 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 Board 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 cable faults at EA1, and Beatrice OFTOs in recent years. 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 2025

GEOGRAPHIC SPLIT

UK 72%

Belgium 9%

Australia 7%

Germany 5%

New Zealand 3%

US 2%

Canada 1%

Denmark <1%

Investments are diversified by developed geographies

Ireland <1%

INVESTMENT OWNERSHIP

<50% 48%

100% 47%

50-100% 5%

Preference to hold majority stakes

INVESTMENT LIFE

<20 years 42%

>30 years 39%

20-30 years 19%

Weighted average portfolio life of c.39 years

SECTOR BREAKDOWN

Transport 22%

Energy transmission 20%

Waste water 16%

Gas distribution 16%

Education 13%

Other 12%

Low carbon energy 1%

135 investments in infrastructure projects

and businesses across a variety of sectors¹

REVENUE PROTECTIONS

Government backed

availability revenue 44%

Regulated revenue 33%

Government backed with

revenue adjustment

mechanisms 11%

Long term contracted

revenues 10%

Market revenue 2%

The majority of the portfolio is backed by long-term secure revenues

MODE OF ACQUISITION/INVESTMENT STATUS

Operational 82%

Construction 18%

Early Stage Investor3 69%

Later Stage Investor

31%

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%), Digital (2%), FHSP (2%), and Judicial (1%) among other assets.

2 INPP’s investment case is supported by a highly attractive, secure long-term revenue base. INPP’s revenues are predominantly government or government backed availability or regulated

revenues. The portfolio has very little market revenue or retail revenue exposure.

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 2025

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

STRATEGIC REPORToverview

PORTFOLIO BREAKDOWN

PPP 35%

OPERATING REVIEW continUeD

active aSSet management CONTINUED

The Company’s PPP portfolio (accounting

for 35% 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

across education, healthcare, justice and

other social infrastructure sectors across

multiple jurisdictions including the UK,

Europe, Canada, North America, Australia

and NewZealand. 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. For further information on the

PPPs that sit within our top 10 investments,

see pages 14 to 23.

– 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 2025, the overall

availability of the Company’s PPP assets

was 99.8% (31 December 2024: 99.8%)

with performance deductions of only

0.3% (31 December 2024: 0.2%) both

of which were ahead of KPI targets and

demonstrate the high level of operational

performance achieved

– The overall asset availability of 99.7%

for the year to 31 December 2025

(31 December 2024: 99.7%) reflects the

Company’s PPP projects as well as its

OFTO investments

– During the year to 31 December 2025,

the Company’s Investment Adviser

oversaw the delivery of lifecycle works

(including repair, refurbishment, and

replacement works) totalling c.£108m 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 1,400 contract variations

during the year, amounting to c.£22.4m

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

PERFORMANCE AGAINST

STRATEGIC KPIs

99.7%

Asset availability achieved

againstatarget of >98%

(31 December 2024: 99.7%)

0.3%

Asset performance deductions

achieved against a target of <3%

(31 December 2024: 0.2%)

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 2025

OTHER KEY UPDATES

ASSET HAND-BACK

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

assets and the associated services to the

public sector clients continues to be an

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 National Infrastructure

and Service Transformation Authority

(‘NISTA’) 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.

Following the expiry of INPP’s first two PPP

concessions, Bootle (a HMRC tax office) in

2024 and Hereford and Worcester Courts

(‘H&W’) in Q3 2025, INPP has received

positive feedback from the public sector

counterparties and their advisers in respect

of: how the expiry process was managed;

the outcomes delivered; and the partnering

approach taken. In each case the expiry

processes proceeded in line with INPP’s

expectations.

The expiry dates for the remainder of the

Company’s PPP concessions span the next

25 years, and in line with NISTA guidance

hand-back activities are underway for all

PPPs which are due to expire in seven years

or less. The next PPP scheme to be handed

back is the Strathclyde Police Training

Facility; this is scheduled to take place at

the end of Q3 2026 and necessary activities

are proceeding in line with expectations

with a programme of agreed hand-back

related works to be delivered prior to the

expiry date.

THE REVOLUTION OF TECHNOLOGY

The Amber Asset Management team is

pleased to be working with the facilities

management sector to incorporate new

technologies into processes and initiatives,

as they evolve. One key example is the use

of drones. The Royal Children’s Hospital in

Melbourne, Australia was the first hospital

worldwide to host a KTV window-washing

drone demonstration. This technology is

now being considered for wider adoption

to make cleaning at height faster, safer,

and more efficient. Using purified water at

high pressure, drones can access hard-to-

reach, high-level areas without the need

for working at height, reducing both risk

and water consumption while delivering

a spotless finish. Companies such as

OCS and Equans are already using this

technology and are exploring its introduction

across INPP projects.

The Royal Children’s Hospital project, which

involved the design, construction, facilities

management, and financing of the hospital

has the capacity to treat over 593,000

patients per year.

In addition to cleaning applications, drone

roofing surveys are also being introduced.

The use of remotely piloted aircraft

systems allows access to roof areas that

are otherwise difficult to inspect, enabling

detailed condition assessments of roofs

and roof-mounted plant and equipment

without the need for cranes, scaffolding,

or other access equipment. This approach

significantly reduces the risks associated

with working at height while improving

efficiency and data accuracy. Drone surveys

have recently been carried out across

several INPP assets, including Moray

schools, Northampton schools, Tower

Hamlets schools, and Wolverhampton BSF.

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

STRATEGIC REPORToverview

PORTFOLIO BREAKDOWN

Regulated Investments 53%

REGULATED INVESTMENTS

As at 31 December 2025, the Company

was invested in Cadent, Tideway, Sizewell

C and a portfolio of 11 OFTOs (together

accounting for 53% 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. As at

31 December 2025, the Company owned

100% of each of its OFTO investments

and whilst the Company does not hold

majority positions in Cadent, Tideway

or Sizewell C, 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 Beatrice OFTO was operating at

half its capacity after having suffered an

offshore cable fault in Q2 2025. Due to the

efforts of the Investment Adviser’s asset

management team, the repair works were

completed and the OFTO returned to full

service at the start of Q3 2025. Post year-

end, Ofgem determined that the fault was

beyond the OFTO’s reasonable control

and, taking into account Beatrice OFTO’s

actions in responding to and repairing the

fault, concluded that existing regulatory

protections would be available such that

Beatrice OFTO would not be subject to any

revenue loss for the impact of the offshore

cable fault. Accordingly, paid availability

for the OFTO portfolio during the year

was 99.6% which is above the licence

target of 98.0%. The rest of the OFTO

portfolio performed in line with expectations

during the year. Further information of the

performance can be seen in the Top 10

Investments section on pages 14 to 23.

The Ofgem consultation process regarding

the potential regulatory developments

underpinning an extension of the OFTO

revenue stream is ongoing. 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.

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

In December 2025, Ofgem published

its RIIO-3 Final Determination (‘FD’) for

Cadent

, which sets out its allowed

revenues, investment allowances,

obligations, and performance requirements

for the 2026-2031 price control period.

Overall, the FD represents a more

favourable position than Ofgem’s draft

proposals and provides Cadent with

higher and more workable allowances

than previously anticipated.

After careful deliberation and consultation

with its shareholders (of which the Company

is one), Cadent has decided to seek an

independent review of certain aspects of

the FD by the Competition and Markets

Authority (‘CMA’). It is understood that

Cadent’s approach is in line with the steps

taken by other gas distribution network

owners. The CMA’s review will commence

in Q3 2026 and their initial findings are

expected to be announced later in 2026.

The Company’s cash flow forecasts used

for the purpose of determining the year-end

valuation reflect the FD issued by Ofgem

in December 2025, and does not consider

any benefits arising from a successful

CMAappeal.

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.

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/sites/default/files/2025-12/RIIO-3-Final-Determinations-Cadent.pdf.

active aSSet management CONTINUED

OPERATING REVIEW continUeD

International Public Partnerships Limited

Annual Report and financial statements 2025

TIDEWAY

In February 2025, the ‘super sewer’

became fully connected and capable of

preventing sewage spills that would have

otherwise polluted the River Thames,

dramatically improving the water quality of

the river. Data shows that by March 2026,

the system has diverted over 19m tonnes

of sewage from entering the river

, the

equivalent of five Wembley Stadiums.

Commissioning, which includes the storm

testing phase of the project, is currently

underway and management target

handover of the tunnel to Thames Water

inthe first half of 2026.

While the tunnel is operational and

functional, above ground work continues.

This is mainly focused on activities

such as the commissioning of the new

public spaces along the river, as well as

reinstatement work relating to former

Tideway construction sites. There is

also work relating to the ongoing testing

and commissioning period, in particular

to address any issues as the tunnel is

subjected to different operating conditions

for the first time, none of which are

considered by management to be material.

In June 2025, Tideway became the first

corporate to issue a ‘Blue Bond’ in the

UK. A Blue Bond is a debt instrument that

national governments, development banks

and corporations issue to raise finance

for marine and ocean-based projects that

have long-term sustainability objectives

and benefits. They can be used to finance

projects with adaptation benefits, such as

the restoration of mangrove forests (which

also has mitigation benefits), the expansion

of marine protected areas, improved water

management, and flood risk reduction. Blue

Bonds are a subset of the better-known

Green Bonds, which are specifically targeted

at projects that benefit seas and marine

environments. Tideway was also one of the

first UK corporates to issue Green Bonds

when the project was in its initial stages.

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.

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 2025

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

During the year to 31 December 2025, Angel

Trains continued to perform well with its trains

on lease to TOCs across the UK as planned.

As detailed in the Company’s Interim Report

for the six months to 30 June 2025, INPP

disposed of part of its investment in Angel

Trains in August 2025, realising c.£32m of

proceeds, with the sale price being at an

attractive premium to the 30 June 2025

valuation. The sale supports the Company’s

buyback programme and future investment

commitments. INPP has retained access

to board representation through the

Investment Adviser.

It remains the UK’s Labour government’s

intention to establish Great British Railways

as the ‘directing mind’ for the rail sector and

in November 2025 it published the Railways

Bill, the legislation that will enable this. While

the implications of industry reform remain

to be seen, the government has previously

stated it has “no plans to change the way

rolling stock is leased”.

BENEX

In June 2023, a subsidised monthly regional

public transportation ticket was introduced

known as the ‘Deutschlandticket’, for an

initial period of two years. During 2025,

the legislative process for safeguarding

the ‘Deutschlandticket’ had been well

underway. From 2027 onwards, index-

based price updates will be introduced,

which will take account of cost increases

around wage and energy costs. While the

price index discussion is scheduled for the

second quarter of 2026, this effectively

extends the ‘Deutschlandticket’ at least

until 2030. The resulting increased demand

for regional transport should, among other

things, help to reduce emissions as well as

provide greater opportunities for BeNEX

going forward.

Over the course of 2025, BeNEX and its

TOCs participated successfully in several

concession tenders. BeNEX was awarded

a new concession (RE34) which, over a

term of 14 years, enables the redeployment

of a partial fleet of EMUs to operate 1.7m

train km p.a. in Western Germany. While the

formal award of another new concession

was still pending at the end of 2025,

important concessions were also re-won.

These include concessions like Net Mid

(up to 3.1m train km p.a.) and HUG, (6.5m

train km p.a.), which is an equally important

success for BeNEX. Moreover, the start

of operations between Regensburg and

Nuremberg (RDO concession) with 23 new

Siemens EMUs was managed successfully,

providing high quality services to the

passengers in the wider metropolitan area

of Munich including the Munich Airport,

that resulted in higher passenger numbers

than expected. These operational and

tender successes not only contribute to a

sustainable, diversified and stable portfolio

as well as beneficial returns, but also

strengthen the relationships with PTAs and

thus contribute to risk mitigation. The post-

merger integration of the Abellio Germany

activities, which were acquired in 2024,

has been well under way, with progress

ahead of plan and identification of higher

than anticipated synergies. In total, BeNEX

will operate 15 concessions in 14 of the 16

German federal states, with a total volume

of c.67m train km, p.a., strengthening its

position as one of the largest passenger

rail operators in Germany by service

volume. Overall, BeNEX looks back on

another successful year and sees itself

well positioned for further successes in

the coming years.

DIGITAL INFRASTRUCTURE

Through the Amber-managed National

Digital Infrastructure Fund (‘NDIF’), the

Company has interests in two remaining

digital assets, toob and Community Fibre.

toob is a fibre-to-the-premise network

operator which has built its own network

principally across Southampton and

other towns in the South of England,

covering c.300,000 premises with over

121,000 connected customers. The

business achieved EBITDA positive

status in September 2025, a significant

milestone that demonstrates the strength

of its customer proposition. During Q1

2026, the Company committed a further

c.£8.8m of equity to support the business

through to operating cash flow positivity,

which is forecast for H1 2027. This

additional investment reflects the ongoing

funding requirements of the business as

it navigates a competitive UK broadband

market, characterised by pricing pressures

from incumbent operators and broader

sector headwinds that have impacted

altnets across the market. The valuation

assumptions and underlying business

plan have been updated to reflect these

challenging current market conditions.

Community Fibre remains London’s largest

100% full fibre broadband provider and

continues to make strong progress and has

now passed c.1.5m homes and businesses

with fibre and has over 430,000 customers.

The business is EBITDA positive and is

forecast to be operating cash flow positive

in H1 2026.

Both toob and Community Fibre have

materially completed their network build

programmes, with ongoing build activity

focused on infill and densification at low

incremental cost. The Company’s total

exposure to digital infrastructure remains

below 2% of NAV.

OPERATING BUSINESSES

International Public Partnerships Limited

Annual Report and financial statements 2025

INPP SERVICE PROVIDERS¹

Bouygues 2%

Mitie 2%

OCS 2%

Hunt Military Communities 2%

G4S 2%

Amey 1%

Honeywell International 1%

Kier 1%

Regulated Investments

– Cadent, TTT & SZC 33%

Regulated Investments

–OFTOs

20%

Other – Angel Trains,

BeNEX and NDIF

12%

Infrabel NV Van Publiek

Recht 9%

Others 7%

Downer & Spotless 6%

1 Based on percentage of Investments at Fair Value as at 31 December 2025.

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.

The Company had the following three projects under construction as at 31 December 2025:

Progress update: The super sewer was

fully connected in February 2025 and to

date, over 19m tonnes of sewage has

been prevented from entering the River

Thames. Commissioning is currently

underway, which includes storm testing.

More information on Tideway’s progress

can be seen on page 39.

Location

Construction completion date

H1 2026

Defects completion date

2028

% of investment at fair value

at31December 2025

15.8%

Location

Construction completion date

Late 2030s

Defects completion date

Expected 2040s

% of investment at fair value

at31December 2025

1.3%

TIDEWAY

SIZEWELL C

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.

Sizewell C is the UK’s new nuclear power station located on the Suffolk

Coast. Further information on the investment can be seen in the case

study on pages 24 to 25.

Progress update: The remaining

construction works for Gold Coast

Light Rail – Stage 3 are on schedule

forcompletion during the second half

of 2026.

Location

Construction completion date

H2 2026

Defects completion date

2027

% of investment at fair value

at31 December 2025

0.2%

GOLD COAST LIGHT RAIL – STAGE 3

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.

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

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 £156.3m (2024: £156.8m)

– Cash dividends were fully covered: 1.1 times (2024: 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 £297.7m in the year (2024: £359.9m).

This includes cash received from realisation activity of £87.4m

– Profit before tax of £263.9m was reported (2024: £0.5m). 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 47

– The Company’s cash balance as at 31 December 2025 was £54.5m, held to service ongoing

costs, share buybacks and upcoming dividend payments (31 December 2024: £76.5m)

– £47.3m was invested during the year (2024: £107.8m). This includes previously

committed investments as well as new investments, as detailed on pages 26 to 30 and

note 12 of the financial statements

– The Company has access to a £300m debt facility, which was renewed during the year

and remains available until April 2028. There were no cash drawings under the Company’s

CDF during the year, with £249m committed by way of letters of credit under the facility

as at the year end. Of this committed balance, £219m was issued as letters of credit to

support the Company’s financial obligation to Sizewell C. As previously announced, the

facility is not expected to be required to cash drawn to fund the investment

– Net financing costs paid were £4.4m, (2024: £3.2m) reflecting the level of utilisation of the

Company’s CDF during the year

– During the year, the Company bought back c.£77.4m

of shares. To date over £135m of

shares have been acquired, generating 1.6p per share of NAV accretion

– The current programme of up to £225m is expected to run until 31 March 2027. 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 04 to 07 for further information

ONGOING CHARGES

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

remain competitive at 1.09% (2024: 1.14%)

PERFORMANCE AGAINST

STRATEGIC KPIs

1.1x

Dividends fully cash covered

(2024: 1.1x)

1.09%

Ongoing Charges Ratio

(2024: 1.14%)

£263.9m

Profit before tax

(2024: £0.5m)

1 The Ongoing Charges ratio is prepared in accordance with the AIC recommended methodology, noting this excludes non-recurring costs.

2 Share buybacks for the year includes net accrual of £0.4m.

International Public Partnerships Limited

Annual Report and financial statements 2025

SUMMARY OF CASH FLOWS

Summary of Consolidated Cash Flow

Year to

31 December

2025

£m

Year to

31 December

2024

£m

Opening cash balance 76.5 128.6

Cash from investments 297.7 359.9

Corporate costs (34.2) (34.6)

Net financing costs (4.4) (3.2)

Net operating cash flows before capital activity

259.1 322.1

Cost of new investments (47.3) (107. 8 )

Investment transaction costs (0.5) (1.5)

Working capital advanced – (0.2)

Net movement of CDF – (65.0)

Dividends paid (156.3) (156.8)

Share buybacks (77.0 ) (42.9)

Closing cash balance 54.5 76.5

Cash dividend cover (total) 1.7x 2.1x

Cash dividend cover (excluding cash from realisation activity)

1.1x 1.1x

1 Net operating cash flows before capital activity as disclosed above of £259.1m (2024: £322.1m) include net repayments from investments at fair value through profit or loss of £297.7m

(2024: £359.9m), and finance costs paid of £4.4m (2024: £3.2m) and exclude investment transaction costs of £0.5m (2024: £1.5m) when compared to net cash inflows from operations of

£157.7m (2024: £141.0m) as disclosed in the consolidated cash flow statement on page 103 of the financial statements. Cash from investments of £297.7m 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 £102.0m as presented in the cash flow statement on page 103 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 £87.4m was received during the year (2024: £151.8m) relating to realisation activity.

ONGOING CHARGES RATIO

Ongoing Charges Ratio

Year to

31 December

2025

£m

Year to

31 December

2024

£m

Annualised Ongoing Charges

(29.8) (32.2)

Average NAV

2,735.8 2,824.7

Ongoing Charges Ratio (1.09%) (1.14%)

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

Corporate Costs

Year to

31 December

2025

£m

Year to

31 December

2024

£m

Management fees (26.8) (29.3)

Administrative fees (2.5) (2.4)

Directors’ fees (0.5) (0.5)

Total annualised Ongoing Charges

(29.8) (32.2)

1 The Ongoing Charges Ratio is prepared in accordance with the AIC recommended methodology, noting this excludes non-recurring costs.

2 Average of published NAVs for the relevant period.

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

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

Since IPO to 31 December 2025, the Company has delivered an annualised NAV total return of 7.2% (31 December 2024: 7.0%),

reflecting the change in NAV per share plus dividends paid. Over the same period, the annualised total shareholder return was 6.3%

(31 December 2024: 6.1%). 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 time 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.

PERFORMANCE AGAINST

STRATEGIC KPIs

0.7% p.a.

Inflation-linked returns

onaportfoliobasis

(31 December 2024: 0.7%)

2.5%

Annual dividend increase achieved

(31 December 2024: 3.0%)

INFLATION-LINKAGE

Inflation, particularly in the UK, remains above central bank target levels, although it has

been moderating and is expected to continue to trend downwards over the medium-term

in line with other developed markets. In an environment where investors are focused on

achieving long-term real rates of return on their investments, inflation protection remains an

important consideration for the Company. At 31 December 2025, 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 2024: 0.7%).

DIVIDEND GROWTH

The Company is pleased to have been recognised as a ‘Next Generation Dividend Hero’

by the AIC having delivered annual dividend growth of at least 2.5% since inception in 2006.

The Board is forecasting to continue its long-term projected annual dividend growth rate

of c.2.5% such that the 2026 and 2027 annual dividend targets are 8.79p per share and

9.01p 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

25 years.

As previously reported, during the year, the Company increased 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 of 2.14p per share was paid on 15 September 2025,

followed by a second interim payment of 2.14p per share paid on 15 December 2025 and a

third interim payment of 2.15p per share paid on 16 March 2026. The final payment of 2.15p

per share is expected to be paid on 8 June 2026.

International Public Partnerships Limited

Annual Report and financial statements 2025

INPP DIVIDEND GROWTH

Pence per share

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2024

2027

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

9.01

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. Correlation with the FTSE All Share Index

increased to 0.5 over the 12 months to 31 December 2025 (31 December 2024: 0.4). Government bond yields, particularly in the UK,

rose sharply through the middle of the year before retracing in the weeks leading up to the UK Budget. Following the Budget, yields have

stabilised but remain sensitive to shifts in policy expectations and incoming macroeconomic data. Higher yields over the last three years have

placed downward pressure on share prices across the listed investment trust sector, contributing to the Company’s shares continuing to

trade at a discount to NAV during the year. Notwithstanding this backdrop, the Company’s share price continued to recover over the course

of the year, contributing to a narrowing of the discount to NAV and reflecting the positive impact of the active steps taken by the Board and

the Investment Adviser, alongside improving investor sentiment towards the Company and the sector.

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 a narrowing of the discount and to restore value for shareholders. The need for, and scope of, such

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

our approach. Our actions to date have been guided by the Company’s published capital allocation policy which the Board believes will

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 04 to 07.

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 25

Jun 25

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 2025

STRATEGIC REPORToverview

2,000

2,10 0

2,200

2,300

2,400

2,500

2,600

2,700

2,800

(£ million)

2,716.6

(77.0)

0.9pps

+ impact

144.7pps

151.5pps

61.9

3.4pps

+ impact

198.0

10.9pps

+ impact

2,746.6

(35.3)

1.9pps

– impact

22.4

1.2pps

+ impact

(156.3)

8.6pps

– impact

16.3

0.9pps

+ impact

Buyback

NAV at

31 December

2024

Change in

Government

Bond Yields

Change in

Investment

Risk Premia

Cash distribution

to INPP

Shareholders

Change in

Foreign

Exchange

Rates

Change in

Macroeconomic

Assumptions

NAV

Return

NAV at

31 December

2025

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 CONTINUED

The Company continued and

further expanded its share

buy back programme through

the year. While there was a

negative impact of £77.0m

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 unchanged

with the exception of a modest

adjustment to the UK CPIH

incorporated as part of the June

2025 update. Further details of these

changes can be seen on page 49

and in aggregate these had a positive

£61.9m impact on the NAV.

Over the year, Sterling

weakened against the Euro,

Australian Dollar and Danish

Krone, while strengthening

against the Company’s other

foreign currency exposures.

After accounting for changes

in the value of forward foreign

exchange contracts, the net

impact on the NAV was a

positive £16.3m uplift.

The yields on the government bonds

used as part of the valuation process

increased from the last reported period,

resulting in a £35.3m 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 £198.0m 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 largely 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 4.19p

per share was paid to the Company’s

shareholders during the period, in

relation to the six-month period ending

31 December 2024. Two further interim

dividends of 2.14p per share were paid in

September and December 2025.

International Public Partnerships Limited

Annual Report and financial statements 2025

2,10 0

2,200

2,300

2,400

2,500

2,600

2,700

INVESTMENTS AT FAIR VALUE MOVEMENTS

(£ million)

Investment

Distributions

Investments Divestments Portfolio

Return

Rebased

Investments

at Fair Value

Investments at

Fair Value at

31 December

2024

Investments at

Fair Value at

31 December

2025

Change in

Discount

Rates

Change in

FX Rates

Change in

Macroeconomic

Assumptions

2,593.1

47.3

(87.4)

(210.3)

2,342.7

239.2

(12.9)

2,641.6

10.7

61.9

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 £47.3m due

to new investments made

during the year. There were

divestments of £87.4m

during the same period as

the Company continues

with its active investment

recycling programme to fund

investments and the ongoing

share buyback programme.

Over the year, Sterling weakened

against the Euro, Australian Dollar and

Danish Krone, while strengthening

against the Company’s other foreign

currency exposures.

The rebased investments at fair value

of £2,342.7m 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 £239.2m

reflects the performance of the

underlying investment portfolio over

the period and is broadly comparable

to the NAV Return (set out in detail

on page 46). However, it excludes

fund-level operating costs and

portfolio working capital movements

and is also impacted by the timing

of investments and disposals during

the year.

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 incorporated as part of the June 2025

update. Further details of these changes can be seen on page 49 and

in aggregate these had a positive £61.9m impact on the NAV.

A decrease of £210.3m due to

distributions paid out from the portfolio

during the year.

A reduction of £12.9m 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 2025

STRATEGIC REPORToverview

OPERATING REVIEW continUeD

inveStor retUrnS CONTINUED

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 chart reflects the Company’s funded equity interest in Sizewell C as at 31 December 2025 and does not incorporate the full

commitment of capital or the future investment receipts expected to arise from that commitment over time.

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 factors held constant. The impact of the Board’s

active capital recycling programme is also evident within the chart. While the Company’s current funded equity interest in Sizewell C remains

modest relative to the overall commitment at this stage, the projected NAV profile reflects the initial benefit of redeploying capital into this

opportunity. As the remaining committed capital is drawn over the coming years, the contribution from Sizewell C is expected to increase

and to support a further uplift in the projected NAV trajectory, reinforcing the Company’s long-term inflation-linked return profile.

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 an 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.

100

150

200

250

300

350

400

450

Investment Receipts (£m) NAV (£m)

PROJECTED INVESTMENT RECEIPTS AND NAV¹

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

2056

2055

2040

PPP Projected NAV Operating Regulated

500

1,000

1,500

2,000

2,500

3,000

1 This chart covers the period to 2056 only. The projected cash flows are based on the portfolio as at 31 December 2025, 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 2025 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.

International Public Partnerships Limited

Annual Report and financial statements 2025

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 an ongoing basis. Over the period from December 2024 to December 2025,

updates to assumptions primarily reflect refinements to near-term inflation profiles across the Company’s core geographies, informed by

updated market data.

The most significant change during the year was a 25 basis point increase to the long-term UK CPIH assumption, implemented as part of

the June 2025 valuation process. This adjustment reflected the Company’s assessment that long-term UK inflation expectations had shifted

structurally higher, supported by market indicators and broader macroeconomic developments. No further changes to long-term inflation

assumptions were made in the second half of the year.

Long-term deposit rate and tax assumptions are unchanged from those applied at December 2024 and continue to reflect prevailing market

conditions and jurisdiction-specific frameworks, with the exception of the UK long-term deposit rate which has increased from 2.50% to

2.75%. Additionally, foreign exchange rates have been updated to reflect spot rates as at 31 December 2025.

Macroeconomic assumptions 31 December 2025 31 December 2024

Inflation rates UK RPI: 3.50% until Dec 2027

2.75% thereafter

CPIH: 3.00% until Dec 2026

2.75% until Dec 2027

2.5% thereafter

RPI: 3.25% until Dec 2025

3.00% until Dec 2026

2.75% thereafter

CPIH: 2.25%

Australia 3.00% until Dec 2026

2.50% thereafter

2.75% until Dec 2025

2.50% thereafter

New Zealand 2.15% until Dec 2026

2.25% thereafter

2.25%

Europe 2.25% until Dec 2026

2.00% thereafter

2.25% until Dec 2026,

2.00% thereafter

Canada 2.10% until Dec 2026,

2.00% thereafter

2.25% until Dec 2025,

2.00% thereafter

N/A N/A

Long-term deposit rates

UK 2.75% 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 2.01 2.02

GBP/NZD 2.33 2.23

GBP/DKK 8.56 9.00

GBP/EUR 1.15 1.21

GBP/CAD 1.84 1.80

GBP/USD 1.35 1.25

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 2025

STRATEGIC REPORToverview

OPERATING REVIEW continUeD

inveStor retUrnS CONTINUED

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.

Long-term demand for high quality infrastructure assets remains strong, supported by continued interest in core contracted and regulated

assets and reflected in the gradual recovery in the Company’s share price over the year.

Over the year to 31 December 2025, the weighted average discount rate increased marginally from 9.0% to 9.1%. This movement was

driven primarily by the risk free rate, with the weighted average government bond yield increasing by 0.2% to 4.6%, reflecting the elevated

level of yields, particularly in long dated UK gilts. Capital recycling also influenced the portfolio mix, with proceeds redeployed from lower

returning assets into higher returning opportunities, although there has been no marked change in the overall risk profile of the portfolio.

The weighted average risk premium reduced modestly by 0.1% to 4.5%, with risk premiums remaining broadly consistent with those

applied at December 2024. INPP’s discount rates are informed by observable pricing evidence, and the Company believes this approach

appropriately reflects the realisable value of the portfolio, supported by its track record of achieving disposals at or above carrying value.

The Company’s approach to setting investment-specific risk premiums continues to be informed by its asset recycling activity and

observable market pricing. Transaction volumes remain below longer-term averages, but activity is beginning to pick up, and the Company

continues to participate actively where appropriate. Recent pricing evidence reinforces the Company’s disciplined and market-informed

approach to valuation and supports the appropriateness of the discount rates applied as at 31 December 2025.

For further information on the actions the Company is taking, please see the Chair’s Letter on pages 04 to 07.

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

31 December

2025

31 December

2024 Movement

Weighted average government bond yield 4.6% 4.4% 0.2%

Weighted average risk premium 4.5% 4.6% - 0.1%

Weighted average discount rate 9.1% 9.0% 0.1%

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 2025 31 December 2024

PPPs

8.0% – 10.0% 8.0% – 10.0%

Regulated investments 9.0% – 12.0% 9.0% – 10.5%

Operating businesses 9.0% – 15.0% 9.0% – 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.

International Public Partnerships Limited

Annual Report and financial statements 2025

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 2024: 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 2.50% 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

25 March 2026 25 March 2026

ESTIMATED IMPACT OF CHANGES IN KEY VARIABLES TO 31 DECEMBER 2025 BASED ON NAV OF 151.5 PENCE PER SHARE

-18.0 -12.0 -6.0

Pence per share

0.0 6.0 12.0 18.0

-13.4

15.9

-10.5

11.4

-4.2

4.2

-1.5

1.1

-1.1

0.8

-0.9

0.9

Lifecycle +/-10%

Tax rates +/-1%

Deposit rates +/-1%

Foreign exchange +/-10%

Inflation +/-1%

Discount rates +/-1%

+ Change - Change

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

STRATEGIC REPORToverview

RESPONSIBLE INVESTMENT

reSponSiBle inveStment

MESSAGE FROM THE ESG

COMMITTEE CHAIR

As Chair of the Company’s ESG

Committee, I am pleased to report

the Company’s continued positive

sustainability-related performance

during the year.

Throughout the year, we have

continued to embed ESG

considerations across investment

decisions, asset management and

stakeholder engagement, ensuring

that sustainability remains integral

to the Company’s strategy and

long-term resilience. The Board

recognises the many ways the

Company’s assets, and the ways

they operate, improve lives for

the communities served. We are

pleased to play our part what is

a multistakeholder effort to keep

communities educated, safe,

healthy and connected.

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:

SIZEWELL C

The Company’s investment into Sizewell

C has been a highlight from an ESG

perspective, given its positive environmental

and social characteristics and our purpose

to invest responsibly in public infrastructure

that delivers long-term benefits to

stakeholders. The expected c.3.2GW of

reliable baseload low-carbon electricity that

Sizewell C will produce will play a critical

role in decarbonising the UK’s electricity

supply as well as strengthening national

energy security and supporting c.8,000

direct jobs at peak construction. Further

information can be found in the Case Study

on pages 24 to 25.

The Investment Adviser undertook ESG

due diligence to assess the ESG risks

and opportunities of the construction

and operation of Sizewell C against the

Company’s ESG Policy and approach

to responsible investment. This included

review of the extensive mitigation measures

put in place, from the targeted 19%

net increase in biodiversity through the

construction phase to the rigorous climate

risk assessment and resilience plan put in

place by Sizewell C.

Ongoing ESG performance during the

construction stage will be monitored

through INPP’s established data collection

and quantification processes and Sizewell C

is included in our ESG disclosures and KPIs

for the year.

MERIEL LENFESTEY

CHAIR, ESG COMMITTEE

International Public Partnerships Limited

Annual Report and financial statements 2025

CLIMATE RISK

During the year, the Investment Adviser

worked with catastrophe model providers

Moody’s RMS™ to refresh the Company’s

quantitative physical climate risk screening

across the portfolio. This included the

application of updated climate models and

hazard datasets, with increased location

granularity to improve the precision and

relevance of asset-level risk analysis. The

enhanced methodology enables a more

detailed assessment of exposure to key

physical climate hazards, including acute

and chronic risks, across different climate

scenarios and time horizons. The results

of the refreshed assessment continued to

demonstrate that, whilst the Company’s

investments are exposed to physical climate

hazards of varying types and severity, the

vast majority were assessed as extremely

low or very low risk. Where relevant risks

have been identified, the Investment Adviser

will continue to implement mitigation

measures as appropriate to ensure

continued operational resilience. In addition,

the Investment Adviser will put potential

investments through the physical climate

risk screening tool during the ESG Due

Diligence stage where possible.

NET ZERO

Making progress against the two net zero

KPIs continues to be a core focus of our

investment engagement activities. 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.

During the year, the Investment Adviser

worked with BeNEX to implement the

actions under the Net Zero Ready KPI and

to ensure alignment with NZIF wherever

possible. This initiative included the

development of a Net Zero Policy in support

of decarbonising rail transport in Germany

and the forecasting of its ToC GHG

emissions out to 2050. This engagement

is detailed in a case study in section 3.2 of

the Sustainability Report.

Through the Investment Adviser’s

engagement activities, the Company has

continued to make measurable progress

against its net zero KPIs, as set out in the

INPP ESG KPI section below and in section

4.4 of the Sustainability Report.

NEXT STEPS

As we take this work forward, we will

continue to place the interests of our

stakeholders at the centre of our decisions

and our approach to stewardship. I thank

the Investment Adviser for their continued

focus and commitment, and we look

forward to ongoing engagement with

shareholders in the year ahead.

MERIEL LENFESTEY

CHAIR, ESG COMMITTEE

25 March 2026

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

STRATEGIC REPORToverview

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 129 to 137 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.

1 PCAF (2025). The Global GHG

Accounting and Reporting Standard

Part A: Financed Emissions. Third

Edition.

2 Data coverage: 98% of portfolio based

on fair value as at 31 December 2025.

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.

The European Commission

is currently consulting on

significant proposed changes

to the regulation, and the

Company is monitoring these

developments in terms of

potential implications for its

classification and disclosures.

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

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

58 to 59 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

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 (https://www.internationalpublicpartnerships.com/responsible-

investment/approach/).

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’) and its

integration as part of the UK’s SRS. The Conduct Authority (‘FCA’) is currently consulting on whether the current TCFD-aligned listing rules

should be replaced by these standards, and the Company will review the outcomes of this consultation once concluded.

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.

RESPONSIBLE INVESTMENT continUeD

reSponSiBle inveStment CONT INUED

International Public Partnerships Limited

Annual Report and financial statements 2025

4 Quality Education 13%

3 Good Health and Well-Being 3%

6 Clean Water and Sanitation 16%

7 Affordable and Clean Energy 21%

11 Sustainable Cities and Communities 25%

9 Industry, Innovation and Infrastructure

18%

16 Peace, Justice and Strong Institutions 4%

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 2025.

>706,000

Patients treated in healthcare facilities

developed and managed by the Company

>183,000

Students attending schools developed and

maintained by the Company

9,670,000

tonnes of sewage diverted from the River

Thames into the London Tideway Tunnel

system during 2025

c.3,700,000

Estimated equivalent number of homes

capable of being powered by renewable

energy transmitted through our

OFTOinvestments

>14,000

Jobs supported across all investments

>244,700,000

Annual passenger journeys through rail

transport investments

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

STRATEGIC REPORToverview

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 identify and implement initiatives to drive performance in relation

to the Company’s KPIs. The two Pathway to Net Zero KPIs have been a particular focus, given the scale and complexity of transitioning to

net zero, with our initiatives leading to an 8% increase in performance against the Net Zero Ready KPI.

For the 2025 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.

ESG KPIs Target 31 December 2025

31 December 2024

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

2,3

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, 4

100% 94% 92%

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

2, 5

100% 36% 28%

5. Social

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

(‘H&S’) audit

100% 88% 89%

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% 66% 61%

6. Environmental performance

6.1 Investments with an environmental management system

100% 100% 100%

6.2 Investments with initiatives that aim to improve the environmental

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

100% 100% 100%

7. Climate risk

Investments with initiatives aimed at mitigating climate risks

100% 80% 81%

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% 90% 89%

SUSTAINABLE FINANCE DISCLOSURE REGULATION

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.

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 https://unglobalcompact.org/what-is-gc/mission/principles.

4 As of 31 December 2025, 31% 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.

5 As of 31 December 2025, 69% 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.

6 Applies to operating companies within the portfolio, including: Cadent, Tideway, BeNEX, OFTOs, Sizewell C, 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 2025, 59% of the portfolio is eligible and 52% is aligned with the EU

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

RESPONSIBLE INVESTMENT continUeD

reSponSiBle inveStment CONT INUED

International Public Partnerships Limited

Annual Report and financial statements 2025

SUSTAINABLE FINANCE DISCLOSURE REGULATION CONTINUED

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

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.

1 Sustainability indicators cover 98% 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.

Sustainability indicator Metric Unit

31 December

2025

31 December

2024

Investment

GHG

emissions

Scope 1 GHG emissions

tCO

e 31,476 33,389

Scope 2 GHG emissions

tCO

e 11,539 11,681

Scope 3 GHG emissions

tCO

e 61,678 29,193

Total GHG emissions

tCO

e 104,693 74,263

Carbon footprint

tCO

e/£m invested 44 38

GHG intensity of investee companies

tCO

e/£m revenue 247 211

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

% 96% 94%

Energy consumption intensity per high impact climate sector: electricity,

gas, steam and air conditioning supply

GWh/£m 0.49 0.49

Energy consumption intensity per high impact climate sector:

transportation and storage

GWh/£m 0.27 0.23

Energy consumption intensity per high impact climate sector: construction

GWh/£m 0.00005 0.007

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 0.08 0.13

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 % 22% 17%

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

expressed as a percentage of all board members % 17% 15%

Share of investments in investee companies involved in the manufacture

or selling of controversial weapons % 0% 0%

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

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, 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 2025

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.

Every climate-related risk identified through the screening process 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 climate-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 climate-related risk management is implemented through

the following risk control processes, which is integrated throughout the investment

lifecycle: 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 in-vestment 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 support 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 2025

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 below.

inveStorS

DELIVERING VALUE

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

inflation-linked returns. 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 can be seen in the

Chair’s Letter.

During the year, the Company continued its active engagement

with investors and engaged with c.400 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, other

Directors or 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

International Public Partnerships Limited

Annual Report and financial statements 2025

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

As dedicated investors in infrastructure,

we recognise the role that education

facilities play in improving the well-

being of communities. Across our

education projects, spaces are often

opened for wider community use,

creating social value and enabling

facilities to serve as local community

hubs. This can include providing

access to sports halls, pitches,

classrooms and assembly spaces can

be made available to local groups and

organisations outside of core hours.

Community uses across our education

facilities include community football

teams, exercises classes, youth clubs,

Scouts and festive events. Across the

Company’s education portfolio, this

amounts to tens of thousands of hours

of community access each year.

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 year, the Investment Adviser

has been engaging with its UK facilities

management partners with respect to

decarbonisation initiatives for its social

infrastructure investments. A focus

has been on the roll-out of rooftop

solar feasibility studies, following the

successful installation of a 250 kWp

roof-mounted solar photovoltaic

(‘PV’) array at Ryburn Valley School,

one of the Calderdale Schools, in the

previousyear.

Through this supply chain engagement,

the Investment Adviser has completed

50 solar feasibility studies during the

year, and it will continue to engage with

its parters towards further installations

across the portfolio.

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 Investment Adviser continues to be

a leading contributor to the NISTA Net

Zero working group aimed at developing

common approaches to hand-backs

and net zero for UK PFI buildings. The

Investment Adviser takes part in three

sub-working groups covering specific

areas such as variations, lifecycle

planning; and data quality.

Through its ESG data collection and

quantification process, the Investment

Adviser monitors the energy and

carbon for all of its PFI projects, and

during 2025 it continued to feed into

NISTA’s annual PFI-wide benchmarking

initiative. This initiative aims to

continuously enhance data quality to

enable decision making around energy

performance and decarbonisation

across the sector.

corporate governance Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

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

– 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 2025

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 75 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 2025

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 2025, the Company was invested in Cadent,

Tideway and 11 OFTOs, alongside the initial investment in

Sizewell C, 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 under a licence to distribute gas

in certain UK regions, with revenues set through five-yearly

price reviews. During the year, Ofgem published its RIIO-3 Final

Determination for the 2026–2031 price control, setting out

Cadent’s allowed revenues, investment allowances, obligations and

performance requirements. The determination was broadly in line

with the Company’s expectations. Further details are set out on

page 38.

Tideway is regulated by Ofwat, 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.

MACROECONOMIC ENVIRONMENT

Inflation rates above the Bank of England’s target rate of 2%, and

corresponding higher 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.

In the last two years, the Bank of England has lowered interest rates

but at a slower pace than many forecast. Whilst inflation in the UK

has stabilised, volatility still exists, and inflationary pressures remain

with the effects of both domestic and foreign policies extending the

possibility of further shocks.

Increased cash flows resulting from higher than forecast inflation and

greater interest earned from cash balances have played a mitigating

role in offsetting any potential 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.

INVESTOR SENTIMENT

The listed alternatives investment company sector has continued to

be impacted by the challenging macroeconomic environment. The

impact is not unique to the infrastructure sector.

Fundraising activity has reduced and 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 merger activity 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 04 to 07 on how the Company is responding

to the current market environment. The initiatives described in the

Chair’s Letter, have been designed by the Board to deliver both

short-term and longer-term value to investors, and so to enhance

investor sentiment.

CLIMATE CHANGE

Climate change remains a key focus of the Board, 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 52 in this Report and in the

Company’s latest Sustainability Report.

International Public Partnerships Limited

Annual Report and financial statements 2025

GEOPOLITICAL EVENTS

Economies worldwide continue to be affected by geopolitical

disturbances including, the war in Ukraine, the US claims over

Greenland and most recently the rising conflict with Iran. Global

trade policies continue to be re-written by the Trump Administration

amid the latest round of global tariffs. These events can cause

significant volatility for markets which could impact the Company.

In particular, the introduction of further tariffs, blocking of sea

trade routes and the disruption to oil and gas production have the

potential to affect supply chains and increase prices. The ongoing

military conflicts may result in contagion bringing about further

disruption and crises in the regions culminating in further division

amongst political and economic blocs. Security of infrastructure

assets can be compromised as seen with damage to the Nord

Stream pipelines in 2022, alongside multiple instances of damage

to undersea cables in the Baltic region during 2023-2025.

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 tariffs and 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.

SIZEWELL C

The Company is now actively investing in Sizewell C, representing

a major milestone in the strategy to support essential, large

scale energy infrastructure. While a project of this magnitude

naturally carries distinct technical and delivery complexities, these

are carefully balanced by a bespoke regulatory framework and

significant government backing. The investment is underpinned by

the Regulated Asset Base model, as formalised through the Nuclear

Energy (Financing) Act 2022, which provides for stable revenue

generation even during the construction phase. This structural

protection is further enhanced by a comprehensive Government

Support Package, providing a robust layer of insulation against

the most significant project variances. Our focus remains on the

active management of this asset, working in close partnership with

the Department for Energy Security and Net Zero to ensure the

project fulfils its critical role in the national energy mix while providing

resilient returns for our shareholders.

CYBER SECURITY

The cyber threat landscape remained dynamic during the year,

with heightened levels of disruption observed across a range of

sectors. The Company is exposed to cyber and information security

risks primarily through reliance on third-party service providers and

technology systems. The Company engages with key providers

on control assurance and maintains appropriate continuity and

escalation arrangements.

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.

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International Public Partnerships Limited

Annual Report and financial statements 2025

STRATEGIC REPORToverview

RISK ASSESSMENT

Aggregate risk assessment

Central operations

Regulation and compliance

Macroeconomic

Portfolio operations

Political

Lower Medium

ASSESSED RISK POSITION

Higher

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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 outlined overleaf.

International Public Partnerships Limited

Annual Report and financial statements 2025

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. Governments tend to be long-term supporters of infrastructure

and similar investments, recognising the risk of deterring future investment.

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

of penal retrospective legislation.

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, 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’, which includes 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, where

voluntary termination leads to a requirement to pay compensation, this is

likely to represent an unattractive immediate call on the public finances.

Nationalisation

Nationalisation of infrastructure assets has become

a topical agenda item with the announcement to

bring train operating companies under government

control, alongside speculation over the future of water

companies. Ongoing longer-term political policy

pressures 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 2025

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 continues to be 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 operational (with

testing complete) later this year. The construction period of the

Company’s investment in Sizewell C is expected to last until the

late 2030s. The investment benefits from a Government Support

Package limiting the impact of downside scenarios.

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 pre-determined

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

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

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International Public Partnerships Limited

Annual Report and financial statements 2025

2. ASSET PERFORMANCE continUeD

PORTFOLIO OPERATIONS

PORTFOLIO 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, at 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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Annual Report and financial statements 2025

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

International Public Partnerships Limited

Annual Report and financial statements 2025

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.

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.

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International Public Partnerships Limited

Annual Report and financial statements 2025

STRATEGIC REPORToverview

continUoUS riSK management CONTINUED

MACROECONOMIC continUeD

CONTINUOUS RISK MANAGEMENT continUeD

8. INTEREST RATES

DESCRIPTION MITIGATION

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 April 2028.

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.

International Public Partnerships Limited

Annual Report and financial statements 2025

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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Annual Report and financial statements 2025

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

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International Public Partnerships Limited

Annual Report and financial statements 2025

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 pages 89 to 91;

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 2031. 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 2025 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 April 2028,

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

25 March 2026 25 March 2026

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International Public Partnerships Limited

Annual Report and financial statements 2025

STRATEGIC REPORToverview

CORPORATE GOVERNANCE

Northfleet Technology College, Kent, UK

Photo credit: Bob Wheeler Photography

International Public Partnerships Limited

Annual Report and financial statements 2025

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 page 35 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 UK 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 42.

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 2025

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

Chair, Risk Sub-Committee

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 adviser, 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 DIRECTORSHIPS

– Impax Asset Management Group Plc

LISTED COMPANY DIRECTORSHIPS

– Giles holds no other listed

company positions

DATE OF APPOINTMENT:

1 September 2017

DATE OF APPOINTMENT:

1 September 2024

MIKE GERRARD

Board Chair

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 DIRECTORSHIPS

– Mike holds no other listed

company positions

DATE OF APPOINTMENT:

4 September 2018

International Public Partnerships Limited

Annual Report and financial statements 2025

STEPHANIE COXON

Chair, Audit and Risk Committee

SALLY-ANN DAVID

Chair, Nomination and Remuneration

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 DIRECTORSHIPS

– PPHE Hotel Group Limited

– Foresight Environmental

Infrastructure Limited

– The Association of Investment

Companies

DATE OF APPOINTMENT:

1 January 2022

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 DIRECTORSHIPS

– Sally-Ann holds no other listed

company positions

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.

1 For the purposes of this Report, only the listed company directorships are included. The Board has reviewed the composition, structure and diversity of the Board. The Board believes that all

Directors have the time available to discharge their duties effectively.

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 DIRECTORSHIPS

– Bluefield Solar Income Fund Limited

– Ikigai Ventures Limited

– Boku, Inc.

DATE OF APPOINTMENT:

10 January 2020

Audit and Risk Committee

ESG Committee

Risk Sub-Committee

MERIEL LENFESTEY

Senior Independent Director

Chair, ESG Committee

Management Engagement

Committee

Nomination and Remuneration

Committee

Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

overview CORPORATE GOVERNANCEStrategic report

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 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

DATE OF RETIREMENT:

3 June 2025

GILES FROST

Non-Independent Director

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.

BACKGROUND AND EXPERIENCE

A resident in the UK, Sarah has had

an extensive executive career advising

on finance and strategic issues in the

infrastructure and real estate sectors.

She is a former PwC corporate finance

partner (retired in 2003), and previously

held senior roles at DTZ (now Cushman &

Wakefield) and CBRE.

Sarah is a Fellow of the Institute of

Chartered Accountants in England and

Wales, and a member of the Council of

University College London.

LISTED COMPANY DIRECTORSHIPS

– BH Macro Limited

– TwentyFour Income Fund Limited

– Super Group Limited

LISTED COMPANY DIRECTORSHIPS

– Bellway PLC

– JPMorgan Global Growth & Income plc

– Regional REIT Limited

DATE OF APPOINTMENT:

1 January 2016

DATE OF RETIREMENT:

3 June 2025

DATE OF APPOINTMENT:

24 November 2025

JOHN LE POIDEVIN

Independent Director

SARAH WHITNEY

Non-Executive Director,

Chair designate

Audit and Risk Committee

ESG Committee

Risk Sub-Committee

Management Engagement

Committee

Nomination and Remuneration

Committee

BOARD OF DIRECTORS

continUeD

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.

1 For the purposes of this Report, only the listed company directorships are included. The Board has reviewed the composition, structure and diversity of the Board. The Board believes that all

Directors have the time available to discharge their duties effectively.

International Public Partnerships Limited

Annual Report and financial statements 2025

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 Association of Investment Companies (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. The AIC Code is available from the AIC

website (www.theaic.co.uk). The UK Code is available from the

Financial Reporting Council’s 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.

During the year, the Company adopted the 2024 AIC Code, which

became effective from 1 January 2025. The changes introduced

by the updated Code resulted in relatively limited amendments

to the Company’s governance framework, all of which have been

implemented. In addition, the Board has commenced work in

preparation for the new controls declaration that will be required

infuture reporting periods.

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 60 to 61 for more information.

MIKE GERRARD

CHAIR

Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

overview CORPORATE GOVERNANCEStrategic report

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 4 September 2025.

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.

BOARD OF DIRECTORS

The Board of Directors currently consists of seven independent

non-executive directors, whose biographies, on pages 78 to 80,

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.

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.

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. 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 2025 Annual General Meeting (‘AGM’), both John Le Poidevin

and Giles Frost retired from the Board.

At the forthcoming AGM, Mike Gerrard will not seek re-election and

will retire from the Board. Sarah Whitney will succeed Mike Gerrard

as Chair of the Board at the conclusion of the meeting.

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 2025, visited a number of the Company’s investments, which

facilitate education, offer safe and affordable travel, and deliver

leading health services and research.

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.

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

five female directors, making the gender balance 71% female and

29% male. Currently, four of the sub-committee Chair positions are

all held by female directors. In addition, post year end, the Company

was ranked third in the ‘FTSE 350’s Investment Trust Rankings 2025

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.

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 2025, 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

2025 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?”.

CORPORATE GOVERNANCE REPORT continUeD

International Public Partnerships Limited

Annual Report and financial statements 2025

Number

of Board

Members

Percentage

of the

Board

Number

of Senior

Positions

Male 2 29% 1

Female 5 71% 2

White British or other White

(includingwhite minority groups) 6 86% 3

Black African 1 14% –

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.

Given the inflationary landscape, increased time commitments

of the Directors and additional responsibilities placed on certain

Board members, the Nomination and Remuneration Committee has

decided that an externally led review of Board remuneration should

be undertaken during 2026. The recommendations of this review

will be taken into account by the Nomination and Remuneration

Committee in determining the fees that should apply as from

1 January 2026. In the meantime, the fees remain unchanged at

their 2025 levels.

Position

2026

Fee P.A.

2025

Fee P.A.

Board Chair 111,80 0 111,8 00

Director (Independent and

Non-Independent) 62,000 62,000

Audit and Risk Committee Chair

18,600 18,600

Senior Independent Director

5,000 5,000

Risk Sub-Committee Chair

5,000 5,000

Management Engagement

CommitteeChair

5,000 5,000

Nomination and Remuneration

Committee Chair

5,000 5,000

ESG Committee Chair

5,000 5,000

1 These are additional fees payable to Directors chairing a committee.

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

2025 Fees

2024 Fees

Mike Gerrard 111,8 0 0 106,500

Giles Adu 63,644 19,599

Julia Bond 67,000 63,395

Stephanie Coxon 80,600 70,650

Sally-Ann David 70,356 62,759

Meriel Lenfestey 69,884 63,705

Sarah Whitney

6,402 –

John Le Poidevin

28,498 70,540

Giles Frost

26,371 59,000

1 Sarah Whitney was appointed with effect from 24 November 2025.

2 John Le Poidevin retired from the Board on 3 June 2025.

3 The emoluments for Giles Frost are paid to his employer Amber Infrastructure Limited,

arelated company of the Company’s Investment Adviser. Giles retired from the Board

on3June 2025.

In addition to the director fees above, John Le Poidevin served as

director to three Luxembourg subsidiary entities of International

Public Partnerships for the first half of the year and was entitled to

£5,213 in total for the period. Giles Adu and Stephanie Coxon each

served as directors to the Luxembourg subsidiaries for the second

half of the year and were entitled to fees of £10,427 in total for the

year ended 31 December 2025. The Nomination and Remuneration

Committee maintained the fee per director at £3,475.50 per entity

for 2026. The Board will undertake a third-party review on the

existing fee arrangements.

DIRECTORS’ INTERESTS

Directors who held office at 31 December 2025 had the following

interests in the shares of the Company:

Director

31 December

2025

Number of

Ordinary

31 December

2024

Number of

Ordinary

Mike Gerrard 279,789 279,789

Giles Adu 25,000 –

Julia Bond 132,226 132,226

Stephanie Coxon 25,505 25,505

Sally-Ann David 30,303 30,303

Meriel Lenfestey 33,142 33,142

Sarah Whitney 75,000 –

John Le Poidevin

414,870 327, 8 9 8

Giles Frost

2,3

1,052,246 1,052,246

1 All shares are beneficially held.

2 John and Giles retired from the Board on 3 June 2025. Their holdings are as at the date

oftheir retirement from the Board.

3 Holds some shares through a personal investment company. Giles retired from the Board

on 3 June 2025.

Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

overview CORPORATE GOVERNANCEStrategic report

CORPORATE GOVERNANCE REPORT continUeD

COMMITTEES OF THE BOARD

The Board has established four 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

– Review investment and divestment proposals, including

ensuring that the proposals are properly prepared and that the

approval process has been followed

– Ensure the investment/divestment proposals are compliant

with the Company’s Investment Policy and strategy

– Ensure that investment/divestment proposals do not breach

Articles of Incorporation, Prospectus or other constitutional

documents

– Determine whether investment/divestment proposals are

appropriate for investment or divestment and then, assuming

the opportunity is approved, authorise the Investment Adviser

to enact the transaction

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

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

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

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 2025

AUDIT AND RISK COMMITTEE

The Audit and Risk Committee is comprised of the full Board,

with the exception of Mike Gerrard as Board Chair; however,

MikeGerrard routinely attends meetings of the Audit and Risk

Committee as an observer.

Stephanie Coxon is the Chair of the Audit and Risk Committee.

In September 2025, Giles Adu succeeded Sally-Ann David 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 89 to 91.

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 89 to 91. 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.

MANAGEMENT ENGAGEMENT COMMITTEE

The Management Engagement Committee is chaired by Julia Bond

and is comprised of the full Board. The duties of the Management

Engagement Committee in discharging its responsibilities are

outlined in the diagram on page 84.

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 elsewhere in this document, amendments to the IAA were

implemented that further aligned the Investment Advisor’s interests

with those of our shareholders.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is comprised of

the full Board and is chaired by Sally-Ann David. 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 pages 82 to 83. It also oversees the appointment and

reappointment of directors, taking into account the expertise and

diversity of the candidates and their independence (see page 84

formore detail on the Committee).

For the recruitment process for the Chair designate role,

the Nomination and Remuneration Committee developed a

thorough role specification with the assistance of external search

firm, Conforth Consulting, 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 Sarah Whitney 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 Code, the Company undertakes an

externally facilitated evaluation every three years. The Company’s

most recent external evaluation was conducted in 2023.

In 2025, the Board undertook an internal evaluation coordinated 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 succession planning and

Boardculture.

ESG COMMITTEE

The ESG Committee is comprised of the full Board and is chaired

by Meriel Lenfestey. The 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.

Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

overview CORPORATE GOVERNANCEStrategic report

CORPORATE GOVERNANCE REPORT continUeD

BOARD AND COMMITTEE MEETING ATTENDANCE

The full Board schedules to 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, three ad-hoc

Board meetings and four Board Committee meetings

took place to finalise matters that had been approved in principle at full meetings

ofthe Board.

Directors Board

Board

Committee

Audit and Risk

Committee

ESG

Committee

Management

Engagement

Committee

Nomination and

Remuneration

Committee

Maximum number 7 4 7 2 3 10

Mike Gerrard

7 3 6 2 3 8

Giles Adu 7 4 7 1 3 10

Julia Bond 6

2 7 2 3 10

Stephanie Coxon

7 4 7 2 2 3

Sally-Ann David 7 3 6 2 3 9

Meriel Lenfestey 6

4 7 2 3 10

John Le Poidevin

3 1 3 1 2 2

Giles Frost

5,6

2 0 0 0 0 0

Sarah Whitney

1 0 1 0 1 1

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 Stephanie Coxon was absent from the ad-hoc Nomination and Remuneration Committee meetings due to the nature of the discussions.

4 John Le Poidevin resigned from the Board with effect from 3 June 2025, at which three Board meetings, four Audit and Risk Committee meetings, one ESG Committee meeting, two

Management Engagement Committee meetings and two Nomination and Remuneration meetings subsequently took place.

5 Giles Frost resigned from the Board with effect from 3 June 2025, at which three Board meetings had subsequently taken place.

6 Giles Frost is not a member of the Audit and Risk Committee, Management Engagement Committee, or Nomination and Remuneration 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.

7 Sarah Whitney was appointed with effect from 24 November 2025, at which point there had been six Board meetings, six Audit and Risk Committee meetings, two ESG Committee

meetings, two Management Engagement Committee meetings and nine Nomination and Remuneration Committee meetings.

8 The Board meeting that Julia Bond and Meriel Lenfestey did not attend was an ad-hoc meeting arranged at shorter notice, rather than a scheduled quarterly meeting.

The Board has reviewed the composition, structure and diversity

of the Board. The Board believes that all Directors have the time

available to discharge their duties effectively, and that while a

number of the independent Directors sit on the boards of other

listed companies, these individuals are exclusively non-executive

directors. 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 82 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

GFSC, 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 2025

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 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 are 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 includes a provision to ensure that the amount of the base

fee payable under the new fee arrangement cannot exceed the

amount payable under the prior arrangements.

The Investment Adviser continues 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

existing 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 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 19 year track record of developing long term

pipelines of investment opportunities for the Company.

Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

overview CORPORATE GOVERNANCEStrategic report

CORPORATE GOVERNANCE REPORT continUeD

INVESTMENT APPROVAL PROCESS

As outlined above, the Board makes 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.

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 detailed procedures, including a capital allocation

policy 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 is

wholly comprised 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.

The acquisition of all assets, including those from any associate

of the Investment Adviser is considered and approved in advance

by the Board. In considering any such acquisition, the Board 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 Board 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 62 to 75.

For further information on the Company’s approach to

Modern Slavery, please see the website: https://www.

internationalpublicpartnerships.com/media/szzf3shy/inpp-anti-

slavery-and-human-trafficking-policy-2025.pdf

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.

We have continued to enhance our disclosures in response to investor

feedback, providing greater transparency on portfolio cash flows,

asset-level performance metrics, and the key drivers of value across

our top holdings. These improvements are intended to support

investor understanding while maintaining appropriate confidentiality

around commercially sensitive information. In addition, the Board

has maintained a proactive approach to marketing and shareholder

engagement initiatives, with a focus on attracting new sources of

capital through enhanced media and marketing initiatives, while further

strengthening relationships with our existing shareholder base.

During the year, the Company held its Results Presentations online,

and saw an increase in day-to-day investor relations activities being

held in person. During 2025, the Investment Adviser and members

of the Board engaged with c.400 shareholders, through meetings

or webinars. 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.

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

25 March 2026

International Public Partnerships Limited

Annual Report and financial statements 2025

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. 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. 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 78 to 80.

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;

– Oversaw the initial implementation of a reportable controls

framework to support future compliance with Provision 29 of the

UK Code;

– 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);

– 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 AND RISK COMMITTEE

Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

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

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. Following publication of the revised UK Corporate

Governance Code, the Committee has commenced planning to

address the enhanced internal control requirements set out in

Provision 29. During the year, a number ofdetailed discussions

were held with the Investment Adviser and the external auditor to

determine the appropriate approach to achieving compliance when

the Provision becomes effective on 1January2026.

The Committee has satisfied itself that appropriate steps are being

taken to prepare for compliance with Provision 29 and that the

developing framework is robust, well documented and capable of

supporting the Committee’s future assessment of the effectiveness

of the Company’s internal controls.

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 2025 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.

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 2025

During the year, the Company’s non-audit services policy was

updated to reflect the amendments introduced by the 2024 FRC

Ethical Standard. 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 confirmed to the Committee that they have complied with

relevant ethical requirements regarding independence, and reported

all relationships and other matters that may reasonably be thought

to bear on their independence, together with any related safeguards.

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 2025. 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 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 2025 was the fifth

year for John Luff, the current lead audit partner. The Committee

and Amber have both been actively engaged with the auditor during

the process of partner rotation to ensure a smooth process and an

appropriate outcome for the Company’s audit.

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 62.

Viability assessment

The Committee carried out a robust assessment of the principal

and emerging risks facing the Company with a view to identify 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 75.

Controls review

As part of the Company’s ongoing cycle of annual controls reviews,

during the year the independent external review of the Company’s

controls framework in relation to ESG data collection was finalised.

The review concluded that the controls in place are suitably

designed and effective in the management of ESG data collection,

quantification and disclosure. Topics for the next controls review

cycle were considered, with the next review expected to be carried

out over the coming year.

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 52, and in the review

ofprincipal and emerging risks, from page 62.

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, 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 2026

As well as the matters mentioned above, the Committee 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

25 March 2026

Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

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 2025.

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 are listed

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 77 to 93.

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 2025, 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

Rathbones

Investment Mgt 11.37 206,187,285 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. The Company recently reported an increase to the

buyback programme of up to £225m, to run until 31 March 2027.

As at 31 December 2025, £120.6m worth of shares had been

bought back. 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 2026. The Company will seek to renew such authority

at the AGM to take place on 3 June 2026. 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 04 to 07. The financial position, cash flows, liquidity position

and borrowing of the Company and Group are described in the

financial statements from page 100.

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

25 March 2026 25 March 2026

International Public Partnerships Limited

Annual Report and financial statements 2025

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

25 March 2026 25 March 2026

Financial StatementS

International Public Partnerships Limited

Annual Report and financial statements 2025

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 2025, 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 2025;

– 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, which includes those required by the Crown Dependencies’ Audit Rules and Guidance. We have also 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: £68.7million (2024: £67.9million) based on 2.5% of Equity attributable to equity holders of the parent (i.e. net

asset value).

– Performance materiality: £51.5million (2024: £50.9million).

International Public Partnerships Limited

Annual Report and financial statements 2025

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 £100.3

million and dividend

income of £101.9 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 from interest income 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 supporting 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 in respect of this key audit matter.

International Public Partnerships Limited

Annual Report and financial statements 2025

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 (‘investments’)

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 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 valuation, with the support of our valuation experts and 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.

– We obtained the overall fair value reconciliation of opening to closing fair value from Amber 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 investment 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 66% 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 reviewed the

sensitivity analysis of key assumptions performed by Amber and checked the reasonableness of the

overall valuation of these assets with reference to comparable market transactions and our experts’

market knowledge.

– 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 investment portfolio, as

detailed above, we performed a risk-based year on year variance analysis to identify, and investigate, any

unusual movements within the remaining 34% 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 in respect of this key audit matter.

HOW WE TAILORED THE AUDIT SCOPE

We tailored the scope of our audit in order to perform sufficient work to enable us to provide 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 2025

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 £68.7 million (2024: £67.9 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% (2024: 75%) of overall materiality, amounting to £51.5 million (2024: £50.9 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 (2024: £3.4 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 2025

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.

– Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or

business units within the group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the

direction, supervision and review of the audit work performed for purposes 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 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 2025

CORPORATE GOVERNANCE STATEMENT

The UK 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 AIC Corporate Governance Code (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 UK 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 sections 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 UK 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

25 March 2026

International Public Partnerships Limited

Annual Report and financial statements 2025

overview Strategic report FINANCIAL STATEMENTScorporate governance

		Year ended	Year ended
		31 December 2025	31 December 2024
	Notes	£’000s	£’000s
Interest income	4	1 00,290	1 0 8 , 6 17
Dividend income	4	10 1, 8 51	9 3, 424
Net change in investments at fair value through profit or loss	4	9 5, 2 47	(16 4 , 8 5 2)
Total investment income		2 9 7, 3 8 8	3 7,1 8 9
Other operating income	5	1, 913	2,4 3 8
Total income		299, 3 0 1	3 9,627
Management costs	17	(2 7, 7 3 1)	(3 0,7 0 6)
Administrative costs		(3 , 3 61)	(2,3 6 6)
Transaction costs	6	(605)	(1, 6 12)
Directors’ fees		(545)	(510)
Total expenses		(32,242)	(3 5 ,1 9 4)
Profit before finance costs and tax		2 6 7, 0 5 9	4,43 3
Finance costs	8	(3,20 5)	(3 ,9 52)
Profit before tax		2 63,854	4 81
Tax charge	9	(15 0)	(16)
Profit for the year		263, 704	465
Earnings per share
Basic and diluted (pence)	10	14 . 2 8	0.02

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 (31 December 2024: nil). The profit for the year represents the

TotalComprehensive Income for the year.

The notes on pages 104 to 123 form an integral part of these financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

YEAR ENDED 31 DECEMBER 2025

100

International Public Partnerships Limited

Annual Report and financial statements 2025

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

YEAR ENDED 31 DECEMBER 2025

		Share capital and	Other distributable	Retained
		share premium	reserve	earnings	Total
	Notes	£’000s	£’000s	£’000s	£’000s
Balance at 1 January 2025		2,23 1 ,27 6	13 9 , 3 51	345,99 7	2 ,716 , 62 4
Profit for the year and total
comprehensive income		–	–	263, 704	263, 704
Acquisition of treasury shares	15	–	(7 7, 4 3 3)	–	( 7 7, 4 3 3)
Dividends in the year	15	–	–	(1 56,254)	(156,254)
Balance at 31 December 2025		2,23 1 ,27 6	61, 9 18	4 5 3, 4 47	2 ,74 6 , 6 41

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 ,231 ,27 6	182 , 4 81	5 02, 3 81	2 , 9 1 6 ,1 3 8
Profit for the year and total
comprehensive income		–	–	465	465
Acquisition of treasury shares	15	–	( 4 3 ,1 3 0)	–	( 4 3 ,1 3 0 )
Dividends in the period	15	–	–	(1 56,849)	(1 56,849)
Balance at 31 December 2024		2 ,23 1 ,27 6	13 9 , 3 51	3 4 5,9 97	2,716, 6 24

The notes on pages 104 to 123 form an integral part of these financial statements.

101

International Public Partnerships Limited

Annual Report and financial statements 2025

overview Strategic report FINANCIAL STATEMENTScorporate governance

		31 December 2025	31 December 2024
	Notes	£’000s	£’000s
Non-current assets
Investments at fair value through profit or loss	11	2 , 6 41, 5 8 2	2,593,056
Total non-current assets		2 , 6 41, 5 8 2	2,593,056
Current assets
Cash and cash equivalents	11	5 4,522	76 , 4 51
Trade and other receivables	11, 13	5 7, 9 2 8	5 5 , 810
Derivative financial instruments	11	2,05 3	3,229
Total current assets		114 , 5 0 3	13 5, 4 9 0
Total assets		2 ,75 6 ,0 8 5	2 ,72 8, 5 4 6
Current liabilities
Trade and other payables	11, 14	9, 444	11 , 9 2 2
Total liabilities		9, 444	11 , 9 2 2
Net assets		2 ,74 6 , 6 4 1	2,716, 6 24
Equity
Share capital and share premium	15	2,23 1 ,27 6	2 ,231 ,27 6
Other distributable reserve	15	6 1, 918	13 9 , 3 51
Retained earnings	15	4 5 3 ,4 47	3 45, 9 97
Equity attributable to equity holders of the parent		2 ,74 6 , 6 4 1	2,716, 6 24
Net assets per share (p per share)	16	151. 5	14 4 . 7

The notes on pages 104 to 123 form an integral part of these financial statements.

The financial statements were approved by the Board of Directors on 25 March 2026.

They were signed on its behalf by:

MIKE GERRARD STEPHANIE COXON

CHAIR DIRECTOR

25 March 2026 25 March 2026

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2025

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CONSOLIDATED CASH FLOW STATEMENT

YEAR ENDED 31 DECEMBER 2025

		Year ended	Year ended
		31 December 2025	31 December 2024
	Notes	£’000s	£’000s
Operating activities
Profit before tax in the Consolidated Statement of Comprehensive Income 1		263,854	4 81
Adjusted for:
Net change in investments at fair value through profit or loss	4	(95,24 7)	16 4 , 8 5 2
Finance costs 2	8	3,205	3,952
Fair value movement on derivative financial instruments	5, 11	1 ,17 6	(1,805)
(Increase) in receivables		(47 9)	(12 , 0 15)
(Decrease) in payables		(2 ,977)	(9 45)
Capitalisation of interest		( 7, 9 6 7)	(13 , 478)
Income tax paid 3		(14 9)	(65)
Net cash inflow from operations 4		161,416	14 0 , 9 7 7
Investing activities
Acquisition of investments at fair value through profit or loss	12	(4 7, 3 3 4)	(1 0 7, 7 6 7 )
Net repayments from investments at fair value through profit or loss		102,022	18 2, 3 9 6
Working capital advanced		–	(15 6)
Net cash inflow from investing activities		54 ,688	74 , 4 7 3
Financing activities
Dividends paid	15	(1 56,254)	(1 56,849)
Acquisition of treasury shares		(76,933)	(4 2,8 8 9)
Finance costs paid 2		(4 , 3 5 1)	(3 ,1 9 2)
Loan drawdowns 2		–	–
Loan repayments 2		–	(65 ,000)
Net cash outflow from financing activities		( 2 3 7, 5 3 8 )	( 2 6 7, 9 3 0 )
Net decrease in cash and cash equivalents		(21,434)	(52,4 8 0)
Cash and cash equivalents at beginning of year		76 , 4 51	12 8 , 5 6 1
Effects of changes in foreign currency exchange rates on cash and cash equivalents		(4 95)	370
Cash and cash equivalents at end of year		54,52 2	7 6 , 4 51

The notes on pages 104 to 123 form an integral part of these financial statements.

1 Includes interest received of £91 .8m (December 2024: £82.6m) and dividends received of £101 .9m (December 2024: £93.4m).

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 42 to 43.

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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 £54.5m as

at 31 December 2025. The Company continues to fully cover operating costs and distributions from underlying cash flows from investments.

The Company has access to a CDF of £300m, which includes a flexible ‘accordion’ component of £50m. At the date of this Report, the CDF

remains undrawn with £249.7m committed by letters of credit. A £20m portion of the facility is available to be utilised for working capital

purposes. The facility is available until April 2028 and is forecast to continue in full compliance with the associated banking covenants.

The facility is available for investment in new and existing assets.

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 2025.

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 2025

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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 2025
		Europe	North	Australia &
	UK & CI	(excl. UK)	America	New Zealand	Total
	£’000s	£’000s	£’000s	£’000s	£’000s
Segmental results
Dividend and interest income	154,221	17,430	10,283	20,207	202,141
Fair value gain / (loss) on investments	36,714	57,497	(8,310)	9,346	95,247
Total investment income	190,935	74,927	1,973	29,553	297, 38 8
Reporting segment (loss) /profit 1	156,963	75,743	1,457	29,541	263,704

			31 December 2025
		Europe	North	Australia &
	UK & CI	(excl. UK)	America	New Zealand	Total
	£’000s	£’000s	£’000s	£’000s	£’000s
Segmental financial position
Investments at fair value	1,879,13 9	397,342	96,808	268,293	2,641,582
Current assets	114,503	–	–	–	114,503
Total assets	1,993,642	397,342	96,808	268,293	2,756,085
Total liabilities	(9,444)	–	–	–	(9,444)
Net assets	1,984,198	397, 3 42	96,808	268,293	2,746,641

			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 gain / (loss) on investments	(137,3 2 6)	10,025	(8,788)	(28,763)	(164,852)
Total investment income / (loss)	21,263	21,223	884	(6,181)	37,18 9
Reporting segment profit / (loss) 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	3 47,60 0	106,305	256,853	2,593,056
Current assets	135,490	–	–	–	135,490
Total assets	2,017,78 8	3 47,6 0 0	106,305	256,853	2,728,546
Total liabilities	(11,922)	–	–	–	(11,9 22)
Net assets	2,005,866	347, 6 0 0	106,305	256,853	2,716,624

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

£39.3m (2024: £25.0m).

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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 2025	31 December 2024
	£’000s	£’000s
Interest income
Interest on investments at fair value through profit or loss	97, 215	104,636
Interest on financial assets at amortised cost	3,075	3,981
Total interest income	100,290	108,617
Dividend income	101,851	93,424
Net change in investments at fair value through profit or loss	95,247	(164,852)
Total investment income	297,388	37,189

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 2025	31 December 2024
	£’000s	£’000s
Fair value movement on foreign exchange contracts	(1,176)	1,805
Other gains on foreign exchange movements	2,320	2,105
Other income / (expense)	769	(1,472)
Total other operating income	1,913	2,438

6. TRANSACTION COSTS

	Year ended	Year ended
	31 December 2025	31 December 2024
	£’000s	£’000s
Investment advisory costs	605	1,498
Other transaction costs	–	114
Total transaction costs	605	1,612

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 2025 continUeD

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7. AUDITOR’S REMUNERATION

		Year ended	Year ended
		31 December 2025	31 December 2024
		£’000s	£’000s
Fees payable to the Group’s auditor (PwC CI LLP) for the audit of the Group’s
financial statements		678	658
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	25	28
–	The audit of the Group’s unconsolidated subsidiaries	260	262
Total audit fees		963	948
Other fees
–	Interim review	90	88
Total non-audit fees		90	88

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 £3.2m (December 2024: £4.0m). The Group has a CDF with £300m available on a fully committed

basis, this includes a flexible ‘accordion’ component of £50m. The interest rate margin on the CDF in the year was 170 basis points over

SONIA. The current banking group for the facility consists of National Australia Bank, the Royal Bank of Scotland International, ING Bank

Internationale Nederlanden Groep and Barclays Bank. As at December 2025 the facility was undrawn (December 2024: undrawn), with

£249.7m committed under letter of credit (December 2024: £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.£50.3m (December 2024: £236.5m).

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 2025	31 December 2024
	£’000s	£’000s
Current tax:
Other overseas tax – current year	150	16
Tax charge for the year	150	16

	Year ended	Year ended
	31 December 2025	31 December 2024
Reconciliation of effective tax rate:	£’000s	£’000s
Profit before tax	263,854	481
Exempt tax status in Guernsey	–	–
Application of overseas tax rates	150	16
Tax charge for the year	150	16

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.

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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 2025	31 December 2024
	£’000s	£’000s
Earnings for the purposes of basic and diluted earnings per share
being net profit attributable to equity holders of the parent	263,704	465

	Number	Number
Weighted average number of Ordinary Shares for the purposes
of basic and diluted earnings per share	1,846,136,739	1,898,454,198
Basic and diluted (pence)	14.28	0.02

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 2025	31 December 2024
	£’000s	£’000s
Investments at fair value through profit and loss	2,641,582	2,593,056
Financial assets at amortised cost
Cash and cash equivalents	54,522	76,451
Trade and other receivables	57,92 8	55,810
Derivative financial instruments at fair value through profit or loss
Foreign exchange contracts	2,053	3,229
Total financial assets	2,756,085	2,728,546

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.

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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025 continUeD

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11. FINANCIAL INSTRUMENTS CONTINUED

11.1 FINANCIAL ASSETS CONTINUED

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 2025	31 December 2024
	£’000s	£’000s
Financial liabilities at amortised cost
Trade and other payables	9,444	11,922
Total financial liabilities	9,444	11,922

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 04 to 75). 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.

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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 2025	31 December 2024
	£’000s	£’000s
Cash
Euro	4,920	12,118
Canadian Dollar	944	326
Australian Dollar	770	1,394
New Zealand Dollar	39	2,263
US Dollar	2,312	3,146
Danish Krone	17	159
	9,002	19,406
Current receivables
Euro receivables	1,625	2,447
Danish Krone receivables	121	126
US Dollar receivables	–	36
	1,746	2,609
Investments at fair value through profit or loss
Euro	389,618	339,488
Danish Krone	8,885	8,112
Canadian Dollar	34,768	36,697
Australian Dollar	183,732	174,8 8 9
New Zealand Dollar	84,541	81,964
US Dollar	62,040	69,608
	763,584	710,758
Total	774,332	732,773

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 2025 continUeD

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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 a 31 December 2025, the Group’s only derivative financial instruments were currency forward contracts amounting to an asset

of £2.1m (December 2024: asset of £3.2m).

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 2025, the fair value of financial instruments

classified within Level 3 totalled £2,641.6m (December 2024: £2,593.1m).

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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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 page 49 of the strategic

report). The significant unobservable inputs and assumptions used in projecting the Group’s net future cash flows are shown overleaf.

			31 December 2025		31 December 2024
			£’000s		£’000s
Inflation rates	UK		RPI: 3.50% until Dec 2027,		RPI: 3.25% until Dec 2025,
			2.75% thereafter 1	3.00% until Dec	2026,
					2.75% thereafter 1
			CPIH: 3.00% until Dec 2026,		CPIH: 2.25%
		2.75% until Dec	2027,
		2.5% thereafter
	Australia	3.00% until Dec 2026			CPIH: 2.75% until Dec 2025,
		2.50% thereafter			2.50% thereafter
	New Zealand	2.15% until Dec 2026			2.25%
		2.25% thereafter
	Europe	2.25% until Dec	2026,		2.25% until Dec-26,
		2.00% thereafter			2.00% thereafter
	Canada	2.10% until Dec	2026,		2.25% until Dec-25,
			2.00% thereafter		2.00% thereafter
	US 2		N/A		N/A
Long-term	UK		2.75%		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		2.01		2.02
exchange rates	GBP/NZD		2.33		2.23
	GBP/DKK		8.56		9.00
	GBP/EUR		1.15		1.21
	GBP/CAD		1.84		1.80
	GBP/USD		1.35		1.25
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.

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 2025 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 and weighted average investment risk premium saw only minor movements

reflecting observable market-based evidence.

Valuation assumptions	31 December 2025	31 December 2024	Movement
Weighted Average Government Bond Yield	4.6%	4.4%	0.2%
Weighted Average Investment Risk Premium	4.5%	4.6%	( 0.1%)
Weighted Average Discount Rate	9.1%	9.0%	0.1%

	Year ended	Year ended
	31 December 2025	31 December 2024
Reconciliation of Level 3 fair value measurements of financial assets	£’000s	£’000s
Balance at 1 January	2,593,056	2,818,903
Additional investments during the year	47,334	107,76 7
Net repayments during the year	(102,022)	(182,396)
Capitalisation of interest	7,9 67	13,478
Working capital advanced	–	156
Net change in investments at fair value through profit or loss	95,247	(164,852)
Balance at 31 December	2,641,582	2,593,056

11.5 SENSITIVITY ANALYSIS

The valuation requires management to make certain assumptions in relation to unobservable inputs to the model. There are no straight forward

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 2025	valuations	factor	£’000s	factor	£’000s
Discount rate	9.1%	+ 1.0%	(242,266)	– 1.0%	288 ,116
Inflation rate (overall)	2.4%	+ 1.0%	206,004	– 1.0%	(189,755)
UK (CPI/RPI)	2.0% / 2.8%	+ 1.0%	163,862	– 1.0%	(153,936)
Europe	2.0%	+ 1.0%	30,993	– 1.0%	(25,688)
North America	2.0%	+ 1.0%	524	– 1.0%	(660)
New Zealand	2.3%	+ 1.0%	3,908	– 1.0%	(3,397)
Australia	2.5%	+ 1.0%	6,728	– 1.0%	(6,049)
FX rate	n/a	+ 10.0%	(76,277)	– 10.0%	76,277
Tax rate	25.6%	+ 1.0%	(16,642)	– 1.0%	9,982
Deposit rate	2.3%	+ 1.0%	19,408	– 1.0%	(27,049)

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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 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)

12. INVESTMENT ACTIVITY

2025

		Consideration	% Ownership
Date of investment	Description	£’000s	post investment
January – July 2025	The Group made further investments into Gold Coast Light Rail,	4,989	30%
	Australia
January – March 2025	The Group made further investments into Flinders HMRB,	2,037	100%
	Australia
January – October 2025	The Group made further investments into its digital asset portfolio	4,217	Various
	(National Digital Infrastructure fund and its underlying assets), UK
March 2025	The Group made a follow-on investment into Southwark BSF, UK	627	100%
October 2025	The Group made its first investment into Sizewell C, UK	35,464	3% 1
Total capital spend on investments during the year		47,334

1 Represents the position on a committed-capital basis, reflecting the holding upon full investment.

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 investments noted above, during 2025 INPP also completed on a number of transactions realising value from

its existing portfolio. In July 2025, the Company realised c.£49m from its education PPP portfolio. In August 2025, the company realised

c.£32m of proceeds from a partial divestment of its Angel Trains investment. In September 2025, the Company divested a portion

of the minority held BSF portfolio for c.£8m. Further details of the Company’s realisation activity can be found on pages 26 to 31 in

the Strategic Report.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025 continUeD

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13. TRADE AND OTHER RECEIVABLES

	31 December 2025	31 December 2024
	£’000s	£’000s
Accrued interest receivable	55,473	54,613
Other debtors	2,455	1,197
Total trade and other payables	57,928	55,810

14. TRADE AND OTHER PAYABLES

	31 December 2025	31 December 2024
	£’000s	£’000s
Accrued management fee	6,738	8,773
Other creditors and accruals	2,706	3,149
Total trade and other payables	9,444	11,922

15. SHARE CAPITAL AND RESERVES

	Year ended	Year ended
	31 December 2025	31 December 2024
	shares	shares
Shares authorised and in issue	’000s	’000s
Shares in issue	1,812,453	1,87 7, 2 9 3
Shares held in treasury	98,790	33,950
Opening and closing balance	1,911,243	1,911,243

	Year ended	Year ended
	31 December 2025	31 December 2024
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 2025, 64.8m shares have been acquired as part of the Company’s share buyback programme, and as at

31 December 2025 98,790 shares were held in treasury.

	Year ended	Year ended
	31 December 2025	31 December 2024
Other distributable reserve	£’000s	£’000s
Balance at 1 January	139,351	182,481
Acquisition of treasury shares	(77,355)	(43,086)
Costs associated with acquisition of treasury shares	(78)	(44)
Movement in the year	( 77,4 33)	(43,13 0 )
Balance at 31 December	61,918	139,351

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 2025	31 December 2024
Retained earnings	£’000s	£’000s
Balance at 1 January	345,997	502,381
Net profit for the year	263,704	465
Dividends paid 1	(156,254)	(156,849)
Balance at 31 December	453,447	345,997

1 Includes scrip element of £ nil in 2024 (December 2024: £ nil).

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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 2025.

The Board has approved interim dividends as follows:

	Year ended	Year ended
	31 December 2025	31 December 2024
	£’000s	£’000s
Amounts recognised as distributions to equity holders for the year ended 31 December	156,254 1	156,849
Declared and proposed
First semi-annual interim dividend for the financial year 2024 of 4.18p per share	–	79,267
Second semi-annual interim dividend for the financial year 2024 of 4.19p per share	–	77,975
First quarterly interim dividend for the financial year 2025 of 2.14p per share	39,311	–
Second quarterly interim dividend for the financial year 2025 of 2.14p per share	38,968	–
Third quarterly interim dividend for the financial year 2025 of 2.15p per share 2	38,823	–
Fourth quarterly interim dividend for the financial year 2025 of 2.15p per share 3	38,823	–

1 Includes the 2024 interim dividend for the period 1 July to 31 December 2024.

2 The third quarterly interim dividend for financial year 2025 was approved by the Board on 22 January 2026 and therefore has not been included as a liability in the balance sheet for the year

ended 31 December 2025.

3 The fourth quarterly interim dividend for the financial year 2025 was approved by the Board on 25 March 2026 and therefore has not been included as a liability in the balance sheet for the

year ended 31 December 2025.

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 77.

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 2025	31 December 2024
	£’000s	£’000s
Net assets attributable to equity holders of the parent	2,746,641	2,716,624

	Number	Number
Number of shares
Ordinary Shares outstanding at the end of the year	1,812,453,430	1,877,293,132
Net assets per share (p per share)	151.5	144.7

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025 continUeD

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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 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’). Transactions with the Amber Group are considered related party transactions under

IAS 24 ‘Related Party Disclosures’.

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 2025	31 December 2024	At 31 December 2025	At 31 December 2024
	£’000s	£’000s	£’000s	£’000s
International Public Partnerships GP Limited 1	27,731	30,706	6,738	8,773
Amber Fund Management Limited 2	698	1,498	14	12
Total	28,429	32,204	6,752	8,785

1 Represents amounts paid to related parties for investment advisory fees.

2 Represents amounts paid to related parties to acquire or make investments, advisory fees related to investments that are subsequently recorded in the balance sheet, or marketing costs.

INVESTMENT ADVISORY ARRANGEMENTS

During the year, 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 87.

Investment advisory fees payable during the year are calculated as follows:

	Fee basis to 30 June 2025	Fee basis from 1 July 2025
For fully operational assets
1.2% for the first £750m		The equal weighting of, (i) the average
1.0% for the amount that exceeds £750m but is less than £1.5bn	The GAV of the portfolio	of the closing daily market capitalisation,
0.9% for the amount that exceeds £1.5bn but is less than £2.75bn		and (ii) the most recently published NAV
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		The equal weighting of, (i) the average
including any relevant defects period and achieved certification	The GAV of the portfolio	of the closing daily market capitalisation,
by the relevant counterparty and senior lender)		and (ii) the most recently published NAV

The IAA includes 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.

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.

As at 31 December 2025, the Amber Group held 8,002,379 (December 2024: 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.

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17. RELATED PARTY TRANSACTIONS CONTINUED

TRANSACTIONS WITH DIRECTORS

Shares acquired by Directors in the year are disclosed below:

Director

	Number of New Ordinary Shares
	Year ended	Year ended
	31 December 2025	31 December 2024
Julia Bond	–	17,532
Stephanie Coxon	–	15,505
Meriel Lenfestey	–	8,000
Giles Adu	25,000	–
Sarah Whitney	75,000	–
Giles Frost 1	200,000	–
John Le Poidevin 1	86,972	–
Total purchased	386,972	41,037

1 Giles Frost and John Le Poidevin retired from the Board on 3 June 2025. The above details the shares acquired during the year up to the date of their retirement.

Remuneration paid to the Non-Executive Directors is disclosed on page 83. Directors received dividends on total shares held as disclosed

on page 83, in accordance with the approved dividends detailed under note 15.

18. CONTINGENT LIABILITIES AND COMMITMENTS

As at 31 December 2025 the Group has committed funding of up to c.£252.3m (December 2024: c.£21.5m). This includes committed

investment amounts as noted in the Strategic Report on pages 42 to 43, as well as guaranteed amounts not necessarily forecast to be cash

invested which includes letters of credit under the CDF.

There were no other contingent liabilities at the date of this Report.

19. EVENTS AFTER BALANCE SHEET

To date in 2026, the Company has invested a further £36.3m of its commitment to Sizewell C. In addition, the Company invested a further

£4.5m in toob.

In February the Company completed on its realisation of a 49% stake in OFTO Moray East, for total proceeds of £40.2m.

In January 2026, the Company declared a quarterly dividend of 2.15 pence per share. In addition, in March 2026, the Company declared a

quarterly dividend of 2.15 pence per share.

20. OTHER MANDATORY DISCLOSURES

NEW STANDARDS THAT THE GROUP HAS APPLIED FROM 1 JANUARY 2025

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 21 Effects of Changes in Foreign Exchange Rates (1 January 2025)

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 IFRS 9 and IFRS 7, Classification and Measurements of Financial Instruments (1 January 2026)

– IFRS 18 Presentation and disclosure in financial statements (1 January 2027)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025 continUeD

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UNCONSOLIDATED SUBSIDIARIES

A list of the significant investments in unconsolidated subsidiaries, including the name, country of incorporation as at 31 December 2025 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
INPP Troy Investment Co Limited	UK	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
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

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	Place of incorporation	Proportion of
	(or registration) and	ownership
Name	operation	interest %
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 50.6% (December 2024: 53.6%) 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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025 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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21. INVESTMENTS

The Group held 135 investments at 31 December 2025 across energy transmission, education, transport, health, judicial, waste water, family

housing for service personnel, low carbon energy and other sectors. The table overleaf 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 2025	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 2	September 2026
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 11
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
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
Islington Phase Two	UK	Operational	90.0	March 2039

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overview Strategic report FINANCIAL STATEMENTScorporate governance

		Status at	Per cent. Risk Capital
Investment Name	Country	31 December 2025	owned by the Group 1	Investment end
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	9 0.1	October 2034
South Tyneside and Gateshead Schools Two	UK	Operational	9 0.1	September 2036
Southwark Phase One	UK	Operational	100.0	January 2036
Southwark Phase Two	UK	Operational	100.0	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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025 continUeD

21. INVESTMENTS CONTINUED

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		Status at	Per cent. Risk Capital
Investment Name	Country	31 December 2025	owned by the Group 1	Investment end
Other UK
Sizewell C	UK	Construction	2.9	March 2120
Angel Trains	UK	Operational	8.0	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	100.0 2	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.

21. INVESTMENTS CONTINUED

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overview Strategic report FINANCIAL STATEMENTScorporate governance

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 2025 31 December 2024

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 103

1.7x (total) /

1.1x

(excluding

cash from

realisation

activity)

2.1x (total) /

1.1x

(excluding

cash from

realisation

activity)

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 103

as part of the reconciliation of net operating cash flows before capitalactivity

297.7m 359.9m

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

2.5% 3.0%

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

8.58p 8.37p

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 44

£2.7bn £2.7bn

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

151.5p 144.7p

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 42

£259.1m £32 2.1m

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%

Annualised

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

were this measure based on a figure in the financial statements is provided in the

Strategic Report, Investor Returns, Total Shareholder Return paragraph

6.3% 6.1%

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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

AVERAGE NAV

Average of published NAVs for the relevant periods

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

EPR

European Pressurised Reactors

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

GAV

Gross asset value

GDNS

Gas distribution networks

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Strategic report corporate governance Financial StatementSoverview

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

HMRB

Flinders University Health and Medical Research Building

HRT

Higher Regulatory Threshold

IAA

Investment Advisory Agreement

IFRS

International Financial Reporting Standards

INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED

The ‘Company’, ‘INPP’, the ‘Group’ (where including

consolidatedentities)

INVESTMENT ADVISER

Amber (see above)

IPO

Initial public offering

IRR

The internal rate of return

ISA

Individual Savings Account

ISSB

International Sustainability Standards Board

KID

The Company’s Key Information Document

KPIS

Key performance indicators

LRT

Lower Regulatory Threshold

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 44

NET ASSET VALUE (‘NAV’) / NET ASSETS 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 44

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

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

PAI

SFDR Principal Adverse Impacts

PCAF

Partnership for Carbon Accounting Financials

PEPS

Personal Equity Plan account

PFI

Projects and private finance initiative

GLOSSARY

INCLUDING ALTERNATIVE PERFORMANCE MEASURES continUeD

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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

RAB

Regulated Asset Base

RAV

Regulated Asset Value

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 were 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

WACC

Weighted Average Cost of Capital

WACI

Weighted Average Carbon Intensity

WADR

Weighted Average Discount Rate

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Strategic report corporate governance Financial StatementSoverview

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

21 Moorfields

London

EC2Y 9DB

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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Annual Report and financial statements 2025

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 55 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’s 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

56 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 2025

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 56 and 57 of this report and pages 24 and

30 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 57 of this report and page 30 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.

2025

2024

Patients treated in healthcare facilities

developed and maintained by the Company

>706,000 >615,000

Students attending schools developed and

maintained by the Company

> 183,000 > 181,000

Estimated equivalent number of homes

through offshore transmission investments

>3,700,000 >3,700,000

Jobs supported across all investments

>14,000

>11,000

Annual passenger journeys through

sustainable transport investments

> 244,700,000 > 243,000,000

Tonnes of sewage diverted from the River

Thames into the London Tideway Tunnel

system during the period

>9,670,000 Not tracked

Sustainability

indicators measure

how the

environmental or

social

characteristics

promoted by the

financial product

are attained.

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Annual Report and financial statements 2025

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 2025

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

Tideway

Waste water

15.8%

Cadent

Gas Distribution

15.6%

Diabolo

Transport

8.8%

Belgium

Angel Trains

Transport

6.1%

OFTO – East Anglia

Energy Transmission

4.3%

BeNEX

Transport

4.2%

Germany

OFTO – Lincs

Energy Transmission

3.6%

OFTO – Moray East

Energy Transmission

3.3%

Reliance Rail

Transport

2.6%

Australia

Family Housing for

Service Personnel

Other

2.3%

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 2025

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Annual Report and financial statements 2025

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?

97% 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 3% 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’).

Some of the Company’s investments have undertaken a self-assessment against the EU Taxonomy

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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International Public Partnerships Limited

Annual Report and financial statements 2025

criteria, which the Company reviewed as part of its internal assessment. For more information, please

refer to page 29 of the Company’s Sustainability Report.

52% 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

• Construction and safe operation of new nuclear power plants, for the generation of electricity and/or

heat, including for hydrogen production, using best-available technologies

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, Sizewell C (Climate Change mitigation), Tideway (Sustainable use and protection

of water and marine resources).

For completeness, the Company estimates that 59% 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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International Public Partnerships Limited

Annual Report and financial statements 2025

What was the share of investments made in transitional and enabling activities?

52% 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 (32%) and

enabling activities (20%).

How did the percentage of investments that were aligned with the EU Taxonomy

compare with previous reference periods?

The the percentage of investments that were aligned with the EU Taxonomy (52%) increased by 4%

compared with the previous reference period (48% in 2024).

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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Annual Report and financial statements 2025

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 2025 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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NOTES

138

International Public Partnerships Limited

Annual Report and financial statements 2025

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PAS2060 standard.

Printed on material from well-managed, FSC™ certified forests and other

controlled sources. This publication was printed by an FSC™ certified

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100% of the inks used are HP Indigo ElectroInk which complies with RoHS

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for further use and, on average 99% of any waste associated with this

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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 2025