REG - 3i Infrastructure - Results for the year to 31 March 2026
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RNS Number : 8737D 3i Infrastructure PLC 12 May 2026
12 May 2026
Results for the year to 31 March 2026
3i Infrastructure plc ('3i Infrastructure' or the 'Company') today announces
an 8.5% return for the year, delivery of the FY26 dividend target of 13.45
pence per share and a 6.3% increase in the target dividend for FY27 to 14.30
pence per share.
Richard Laing, Chair of 3i Infrastructure plc, said:
"3i Infrastructure delivered a solid performance in a year marked by
geopolitical and macroeconomic uncertainty. I am pleased to report that, for
the year ended 31 March 2026, the Company generated a total return of 8.5%, in
line with our target. We have met or exceeded our return objective in every
year for over a decade."
Bernardo Sottomayor, Managing Partner and Head of European Infrastructure, 3i
Investments plc, added:
"We continue to deliver exceptional returns to shareholders from exits,
enhancing our realisation track record with the successful sale of TCR. "
Performance highlights
In line with our target return of 8-10% p.a. 8.5%
Total return on opening NAV
£295m
Total return for the year
£3,737m
NAV
405.2p
NAV per share
Delivered FY26 dividend target, fully covered 13.45p
Full year dividend per share for FY26
Setting higher target for FY27 dividend, up 6.3% year-on-year
14.30p
Target dividend per share for FY27
For further information please contact:
Richard Laing, Chair, 3i Infrastructure plc Tel: 037 1664 0445
Thomas Fodor, investor enquiries Tel: 020 7975 3469
Kathryn van der Kroft, press enquiries Tel: 020 7975 3021
For further information regarding the announcement of the results for 3i
Infrastructure plc, please visit www.3i-infrastructure.com. A recording of the
analyst presentation will be made available on this website during the day.
Notes to the preliminary announcement
Note 1
The statutory accounts for the year to 31 March 2026 have not yet been
delivered to the Jersey Financial Services Commission. The statutory accounts
for the year to 31 March 2025 have been delivered to the Jersey Financial
Services Commission. The auditor's reports on the statutory accounts for these
years are unqualified. This announcement does not constitute statutory
accounts. The preliminary announcement is prepared on the same basis as set
out in the statutory accounts for the year to 31 March 2025.
Note 2
Subject to shareholder approval, the proposed final dividend is expected to be
paid on 10 July 2026 to holders of ordinary shares on the register on 12 June
2026. The ex-dividend date for the final dividend will be on 11 June 2026.
Note 3
The preliminary announcement contains Alternative Performance Measures
('APMs'), which are financial measures not defined in International Financial
Reporting Standards ('IFRS'). More information relating to APMs, including why
we use them and the relevant definitions, can be found in the Company's 2026
Annual report and accounts and in the Financial review section.
Note 4
The preliminary announcement has been extracted from the Annual report and
accounts 2026. The Annual report and accounts 2026 will be available on the
Company's website today. Printed copies of the Annual report and accounts 2026
will be distributed to shareholders who have elected to receive printed copy
communications on or soon after 22 May 2026.
Notes to editors
About 3i Infrastructure plc
3i Infrastructure plc is a Jersey-incorporated, closed-ended investment
company, an approved UK Investment Trust, listed on the London Stock Exchange
and regulated by the Jersey Financial Services Commission. The Company's
purpose is to invest responsibly in infrastructure, delivering long-term
sustainable returns to shareholders and having a positive influence on its
portfolio companies and their stakeholders.
3i Investments plc, a wholly-owned subsidiary of 3i Group plc, is authorised
and regulated in the UK by the Financial Conduct Authority and is the
investment manager of 3i Infrastructure plc.
This statement has been prepared solely to provide information to
shareholders. It should not be relied on by any other party or for any other
purpose. It and the Company's Annual report and accounts may contain
statements about the future, including certain statements about the future
outlook for 3i Infrastructure plc. These are not guarantees of future
performance and will not be updated. Although we believe our expectations are
based on reasonable assumptions, any statements about the future outlook are
subject to a number of risks and uncertainties and could change. Factors which
could cause or contribute to such differences include, but are not limited to,
general economic and market conditions and specific factors affecting the
financial prospects or performance of individual investments within the
portfolio of 3i Infrastructure plc.
This press release is not for distribution (directly or indirectly) in or to
the United States, Canada, Australia or Japan and is not an offer of
securities for sale in or into the United States, Canada, Australia or Japan.
Securities may not be offered or sold in the United States absent registration
under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or
an exemption from registration under the Securities Act. Any public offering
to be made in the United States will be made by means of a prospectus that may
be obtained from the issuer or selling security holder and will contain
detailed information about 3i Group plc, 3i Infrastructure plc and management,
as applicable, as well as financial statements. No public offering in the
United States is currently contemplated.
We invest in resilient businesses
that combine strong downside protection
with exciting growth prospects.
Our controlling stakes allow us to
drive value creation strategies.
We have repeatedly sold these stakes
above holding value, delivering superior
returns to shareholders.
Chair's statement
"We are delivering resilient returns in a challenging environment."
Richard Laing
Chair, 3i Infrastructure
3i Infrastructure delivered a solid performance in a year marked by
geopolitical and macroeconomic uncertainty.
I am pleased to report that, for the year ended 31 March 2026, the Company
generated a total return of 8.5%, in line with our target of delivering a
return of 8% to 10% per annum to shareholders. I am delighted to report that
we have met or exceeded our return objective in every year of the decade in
which I have had the privilege of chairing 3i Infrastructure.
We have also increased the dividend per share every year since the Company's
inception, reflecting our continued commitment to providing shareholders with
a progressive income alongside long-term capital growth.
During the year, the Company agreed the sale of its largest asset, TCR, for
expected net proceeds of €1,140 million, representing a c.50% premium to its
March 2025 carrying value, following a competitive process led by the
Investment Manager. This crystallised exceptional value for shareholders. We
also committed £394 million to new investments, including the acquisition of
a high-quality Norwegian data centre campus through a bilateral transaction,
alongside three follow-on investments in existing portfolio companies - two in
Joulz and one in ESVAGT. The disappointing write-down of DNS:NET weighed on
performance during the year. The Investment Manager's review provides further
detail on these transactions and on developments across the portfolio.
The Company delivered resilient performance this year. This was against a
backdrop of continued geopolitical and macroeconomic uncertainty, which
resulted in its shares continuing to trade at a discount to NAV throughout the
year. The Board remains confident that the NAV appropriately reflects the
intrinsic value of the portfolio. The agreed sale of TCR at a significant
premium to its carrying value supports this assessment, providing strong
third-party validation of the underlying value and quality of the portfolio.
Our purpose
Our purpose is to invest responsibly in infrastructure, delivering long-term
sustainable returns to shareholders and having a positive influence on our
portfolio companies and their stakeholders.
The Company is differentiated within the listed infrastructure sector, with a
diversified portfolio of businesses aligned to long-term structural growth
trends. We invest across a broad range of infrastructure themes, backing
businesses that own, develop and actively manage essential infrastructure
assets.
This positioning supports sustained value creation over time. Drawing on the
active asset management capabilities and disciplined investment approach of
3i, our Investment Manager, the portfolio continues to generate a strong
pipeline of attractive, value-accretive growth opportunities.
This report highlights the growth delivered across the portfolio, while
further detail on sustainability progress and performance is set out in the
Sustainability section of the Annual report and accounts 2026.
I would like to thank the Investment Manager's team for their commitment and
high-quality execution during the year, as well as our shareholders and fellow
Directors for their continued support.
Performance
The Company generated a total return of £295 million in the year ended 31
March 2026, or 8.5% on opening NAV, in line with our target of 8% to 10% per
annum to be achieved over the medium term. This is discussed in more detail in
the Review from the Managing Partner.
The NAV per share increased from 386.2 pence to 405.2 pence. Our share price
has broadly matched the growth in our NAV, with a Total Shareholder Return
('TSR') of 8.6% in the year, behind that of the FTSE 250, which returned 12.8%
in the same period. Since the IPO, the Company's annualised TSR is 10.8%,
comparing favourably with the broader market (FTSE 250: 6.3% annualised over
the same period).
Dividend
Following the payment of the interim dividend of 6.725 pence per share in
January 2026, the Board is recommending a final dividend for the year of 6.725
pence per share, meeting our target for the year of 13.45 pence per share,
6.3% above last year's total dividend. We expect the final dividend to be paid
on 10 July 2026.
Consistent with our progressive dividend policy, we are announcing a total
dividend target for the year ending 31 March 2027 of 14.3 pence per share,
representing an increase of 6.3%.
Annual General Meeting ('AGM')
This year's AGM is scheduled to be held on 2 July 2026. Further details can be
found in the Notice of Meeting and on the Company's website,
www.3i-infrastructure.com
(https://3igroupplc.sharepoint.com/sites/IN-Project-3iNHY20/Shared%20Documents/FY26%20Annual%20Report/FINAL%20DOCUMENTS/www.3i-infrastructure.com)
.
Chair succession
Following an extensive search, we were pleased to announce in April 2026 that
Andrew Sykes will join the Board in July 2026 as a new independent
non-executive director and Chair Designate, succeeding me as Chair on 1
January 2027. Andrew is an experienced non-executive director and chair with
very relevant experience in the investment company and investment management
sectors, including in the listed infrastructure market. Further detail on the
process to identify my successor is contained in the Nomination Committee
report in the Annual report and accounts 2026.
Outlook
Following the sale of TCR, the Company's largest investment, and the
investment in the Lefdal Mine Datacenter, the portfolio will be more balanced,
with 10 assets each representing between 4% and 18% of total value. The
portfolio remains well diversified across sectors and geographies.
The TCR transaction proceeds will enable the Company to fully repay drawings
under its revolving credit facility ('RCF'), greatly improving the Company's
available liquidity. This provides flexibility to support value-accretive
growth within existing platform investments and to pursue a selective pipeline
of new opportunities across our target markets. We remain committed to
disciplined capital allocation and prudent balance sheet management, including
the potential use of share buy-backs if appropriate.
We have a differentiated, resilient and growing portfolio that is well
positioned to navigate periods of market uncertainty and deliver sustainable
long-term returns.
Richard Laing
Chair, 3i Infrastructure plc
11 May 2026
2007 to 2026
In the 19 years since the IPO,
the Company has delivered a total
shareholder return of:
10.8%
per annum
Review from the Managing Partner
"We successfully realised our largest investment and reinvested capital in a
promising new company."
Bernardo Sottomayor
Managing Partner and Head of European Infrastructure
3i Investments plc
We continue to deliver exceptional returns to shareholders from exits,
enhancing our realisation track record with the successful sale of TCR.
This year was particularly active. Alongside agreeing the sale of TCR at an
approximate 50% uplift to the last valuation prior to the launch of the exit
process, 3iN invested €131 million in three transformative bolt-on
acquisitions acquired at accretive target returns, described in further detail
below. In addition, we agreed to invest approximately €300 million to
acquire a majority stake in the Lefdal Mine Datacenter, a high-quality
Norwegian data centre campus.
For the year, the Company delivered a total return of 8.5% and met its
dividend target. The benefits of portfolio diversification were evident, with
the strong return generated from the sale of TCR partially offset by softer
performance from SRL and the write-down of our investment in DNS:NET. The
majority of the remainder of the portfolio performed resiliently, and we
continue to see good earnings momentum across our investments. The performance
of individual portfolio companies is discussed in more detail below.
The sale of TCR, agreed in March 2026, is expected to deliver a gross IRR of
20% and a gross money multiple of 3.6x when it completes in the next few
months. This is another strong illustration of our ability to unlock
significant value for shareholders. Further details on this realisation are
set out below. Proceeds from this realisation will be used to repay the drawn
balance on the Company's revolving credit facility in full and fund the new
investment in LMD.
The write-down of our investment in DNS:NET followed the material worsening of
lending appetite for the German fibre roll-out sector. Further details are set
out below.
Active management
Active asset management remains central to our approach to value creation. We
work closely with the management teams of our portfolio companies to implement
value-enhancing initiatives, including geographic and market expansion,
targeted bolt-on acquisitions and optimisation of capital structures.
During the year, we selectively reinvested capital into a number of existing
portfolio companies. We invested €107 million into Joulz to acquire two
businesses, increasing Joulz's proforma EBITDA by approximately 70%, adding
heat capabilities to its energy solutions offering, and establishing a scaled
presence in two new European countries.
This accelerates Joulz's strategy to expand into attractive adjacent segments
and geographies.
We also completed the acquisition of two service operation vessels ('SOVs')
for ESVAGT from Edda Wind, already operating under long-term chartering
contracts. The Company invested DKK 173 million to support this acquisition,
which provides a new route to fleet growth and supports the business's
transition away from oil and gas services. These acquisitions increase the SOV
fleet to 12, with a further three vessels under construction.
In addition, we successfully refinanced three portfolio companies on
attractive terms, enhancing their flexibility to fund capital expenditure and
support future growth. This activity reflects both the strong credit quality
of our assets and continued lender confidence in the portfolio.
We maintain a disciplined approach to leverage, with average gearing across
the portfolio at a modest 34% of enterprise value (2025: 35%) and no material
refinancing requirements until 2030.
Competitive landscape
Competition for infrastructure assets remains robust, supported by sustained
global capital flows into the sector. Over recent years, significant capital
has been raised by core-plus and value-add infrastructure funds, attracted by
the asset class's defensive characteristics, inflation linkage and structural
growth drivers.
This depth of private capital provides a visible route to exit for the
Company's investments, as demonstrated by the agreed sale of TCR to Global
Infrastructure Partners, which closed a $25.2 billion fund in June 2025.
Tighter financing conditions have introduced greater pricing discipline across
the market. Transaction processes are more selective, with increased emphasis
on quality, resilience and operational value creation. In parallel, the UK
listed infrastructure sector has experienced sustained share price discounts
to NAV, driving consolidation and corporate activity. This has reinforced the
importance of active capital allocation, portfolio quality and realisation
track record in validating NAVs and crystallising value.
Against this backdrop, 3iN benefits from many structural advantages, including
its long-term capital base, scale and flexibility across the capital
structure, as well as its ability to invest in both platform assets and
bolt-on acquisitions. As a large, established vehicle with a long-term
investment horizon, the Company is well positioned to remain the leading UK
listed infrastructure trust and provide strong market liquidity to
shareholders, supporting broader investor participation. Combined with a
disciplined investment approach and active asset management, this positions
the Company to compete effectively for new investments while continuing to
deliver value through selective realisations and capital recycling.
Sustainability
Our dedicated 3i Infrastructure Sustainability team ('the Sustainability
team') continues to play a strategic role in supporting portfolio companies on
their sustainability journey and in their management of sustainability
factors. Further details can be found in the Sustainability report in the
Annual report and accounts 2026. Through regular engagement with portfolio
company management teams on key sustainability topics, and monitoring progress
through our annual sustainability survey, we actively encourage the
integration of sustainability considerations into operational and governance
practices across the portfolio.
During the year, we focused on improving the quality and coverage of portfolio
companies' emissions data, with particular emphasis on Scope 3 greenhouse gas
('GHG') emissions estimates. We also continued to support the development and
refinement of decarbonisation plans and emissions reduction targets across the
portfolio.
Outlook
Looking ahead, we intend to further diversify the portfolio through the
disciplined reinvestment of the remaining proceeds from the sale of TCR in
accretive investments. We will continue to support our portfolio companies
where attractive growth opportunities arise, while maintaining a rigorous
approach to capital allocation. Our priorities remain clear: preserving
balance sheet strength, funding value-accretive growth and delivering a
sustainable and progressive dividend to shareholders.
Although macroeconomic conditions remain uncertain, the largely contracted
nature of our portfolio provides strong cash flow visibility. The portfolio
has been deliberately constructed around high-quality infrastructure
businesses supported by long-term structural growth drivers. These
characteristics position the Company to generate attractive returns across a
range of economic environments.
Our current assessment of the impact of the conflict in the Middle East,
described further in the Risk report, is that the portfolio will remain
resilient. This resilience has been demonstrated through recent periods of
elevated inflation, energy price volatility, rising interest rates,
geopolitical uncertainty as well as during the Covid-19 pandemic.
Our strategy continues to focus on delivering sustainable long-term returns
through consistent earnings growth and disciplined investment, predominantly
funded by portfolio cash generation. Combined with the inherent scarcity value
of high-quality infrastructure assets, this underpins our confidence in the
portfolio's ability to continue creating long-term shareholder value.
Bernardo Sottomayor
Managing Partner and Head of European Infrastructure, 3i Investments plc
11 May 2026
Realisation - TCR
Realising exceptional value
c.50%
Uplift on realisation
€1.1bn
Expected realised proceeds
20%
Gross realised IRR
3.6x
Gross realised MOIC
On 5 March 2026, we announced the agreed sale of our 71% stake in TCR, the
largest independent lessor of airport ground support equipment ('GSE'). The
preparation and execution of the sale process took place over the course of
FY26.
The transaction is expected to generate net proceeds of approximately €1,140
million, representing an uplift of around 50% to the last valuation prior to
the start of the exit process. Completion remains subject to customary
regulatory approvals and is anticipated in Q3 2026.
The TCR investment is described in more detail in the case study below.
Extending our successful track record
This transaction builds on our track record of successful realisations,
following the sales of Valorem in FY25 and Attero in FY24, demonstrating our
ability to consistently crystallise value for shareholders.
3.5x 21%
Combined MOIC Combined IRR
TCR, Valorem, Attero combined FY23 fair value £869m
TCR, Valorem, Attero total expected proceeds since FY23 £1,533m
Increase +76%
New investment: Lefdal Mine Datacenter
The digitalisation megatrend is driving demand for data storage and
processing, fuelled by cloud adoption, artificial intelligence ('AI') and
high‑performance computing. As workloads become more intensive, access to
reliable power, efficient cooling and infrastructure is increasingly critical.
"This transaction demonstrates 3i's ability to source highly-attractive assets
off market in a sector with significant investor interest."
Oscar Tylegard
Partner, 3i Investments plc
LMD is a unique, scalable, energy-efficient data centre platform in a
high-growth market.
Lefdal Mine Datacenter is a large-scale, underground data centre campus
located on the west coast of Norway, developed within a repurposed mine. The
facility provides critical infrastructure including power, cooling and
connectivity, enabling customers to operate high-performance computing
workloads. It benefits from access to low-cost hydroelectric power and a
unique fjord-based cooling system, delivering industry-leading energy
efficiency.
The site is fully contracted at its current capacity, with a weighted average
remaining contract life of approximately 11 years, and offers significant
potential for expansion, positioning it as a distinctive and scalable platform
within the Nordic data centre market. Customers are primarily financial
institutions and large corporations with proven and profitable business
models.
The investment provides exposure to a rapidly growing segment of digital
infrastructure, supported by increasing demand for high-density computing and
favourable Nordic market dynamics. LMD is well-positioned due to its
structural cost advantage, driven by access to low-cost renewable power and
highly efficient cooling, making it particularly attractive for
compute-intensive applications. The asset also offers significant growth
potential, with considerable additional capacity available within the existing
site and a modular design that enables phased expansion over time.
LMD exhibits strong infrastructure characteristics aligned with our investment
strategy, including long-term, availability-based contracts with inflation
linkage and high customer switching costs, supported by customers' significant
investment in hardware and bespoke infrastructure. These features underpin a
high level of revenue visibility and resilience.
The business benefits from a contracted and largely pass-through cost model,
limiting exposure to power price volatility, while its role as critical
enabling infrastructure for customers' core operations further enhances demand
stability.
In addition, the asset has limited direct exposure to technology risk, as
customers retain ownership of computing hardware, supporting long-term
sustainability of the business model.
The asset was acquired through a bilateral transaction outside a competitive
auction process, enabling entry at an attractive valuation, accretive to 3iN's
return objectives.
€301m
Expected equity investment
Add-on acquistitions: Joulz
The energy transition is accelerating, driven by electrification,
decarbonisation targets and pressure on energy infrastructure. Commercial and
industrial customers are facing growing complexity in managing their energy
needs, as grid constraints intensify across Europe and systems become more
decentralised.
"Joulz is scaling to meet rising demand for integrated energy solutions."
Aaron Church
Partner, 3i Investments plc
The energy transition is creating strong demand for integrated,
behind-the-meter energy solutions that deliver reliability, flexibility and
long-term cost efficiency, with businesses increasingly outsourcing the design
and management of their energy infrastructure to specialist providers.
Joulz is well positioned to benefit from these structural trends. The company
is a leading owner and provider of essential energy infrastructure equipment
and services in the Netherlands, serving approximately 18,500 industrial,
commercial and public sector customers. Its full-service offering spans the
design, installation, operation, maintenance, and financing of energy
infrastructure, supported by long-term contracted revenues.
3iN acquired Joulz in 2019, carving the business out from a regulated utility
owned by Dutch municipalities. We recruited a high-calibre senior management
team and invested in the business for growth, increasing staff numbers by more
than 50%. We also refinanced the business with extended debt maturities and
introduced a capex facility to support further growth.
To date, we have deployed over €100 million into growth capex which has
supported Joulz to build its asset base and develop new offerings. Joulz has
grown from offering metering and mid-voltage infrastructure, to providing
battery storage systems, solar installations and EV charging stations, as well
as delivering integrated solutions such as Virtual Grids to address energy
transition challenges.
In 2026, Joulz completed the bolt-on acquisitions of Centrica Business
Solutions' Italian and Dutch divisions and Engie's Belgian Commercial and
Industrial solar rooftop business, adding heat capabilities and establishing
scale platforms in Italy and Belgium.
Together, the acquisitions increase Joulz's proforma EBITDA by 70%,
strengthening its exposure to attractive markets characterised by high energy
prices, grid constraints and supportive regulation. Integration is underway,
positioning Joulz as a leading European behind-the-meter energy infrastructure
platform with strong long-term growth potential.
70%
EBITDA growth following recent acquisitions
€100m+
Growth capex deployed to date
Our investment approach
What we do
Unique offering for shareholders
The Company remains unique, providing public market investors with access to
private infrastructure businesses across a variety of megatrends, sectors and
geographies. These private businesses provide essential infrastructure
services with good downside protection and exposure to growth trends.
Investment discipline
We are a selective and disciplined investor and, where possible, seek
opportunities to transact off-market, only participating in competitive
processes where we believe we have a distinct advantage.
Investment focus
Competition for new investments primarily comes from private infrastructure
funds. Most other UK-listed infrastructure funds typically target smaller
investments in finite-life contracted assets like operational and greenfield
Public Private Partnership ('PPP') projects or operational renewable
portfolios, which are outside our investment focus.
Characteristics commonly found in our portfolio companies
We look to build and maintain a diversified portfolio of assets, across a
range of geographies and sectors, while adhering to a set of core investment
characteristics and risk factors.
The Investment Manager has a rigorous process for identifying, screening and
selecting investments to pursue. We look for businesses that combine a base of
strong cash flow resilience (for example, contracted revenues) with long-term
underlying market growth fundamentals, potential operational improvements and
M&A opportunities, which allows us to deliver above target returns.
Although investments may be made into a range of sectors, the Investment
Manager typically focuses on identifying investments that meet most or all of
the following criteria and are aligned with identified megatrends:
Asset-intensive business Good visibility of future cash flows
Owning or having exclusive access under long-term contracts to assets that are Long-term contracts or sustainable demand that allow us to forecast future
essential to deliver the service performance with a reasonable degree of confidence
Asset bases that are hard to replicate An acceptable element of demand or market risk
Assets that require time and significant capital or technical expertise to Businesses that have downside protection, but the opportunity for
develop, with low risk of technological disruption outperformance
Provide essential services Opportunities for further growth
Services that are an integral part of a customer's business or operating Opportunities to grow or to develop the business into new markets, either
requirements, or are essential to everyday life organically or through targeted M&A
Established market position Sustainability
Businesses that have a long-standing position, reputation and relationship Businesses that meet or are committed to meeting the criteria set out in 3i's
with their customers - leading to high renewal and retention rates Responsible Investment ('RI') policy and will work with us to enhance their
sustainability maturity using our sustainability pathway (see the
Sustainability section in the Annual report and accounts 2026 for more
information)
Our business model
Enablers How we create value Value created
Financial outcomes for shareholders Outcomes for portfolio companies
Investment Manager's team 1 Buy well 8.5% £419m
Total return on opening NAV Total growth capex invested across the portfolio in the year
3i Group's network 2 Enhance
12% 20%
Controlling stakes 3 Accretive growth capex Net annualised return (since inception in 2007) TCR exit delivered a 20% gross IRR return over the lifetime of the investment
Reputation 4 Prepare for exit 18%
and brand Asset IRR (since inception in 2007)
5 Realise and recycle
Robust policies and procedures 13.45p
Ordinary dividend per share
Efficient balance
sheet 6%
Annualised growth in ordinary dividends (since inception in 2007)
What enables us to create value
Investment Manager's team
The Company is managed by an experienced and well-resourced team. The European
infrastructure team was established by 3i Group in 2005 and now comprises
approximately 45 people, including over 25 investment professionals.
This is one of the largest and most experienced groups of infrastructure
investment professionals in Europe, supported by dedicated finance, tax,
legal, operations, sustainability and strategy teams.
3i Group's network
3i Group has a network of offices, advisers and business relationships across
Europe. The Investment Manager leverages this network to identify, access and
assess opportunities to invest in businesses, on a bilateral basis where
possible, and to position the Company favourably in auction processes.
Controlling stakes
The Investment Manager seeks to acquire controlling stakes in the businesses
in which we invest. This enables active asset management and value creation
through control of portfolio company boards, appointment and incentivisation
of excellent management teams, setting strategic direction, capital
allocation, operational oversight and discretion over timing and manner of
exits.
94%
Controlling stakes by portfolio value
Reputation and brand
The Investment Manager and the Company have established a strong reputation as
responsible investors through a consistent focus on sustainable portfolio
management, high standards of conduct and long-term value creation. This
reputation is underpinned by a commitment to responsible investment principles
and rigorous ethical standards. These outcomes are supported by robust
governance frameworks at the Investment Manager, the Company and within
investee companies, enabling effective oversight, informed decision making and
accountability, while promoting a culture of integrity across the portfolio.
As a result, the Company has earned the trust of shareholders, investors and
investee companies, and strengthened its ability to attract, develop and
retain employees who share these values.
The Board is committed to maintaining this reputation through transparent,
high-quality corporate reporting, including clear disclosure of progress in
embedding sustainability across the Company's operations and portfolio. It
also places importance on open and constructive stakeholder engagement,
supported by clear, balanced communication and open dialogue.
Robust policies and procedures
Established investment and asset management processes are supported by the
Investment Manager's comprehensive set of best practice policies, including
governance, conduct, cyber security and anti-bribery.
Efficient balance sheet
The Company's flexible funding model seeks to maintain an efficient balance
sheet with sufficient liquidity to make new investments or support portfolio
companies.
Since FY15 the Company has raised equity three times and returned capital to
shareholders twice following successful realisations. Net equity issuance over
that period was only £135 million.
Revolving credit facility
£1.2bn
Committed
How we create value
Active asset management
1 2 3 4 5
Buy well Enhance Accretive growth capex Prepare for exit Realise and recycle
We maintain a significant focus on active asset management and investment
stewardship.
We identify high-calibre portfolio company management teams and look to
implement a clear business strategy.
We help identify accretive growth opportunities with the portfolio companies,
and actively support them to deliver those opportunities, including executing
add-on M&A and putting in place adequate capital structures and capex
facilities to fund the associated investments.
Optimising strategy
We actively seek to enhance the infrastructure characteristics of the
businesses we acquire. Where possible, we prioritise capital expenditure
towards contracted, revenue-generating assets, rather than speculative
development, improving the infrastructure characteristics of the business to
attract competitive financing, adding elements of service that create customer
stickiness, and often implementing operational efficiency initiatives to
optimise EBITDA margins. Together, these actions are designed to maximise
long-term value and exit potential.
We typically deliver this through ownership control, ensuring appropriate
Board representation and composition, active involvement in key strategic and
operational workstreams, and strong alignment of management teams through
effective incentive structures.
ESVAGT is expanding its service operation vessel fleet through a combination
of newbuilds and selective acquisitions to serve the growing global offshore
wind industry.
Infinis continues to grow its solar and battery pipeline to strengthen its
position as a low-carbon electricity generation and development platform.
Strengthen management teams
We work in close partnership with portfolio company management teams to
develop and execute strategies that drive sustainable, long-term value
creation.
This approach typically includes defining and implementing long-term business
plans that support targeted investment in the asset base, enhancing
operational performance through efficiency and optimisation initiatives, and
strengthening commercial capabilities to support growth.
A key element of this model is the strengthening and enhancement of management
teams. We work closely with leadership to ensure the right skills and
capabilities are in place. We often appoint an experienced non-executive chair
to the portfolio company board early in our ownership to provide strategic
guidance and governance oversight.
Through this hands-on approach, we seek to build stronger, more resilient
businesses that are well positioned to grow and deliver value over time.
Dedicated Sustainability team
The dedicated Sustainability team within the Investment Manager ensures that
the Company's approach to sustainability is appropriate for the portfolio and
supports meaningful progress at portfolio company level. This dedicated
resource enhances our ability to identify, monitor and realise value creation
opportunities linked to sustainability, while proactively managing
sustainability-related risks.
The team works closely with each portfolio company to support the development
of its own sustainability capabilities and to advance their maturity along
defined sustainability pathways, as outlined in the Sustainability section of
the Annual report and accounts 2026. It also leads the Company's
Sustainability reporting and conducts an annual Sustainability review across
the portfolio.
The Investment Manager is committed to managing the portfolio with regard to
3i's RI policy, which encompasses a broad range of sustainability
considerations. We monitor adherence to, and progress towards meeting, 3i's
expectations on a regular basis.
Further detail on sustainability initiatives and performance can be found in
the Sustainability section of the Annual report and accounts 2026 and in the
Risk report.
Our strategic sustainability focus areas
Carbon and climate Strategy and leadership Health & safety and people
Growing our platform businesses
The Company invests in scalable infrastructure platforms with strong market
positions, resilient cash flows and exposure to structural growth trends such
as the energy transition, digitalisation and demographic change, positioning
its portfolio companies to benefit from increasing demand for renewable
energy, digital connectivity and outsourced infrastructure solutions.
Working closely with management teams, the Investment Manager supports the
delivery of long-term business plans, including organic growth initiatives,
operational improvements and targeted capital expenditure. This typically
involves investing in additional capacity, enhancing service offerings and
improving efficiency to strengthen competitive positioning and increase
earnings.
The Company also pursues growth through selective bolt-on acquisitions, which
enable platform businesses to expand their geographic reach, broaden their
capabilities and benefit from operational synergies. These acquisitions are
typically sourced through established sector networks and executed in a
disciplined manner to ensure they are value-accretive.
The Company aims to build larger, higher-quality businesses over time,
enhancing both income generation and capital value for shareholders.
This year, the Company delivered further progress against this strategy. A
number of bolt-on acquisitions were completed at Joulz and ESVAGT, in both
cases adding immediate incremental earnings to the portfolio. Future Biogas
also expanded its asset base through acquisition, Infinis continued to advance
its solar and battery pipeline, and FLAG acquired new cable systems, enhancing
route resilience and expanding connectivity across key growth corridors. These
are discussed further in the Portfolio review section.
Future Biogas acquired a new AD plant during the year and has consented
planning on four new sites, advancing its ambition to be the leading UK
crop-based AD platform.
Joulz completed the acquisition of two businesses, accelerating its strategy
to expand into other attractive geographies and adjacent segments.
Further examples of our active asset management in practice can be found on
our website, www.3i-infrastructure.com (https://www.3i-infrastructure.com/) .
How we create value - TCR case study
"We transformed TCR into a resilient, scalable, global infrastructure platform
through active management."
Celine Maronne
Director, 3i Investments plc
1 Buy well
We first invested in TCR in 2016, with a follow-on investment in 2022, with
3iN committing a total of €369 million to build a leading global platform in
GSE leasing. Today, TCR is the world's largest independent GSE lessor, with
the biggest fleet in Europe and a hard-to-replicate network of on-airport
maintenance workshops, creating significant barriers to entry.
TCR operates in a resilient, mission-critical segment of the aviation value
chain. GSE is essential to every aircraft turnaround, with demand driven by
aircraft movements rather than passenger volumes, making revenues more
defensive than most aviation-exposed businesses. The market also benefits from
strong structural tailwinds, including rising air traffic, increasing
outsourcing by airlines and ground handlers, and the transition from diesel to
electric GSE ('eGSE'), which is further accelerating adoption of leasing.
TCR's full-service leasing model, delivered under medium-term contracts with
high renewal rates, enables customers to outsource both equipment and
maintenance. This provides a compelling value proposition through reduced
operational complexity, improved reliability, lower total cost of ownership
and off-balance sheet financing.
From the outset, we identified TCR as a high-quality business with strong
infrastructure characteristics and significant untapped potential. Leveraging
our long-term investment approach and strong relationships we developed with
management, the seller, our co-investor DWS and supported by 3i's local
Private Equity team, we secured the investment at an attractive entry multiple
of 11.2x EV/LTM EBITDA, with a clear plan to scale the business into a global
infrastructure platform.
€369m
Investment cost
2 Enhance
Following acquisition, we worked closely with management to strengthen TCR's
resilience, scalability and infrastructure characteristics, repositioning it
from a mid-cap private equity asset into a leading global infrastructure
platform. Our focus was on de-risking the business model, strengthening the
commercial strategy, improving operational efficiency and broadening access to
capital, while supporting international expansion and selective M&A.
A key priority was enhancing contract structures and pricing discipline. TCR's
contracts are typically availability-based, with inflation linkage, automatic
renewals and early termination protections, providing visible and predictable
earnings.
We developed a more sophisticated underwriting approach, including a unit
economics tool to track returns across the fleet lifecycle.
We strengthened the credit profile by diversifying the customer base and
extending contract durations, supporting improved financing terms by
attracting a long-term investment grade debt package. Operationally, we
enhanced the management team and key functions, while making significant
progress on sustainability. This included a material reduction in safety
incidents and accelerating the transition to eGSE, with 41% of the fleet
electrified by 2025, positioning TCR as a leader in lower-emission airport
operations. See the Sustainability section of the Annual report and accounts
for further information on how we embedded sustainability at TCR.
3 Accretive growth capex
Disciplined capital deployment underpinned value creation. We supported €891
million of investment in GSE and M&A, with assets typically backed by
contracts rather than speculative growth, ensuring strong return visibility.
The fleet grew by 78% to 41,000 assets by June 2025, the latest financial year
end, with gross book value exceeding €1.0 billion. TCR expanded into new
product categories and pioneered pooling models, improving utilisation and
reducing airport congestion and emissions. Decarbonisation initiatives,
including electrification and charging solutions, created new growth avenues.
International expansion was significant, with airport presence increasing from
100 to 237 globally, supported by six bolt-on acquisitions.
By FY25, TCR had become a scaled global platform, with a fleet around eight
times larger than its nearest competitor.
6
Bolt-on acquisitions
100 to 237
Airport presence expansion
4 Prepare for exit
As TCR matured, our focus shifted to positioning the business as an attractive
investment for large-cap infrastructure investors. By this stage, TCR had
demonstrated the resilience of its model through the Covid-19 pandemic and
built a strong track record of contracted growth, high asset retention and
strong cash generation.
The investment case was clear and compelling: a market-leading provider of
mission-critical airport services, underpinned by infrastructure-like
contracts, high barriers to entry and visible long-term growth.
This future growth included further leasing penetration, international
expansion and increasing demand driven by airport decarbonisation and the
transition to eGSE. In addition, there was significant scope to unlock
operating leverage as newer geographies, particularly in North America and
Asia-Pacific, continue to scale.
5 Realise and recycle
The exit attracted strong interest from global large-cap infrastructure
investors, reflecting the quality of the platform and the success of its
repositioning. Following a competitive process, we agreed the sale of our
stake, alongside our co-investors, also managed by 3i, to Global
Infrastructure Partners, delivering significant proceeds and a material uplift
to carrying value.
This transaction marks the successful repositioning of TCR from a European
private equity asset into a large-cap infrastructure platform. Proceeds are
being recycled into new opportunities, including the LMD campus and bolt-ons
across the existing portfolio, and repaying drawings on the Company's RCF.
"This successful realisation highlights the strength of our investment
strategy"
Bernardo Sottomayor
Managing Partner and Head of European
Infrastructure, 3i Investments plc
Our strategy
Our strategy is to maintain a balanced portfolio of infrastructure investments
delivering an attractive mix of income yield and capital appreciation for
shareholders.
Strategic priorities
Maintaining a balanced portfolio Delivering an attractive mix of income yield and capital growth for FY27 future focus
shareholders.
Maintain diversification of the portfolio by increasing the number of
portfolio companies.
Investing in a diversified portfolio in developed markets, with a focus on the
UK and Europe.
Disciplined approach to new investment Focusing selectively on investments that are value-enhancing to the Company's FY27 future focus
portfolio and with returns consistent with our objectives. c.€301m
Complete the agreed c.€301 million investment in LMD.
We will remain disciplined investors.
Managing the portfolio intensively Driving value from our portfolio through our active asset management approach. FY27 future focus
£116m
Delivering growth through investment in platforms with growth potential.
Invested in add-on acquisitions. Integration of these in Joulz and ESVAGT is a
key priority for FY27.
Maintaining an efficient balance sheet Minimising return dilution to shareholders from holding excessive cash, while FY27 future focus
retaining a good level of liquidity for future investment. £201m
Proforma cash balance of £201 million following the sale of TCR and
investment in LMD.
Sustainability a key driver of performance Ensuring that our investment decisions and asset management approach consider FY27 future focus
both the sustainability risks and opportunities presented. 100%
We expect all portfolio companies to have a Sustainability strategy in place.
Our five priorities work together to deliver on our objectives and KPIs.
Our objectives and KPIs
Our objectives are to provide shareholders with: Our KPIs Rationale and definition Performance over the year
• Total return is how we measure the overall financial performance • Total return of £295 million in the year, or 8.5% on opening NAV
of the Company
• A key driver of the total return was generated from the sale of
• Total return comprises the investment return from the portfolio TCR
and income from any cash balances, net of management and performance fees and
operating and finance costs. It also includes foreign exchange movement and
movement in the fair value of derivatives and taxes
• The portfolio showed good resilience overall with strong
performance in particular from Oystercatcher, Future Biogas, Tampnet, and FLAG
• Total return, measured as a percentage, is calculated against the
opening NAV, net of the final dividend for the previous year, and adjusted (on
a time-weighted average basis) to take into account any equity issued and • The performance of SRL and write-down of DNS:NET detracted from
capital returned in the year the portfolio return
• The hedging programme continues to reduce the volatility in NAV
from exchange rate movements
• Costs were managed in line with expectations
Total return (% on opening NAV)
Target(1) 8% to 10%
2026 8.5%
2025 10.1%
a total return of 8% to 10% per annum, to be achieved over the medium term 2024 11.4%
2023 14.7%
2022 17.2%
(1)Target
To provide shareholders with a total return of 8% to 10% per annum, to be
achieved over the medium term.
Met or exceeded target for 2026 and every prior year shown
a progressive annual dividend per share Annual distribution Rationale and definition Performance over the year
(pence per share)
• This measure reflects the dividends distributed to shareholders • Proposed total dividend of 13.45 pence per share, or £124
each year million, is in line with the target set at the beginning of the year
• The Company's business model is to generate returns from portfolio • Income generated from the portfolio and cash deposits, including
income and capital returns (through value growth and realised capital non-income cash distributions and other income from portfolio companies,
profits). Income, other portfolio company cash distributions and realised totalled £208 million for the year
capital profits generated are used to meet the operating costs of the Company
and to make distributions to shareholders
• Operating costs and finance costs totalled £75 million in the
year
• The dividend is measured on a pence per share basis, and is
targeted to be progressive
• Total income and non-income cash less operating and finance costs
totalled £133 million and therefore the dividend was fully covered for the
year with a surplus of £9 million
• Setting a total dividend target for FY27 of 14.30 pence per share,
6.3% higher than for FY26
2027 Target(2) 14.30p
2026 13.45p
2025 12.65p
2024 11.90p
2023 11.15p
2022 10.45p
(2)Target
Progressive annual dividend per share policy. FY27 dividend target of 14.30
pence per share.
Dividend per share increased every year since IPO
Megatrends
A portfolio shaped by long-term megatrends
Megatrends significantly influence our world, affecting decision making and
changing the demands placed on our economy and services. Identifying the
potential for growth across businesses, sectors and countries serves as a key
driver in our investment decision making and asset management processes.
We seek to diversify the Company's portfolio across a range of megatrends that
will provide a supportive environment for long-term sustainable returns to
shareholders across the economic cycle. We also continually assess underlying
risk factors, both when considering new investment opportunities and in
managing the existing portfolio and its exposure to certain risks, such as
commodity prices and foreseeable technological disruptions.
Some of these megatrends are mutually supportive, such as the need for new
power generation and fibre connectivity for AI data centres.
Portfolio review
We have a high-quality, resilient portfolio of infrastructure businesses, well
positioned to deliver sustainable long-term returns.
The Company's portfolio was valued at £4,285 million at 31 March 2026 (2025:
£3,790 million) and delivered a total portfolio return in the year of £374
million, including income and allocated foreign exchange hedging (2025: £432
million).This total portfolio return is the main contributor to the Company's
total return for the year of £295 million (2025: £333 million). The
composition of the total return is described in more detail in the Financial
review.
Table 1 summarises the valuations and movements in the portfolio, as well as
the return for each investment, for the year.
Adjusted for the agreed commitments to sell TCR and acquire LMD, the portfolio
value would be £3,594 million. The portfolio presented in this section
comprises the current portfolio. The investment in LMD will complete in FY27.
Table 1: Portfolio summary (31 March 2026, £m)
Portfolio
Directors' Directors' Allocated Underlying total
valuation Investment Accrued Foreign valuation foreign portfolio return
31 March in the Divestment income Value exchange 31 March exchange income in in the
Portfolio assets 2025 year in the year movement movement translation 2026 hedging(1) the year year(2)
TCR 639 19(3) - - 300 11 969 (8) 19 322
ESVAGT 584 78(3,4) - 2 (42) 15 637 (9) 60 24
Infinis 480 - - 18 34 - 532 - 18 52
Joulz 334 101(3,4) (6)(5) 1 27 15 472 (7) 9 44
Tampnet 379 6(3) - 1 40 8 434 (6) 14 56
FLAG 382 33(3) - (9) 16 (9) 413 5 35 47
Ionisos 303 12(3,4) - 3 1 12 331 (6) 11 18
Oystercatcher 179 - - - 32 3 214 - 6 41
SRL 193 24(3) - - (72) - 145 - 25 (47)
Future Biogas 122 4(3) - 1 11 - 138 - 5 16
DNS:NET 195 - - 16 (220) 9 - (4) 16 (199)
Total portfolio reported in the Financial statements 3,790 277 (6) 33 127 64 4,285 (35) 218 374
1 Allocated foreign exchange hedging comprises fair value movements on
derivatives and foreign exchange on Euro borrowings.
2 This comprises the aggregate of value movement, foreign exchange translation,
allocated foreign exchange hedging and underlying portfolio income in the
year.
3 Capitalised interest totalling £161 million across the portfolio.
4 These amounts include follow-on investments in Joulz (£94 million), ESVAGT
(£20 million) and Ionisos (£2 million).
5 Shareholder loan repayment (non-income cash).
The total portfolio return in the year of £374 million was 9.6% (2025: £432
million, 11.2%) of the aggregate of the opening value of the portfolio and
follow-on investments (excluding capitalised interest), which totalled £3,906
million.
Performance was strong across the portfolio, driven by outperformance from a
number of portfolio companies, but particularly from Oystercatcher, Future
Biogas, Tampnet, FLAG and the excellent return generated from the sale of TCR.
This was partly offset by underperformance from SRL and the write-down in
DNS:NET.
Table 2 shows the portfolio return in the year for each asset as a percentage
of the aggregate of the opening value of the asset and investments in the
asset in the year (excluding capitalised interest). Note that this measure is
not time-weighted for investments in the year and includes foreign exchange
movements net of hedging.
Table 2: Portfolio return by asset (year to 31 March 2026)
Total portfolio return 9.6%
TCR 50.4%
ESVAGT 4.0%
Infinis 10.8%
Joulz 10.3%
Tampnet 14.8%
FLAG 12.3%
Ionisos 5.9%
Oystercatcher 22.9%
SRL (24.4)%
Future Biogas 13.1%
DNS:NET Written down to zero
Movements in portfolio value
The movements in portfolio value were driven principally by the delivery of
planned cash flows and other asset outperformance as well as follow-on
investments made during the year. A reconciliation of the movement in
portfolio value is shown in Table 3. The portfolio summary shown in Table 1
details the analysis of these movements by asset. Changes to portfolio
valuations arise due to several factors, as shown in Table 4.
The portfolio generated a value gain of £127 million (2025: £219 million) in
the year, alongside income of £218 million (2025: £203 million).
Table 3: Reconciliation of the movement in portfolio value (year to 31 March
2026, £m)
Opening portfolio value at 1 April 2025 3,790
Investment(1) 277
Divestment/capital repaid (6)
Value movement 127
Exchange movement(2) 64
Accrued income movement 33
Closing portfolio value at 31 March 2026 4,285
1 Includes capitalised interest.
2 Excludes movement in the foreign exchange hedging programme.
Portfolio activity
TCR performed strongly over the year, supported by strong commercial momentum
and robust demand for its GSE leasing solutions, alongside disciplined
operational delivery.
The broader market backdrop remained favourable. Aviation activity continued
to underpin demand for GSE full service leasing, while the decarbonisation
tailwind created additional demand for TCR's electric GSE and pooling
solutions, and accelerated progress of new solutions for its customers such as
eGSE charging-as-a-service.
During the year, TCR secured a number of contract wins across its global
network and is progressing plans to enter new countries across Asia and
America.
It continued to pursue selective M&A opportunities globally and agreed a
€100 million upsize of its revolving credit facility to support further
growth. In addition, TCR's GHG emission reduction targets were validated by
the Science Based Targets initiative ('SBTi') during the period, marking an
important milestone in its Sustainability strategy.
The Company initiated a sale process of TCR during the year, which concluded
with the signing of the sale of the business to Global Infrastructure Partners
on 4 March 2026.
ESVAGT had an important year, with its SOV fleet increasing by a third from
nine to 12 vessels through the delivery of one newbuild and the acquisition of
two operational vessels.
During the year, ESVAGT delivered its first dual-fuel e-methanol SOV for
Ørsted, marking a significant milestone. The hybrid-powered vessel, equipped
with battery and dual-fuel technology, is supporting operations at the Hornsea
2 offshore wind farm in the UK North Sea. However, the later-than-planned
delivery required existing vessels to operate as frontrunners for longer,
limiting spot market exposure and weighing on short-term performance. A
further three SOVs are under construction.
ESVAGT also acquired two operational SOVs from Edda Wind on long-term
contracts, providing an immediate EBITDA contribution and establishing M&A
as a new route to growth.
European offshore wind fundamentals remain positive, supported by a strong
tender pipeline and the reaffirmation by European governments of a 300GW North
Sea capacity target by 2050. In the US, policy uncertainty led to delays in
wind farm construction, although projects have since resumed. In contrast,
South Korea represents an attractive growth market, with the KESTO joint
venture securing its first two crew transfer vessel contracts ahead of
forthcoming SOV tenders.
ESVAGT was also affected by continued weakness in the UK ERRV market, driven
by the ongoing windfall tax on oil and gas companies in the UK. However, the
market has seen recent fleet reductions tightening supply, and utilisation and
day rates are expected to improve in 2026.
Infinis performed ahead of expectations during the year, supported by
higher-than-forecast electricity exports from its landfill gas operations.
Although gas and power prices moderated through 2025, this trend has since
reversed with the supply disruption caused by the conflict in the Middle East
expected to benefit the business in the medium term.
Strategically, Infinis is well positioned to scale and diversify its
generation portfolio through the development of solar and battery storage
projects across its brownfield and landfill estate. These sites benefit from
attractive fundamentals, including existing grid connections and relatively
short development timelines. Good progress was made during the year, with 20MW
of new solar and battery capacity coming online and a further 280MW currently
under construction.
The business continues to engage with policymakers regarding potential support
for landfill gas beyond the expiry of the Renewable Obligation Certificate
subsidy support in April 2027.
FLAG performed strongly during the year. Demand for subsea fibre capacity
continues to grow, driven by hyperscaler investment, AI workloads and new
customer segments, while supply of new subsea fibre capacity remains
constrained due to high capital costs, permitting complexity and long
development timelines. Customer churn has reduced and sales momentum has
strengthened.
Heightened geopolitical tensions have increased the importance of route
diversification, further supporting demand for FLAG's network. The recently
acquired India-Asia-Xpress system has outperformed expectations. Earlier in
the year, FLAG invested $70 million in a fibre pair on Google's trans-Pacific
ECHO system, where customer demand remains strong despite minor construction
delays.
Management has initiated an approximately $70 million investment programme to
enhance network resilience, reduce risk in geopolitically sensitive corridors,
support growth in underserved regions and expand European connectivity.
Tampnet delivered performance ahead of expectations, achieving EBITDA
outperformance despite challenging conditions in the UK North Sea. Demand for
high-capacity connectivity continues to grow, driven by AI-enabled operations,
robotics and predictive maintenance.
Tampnet remains the only independent fibre operator in the North Sea and Gulf
of Mexico. While these are mature basins, they continue to offer growth
opportunities through connecting new exploration sites and providing
digitalisation services. The company is also expanding into adjacent offshore
markets, including carbon capture. During the year, Tampnet signed a project
with Porthos in the Netherlands and is working with other customers on
connectivity solutions for planned carbon capture, usage and storage
developments.
Fibre remains the preferred backbone for mission-critical offshore
connectivity, with low Earth orbit ('LEO') solutions emerging as a
complementary layer for resilience and non-critical traffic. Tampnet's
integrated fibre and LEO offering supports customer retention, enables
upselling and broadens its addressable market. The Private Networks segment
continues to grow, with 27 networks installed and contracts secured for a
further 22.
Joulz performed in line with expectations during the year, supported by
long-term contracted revenues and the completion of new installations. Demand
for its behind-the-meter ('BtM') integrated energy solutions remains strong,
driven by customers seeking to decarbonise their operations and to address
constraints arising from electricity grid congestion.
In Q1 2026, Joulz completed the acquisitions of the Italian and Dutch
divisions of Centrica Business Solutions ('CBS') and Engie's Belgian
commercial and industrial ('C&I') solar rooftop business.
CBS designs, installs, finances and maintains BtM energy infrastructure for
C&I customers under long-term contracts, including combined heat and power
plants, solar rooftop and microgrids. The business manages c.280MW of energy
assets. The acquisition will broaden Joulz's solution offering to include
heat, for which it is seeing increasing demand.
Engie's Belgian C&I solar business is the largest C&I-focused solar
rooftop portfolio in Belgium, comprising c.112MWp of operational,
ready-to-build and under-construction installations under long-term contracts
with a blue-chip customer base. Joulz sees material opportunities to offer its
broader suite of BtM energy infrastructure solutions to this existing customer
base, as well as to other Belgian C&I customers.
These two acquisitions increase Joulz's proforma EBITDA by c.70%, add heat
capabilities to its portfolio of solutions, and materially advance Joulz's
strategy to expand into other attractive European markets by establishing
scale platforms in Italy and Belgium - two of Europe's most attractive BtM
energy infrastructure markets. Joulz is also seeing demand from existing
customers to support them in additional countries, and the enlarged Joulz
group will be well positioned for this.
To support completion of the two acquisitions and continued investment in
Joulz's significant organic growth pipeline, 3iN provided Joulz with
additional funding of €107 million.
Ionisos performed slightly below expectations, primarily due to delays to the
completion of the company's new French X-Ray plant and expansion of its German
EO plant. Despite these delays, revenues increased 7% year-on-year and the
long-term outlook remains positive.
We strengthened the management team further in April 2026 with the appointment
of a new CEO.
SRL performed below expectations, with forecast growth not materialising
during the year. This primarily reflects continued constraints on local
authority spending, which have reduced overall market activity and increased
competitive intensity, particularly in lower-cost segments. We have taken a
cautious view on the pace of recovery in our updated valuation.
In response to these headwinds, a new management team was appointed in H1 2026
to strengthen SRL's commercial offering, improve operational performance and
build greater resilience to competitive pressures.
REMOS, the company's remote monitoring solution, has progressed from pilot
deployments into early commercial rollout and remains a strategically
important initiative. While adoption has been slower than initially
anticipated, customer engagement remains strong. REMOS is expected to enhance
SRL's proposition over time, supporting improved service delivery and offering
a differentiated solution as the market recovers.
Oystercatcher's 45%-owned terminal, Advario Singapore ('ADS'), delivered a
strong performance during the year, materially exceeding expectations.
Elevated levels of customer activity drove higher revenues from throughputs
and provision of ancillary services, supplementing the bulk of revenues which
are derived from take-or-pay storage contracts. Contract renewals secured in
2025 were agreed at higher storage rates and with longer tenors than the prior
year, reflecting robust demand for ADS's gasoline storage and blending
capabilities.
Market conditions in Singapore remain favourable, with limited uncontracted
storage capacity across the sector. The strength of the market is underpinned
by the Asia-Pacific region being in a structurally short position in gasoline,
as regional refining capacity is insufficient to meet the region's growing
demand. This structural imbalance is expected to persist in the medium to long
term.
Since May 2023, ADS has also been active in the storage and blending of
sustainable aviation fuel ('SAF') for supply to local markets and for export
further afield. Policy developments in Singapore are supportive for the
ongoing development of the SAF industry in Singapore with the announcement by
the Singapore Government of the introduction of a SAF levy on air fares for
flights departing Singapore from January 2027. The company is actively
engaging with customers to support their renewable fuel strategies and to
capture further opportunities in the energy transition.
Future Biogas performed ahead of expectations during the year. This was driven
by higher exported gas volumes and improved gas yields across its owned AD
plant portfolio. The impact of softer wholesale gas prices throughout 2025 was
mitigated by near-term hedging across the portfolio.
In February 2026, the company completed the acquisition of the Burton Agnes AD
plant in East Yorkshire. The plant currently produces c.40GWh per annum of
biomethane and has been managed by Future Biogas since 2021.
The acquisition further strengthens Future Biogas's portfolio and provides an
opportunity to enhance capacity through targeted upgrades. The plant is now
one of 11 plants operated by Future Biogas and is the 10th plant in which the
company now owns a majority stake.
The development pipeline also continued to progress well, with two new
greenfield AD projects securing full planning consent in the last six months,
taking consented sites to four in total. This progress demonstrates the depth
and quality of the pipeline and positions the platform well for growth.
Gonerby Moor, the UK's first unsubsidised biomethane plant operating under a
15-year gas sales agreement with AstraZeneca, has successfully ramped up to
full operational capacity with gas injection rates exceeding budget in recent
months.
Across the broader portfolio, a number of targeted upgrade initiatives have
been delivered, increasing injection capacity and enhancing operational
efficiency. These improvements have contributed to stronger overall plant
performance and reinforce the platform's ability to drive incremental value
from its existing asset base. Further plant upgrades are planned and underway
for the year ahead.
DNS:NET
DNS:NET is rolling out a fibre-to-the-home ('FTTH') network in Berlin,
Brandenburg and Saxony Anhalt. After initial operational issues, widely shared
by participants across the FTTH sector, the business has been successfully
building its network and connecting customers in its region under the
leadership of a new management team brought in by 3i.
However, the business has been adversely affected by debt financing issues
impacting the wider FTTH sector in Germany. In late 2025 we saw a material
worsening of the lending appetite for German fibre roll-out businesses,
triggered by the news of a significant restructuring of the debt at the
largest alternative network in Germany.
DNS:NET is an outlier in the portfolio as the only business executing an
early-stage infrastructure roll-out plan where value is highly dependent on
the continuing provision of the right mix of new equity and debt funding.
Given the lack of availability of new debt financing for the continued
roll-out of the DNS:NET network, we have concluded that the value of the
existing equity in the company is zero. This is reflected in the portfolio
valuation in this report. We continue to work with lenders on their plans for
the business.
Summary of portfolio valuation methodology
Investment valuations are calculated at the half-year and at the financial
year end by the Investment Manager and then reviewed by the Board. Investments
are reported at the Directors' estimate of fair value at the relevant
reporting date.
The valuation principles used are based on International Private Equity and
Venture Capital ('IPEV') valuation guidelines, generally using a discounted
cash flow ('DCF') methodology (except where a market quote is available),
which the Investment Manager considers to be the most appropriate valuation
methodology for unquoted infrastructure equity investments.
Table 4: Components of value movement (year to 31 March 2026, £m)
Value movement component Value movement in the year Description
Planned growth 211 Net value movement resulting from the passage of time, consistent with the
discount rate and cash flow assumptions at the beginning of the year less
distributions received and capitalised interest in the year.
Other asset performance (22) Net value movement arising from actual performance in the year and changes to
future cash flow projections, including financing assumptions and changes to
regulatory assumptions.
Discount rate movement - Value movement relating to changes in the discount rates applied to the
portfolio cash flows.
Macroeconomic assumptions (62) Value movement relating to changes to macroeconomic out-turn or assumptions,
e.g. power prices, inflation, interest rates and taxation rates. This includes
changes to regulatory returns that are directly linked to macroeconomic
variables.
Total value movement before exchange 127
Foreign exchange retranslation 64 Movement in value due to currency translation to year-end date.
Total value movement 191
Allocated foreign exchange hedging (35)
Total value movement after hedging 156
Where the DCF methodology is used, the resulting valuation is checked against
other valuation benchmarks relevant to the particular investment, including,
for example:
• earnings multiples;
• recent transactions; and
• quoted market comparables.
In determining a DCF valuation, we consider and reflect changes to the two
principal inputs: forecast cash flows from the investment and discount rates.
We consider both the macroeconomic environment and investment-specific value
drivers when deriving a balanced base case of cash flows and selecting an
appropriate discount rate.
The inflation rate in the UK, Europe and US eased modestly during the year,
but remains above the long-term target and has recently began to show signs of
re-acceleration, which has put pressure on supply chain and employee costs.
Our inflation assumptions use market forecasts for 2026 and 2027, followed by
our long-term assumption of 2% CPI across all jurisdictions, or 2.5% for UK
RPI.
The portfolio is positively correlated to inflation, but the ability to pass
cost inflation to customers differs across portfolio companies. As a result,
we take an individualised approach to modelling the impact of inflation.
Longer-term power prices affect the valuation of our energy generating
portfolio companies. The majority of our power price exposure is hedged in the
short to medium term.
Future power price projections are taken from independent forecasters, and
changes in these assumptions will affect the future value of these
investments. Taxes on renewable electricity generators vary in their
applicability and we have considered their impact on each company
individually, based on their circumstances.
As a 'through-the-cycle' investor with a strong balance sheet, we consider
valuations in the context of the longer-term value of the investments. This
includes consideration of climate change risk and stranded asset risk.
Factors considered include physical risk, litigation risk linked to climate
change, and transition risk (for example, assumptions on the timing and extent
of decommissioning of North Sea oil fields, which affects Tampnet and ESVAGT).
We take a granular approach to these risks, for example, each relevant
offshore oil and gas field has been assessed individually to forecast the
market over the long term, and a low terminal value has been assumed at the
end of the forecast period.
In the case of stranded asset risk, we consider long-term threats that may
impact value materially over our investment horizon, for example,
technological evolution, climate change or societal change.
For ESVAGT, which operates ERRVs in the North Sea servicing sectors, including
the oil and gas market, we do not assume any new vessels or replacement
vessels in our valuation for that segment of the business.
A number of our portfolio companies are set to benefit from long-term
megatrends and, in the base case for each of our valuations, we take a
balanced view of potential factors that we estimate are as likely to result in
underperformance as outperformance.
Discount rate
Table 5 shows the movement in the portfolio's weighted average discount rate
over the past five years and the position as at 31 March 2026. The weighted
average discount rate fell in FY26 from 11.3% to 11.1% reflecting the write
down in DNS:NET and the removal of TCR which is now valued on an expected
sales basis.
The range of discount rates used in individual valuations at 31 March 2026
spans from 10.3% at the lower end to 13.0% at the upper end. This is broadly
in line with the prior year's range (2025: 10.3% to 14.0%). Our discount rates
are consistent with our long-term assumptions for inflation and interest
rates; this is discussed in more detail in Note 7 to the Financial statements.
The end of the financial year saw increases in risk-free rates across Europe
primarily driven by an expansion in risk premia amid heightened geopolitical
uncertainty caused by the prolonged Middle East crisis, discussed in further
detail in the Risk review. However, given the significant risk premium
included in our long-term discount rates and the continued appetite for
high-quality infrastructure businesses, this did not impact the discount rates
used to value our portfolio companies at 31 March 2026.
Table 5: Portfolio weighted average discount rate (31 March, %)
March 26 range 10.3% to 13.0%
March 26 11.1%
March 25 11.3%
March 24 11.3%
March 23 11.3%
March 22 10.9%
Portfolio company debt
Our portfolio companies are funded by long-term non-recourse senior-secured
debt alongside equity from the Company and other shareholders. There were no
mezzanine or junior debt structures within our portfolio at 31 March 2026
(2025: none).
In recent years, the Investment Manager has proactively refinanced facilities
across the portfolio, extending the term of the debt and securing low fixed
rates or hedged interest rates.
When considering the appropriate quantum of debt for a portfolio company, we
typically look for an investment grade level of risk. Some portfolio companies
have an investment grade credit rating from a credit rating agency. Table 6
below shows the percentage of debt maturing in each financial year across the
portfolio. The table now excludes TCR following the binding commitment to sell
the company. The average loan-to-value ('LTV') ratio across the portfolio is
34% (2025: 35%).
Table 6: Portfolio company leverage (% of debt maturing in each financial
year)
Financial Year Debt maturing
FY27 4%
FY28 6%
FY29 5%
FY30 57%
FY31 25%
FY32 -%
FY33 3%
Investment track record
As shown in Table 7, since its launch in 2007, 3i Infrastructure has built a
portfolio that has provided:
• significant income, supporting the delivery of a progressive
annual dividend;
• consistent capital growth; and
• strong capital profits from realisations.
These have contributed to an 18% annualised asset Internal Rate of Return
('IRR') since the Company's inception. The European portfolio has generated
strong returns, in line with, or in many cases ahead of, expectations.
These returns were underpinned by substantial cash generation in the form of
income or capital profits.
The value created through this robust investment performance has been
crystallised in a number of instances through well-managed realisations, shown
as 'Realised assets' in Table 7.
While the Company is structured to hold investments over the long term, it has
sold assets where compelling offers will generate additional shareholder
value.
Portfolio asset returns in Table 7 include an allocation of foreign exchange
hedging where applicable.
Table 7: Portfolio asset returns throughout holding period
Value Proceeds on
including disposals/
Total accrued capital Cash Money
cost income returns income multiple
Current portfolio (£m)
TCR 304 969 64 69 3.6x
ESVAGT 349 637 - 18 1.9x
Infinis 352 532 92 140 2.2x
Joulz 291 472 11 30 1.8x
Tampnet 187 434 - 53 2.6x
FLAG 318 413 - 40 1.4x
Ionisos 193 331 - 15 1.8x
Oystercatcher 139 214 155 188 4.0x
SRL 191 145 1 4 0.8x
Future Biogas 93 138 - - 1.5x
DNS:NET 259 - - - Written down to zero
Money
multiple IRR
Realised assets (Total return)
TCR(1) 3.6x 20%
Valorem 3.6x 21%
Attero 2.7x 22%
WIG 1.7x 27%
XLT 5.9x 40%
Elenia 4.5x 31%
AWG 3.3x 16%
Eversholt 3.3x 41%
Others(2) 1.5x 11%
Weighted average 2.8x
Portfolio asset returns include allocation of foreign exchange hedging where
applicable.
1 TCR estimated proceeds at completion are included.
2 Others includes the Projects portfolio, junior debt portfolio, T2C, Novera and
the 3i India Infrastructure Fund.
Financial review
"We delivered our target return and improved our liquidity position to fund
new investments."
James Dawes
CFO, 3i Infrastructure
The Company delivered NAV growth and increased its dividend per share.
Key financial measures (year to 31 March) 2026 2025
Total return(1) £295m £333m
NAV £3,737m £3,562m
NAV per share 405.2p 386.2p
Total income(2) £218m £204m
Total income and non-income cash(3) £208m £376m
Portfolio asset value £4,285m £3,790m
Net debt(4) £(531)m £(256)m
Total liquidity(5) £669m £644m
1 IFRS Total comprehensive income for the year.
2 Total income comprises Investment income and Interest receivable.
3 Total income and non-income cash comprises Total income, non-income cash of
£6 million and an adjustment of £16 million relating to DNS:NET.
4 Net debt comprises cash balances of £4 million (2025: £4 million) less £535
million (2025: £260 million) drawn balance under the Company's £1.2 billion
RCF (2025: £900 million).
5 Includes cash balances of £4 million (2025: £4 million) and £665 million
(2025: £640 million) undrawn balances available under the Company's £1.2
billion RCF (2025: £900 million).
The Company delivered a resilient performance over the year, meeting its
return target and generating encouraging capital growth across the majority of
the portfolio. The proposed FY26 dividend of 13.45 pence per share was fully
covered. The target dividend for FY27 of 14.30 pence per share is an increase
of 6.3% over FY26.
As described above, the Company's strategy is to seek to deliver an attractive
mix of income yield and capital appreciation for shareholders, with a total
return of 8% to 10% to be achieved over the medium term.
In this Financial review we provide a more detailed analysis of our progress
across each of the key components that comprise our total return. The
Company's total return of £295 million comprises both capital return and
foreign exchange movements, income and costs.
The Company's objective is to fully cover the dividend to shareholders through
income and non-income cash generated, net of costs. Further information on
dividend cover is available below.
Returns
Total return
The Company generated a total return for the year of £295 million,
representing an 8.5% return on opening NAV net of the prior year final
dividend (2025: £333 million,10.1%). This performance is in line with the
target return of 8% to 10% per annum, to be achieved over the medium term.
There was strong performance across the portfolio, particularly from
Oystercatcher, Future Biogas, Tampnet, FLAG and the excellent return generated
from the sale of TCR, partially offset by underperformance from SRL and the
write-down in DNS:NET. Changes in the valuation of the Company's portfolio
assets are described in the Movements in portfolio value section of the
Portfolio review.
Our portfolio companies continue to generate discretionary growth
opportunities that are accretive to our investment cases. Total net investment
in the year was £116 million, comprising further investment in ESVAGT, Joulz
and Ionisos.
An analysis of the elements of the total return for the year is shown in Table
8.
The Company maintained low levels of uninvested cash throughout the year and
actively managed its liquidity position through drawing on its £1.2 billion
RCF. Amounts drawn under the RCF at 31 March 2026 were £535 million (2025:
£260 million).
Table 8: Summary total return (year to 31 March, £m)
2026 2025
Capital return (excluding exchange) 127 219
Foreign exchange movement in portfolio 64 (37)
Capital return (including exchange) 191 182
Movement in fair value of derivatives and exchange on EUR borrowings (35) 47
Net capital return 156 229
Total income 218 204
Costs(1) (79) (100)
Total return 295 333
1 Includes no non-portfolio related exchange (2025: gain of £2 million).
Table 9: Reconciliation of the movement in NAV (year to 31 March 2026, £m and
pence per share)
£m Pence per share
Opening NAV at 1 April 2025(1) 3,504 379.9
Capital return 127 13.8
Net foreign exchange movement(2) 29 3.1
Total income 218 23.6
Net costs including management fees (79) (8.5)
NAV before distributions 3,799 411.9
Distribution to shareholders (62) (6.7)
Closing NAV at 31 March 2026 3,737 405.2
1 Opening NAV of £3,562 million net of final dividend of £58 million for the
prior year.
2 Net foreign exchange movement comprises the gain on the foreign exchange in
the portfolio of £64 million less the loss on the fair value of derivatives
and exchange on EUR borrowings of £35 million.
Capital return
The portfolio generated a value gain of £127 million in the year to 31 March
2026 (2025: £219 million), as shown in Table 9. There was a positive
contribution across the majority of the portfolio with the largest increases
from TCR (£300 million), Tampnet (£40 million), Infinis (£34 million) and
Oystercatcher (£32 million). There was a negative contribution from DNS:NET
(£220 million) and SRL (£72 million). These value movements are described in
the Portfolio review section.
Sensitivities
The sensitivity of the portfolio to key inputs to our valuations is shown in
Table 10 and described in more detail in Note 7 to the financial statements.
The portfolio valuations are positively correlated to inflation. The
longer-term inflation assumptions beyond two years remain consistent with
central bank targets, e.g. UK and European CPI at 2%.
The sensitivities shown in Table 10 are indicative and are considered in
isolation, holding all other assumptions constant. Timing and quantum of price
increases will vary across the portfolio and the sensitivity may differ from
that modelled.
Changing the inflation rate assumption may necessitate consequential changes
to other assumptions used in the valuation of each asset.
Discount rates used are consistent with longer-term inflation of 2%. For
comparison, we show a sensitivity to inflation over the first two years of the
cashflows which retains the longer-term inflation assumption at 2% as well as
a sensitivity where inflation is changed over all periods in the cashflow
models. The impact of changes to the discount rates used is of a similar
magnitude, but offsets the impact of changes to inflation over all periods of
the models.
Table 10: Portfolio sensitivities (year to 31 March 2026)
Sensitivity -1% +1%
Discount rate £313m 7.3% £(274)m (6.4)%
Inflation £(314)m (7.3)% £348m 8.1%
Inflation (for two years) £(32)m (0.7)% £34m 0.8%
Interest rate £169m 3.9% £(166)m (3.9)%
Foreign exchange impact
The portfolio is diversified by currency as shown in Table 11. We aim to
deliver steady NAV growth for shareholders, and the foreign exchange hedging
programme helps us to do this by reducing our exposure to fluctuations in the
foreign exchange markets.
Portfolio foreign exchange movements, after accounting for the hedging
programme, increased the net capital return by £29 million (2025: £10
million).
The reported foreign exchange gain on investments was £64 million (2025: loss
of £37 million). This was partially offset by a £35 million loss on the
hedging programme (2025: gain of £47 million). The positive hedge benefit
resulted from favourable interest rate differentials on the hedging programme.
Table 11: Portfolio value by currency (as at 31 March 2026)
EUR 41%
GBP 19%
DKK 15%
USD 10%
NOK 10%
SGD 5%
Income
The portfolio generated income of £218 million in the year (2025: £203
million). Of this amount, £13 million was through dividends (2025: £7
million) and £205 million through interest on shareholder loans (2025: £196
million). In addition, the Company earned less than £1 million of interest
receivable on deposits (2025: £1 million).
Total income and non-income cash is shown in Table 12.
Total income and non-income cash of £208 million in the year was lower than
last year, due to strong non-income cash from TCR and Oystercatcher following
refinancings in the prior year (2025: £376 million).
The write-down of interest accrued from DNS:NET during the year has been
deducted from Total income and non-income cash.
Table 12: Total income and non-income cash (year to 31 March, £m)
2026 2025
Total income 218 204
DNS:NET interest write-down (16) -
Non-income cash 6 172
Total 208 376
Non-income cash receipts reflect distributions from underlying portfolio
companies, which would usually be income to the Company, but which are
distributed as a repayment of investment for a variety of reasons. While
non-income cash does not form part of the total return shown in Table 8, it is
included when considering dividend coverage.
Interest income from the portfolio was lower than prior year, reflecting the
write-down of DNS:NET, partly offset by increased income following further
investment in Joulz and ESVAGT. Dividend income was above the prior year due
to dividends received from Oystercatcher.
A breakdown of income and non-income cash compared with the prior year is
provided in Table 13.
Table 13: Breakdown of Total income and non-income cash (year to 31 March
2026, £m)
FY26 FY25
Dividend 13 7
Interest 189 196
Non-income cash 6 172
Other interest 0 1
Costs
Management and performance fees
During the year to 31 March 2026, the Company incurred management fees of £53
million (2025: £49 million), including transaction fees of £4 million (2025:
less than £1 million). The fees, payable to 3i plc, consist of a tiered
management fee, and a one-off transaction fee of 1.2% payable in respect of
new investments. The management fee tiers range from 1.4%, reducing to 1.2%
for any proportion of gross investment value above £2.25 billion.
An annual performance fee is also payable by the Company, amounting to 20% of
returns above a hurdle of 8% of the total return. This performance fee is
payable in three equal annual instalments, with the second and third
instalments only payable if certain future performance conditions are met.
This hurdle was exceeded for the year ended 31 March 2026, resulting in a
performance fee payable to 3i plc in respect of the year ended 31 March 2026
of £4 million (2025: £18 million).
The first instalment of £1 million will be paid in May 2026, along with the
second instalment of £6 million relating to the FY25 performance fee, and the
third instalment of £8 million relating to the FY24 performance fee.
For a more detailed explanation of how management and performance fees are
calculated, please refer to Note 18 of the financial statements.
Other operating and finance costs
Operating expenses, comprising Directors' fees, service provider costs and
other professional fees, totalled £4 million in the year (2025: £4 million).
Finance costs of £18 million (2025: £31 million) in the year comprised
arrangement and commitment fees for the Company's £1.2 billion RCF and
interest on drawings. Finance costs were lower than in FY25 due to lower
average monthly drawings and a decrease in interest rates.
Balance sheet
The NAV at 31 March 2026 was £3,737 million (2025: £3,562 million). The
principal components of the NAV are the portfolio assets, cash holdings, the
fair value of derivative financial instruments, borrowings under the RCF and
other net assets and liabilities. A summary balance sheet is shown in Table
14.
At 31 March 2026, the Company's net assets after the deduction of the proposed
final dividend would be £3,675 million (2025: £3,504 million).
Table 14: Summary balance sheet (at 31 March, £m)
2026 2025
Portfolio assets 4,285 3,790
Cash balances 4 4
Derivative financial instruments 8 77
Borrowings (535) (260)
Other net liabilities (25) (49)
NAV 3,737 3,562
Cash and other assets
Cash balances at 31 March 2026 totalled £4 million (2025: £4 million).
Cash on deposit was actively managed by the Investment Manager and there are
regular reviews of counterparties and their limits. Cash is principally held
in AAA-rated money market funds.
Other net liabilities predominantly comprise a performance fee accrual of £24
million (2025: £50 million), including amounts relating to prior year fees.
The movement from March 2025 is due to the accrual of the FY26 performance fee
of £4 million and £29 million of prior year performance fees were paid
during the year.
Borrowings
The Company exercised its RCF accordion of £300 million in the year as a
bridge to proceeds from the sale of TCR for up to 12 months. As at 31 March
2026, drawings on the Company's £1.2 billion multi-currency RCF were £535
million (2025: £260 million). The base RCF of £900 million, excluding the
£300 million commitments under the accordion feature, was extended by one
year to June 2029.
During the year, the Company drew on the RCF in euros, which reduced the cost
of finance compared to borrowing in sterling and acted as a natural currency
hedge against our euro investments, reducing the size of the FX hedging
programme. Over the year, the average cost of RCF debt drawn was 3.4% (2025:
4.9%), considerably below the expected return from the portfolio indicated by
the weighted average discount rate of 11.1% at 31 March 2026 (2025: 11.3%).
The current cost of drawings based on the latest Euribor and margin on the RCF
at 11 May 2026 is 3.4%.
Following the receipt of the TCR sale proceeds and the investment in LMD, we
expect the proforma cash position to be £201 million, which materially
strengthens the Company's balance sheet and available liquidity.
NAV per share
The total NAV per share at 31 March 2026 was 405.2 pence (2025: 386.2 pence).
This reduces to 398.4 pence (2025: 379.9 pence) after the payment of the final
dividend of 6.725 pence (2025: 6.325 pence). There are no dilutive securities
in issue.
Dividend and dividend cover
The Board has proposed a dividend for the year of 13.45 pence per share, or
£124 million in aggregate (2025: 12.65 pence; £116 million). This is in
line with the Company's target announced in May last year.
When considering the coverage of the proposed dividend, the Board assesses the
income earned from the portfolio, interest received on cash balances and any
additional non-income cash distributions from portfolio assets which do not
follow from a disposal of the underlying assets, as well as the level of
ongoing operational costs incurred in the year. The Board also takes into
account any surpluses retained from previous years, and net capital profits
generated through asset realisations, which it considers available as dividend
reserves for distribution.
Table 15 shows the calculation of dividend coverage and dividend reserves. The
dividend was fully covered for the year with a surplus of £9 million (2025:
£175 million).
The retained amount available for distribution, following the payment of the
final dividend and the performance fee, will be £1,220 million (2025:
£1,215 million). This is a substantial surplus, which is available to support
the Company's progressive dividend policy, particularly should dividends not
be fully covered by income in a future year.
Table 16 shows that the Company has consistently covered the dividend over the
last five years.
Table 15: Dividend cover (year to 31 March, £m)
2026 2025
Total income and non-income cash 208 376
Operating costs, including management fees (75) (84)
Dividends paid and proposed (124) (117)
Dividend surplus for the year 9 175
Dividend reserves brought forward from prior year 1,215 880
Realised gain over cost on disposed assets(1) - 178
Performance fees (4) (18)
Dividend reserves carried forward 1,220 1,215
1 Realised gain on the sale of TCR will be reflected at completion in FY27.
Table 16: Dividend cover (five years to 31 March 2026, £m)
Net Dividend
income(1)
March 2026 133 124
March 2025 292 117
March 2024 120 110
March 2023 136 101
March 2022 93 93
1 Net income is Total income and non-income cash less operating costs.
Ongoing charges ratio
The ongoing charges ratio measures annual operating costs, as disclosed in
Table 17, against the average NAV over the reporting period.
The Company's ongoing charges ratio is calculated in accordance with the
Association of Investment Companies ('AIC') recommended methodology and was
1.43% for the year to 31 March 2026 (2025: 1.53%). The cost items that
contributed to the ongoing charges ratio are shown in Table 17.
The AIC methodology does not include transaction fees, performance fees or
finance costs. However, the AIC recommends that the impact of performance fees
on the ongoing charges ratio is noted, where performance fees are payable. The
ratio including the performance fee was 1.54% (2025: 2.04%). The total return
of 8.5% for the year, presented elsewhere in this report, is after deducting
this performance fee and ongoing charges.
Table 17: Ongoing charges (year to 31 March, £m)
2026 2025
Investment Manager's fee 49.2 49.3
Auditor's fee 0.8 0.8
Directors' fees and expenses 0.6 0.6
Other ongoing costs 2.3 2.1
Total ongoing charges 52.9 52.8
Ongoing charges ratio 1.43% 1.53%
Alternative Performance Measures ('APMs')
We assess our performance using a variety of measures that are not
specifically defined under IFRS and are therefore termed APMs. The APMs that
we use may not be directly comparable with those used by other companies.
These APMs provide additional information on how the Company has performed
over the year, and are all financial measures of historical performance.
The APMs are consistent with those disclosed in prior years.
• Total return on opening NAV reflects the performance of the
capital deployed by the Company during the year. This measure is not
influenced by movements in share price or ordinary dividends to shareholders.
This is a common APM used by investment companies
• The NAV per share is a measure of the underlying asset base
attributable to each ordinary share of the Company and is a useful comparator
to the share price. This is a common APM used by investment companies
• Total income and non-income cash is used to assess dividend
coverage based on distributions received and accrued from the investment
portfolio
• Investment value including commitments measures the total value of
shareholders' capital deployed by the Company
• Total portfolio return percentage reflects the performance of the
portfolio assets during the year
• Net debt and Total liquidity are measures of the Company's ability
to make further investments and meet its short-term obligations
• Portfolio debt to enterprise value is a measure of underlying
indebtedness of the portfolio companies
The definition and reconciliation to IFRS of the APMs are shown below.
APM Purpose Calculation Reconciliation to IFRS
Total return on opening NAV A measure of the overall financial performance of the Company. It is calculated as the total return of £295 million, as shown in the The calculation uses IFRS measures.
Statement of comprehensive income, as a percentage of the opening NAV of
£3,562 million net of the final dividend for the previous year of £58
million. There was no equity issued or capital returned during the year.
For further information see the KPI section.
NAV per share A measure of the NAV per share in the Company. It is calculated as the NAV divided by the total number of shares in issue at The calculation uses IFRS measures and is set out in Note 14 to the accounts.
the balance sheet date.
Total income and non-income cash A measure of the income and other cash receipts by the Company which support It is calculated as the total income from the underlying portfolio and other Total income uses the IFRS measures; Investment income and Interest
the payment of expenses and dividends. assets plus non-income cash, being the repayment of investment not resulting receivable. The non-income cash, being the proceeds from partial realisations
from the disposal of an underlying portfolio asset. Income accrued during the of investments, is shown in the Cash flow statement. The realisation proceeds
year from DNS:NET has been deducted from this measure following the write-down which result from a partial sale of an underlying portfolio asset are not
of the investment. This is used as one of the components for assessing the included within non-income cash. Investment income accrued during the year
dividend coverage as discussed above. relating to DNS:NET has been deducted from this measure following the
write-down of the investment.
Investment value including commitments A measure of the size of the investment portfolio including the value of It is calculated as the portfolio asset value of £4,285 million plus the The portfolio asset value is the Investments at fair value through profit or
further contracted future investments and divestments committed by the value of the contracted commitments. As at 31 March 2026, this included the loss reported under IFRS. The value of future commitments is set out in Note
Company. agreed sale of TCR, reflected within the portfolio asset value at £969 16 to the accounts.
million, and a new investment in LMD of £262 million.
Total portfolio return percentage A measure of the financial performance of the portfolio. It is calculated as the total portfolio return in the year of £374 million, The calculation uses capital return (including exchange), movement in fair
as shown in Table 1, as a percentage of the sum of the opening value of the value of derivatives, underlying portfolio income, opening portfolio value and
portfolio and follow-on investments (excluding capitalised interest) of investment in the year. The reconciliation of all these items to IFRS is shown
£3,906 million. in Table 1, including in the footnotes.
i) Net debt A measure of the Company's ability to make further investments and meet its i) Net debt is calculated as the cash balance of £4 million less the drawn The calculation uses the cash balance, which is an IFRS measure, and drawn and
short-term obligations. balance under the Company's RCF of £535 million. undrawn balances available under the Company's RCF as described in Note 11 to
ii) Total liquidity
the accounts.
ii) Total liquidity is calculated as the cash balance of £4 million plus the
undrawn balance available under the Company's RCF of £665 million.
Portfolio debt to enterprise value A measure of underlying indebtedness of the portfolio companies. It is calculated as total debt, as a percentage of the enterprise value of the The calculation is a portfolio company measure and therefore cannot be
portfolio companies, and does not include indebtedness of the Company. reconciled to the Company's accounts under IFRS.
Risk Report
"Our consistent risk governance framework underpins our delivery of long-term
sustainable returns."
Martin Magee
Chair, Audit and Risk Committee
The Company has continued to deliver resilient performance during the year,
despite a challenging geopolitical and macroeconomic environment.
While the majority of the portfolio has performed in line with expectations, a
deterioration in financing conditions within the German fibre roll-out sector
resulted in the Company's investment in DNS:NET being written down to zero.
Across the listed infrastructure sector, shares have continued to trade at
discounts to NAV, reflecting the impact of higher interest rates,
notwithstanding recent reductions in base rates. This has restricted listed
infrastructure trusts from issuing new shares and accessing new equity.
Net debt increased from £256 million to £531 million during the year. The
increase in the RCF of £300 million, bringing total committed credit
facilities to £1.2 billion, and the sale of TCR, which is expected to
complete in Q3 2026, is anticipated to materially strengthen the Company's
balance sheet and liquidity position.
In these circumstances, the Audit and Risk Committee (the 'Committee') has
worked closely with the Investment Manager to assess and understand the
implications of these developments on the Company's principal, key and
emerging risks.
Actual and potential changes in the macroeconomic environment were considered
at each Committee meeting during the year. In particular, the impact of
evolving geopolitical events was analysed and discussed in detail at the
Committee's most recent meeting in April 2026.
The Company's liquidity position was monitored throughout the year, reflecting
its importance to the resilience of the business model. In addition, the Board
and the Committee received regular market insight from the Company's brokers
and other advisers regarding trading conditions for the Company's shares.
The Committee oversees a comprehensive risk management framework designed to
systematically identify, assess and monitor the principal, key and emerging
risks facing the Company. This framework supports informed decision making by
the Board in relation to performance, liquidity, capital structure and the
sustainability of the Company's business model.
Risk framework
Risk-related reporting
Internal External
• Monthly management accounts • Risk appetite
• Internal and external audit reports • Viability statement
• Service provider control reports • Resilience statement
• Risk logs • Internal controls
• Compliance reports • Going concern
• Risk-related reporting • Statutory/accounting disclosures
Despite the ongoing geopolitical and economic challenges, the Company has
delivered good results during the year. This performance reflects disciplined
and adaptive decision making, underpinned by the consistent application of the
Company's risk management processes. The Board remains confident that this
robust framework is fundamental to maintaining the Company's strong long-term
track record.
During the year, the Committee and the Investment Manager undertook the second
year of a three-year rolling programme of risk reviews. This process is
designed to identify and assess the impact and likelihood of the principal,
key and emerging risks relevant to the Company.
A number of risks were reassessed to reflect developments during the year, and
the register of emerging risks was refreshed. As a result, the risk register
and risk matrix were updated, and the alignment of the identified principal
risks with the Company's strategic objectives was reviewed. This process is
described in further detail below.
The following sections set out the Company's approach to risk identification
and management. They describe the principal risks facing the Company, the
Committee's assessment of their potential impact on the Company and its
portfolio in the current environment, and the measures in place to mitigate
those risks.
Risk governance approach
The Board has overall responsibility for the assessment of risk and for the
Company's risk management framework. In doing so, it seeks to maintain an
appropriate balance between risk mitigation and the delivery of sustainable,
long-term risk-adjusted returns for shareholders. The Company's approach to
risk management is underpinned by the Board's values of Integrity,
Objectivity, Accountability and Legacy.
The Committee oversees the design, implementation and ongoing operation of the
risk management framework, including the methodology and processes used to
identify, assess and manage risks. A key objective of the Committee is to
promote a consistent approach to risk management across the Company's
strategy, business objectives, policies and procedures.
The Committee considers the most significant current and emerging risks facing
the Company, drawing on a range of quantitative and qualitative information.
This includes portfolio 'vintage' controls that assess concentration by
geography and sector; regular reporting of financial and non-financial KPIs
and key risk indicators ('KRIs') from the portfolio, including leverage and
sustainability metrics; and detailed liquidity reporting. Longer-term risks,
together with new and emerging risks, are assessed through the Company's
structured risk review process.
The Company also places reliance on the risk management frameworks operated by
the Investment Manager and other key service providers, as well as on the risk
management practices in place at each portfolio company.
Risk management reports are received regularly from the Investment Manager and
other service providers. In addition, members of the Investment Manager's team
represent the Company on the boards of portfolio companies, providing direct
oversight and insight that informs risk identification, assessment and
reporting.
Risk appetite
The Committee reviews the Company's risk appetite on an annual basis and,
during the year, confirmed that it remained broadly unchanged. The Company's
risk appetite is considered in the context of the principal risks set out
below.
As an investment company, the Company necessarily accepts investment risk in
pursuit of its objectives. The Company's appetite for investment risk is set
out in the Our business model section and the Investment policy contained in
this document. All investments are made in accordance with the Investment
Manager's RI policy, which is a core component of the Company's approach to
risk management. In a competitive environment for new investments, the
consistent application of investment discipline remains critical. The Company
has a low appetite for regulatory, compliance and conduct-related risks and
seeks to manage environmental, social and governance risks through its RI
framework and active ownership approach.
Investment discipline is applied equally to investment and realisation
decisions, including the realisation of TCR during the year. The Company's
investment procedures are rigorous and comprehensive, ensuring that both entry
and exit decisions are subject to robust analysis and appropriate governance.
The Company's target risk-adjusted return objective of delivering 8% to 10%
per annum over the medium term remains consistent with the underlying
investment cases of the current portfolio.
As the portfolio evolves, the range of expected returns across individual
investments may broaden. This may include a combination of higher risk /
higher return 'value-add' investments and lower risk / lower return 'core'
investments. The Company recognises that this could result in greater
variability in returns at an individual asset level.
This potential volatility is mitigated through diversification across sectors,
geographies and underlying economic risk exposures. Reflecting the Company's
current liquidity position, the focus during the year has been on investing
through the existing portfolio, where the Board considers more attractive
risk-adjusted returns can be achieved than through new platform investments.
Following the realisation of TCR the Company maintained diversification
through a new investment in LMD.
The Company has deliberately constructed a diversified portfolio while
maintaining a disciplined assessment of the risks faced by its portfolio
companies. The Committee reaffirmed that the Company's risk appetite for
core-plus infrastructure investments remains unchanged and continues to align
with the Company's investment mandate and return objectives. Recent
macroeconomic uncertainty has tested the appropriateness of the Company's
business model and risk appetite; overall, the portfolio has demonstrated
resilience, supported by diversification across infrastructure subsectors and
underlying risk types. The benefit of diversification can be seen in the
resilience of the overall return to the write-down of DNS:NET. The Committee
also considers the Company's risk appetite under a range of downside and
stressed scenarios, including prolonged periods of market volatility, reduced
liquidity and higher interest rates.
The Company adopts a conservative approach to capital management. It has no
appetite for permanent gearing, and the achievement of its return objectives
is not dependent on the use of leverage. The Company operates a flexible
funding model and has historically been an infrequent issuer of new equity in
the listed infrastructure market.
During the year, the Company's shares traded at a discount to published net
asset value, limiting the ability to issue new equity and increasing the
importance of the RCF in bridging the timing between investment, realisation
and cash generation from the portfolio. The base £900 million RCF was
extended by a year and now matures in June 2029. An additional £300 million
commitment under an accordion feature is available until March 2027.
The Company seeks to limit the impact of foreign exchange movements on net
asset value through a combination of euro-denominated drawings under the RCF
and a foreign exchange hedging programme.
Risk review process
The principal tools used by the Committee to assess the Company's appetite for
key risks are the risk register and the risk matrix.
The process for developing, reviewing and updating the risk register and risk
matrix is described below, together with an explanation of the Company's
appetite for each of the key risks.
In addition to investment risk, which is discussed above, the Company actively
manages and seeks to limit exposure to other risks in order to maintain risk
exposures within acceptable parameters.
The Company's risk review process includes the regular monitoring of key
strategic and financial metrics that are considered indicators of potential
changes in the Company's overall risk profile.
Formal risk reviews are undertaken three times a year, with the most recent
review conducted in April 2026. These reviews consider a wide range of
internal and external factors, including, but not limited to:
• infrastructure sector and broader market overviews;
• key macroeconomic indicators and their impact on the performance
and valuation of portfolio companies;
• regular updates on the operational and financial performance of
portfolio companies;
• experience gained from investment and divestment processes;
• compliance with regulatory obligations, including climate-related
regulations;
• analysis of new and emerging regulatory initiatives;
• liquidity management;
• assessment of climate-related risks to the portfolio, including
physical, transition and litigation risks;
• consideration of scenarios that could impact the Company's
long-term viability;
• assessment of emerging risks; and
• review of the Company's risk log of relevant incidents or issues
arising during the year.
The Committee uses the risk management framework to identify, monitor and
assess both key and emerging risks, and to evaluate changes in the Company's
risk profile over time. The framework is designed to manage, rather than
eliminate, the risk of failing to achieve the Company's objectives or of
breaching its risk appetite.
Throughout the year, the Committee monitors those key and principal risks that
have the potential to materially affect the achievement of the Company's
strategic objectives.
For each identified risk, the Committee assesses both the likelihood of
occurrence and the potential impact, taking into account the Company's
strategy and business model. Risks are assessed over two time horizons: within
three years; and beyond three years. The outcomes of this assessment are
reflected in the risk matrix.
Mitigating controls are identified for each risk and their effectiveness is
assessed. Where appropriate, additional controls are implemented and their
operation reviewed at subsequent Committee meetings.
The principal risks identified through this process are considered in more
detail as part of the Company's viability assessment. This assessment
evaluates a range of plausible scenarios, including stressed scenarios, that
could arise if these risks were to materialise. As an investment company, the
stressed scenarios focus primarily on reduced cash flows from the investment
portfolio, which could result in debt covenant breaches or the inability to
meet liabilities as they fall due.
The Investment Manager models the impact of these scenarios on the Company and
reports the results to the Committee. The conclusions of this analysis are
reflected in the viability assessment included within this Risk report.
Risk categorisation
The Committee uses the following categorisation to describe risks that are
identified during the risk review process.
Emerging risks Key risks Principal risks
An emerging risk is one that may in future be likely to have a material impact A key risk is considered currently to pose the risk of a material impact on The Committee maintains a risk matrix, onto which all the key risks on the
on the performance of the Company and the achievement of our long-term the Company. These are documented in a risk register. Risks may be identified risk register are mapped by impact and likelihood. The principal risks are
objectives, but that is not yet considered to be a key risk and is subject to as emerging risks and subsequently become key risks. Identified key risks may identified on the risk matrix as those with the highest combination of impact
uncertainty as to nature, impact and timing. cease to be considered key risks over time. and likelihood scores. These are disclosed in the Principle risk and
mitigation table below.
Review during the year
In November 2025, the Committee reassessed the Company's identified key risks
and considered whether any updates were required to the list of emerging risks
facing the Company. This included a 'blank sheet of paper' exercise, during
which each Director, together with selected members of the Investment
Manager's team, identified the most significant emerging risks and discussed
changes in the impact and likelihood of the Company's key risks. The same
risks were also considered over a period beyond three years, together with the
Company's risk appetite.
In December 2025, the Investment Manager analysed the information gathered
through this process and documented both emerging and key risks. Key risks
were scored for impact and likelihood over a three-year period and plotted on
a risk matrix. Those risks with the highest combined impact and likelihood
were identified as principal risks.
In January 2026, the Committee reviewed the results of the risk scoring
exercise and made further refinements where appropriate.
In April 2026, the Committee reviewed and approved the updated risk register
and risk matrix, covering both the three-year and beyond three-year assessment
periods.
The Company's portfolio benefits from a relatively diverse spread of assets,
and the Committee considers it important that this diversity is maintained as
the portfolio evolves through new investments, realisations and syndications.
Future realisations and syndications are expected to continue to shape the
portfolio's risk profile in line with the Company's strategy, providing
flexibility to manage exposure to more sensitive assets and to adapt to
changes in underlying risk characteristics over time.
The Committee remains confident that the portfolio continues to exhibit
defensive and resilient characteristics and is well positioned to benefit from
accretive, discretionary growth opportunities, as highlighted in the Review
from the Managing Partner. Based on the analysis undertaken during the year,
the Committee concluded that the Company's current risk appetite remains
appropriate.
Emerging risks
As a long-term investor, the Company considers both identified key risks, as
set out below, and emerging or longer-term risks. The Company's approach to
risk categorisation, including the definition of emerging risks, is described
above.
The Board and the Investment Manager take emerging risk considerations into
account when assessing portfolio performance and evaluating new investment
opportunities.
The objective is to identify potential risks that can be mitigated, managed
or, where appropriate, transformed into opportunities. Emerging risks are
identified through a range of activities, including engagement with
stakeholders, presentations to the Board, attendance at industry events and
horizon scanning undertaken by the Investment Manager.
As part of its ongoing risk oversight, the Committee considers whether
emerging risks should be incorporated into the Company's risk register. The
risk register is treated as a 'live' document and is reviewed and updated
regularly to reflect new risks and developments in existing risks.
Emerging risks considered during the year were broadly consistent with those
identified in the prior year. These included increasing deglobalisation and
protectionist trends, such as competition for critical minerals and the
imposition of trade tariffs; evolving cyber security threats including
state-sponsored cyberattacks; opportunities and risks associated with the use
of AI tools; regulatory and policy developments linked to decarbonisation;
geopolitical tensions; and potential global trade and supply chain disruption.
In certain instances, emerging risks are encompassed within broader key risks,
including market and economic risk.
Consideration of the emerging impact of the conflict in the Middle East is
discussed below
Key risks
The Committee assesses key risks by evaluating their potential impact and
likelihood using the Company's risk matrix.
During the year, the Committee reviewed all identified key risks in detail.
Within this population, those risks assessed to have the greatest potential
impact on the Company's strategy and business model were designated as
principal risks and are set out in the Principal risks and mitigation table
below. The Risk report does not seek to provide an exhaustive list of all
risks and uncertainties faced by the Company; rather, it presents a focused
overview of the most significant key risks actively monitored by the Board,
together with the principal mitigating controls and developments during the
year.
While the external risk environment evolved over the course of the year, the
underlying principal risk areas faced by the Company remained broadly
consistent with the prior year. These are described in the Principal risks and
mitigation table below, which also includes commentary on developments during
the year and examples of the material controls and processes in place to
manage these risks. Changes in the assessment of impact and likelihood
resulted in minor adjustments to the composition and relative weighting of the
Company's principal risks compared with the previous financial year.
Market and economic risk was assessed as the most significant risk facing the
Company and was considered to have increased during the year. This risk
encompasses the potential impact of sustained inflationary pressures, elevated
or volatile interest rates, fluctuations in commodity and energy prices,
supply chain disruption, the effects of trade tariffs, and ongoing volatility
in capital markets, all of which may influence pricing, valuations and
portfolio performance.
The conflict in the Middle East
The conflict is likely to impact 3iN's portfolio indirectly through energy
market disruption, higher inflation, and economic uncertainty. While cost
pressures may affect some assets, inflation-linked revenues and resilient
demand in essential infrastructure may help offset downside risks.
The risk of poor investment performance increased during the year, but
following the full write-down of DNS:NET the portfolio is no longer exposed to
further value movements in that asset and this element of risk has
crystallised.
The remaining underperforming asset, SRL, is one of the smaller holdings in
the portfolio and therefore has a proportionately limited impact on overall
performance. As a result, the risk of poor investment performance was assessed
to have decreased at the year end.
Risks associated with liquidity management were assessed to have decreased
during the year, reflecting the successful divestment of TCR. Following
completion, the transaction is expected to move the Company from a net debt to
a net cash position. This improves balance sheet flexibility.
There were no material changes to the assessment of the remaining principal
risks during the year.
Fraud and cyber risk
During FY26, information security and cybersecurity remained a key area of
focus, reflecting the increasing frequency and sophistication of high-profile
external attacks and escalating nation-state activity. In October 2025, the UK
Government wrote to CEOs and Chairs of FTSE 350 companies emphasising that
cybersecurity should be treated as a board-level responsibility.
The Company remains vigilant to the evolving landscape of cyber, fraud and
other technology-related threats that could disrupt operations, compromise
data or adversely affect reputation. Oversight of these risks is supported by
the Investment Manager's established fraud risk assessment processes and
anti-fraud framework, together with regular reporting to the Board and the
Committee.
This framework combines preventative and detective controls, including
proactive fraud risk reviews led by the Investment Manager's Internal Audit
function, mandatory training programmes designed to enhance awareness and
vigilance, and access for all staff to an independent confidential reporting
service (the 'hotline').
Cybersecurity risk management focuses on identifying and mitigating threats
arising from both internal and external sources, including third-party fraud,
ransomware and phishing attacks. This is supported by regular staff training,
ongoing awareness initiatives and the deployment of appropriate IT security
tools and controls.
The Investment Manager also maintains detailed business continuity and
disaster recovery plans, which are periodically reviewed and tested to ensure
preparedness for significant disruption events.
In addition, key service providers are required to notify the Company promptly
of any material cyber or data security incidents, enabling timely assessment
and response where necessary.
Climate risk
Climate risk includes both physical risks, such as extreme weather, heat
stress and flooding, and transition risks linked to the shift to a low-carbon
economy, including regulatory, technological and market developments. These
are assessed across multiple time horizons and scenarios to understand
potential portfolio impacts.
Failure to identify and manage these risks could affect asset performance,
resilience and long-term value, as well as create reputational risk. Physical
risks may also impact asset integrity, operations and workforce safety. While
uncertainty remains around the pace of change, the Committee recognises
climate risk as both a key consideration and an investment theme.
Climate-related regulatory risk is assessed within legal, tax and compliance
risk. During the year, the Committee considered the EU Omnibus I package,
which simplifies and reduces the scope of CSRD and Corporate Sustainability
Due Diligence Directive ('CSDDD'), with implementation ongoing. The reporting
burden for parts of the portfolio is expected to reduce.
Climate-related risks, both physical and transition, are also viewed as
sources of opportunity across the portfolio. At present, no risks have been
identified that would elevate climate risk to a principal risk classification.
Transition risks include potential accelerated decommissioning of oil and gas
infrastructure affecting Tampnet and ESVAGT, while opportunities include
carbon capture developments. Physical risks, such as drought and flooding, may
affect feedstock supply and quality for Future Biogas, for example. While the
precise potential impact is difficult to quantify, conservative assumptions
for feedstock disruption have been incorporated into investment cases,
alongside contingency planning for construction and operational activities to
address flood risk.
Principle risks and mitigations
External
Principal risk Risk description Risk mitigation Developments in the year
Market/economic • Macroeconomic or market volatility impacts general market • Resources and experience of the Investment Manager on deal-making, • Middle East tensions pose indirect risks to 3iN via inflation,
confidence and risk appetite which flows through to pricing, valuations and asset management and hedging solutions to market volatility higher energy costs, economic slowdown, elevated interest rates, market
portfolio performance
volatility, and increased focus on energy security
• Periodic legal and regulatory updates on the Company's markets and
• Fiscal tightening impacts market environment in-depth market and sector research from the Investment Manager and other • Foreign exchange exposures at the portfolio company level
advisers monitored and hedged where appropriate
• Risk of sovereign default lowers market sentiment and increases
volatility • Portfolio diversification to mitigate the impact of a downturn in • The Company's share price traded below NAV during the year and
Risk exposure movement in the year
any geography, sector or portfolio company-specific effects this restricted the Company's ability to raise new capital
• Misjudgement of inflation and/or interest rate outlook
Increased • The permanent capital nature of an investment trust allows us to • Private equity market valuations typically less affected than
look through market volatility and the economic cycle public equity market valuations during periods of significant public market
volatility
Link to Strategic priorities
Manage portfolio intensively
Competition • Increased competition for the acquisition of assets in the • Continual review of market data and review of Company return • Realisation of TCR at a c.50% premium to the March 2025 valuation,
Company's strategic focus areas target compared to market returns before the TCR sale process was initiated
• Deal processes become more competitive and prices increase • Ongoing analysis of the competitor landscape • Investment of £116 million in the existing portfolio during the
year plus an approximate €301 million or £262 million investment
• New entrants compete with a lower cost of capital • Origination experience and disciplined approach of the Investment commitment to the Lefdal Mine Datacenter demonstrates 3iN's ability to source
Risk exposure movement in the year Manager highly attractive assets off-market
No significant change • Strong track record and strength of the 3i Infrastructure brand
Link to Strategic priorities
Disciplined approach
Continuing discount to NAV • The Company's share price continues to trade at a discount to NAV • Regular review of the level of discount or premium relative to the • Validation of NAV through sale of TCR at a c.50% premium to
listed infrastructure sector pre-transaction valuation
• This restricts the ability to raise new equity which reduces the
ability to support the portfolio or take advantage of new investment • Clear communication to investors on strategy, performance and • Ongoing withdrawal of liquidity from listed infrastructure sector
opportunities and can cause shareholder dissatisfaction outlook puts pressure on share prices
Risk exposure movement in the year • Regular engagement with shareholders and consideration of • Discount is smaller than listed infrastructure comparables
shareholder feedback
No significant change
• Deliver strong returns to build investor confidence
• Consider ways to enhance share price performance through
Link to Strategic priorities effectiveness of marketing and other measures
Maintain balanced portfolio • The Company's brokers are in regular contact with existing
shareholders and prospective new investors
Efficient balance sheet
Operational
Principal risk Risk description Risk mitigation Developments in the year
Loss of senior Investment Manager staff • Members of the deal team at the Investment Manager leave, and • Strength and depth of the senior team and strength of the 3i Group • The Investment Manager's team has strength and depth with
'deal-doing' and portfolio management capability in the short to medium term brand recruitment at junior levels and promotions through the team
is restricted
• Performance-linked compensation packages, including an element of
Risk exposure movement in the year deferred remuneration
No significant • Notice periods within employment contracts
change • Careful management and robust planning of senior management
transition
Link to Strategic priorities
Maintain balanced portfolio
Sustainability key driver
Management of liquidity • Failure to manage the Company's liquidity, including cash and • Regular reporting of current and projected liquidity • The Company has access to a £1.2 billion RCF with £300 million
available credit facilities
maturing in March 2027 and £900 million maturing in June 2029. Total
• Investment and planning processes consider sources of liquidity liquidity of £669 million comprised cash and deposits of £4 million and
• Insufficient liquidity to pay dividends and operating expenses or
undrawn facilities of £665 million at 31 March 2026
Risk exposure movement in the year to make new investments or support portfolio companies • Flexible funding model, where liquidity can be sought from
available cash balances including reinvestment of proceeds from realisations, • In the near term, completion of the TCR sale is expected to repay
Decreased • Hold excessive cash balances, introducing cash drag on the committed credit facilities which can be increased with approval from our the RCF in full and provide sufficient liquidity to support new investments.
Company's returns lenders, and the issue of new share capital Proforma net cash after committed deals is £201 million
• Growth opportunities can be part or fully funded by portfolio • Access to the equity capital markets was limited as a result of
Link to Strategic priorities company cash balances and/or available debt facilities share price declines in the listed infrastructure investment trust sector and
this restricted the Company's ability to raise new capital
Disciplined approach
Efficient balance sheet
Deliverability of return target • Failure to ensure the investment strategy can deliver the return • Market returns are reviewed regularly • Total return for the year of 8.5% in line with the target return
target and dividend policy of the Company
of 8%-10% per annum
• The Investment Manager and other advisers to the Company report on
• Failure to adapt the strategy of the Company to changing market market positioning • FY26 dividend of 13.45 pence per share, 6.3% higher than the
conditions
previous year
• Investment process addresses expected return on new investments
Risk exposure movement in the year and the impact on the portfolio
No significant • Consideration of megatrends in the investment process
change • Consideration of risks, including sustainability and climate
risks, in the investment process
Link to Strategic priorities
Maintain balanced portfolio
Sustainability key driver
Investment
Principal risk Risk description Risk mitigation Developments in the year
Security of assets • An incident, such as a cyber or terrorist attack • Regular review of the Company and key service providers • Ongoing focus on IT security and staff training including
utilisation of specialist advisers by the key service providers
• Unauthorised access, use, disclosure, modification or destruction • Regular review and update of cyber due diligence for potential
of information and/or operating systems investments • Continued programme of phishing and penetration testing and review
Risk exposure movement in the year
of disaster recovery plans in the year
• Regulatory and legal risks from failure to comply with • Review of portfolio companies for cyber risk management and
No significant change cyber-related laws and regulations, including data protection incident readiness • Portfolio company boards continued to focus on cyber risk
management. While some portfolio companies encounter fraud attempts (with
• Established governance and reporting processes, including incident occasional success), none have materially impacted our companies
escalations and breach reporting
Link to Strategic priorities
Maintain balanced portfolio
Sustainability key driver
Poor investment performance • Misjudgement of the risk and return attributes of a new investment • Robust investment process with thorough challenge of the • Resilient performance from the portfolio overall
investment case supported by detailed due diligence
• Material issues at a portfolio company
• Write-down of the value of DNS:NET and material reduction in the
• Investment Manager's active asset management approach, including value of SRL. As these were the most underperforming assets, this reduced the
Risk exposure movement in the year • Poor judgement in the realisation of an asset proactive management of issues arising at portfolio company level near-term risk of poor investment returns from the portfolio
Decreased • Monthly portfolio monitoring to identify and address portfolio • Active asset management including implementing changes in the
issues promptly leadership team and the reassessment of strategy at portfolio companies as and
when appropriate
• Experience of the Investment Manager's team in preparing for and
Link to Strategic priorities executing realisations of investments • Progress by portfolio companies along their sustainability
pathways
Maintain balanced portfolio
Sustainability key driver
Resilience
Our resilience comes from the effective implementation of our business model,
described above. Key elements of our business model relating to resilience
include the Investment Manager's disciplined approach to new investment and
active asset management, the defensive characteristics of our portfolio of
investments, high sustainability standards, our flexible funding model and
efficient balance sheet, and the capability of the Investment Manager's team.
This is underpinned by the strong institutional culture and values of our
Investment Manager, high standards of corporate governance, and effective risk
management.
Over the life of the Company, the Investment Manager has built a resilient and
diversified portfolio with good growth potential and downside protection that
delivers an attractive mix of income yield and capital appreciation for
shareholders. This has been achieved through consistent delivery of our
strategic priorities, described above.
Short-term resilience
The Directors assess the Company's short-term resilience through monitoring
portfolio, pipeline and finance reports. These are prepared monthly, and
discussed at quarterly scheduled Board meetings and Board update calls held
between scheduled meetings. Six-monthly detailed investment reviews are
prepared by the Investment Manager and discussed with the Board, as part of
the half-yearly and annual valuation and reporting processes. These reviews
describe sources of risk at portfolio company level, and mitigating actions
being taken or considered.
The resilience of key suppliers, including the Investment Manager, is
considered annually, or more frequently if appropriate. The Audit and Risk
Committee is provided with relevant extracts of reports from the Investment
Manager's internal audit team, which includes an annual report on the
Investment Manager's European infrastructure investment team. Further detail
is included in the Governance section of the Annual Report and Accounts 2026.
The Directors manage the Company's liquidity actively, reviewing reports on
current and forecast liquidity from the Investment Manager, alongside
recommendations for seeking additional liquidity when appropriate. During the
year, the base £900 million RCF was extended and now matures in June 2029.
Further discussion on the RCF can be found in the Financial review.
The identification of material uncertainties that could cast significant doubt
over the ability of the Company to continue as a going concern forms the basis
of the Going concern statement below.
Going concern
The Company's business activities, together with the factors likely to affect
its future development, performance and position are set out in the Strategic
report and in the Financial statements and related Notes to the Annual report
and accounts to 31 March 2026. The financial position of the Company, its
cash flows, liquidity position and borrowing facilities are also described in
the Financial statements and related Notes to the accounts.
In addition, Note 9 to the accounts includes the Company's objectives,
policies and processes for managing its capital, its financial risk
management objectives, details of its financial instruments and hedging
activities, and its exposures to credit risk and liquidity risk.
The Directors have made an assessment of going concern, taking into account
the Company's cash and liquidity position, current performance and outlook,
which considered the impact of the current inflationary and interest rate
environment, using the information available up to the date of issue of these
Financial statements.
The Company has liquid financial resources and a strong investment portfolio,
providing a predictable income yield and an expectation of medium-term capital
growth.
The Company manages and monitors liquidity regularly, ensuring that it is
sufficient.
At 31 March 2026, liquidity remained strong at £669 million (2025: £644
million). Liquidity comprised cash and deposits of £4 million (2025: £4
million) and undrawn facilities of £665 million (2025: £640 million). The
£900 million base RCF matures in June 2029, beyond 12 months of the date of
this report. The £300 million commitments under the RCF accordion mature in
March 2027.
The Company signed an agreement in March 2026 for the sale of its investment
in TCR with expected proceeds of €1,140 million. Completion remains subject
to customary regulatory approvals only and is anticipated in Q3 2026.
The Company had one contracted investment commitment of €319 million at 31
March 2026 relating to 3i Managed Infrastructure Acquisitions II LP which is
the entity set up to acquire a majority stake in the Lefdal Mine Datacenter
and a small portfolio of operating renewable assets (2025: nil). Of this
commitment, approximately €301 million or £262 million relates to the
investment commitment to the Lefdal Mine Datacenter. The Company also expects
to make follow-on investments in portfolio companies to fund growth
opportunities.
The Company had ongoing charges of £53 million in the year to 31 March 2026,
detailed in Table 7 in the Financial review, which are indicative of the
ongoing run rate in the short term (2025: £53 million). In addition, the FY26
performance fee of £4 million (2025: £18 million) is due in three equal
instalments, with the first instalment payable in the next 12 months along
with the second instalment of FY25's performance fee and the third instalment
of FY24's performance fee, and a proposed final dividend for FY26 of £62
million which is expected to be paid in July 2026.
Although not a commitment, the Company has announced a dividend target for
FY27 of 14.30 pence per share. Income and non-income cash is expected to be
received from the portfolio investments during the coming year, some of which
will be required to support the payment of this dividend target and the
Company's other financial commitments.
The Directors have acknowledged their responsibilities in relation to the
Financial statements for the year to 31 March 2026. After making the
assessment on going concern, the Directors considered it appropriate to
prepare the Financial statements of the Company on a going concern basis.
The Company has sufficient financial resources and liquidity and is
well-positioned to manage business risks in the current economic environment
and can continue operations for a period of at least 12 months from the date
of this report. This is supported by the scenario analysis and stress testing
described in the medium-term resilience section and the Viability statement.
Accordingly, the Directors continue to adopt the going concern basis in
preparing the Annual report and accounts.
Medium-term resilience
The assessment of medium-term resilience, which includes modelling of stressed
scenarios and a reverse stress test, considers the viability and performance
of the Company in the event of specific stressed scenarios, which are assumed
to occur over a three-year horizon. This stress testing forms the basis of the
Viability statement.
The Directors consider that a three-year period to March 2029 is an
appropriate period to review for assessing the Company's viability. This
reflects greater predictability of the Company's cash flows over that time
period and is aligned to the Company's risk review cycle. There is increased
uncertainty surrounding economic, political and regulatory changes over the
longer term.
The stress testing focuses on the principal risks, but also reflects those new
and emerging risks that are considered to be of sufficient importance to
require active monitoring by the Audit and Risk Committee. The scenarios used
are described in the Viability statement. The medium-term resilience of the
Company is assessed through analysing the impact of these scenarios on key
metrics such as total return, income yield, net asset value, covenants on the
RCF and available liquidity.
Viability statement
The Directors consider the medium-term prospects of the Company to be
favourable. The Company has a diverse portfolio of infrastructure investments,
producing good and reasonably predictable levels of income which cover the
dividend and costs. The defensive nature of the portfolio and of the essential
services that the businesses in which we invest provide to their customers,
are being demonstrated in the current climate. The Investment Manager has a
strong track record of investing in carefully selected businesses and of
driving value through an active asset management approach. The Directors
consider that this portfolio can continue to meet the Company's objectives.
The Directors have assessed the viability of the Company over a three-year
period to March 2029. The Directors have taken account of the current position
of the Company, including its liquidity position, with £4 million of cash and
£665 million of undrawn credit facilities, and the principal risks it faces,
which are documented in the Principal risks and mitigations table above.
The Directors have considered the potential impact on the Company of a number
of scenarios in addition to the Company's business plan and recent forecasts,
which quantify the financial impact of the principal risks occurring. These
scenarios represent severe yet plausible circumstances that the Company could
experience, including a significant impairment in the value of the portfolio
and a reduction in the cash flows available from portfolio companies from a
variety of causes.
The assessment was conducted over several months, during which the proposed
scenarios were evaluated by the Board, the assumptions set, and the analysis
produced and reviewed. Analysis included the impact of a prolonged liquidity
constraint for the Company resulting from not being able to sell assets or
raise equity due to unfavourable market conditions.
Other considerations included the possible impact of climate-related events
and transition risks, widespread economic turmoil, escalating geopolitical
conflicts, a tightening of debt markets and the failure of a large investment.
The assumptions used to model these scenarios included: a fall in value of up
to 30% for some or all of the portfolio companies; a full write-down of a
large asset; a reduction in cash flows from portfolio companies; a reduction
in the level of new investment and/or realisations; the imposition of
additional taxes on distributions from or transactions in the portfolio
companies; an increase in the cost of debt by up to 3.0% and restriction in
debt availability; a sustained devaluation in sterling increasing the
liquidity requirements for the hedging programme and an inability for the
Company to raise new equity. The implications of changes in the inflation,
interest rate and foreign exchange environment were also considered,
separately and in combination.
The results of this assessment showed that the Company would be able to
withstand the impact of these scenarios occurring over the three-year period.
The Directors also considered scenarios that would represent a serious threat
to its liquidity and viability in that time period.
These scenarios were considered to be remote, such as markets closed to new
equity issue, a fall in equity value of the portfolio of more than 40% while
being fully drawn on the RCF, or an equivalent fall in income.
In such circumstances additional options may be available to mitigate the
impact on the Company's liquidity and cash flow including:
(i) sell assets
(ii) reductions in operating and capital expenditure or raising additional
debt at portfolio company level to fund distributions to the Company
(iii) extension of debt facilities
(iv) the potential to raise additional funds from other sources
Based on this assessment, the Directors have a reasonable expectation that the
Company will be able to continue in operation and meet its liabilities as they
fall due over the three-year period to March 2029.
Long-term resilience
As described above, the long-term resilience of the Company, beyond the
Viability statement period, comes from the effective implementation of our
business model and consistent delivery of our strategic objectives.
Our approach to origination and portfolio construction, focus on price
discipline, and active asset management approach enable us to adapt in
response to new and emerging risks and challenges, including climate change
and developments in megatrends.
The characteristics that are commonly found across our portfolio, described
above, support the long-term resilience of the Company.
The underlying megatrends supporting the longer-term resilience of each
portfolio company are identified in the Megatrends section.
We have a long-term investment time horizon made possible by our permanent
capital base that is unconstrained by the fixed investment period and
fundraising cycle seen in private limited partnership funds.
Although the scenarios and stress testing to support the Viability statement
are modelled over a three-year time horizon, the resilience shown by the
Company, and its ability to recover from these stressed situations, supports
the assessment of our resilience over a longer term than three years.
Directors' duties
Section 172 statement
The Company adheres to the AIC Corporate Governance Code (the 'AIC Code'),
which is endorsed by the Financial Reporting Council ('FRC') and supported by
the Jersey Financial Services Commission ('JFSC'). This enables the Company to
report on matters set out in section 172 of the Companies Act 2006 ('s172') to
the extent they do not conflict with Jersey law.
We recognise that our business can only grow and prosper by acting in the
long-term interests of our key stakeholders, and that a good understanding of
the issues affecting stakeholders should be an integral part of the Board's
decision making process. The insights that the Board gains through the
stakeholder engagement mechanisms it has in place form an important part of
the overall context for all the Board's discussions and decision making
processes.
As an externally managed investment trust, the Company has no employees or
customers and its key stakeholders are its shareholders, service providers
(most notably the Investment Manager), portfolio companies, lenders, and
government and regulatory bodies.
Day-to-day engagement with our stakeholders is principally managed by the
Investment Manager, although, where appropriate, the Directors have direct
touchpoints with stakeholders during the year.
Pursuant to s172, a director of a company must act in a way they consider, in
good faith, would be most likely to promote the success of the company for the
benefit of its members as a whole, and in doing so have regard to the
following factors:
The likely consequences of any decision in the long term
Our purpose and strategy, combined with the responsible investment approach of
the Investment Manager, focus on achieving long-term success.
The interests of the company's employees
While we do not have any employees, our purpose includes the intention to have
a positive influence on our portfolio companies and their stakeholders, which
includes the employees of those portfolio companies.
The need to foster the company's business relationships with suppliers,
customers and others
We engage with all our stakeholders, whether directly or through the
Investment Manager, in an open and transparent way to foster strong business
relationships.
The impact of the company's operations on the community and the environment
As owners of infrastructure businesses with majority or significant minority
holdings and representation on their boards, we recognise our ability to
influence our portfolio companies to ensure they act responsibly.
The desirability of maintaining a reputation for high standards of business
conduct
Our success relies on maintaining a positive reputation, and our values and
ethics are aligned to our purpose, our strategy and our ways of working.
The need to act fairly towards members of the company
The Board actively engages with its shareholders and considers their interests
when implementing our strategy.
Read more in the Annual report and accounts 2026, available on our website.
Accounts and other information
Statement of comprehensive income
For the year to 31 March
2026 2025
Notes £m £m
Net gains on investments 7 191 182
Investment income 7 218 203
Interest receivable - 1
Investment return 409 386
Movement in the fair value of derivative financial instruments 5 (23) 34
Management and performance fees payable 2 (57) (67)
Operating expenses 3 (4) (4)
Finance costs 4 (18) (31)
Exchange rate movements (12) 15
Profit before tax 295 333
Income taxes 6 - -
Profit after tax and profit for the year 295 333
Total comprehensive income for the year 295 333
Earnings per share
Basic and diluted (pence) 14 32.0 36.1
Statement of changes in equity
For the year to 31 March
Stated Total
capital Retained Capital Revenue shareholders'
account reserves(1) reserve(1) reserve(1) equity
2026 Notes £m £m £m £m £m
Opening balance at 1 April 2025 879 1,282 1,375 26 3,562
Total comprehensive income for the year - - 162 133 295
Dividends paid to shareholders of the Company during the year 15 - - - (120) (120)
Closing balance at 31 March 2026 879 1,282 1,537 39 3,737
Stated Total
capital Retained Capital Revenue shareholders'
account reserves(1) reserve(1) reserve(1) equity
2025 Notes £m £m £m £m £m
Opening balance at 1 April 2024 879 1,282 1,173 8 3,342
Total comprehensive income for the year - - 202 131 333
Dividends paid to shareholders of the Company during the year 15 - - - (113) (113)
Closing balance at 31 March 2025 879 1,282 1,375 26 3,562
1 The Retained reserves, Capital reserve and Revenue reserve are distributable
reserves. Retained reserves relate to the period prior to 15 October 2018.
Further information can be found in Accounting policy H.
Balance sheet
As at 31 March
2026 2025
Notes £m £m
Assets
Non-current assets
Investments at fair value through profit or loss 7 4,285 3,790
Derivative financial instruments 10 7 33
Total non-current assets 4,292 3,823
Current assets
Derivative financial instruments 10 26 49
Trade and other receivables 8 3 2
Cash and cash equivalents 4 4
Total current assets 33 55
Total assets 4,325 3,878
Liabilities
Non-current liabilities
Derivative financial instruments 10 (18) (3)
Trade and other payables 12 (9) (20)
Loans and borrowings 11 (535) (260)
Total non-current liabilities (562) (283)
Current liabilities
Derivative financial instruments 10 (7) (2)
Trade and other payables 12 (19) (31)
Total current liabilities (26) (33)
Total liabilities (588) (316)
Net assets 3,737 3,562
Equity
Stated capital account 13 879 879
Retained reserves 1,282 1,282
Capital reserve 1,537 1,375
Revenue reserve 39 26
Total equity 3,737 3,562
Net asset value per share
Basic and diluted (pence) 14 405.2 386.2
The Financial statements and related Notes were approved and authorised for
issue by the Board of Directors on 11 May 2026 and signed on its behalf by:
Richard Laing
Chair
Cash flow statement
For the year to 31 March
2026 2025
£m £m
Cash flow from operating activities
Purchase of investments (117) (52)
Proceeds from partial realisations of investments(1) 6 202
Proceeds from full realisations of investments - 257
Investment income(2) 24 30
Operating expenses paid (3) (4)
Interest received 1 1
Management and performance fees paid (79) (92)
Amounts received on the settlement of derivative contracts 45 34
Net cash flow from operating activities (123) 376
Cash flow from financing activities
Fees and interest paid on financing activities (20) (29)
Dividends paid (120) (113)
Drawdown of revolving credit facility 292 239
Repayment of revolving credit facility (29) (476)
Net cash flow from financing activities 123 (379)
Change in cash and cash equivalents - (3)
Cash and cash equivalents at the beginning of the year 4 5
Effect of exchange rate movements - 2
Cash and cash equivalents at the end of the year 4 4
1 Proceeds from partial realisations includes non-income cash of £6 million
(2025: £172 million).
2 Investment income includes dividends of £13 million (2025: £7 million) and
interest of £11 million (2025: £23 million).
Reconciliation of net cash flow to movement in net debt
For the year to 31 March
2026 2025
£m £m
Change in cash and cash equivalents - (3)
Drawdown of revolving credit facility (292) (239)
Repayment of revolving credit facility 29 476
Change in net debt resulting from cash flows (263) 234
Movement in net debt (263) 234
Net debt at the beginning of the year (256) (505)
Effect of exchange rate movements (12) 15
Net debt at the end of the year (531) (256)
Significant accounting policies
Corporate information
3i Infrastructure plc (the 'Company') is a company incorporated in Jersey,
Channel Islands. The Financial statements for the year to 31 March 2026
comprise the Financial statements of the Company only as explained in the
Basis of preparation.
These Financial statements were authorised for issue by the Board of Directors
on 11 May 2026.
Statement of compliance
These Financial statements have been prepared in accordance with UK-adopted
International Accounting Standards.
These Financial statements have also been prepared in accordance with and in
compliance with the Companies (Jersey) Law 1991.
Basis of preparation
In accordance with IFRS 10 Consolidated Financial Statements (as amended),
entities that meet the definition of an investment entity are required to
measure certain investments in subsidiaries at fair value through profit or
loss in accordance with IFRS 9 Financial Instruments, rather than consolidate
their results. The Company does not have any consolidated subsidiaries, which
would include subsidiaries that are not themselves investment entities and
whose main purpose and activities are to provide investment-related services
to the Company.
The Financial statements of the Company are presented in sterling, the
functional currency of the Company, rounded to the nearest million except
where otherwise indicated.
The preparation of financial statements in conformity with IFRS requires the
Board to make judgements, estimates and assumptions that affect the
application of policies and reported amounts of assets and liabilities, income
and expenses. The estimates and associated assumptions are based on experience
and other factors that are believed to be reasonable under the circumstances,
the results of which form the basis of determining the carrying values of
assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates.
Going concern
The Financial statements are prepared on a going concern basis as disclosed in
the Risk report, as the Directors are satisfied that the Company has the
resources to continue in business for the foreseeable future. The Directors
have made an assessment of going concern, taking into account a wide range of
information relating to present and future conditions, including the Company's
cash and liquidity position, current performance and outlook, which considered
the impact of the higher inflationary and interest rate environment, ongoing
geopolitical uncertainties and current and expected financial commitments,
using the information available up to the date of issue of these Financial
statements. As part of this assessment the Directors considered:
• the analysis of the adequacy of the Company's liquidity, solvency
and capital position. The Company manages and monitors liquidity regularly,
ensuring it is adequate and sufficient. At 31 March 2026, liquidity remained
strong at £669 million (2025: £644 million). Liquidity comprised cash and
deposits of £4 million (2025: £4 million) and undrawn capacity under the RCF
of £665 million (2025: £640 million). The RCF has total commitments of £1.2
billion, with £900 million maturing in June 2029 and £300 million maturing
in March 2027. Proceeds from the sale of TCR, together with Income and
non-income cash expected from the portfolio over the coming year, will be used
in part to fully repay the drawn balance on the RCF, support delivery of the
dividend target and meet the Company's other financial commitments;
• uncertainty around the valuation of the Company's assets as set
out in the Key sources of estimation uncertainties section. The valuation
policy and process was consistent with prior years. This year a key focus of
the portfolio valuations at 31 March 2026 was an assessment of the impact of
the macroeconomic environment on the operational and financial performance of
each portfolio company. In particular, this focused on inflation, interest
rates and the impact on the cost of debt, power prices and ongoing
geopolitical uncertainties. We have incorporated into our cash flow forecasts
a balanced view of future income receipts and expenses; and
• the Company's financial commitments. The Company had a commitment
of €319 million to 3i Managed Infrastructure Acquisitions II LP, which is
the entity set up to acquire a majority stake in the Lefdal Mine Datacenter
and a small portfolio of operating renewable assets, at 31 March 2026 (2025:
none). The Company had ongoing charges of £53 million in the year to 31 March
2026, detailed in Table 7 in the Financial review, which are indicative of the
ongoing run rate in the short term. The Company has a FY26 performance fee
accrual of £4 million, a third of which is payable within the next 12 months.
The Company has a FY25 performance fee accrual of £12 million relating to the
second and third instalments of the FY25 fee, the second instalment being due
within the next 12 months, an accrual of £8 million relating to the third
instalment of the FY24 fee due within the next 12 months, and a proposed final
dividend for FY26 of £62 million. In addition, while not a commitment at 31
March 2026, the Company has a dividend target for FY27 of 14.30 pence per
share.
In addition to the considerations listed above, there are a number of actions
within management control to enhance available liquidity. These include the
timing of certain income receipts from the portfolio, and the level and timing
of new investments or realisations.
Having performed the assessment of going concern, the Directors considered it
appropriate to prepare the Financial statements of the Company on a going
concern basis. The Company has sufficient financial resources and liquidity
and is well placed to manage business risks in the current economic
environment and can continue operations for a period of at least 12 months
from the date of approval of these Financial statements.
Key judgements
The preparation of financial statements in accordance with IFRS requires the
Directors to exercise judgement in the process of applying the accounting
policies defined below. The following policies are areas where a higher degree
of judgement has been applied in the preparation of the Financial statements.
(i) Assessment as investment entity - Entities that meet the
definition of an investment entity within IFRS 10 are required to measure
their subsidiaries at fair value through profit or loss rather than
consolidate them unless they provided investment-related services to the
Company. To determine that the Company continues to meet the definition of an
investment entity, the Company is required to satisfy the following three
criteria:
(a) the Company obtains funds from one or more investors for the purpose
of providing those investor(s) with investment management services;
(b) the Company commits to its investor(s) that its business purpose is
to invest funds solely for returns from capital appreciation, investment
income, or both (including having an exit strategy for investments); and
(c) the Company measures and evaluates the performance of
substantially all of its investments on a fair value basis.
The Company meets the criteria as follows:
• the stated strategy of the Company is to deliver stable returns to
shareholders through a mix of income yield and capital appreciation. The
Company is a long-term holder of investments but may exit investments for
reasons of portfolio balance or to maximise shareholder value;
• the Company provides investment management services and has
several investors who pool their funds to gain access to
infrastructure-related investment opportunities that they might not have had
access to individually; and
• the Company has elected to measure and evaluate the performance of
all of its investments on a fair value basis. The fair value method is used to
represent the Company's performance in its communication to the market,
including investor presentations. In addition, the Company reports fair value
information internally to Directors, who use fair value as the primary
measurement attribute to evaluate performance.
The Directors are of the opinion that the Company has all the typical
characteristics of an investment entity and continues to meet the definition
in the standard. This conclusion will be reassessed on an annual basis.
(ii) Assessment of investments as structured entities - A structured
entity is an entity that has been designed so that voting or similar rights
are not the dominant factor in deciding who controls the entity. Additional
disclosures are required by IFRS 12 for interests in structured entities,
whether they are consolidated or not. The Directors have assessed whether the
entities in which the Company invests should be classified as structured
entities and have concluded that none of the entities should be classified as
structured entities as voting rights are the dominant factor in deciding who
controls these entities.
(iii) Assessment of consolidation requirements - The Company holds
significant stakes in the majority of its investee companies and must exercise
judgement in the level of control of the underlying investee company that is
obtained in order to assess whether the Company should be classified as a
subsidiary.
The Company must also exercise judgement in whether a subsidiary provides
investment-related services or activities and therefore should be consolidated
or held at fair value through profit or loss. Further details are shown in
significant accounting policy 'A Classification' below.
The adoption of certain accounting policies by the Company also requires the
use of certain critical accounting estimates in determining the information to
be disclosed in the Financial statements.
Key sources of estimation uncertainties
Valuation of the investment portfolio
The key area where estimates are significant to the Financial statements and
have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year is in the
valuation of the investment portfolio. The portfolio is well-diversified by
sector, geography and underlying risk exposures. The key risks to the
portfolio are discussed in further detail in the Risk report.
The majority of assets in the investment portfolio are valued on a discounted
cash flow basis, which requires assumptions to be made regarding future cash
flows, terminal value and the discount rate to be applied to these cash flows.
The methodology for deriving the fair value of the investment portfolio,
including the key estimates, is set out in the Summary of portfolio valuation
methodology section. Refer to Note 7 for further details of the valuation
techniques, significant inputs to those techniques and sensitivity of the fair
value of these investments to the assumptions that have been made.
The discount rate applied to the cash flows in each investment portfolio
company is considered one of the most significant unobservable inputs and, in
addition to inflation and interest rates, represents the key sources of
estimation uncertainty that have a significant risk of causing a material
impact on the 'Investments at fair value through profit or loss' within the
next financial year, which is further discussed in Note 7.
The acquisition discount rate is adjusted to reflect changes in
company-specific risks to the deliverability of future cash flows and is
calibrated against secondary market information and other available data
points, including comparable transactions. The discount rates applied to the
investment portfolio at 31 March 2026 range from 10.3% to 13.0% (2025: 10.3%
to 14.0%) and the weighted average discount rate applied to the investment
portfolio is 11.1% (2025:11.3%). The weighted average discount rate fell in
the year, reflecting the write-down in DNS:NET and the removal of TCR which is
now valued on an expected sales basis.
The cash flows on which the discounted cash flow valuation is based are
derived from detailed financial models. These incorporate a number of other
assumptions with respect to individual portfolio companies, and are not
expected to cause a material adjustment within the next financial year, but
include: forecast new business wins or new orders; cost-cutting initiatives;
liquidity and timing of debtor payments; timing of non-committed capital
expenditure and construction activity; the terms of future debt refinancing;
and macroeconomic assumptions such as inflation and energy prices. Future
power price projections are taken from independent forecasters, and changes in
these assumptions will affect the future value of our energy generating
portfolio companies. The terminal value attributes a residual value to the
portfolio company at the end of the projected discrete cash flow period based
on market comparables. The terminal value assumptions consider climate change
risk, stranded asset risk and the impact of wider megatrends such as the
transition to a lower-carbon economy and climate change. The effects of
climate change, including extreme weather patterns or rising sea levels in the
longer term, could impact the valuation of the assets in the portfolio in
different ways.
The Summary of portfolio valuation methodology section provides further
details on some of the assumptions that have been made in deriving a balanced
base case of cash flows including deriving terminal values and some of the
risk factors considered in the cash flow forecasts.
New and amended standards adopted for the current year
Standards and amendments to standards applicable to the Company that became
effective during the year and were adopted by the Company on 1 April 2025 are
listed below:
Amendments to IAS 21 regarding the lack of Exchangeability (1 January 2025)
Its adoption has not had any material impact on the disclosures or on the
amounts reported in these Financial statements.
Standards and amendments issued but not yet effective
As at 31 March 2026, the following new or amended standards, applicable to the
Company, which have not been applied in these Financial statements, had been
issued by the International Accounting Standards Board ('IASB') but are yet to
become effective:
Amendments to IFRS 9 and IFRS 7 regarding the classification and measurement
of financial instruments (1 January 2026)
Annual Improvements to IFRS Accounting Standards - Volume 11 (1 January 2026)
IFRS 18 Presentation and Disclosures in Financial Statements (1 January 2027)
The Company intends to adopt these standards when they become effective and
does not currently expect a material impact on its Financial statements. The
potential impact will continue to be monitored as further guidance becomes
available.
IFRS 18 Presentation and Disclosure in Financial Statements (effective 1
January 2027) introduces new requirements to present defined subtotals in the
Statement of comprehensive income, disclose management-defined performance
measures and enhance aggregation and disaggregation disclosures. While IFRS 18
does not change how financial performance is measured, it will affect the
presentation and structure of the Financial statements and may impact future
disclosures.
A Classification
(i) Subsidiaries - Subsidiaries are entities controlled by the
Company. Control exists when the Company is exposed, or has rights, to
variable returns from its involvement with the subsidiary entity and has the
ability to affect those returns through its power over the subsidiary entity.
In accordance with the exception under IFRS 10 Consolidated Financial
Statements, the Company only consolidates subsidiaries in the Financial
statements if they are deemed to perform investment-related services and do
not meet the definition of an investment entity. Investments in subsidiaries
that do not meet this definition are accounted for as Investments at fair
value through profit or loss, with changes in fair value recognised in the
Statement of comprehensive income in the year. The Directors have assessed all
entities within the structure and concluded that there are no subsidiaries of
the Company that provide investment-related services or activities.
(ii) Associates - Associates are those entities in which the Company
has significant influence, but not control, over the financial and operating
policies. Investments that are held as part of the Company's investment
portfolio are carried in the Balance sheet at fair value, even though the
Company may have significant influence over those entities.
(iii) Joint ventures - Interests in joint ventures that are held as part
of the Company's investment portfolio are carried in the Balance sheet at fair
value. This treatment is permitted by IFRS 11 and IAS 28, which allows
interests held by venture capital organisations where those investments are
designated, upon initial recognition, as at fair value through profit or loss
and accounted for in accordance with IFRS 9, with changes in fair value
recognised in the Statement of comprehensive income in the year.
B Exchange differences
Transactions entered into by the Company in a currency other than its
functional currency are recorded at the rates ruling when the transactions
occur. Foreign currency monetary assets and liabilities are translated to the
functional currency at the exchange rate ruling at the Balance sheet date.
Foreign exchange differences arising on translation to the functional currency
are recognised in the Statement of comprehensive income. Foreign exchange
differences relating to investments held at fair value through profit or loss
are shown within the line Net gains on investments. Foreign exchange
differences relating to other assets and liabilities are shown within the line
Exchange rate movements.
Non-monetary assets and liabilities that are measured in terms of historical
cost in a foreign currency are translated using the exchange rate at the date
of the transactions. Non-monetary assets and liabilities denominated in
foreign currencies that are stated at fair value are translated to the
functional currency using exchange rates ruling at the date the fair value was
determined, with the associated foreign exchange difference being recognised
within the unrealised gain or loss on revaluation of the asset or liability.
C Investment portfolio
Recognition and measurement - Investments are recognised and de-recognised on
a date where the purchase or sale of an investment is under a contract whose
terms require the delivery or settlement of the investment.
The Company manages its investments with a view to profiting from the receipt
of investment income and obtaining capital appreciation from changes in the
fair value of investments. Therefore, all investments are measured at fair
value through profit or loss upon initial recognition and subsequently carried
in the Balance sheet at fair value, applying the Company's valuation policy.
Acquisition-related costs are accounted for as expenses when incurred.
Net gains or losses on investments are the movement in the fair value of
investments between the start and end of the accounting period, or investment
disposal date, or the investment acquisition date and the end of the
accounting period, including divestment-related costs where applicable,
converted into sterling using the exchange rates in force at the end of the
period; and are recognised in the Statement of comprehensive income.
Income
Investment income is that portion of income that is directly related to the
return from individual investments. It is recognised to the extent that it is
probable that there will be an economic benefit and the income can be reliably
measured.
The following specific recognition criteria must be met before the income is
recognised:
• dividends from equity investments are recognised in the Statement
of comprehensive income when the Company's rights to receive payment have been
established. Special dividends are credited to capital or revenue according to
their circumstances;
• interest income from loans that are measured at fair value through
profit or loss is recognised as it accrues by reference to the principal
outstanding and the effective interest rate applicable, which is the rate that
exactly discounts the estimated future cash flows through the expected life of
the financial asset to the asset's carrying value or principal amount. The
remaining changes in the fair value movement of the loans are recognised
separately in the line Net gains on investments in the Statement of
comprehensive income;
• distributions from investments in Limited Partnerships are
recognised in the Statement of comprehensive income when the Company's rights
as a Limited Partner to receive payment have been established; and
• fees receivable represent amounts earned from investee companies
on completion of underlying investment transactions and are recognised on an
accruals basis once entitlement to the revenue has been established.
D Fees
(i) Fees - Fees payable represent fees incurred in the process of
acquiring an investment and are measured on the accruals basis.
(ii) Management fees - A management fee is payable to 3i plc,
calculated as a tiered fee based on the gross investment value of the Company,
and is accrued in the period it is incurred. Further details on how this fee
is calculated are provided in Note 18.
(iii) Performance fee - The Investment Manager is entitled to a
performance fee based on the total return generated in the period in excess of
a performance hurdle of 8%. The fee is payable in three equal annual
instalments and is accrued in full in the period it is incurred. Further
details are provided in Note 18.
(iv) Finance costs - Finance costs associated with loans and borrowings
are recognised on an accruals basis using the effective interest method.
E Treasury assets and liabilities
Short and long-term treasury assets and short and long-term treasury
liabilities are used to manage cash flows and the overall costs of borrowing.
Financial assets and liabilities are recognised in the Balance sheet when the
relevant company entity becomes a party to the contractual provisions of the
instrument.
(i) Cash and cash equivalents - Cash and cash equivalents in the
Balance sheet and Cash flow statement comprise cash at bank, short-term
deposits with an original maturity of three months or less and amounts held in
AAA-rated money market funds which are readily convertible into cash and there
is an insignificant risk of changes in value. Money market funds are accounted
for at amortised cost under IFRS 9. However, due to their short-term and
liquid nature, this is the same as fair value. Interest receivable or payable
on cash and cash equivalents is recognised on an accruals basis.
(ii) Bank loans, loan notes and borrowings - Loans and borrowings are
initially recognised at the fair value of the consideration received, net of
issue costs associated with the borrowings. Where issue costs are incurred in
relation to arranging debt finance facilities, these are capitalised and
disclosed within Trade and other receivables and amortised over the life of
the loan.
After initial recognition, loans and borrowings are subsequently measured at
amortised cost using the effective interest method, which is the rate that
exactly discounts the estimated future cash flows through the expected life of
the liabilities. Amortised cost is calculated by taking into account any issue
costs and any discount or premium on settlement.
(iii) Derivative financial instruments - Derivative financial
instruments are used to manage the risk associated with foreign currency
fluctuations in the valuation of the investment portfolio. This is achieved by
the use of forward foreign currency contracts. Such instruments are used for
the sole purpose of efficient portfolio management. All derivative financial
instruments are held at fair value through profit or loss.
Derivative financial instruments are recognised initially at fair value on the
contract date and subsequently remeasured to the fair value at each reporting
date. All changes in the fair value of derivative financial instruments are
taken to the Statement of comprehensive income.
The maturity profile of derivative contracts is measured relative to the
financial contract settlement date of each contract, and the derivative
contracts are disclosed in the Financial statements as either current or
non-current accordingly.
F Other assets
Assets, other than those specifically accounted for under a separate policy,
are stated at their consideration receivable less impairment losses. Such
assets are short-term in nature and the carrying value of these assets is
considered to be approximate to their fair value. Assets are reviewed for
recoverability and impairment using the expected credit loss model simplified
approach. The Company will recognise the asset's lifetime expected credit
losses at each reporting period where applicable in the Statement of
comprehensive income. An impairment loss is reversed at subsequent financial
reporting dates to the extent that the asset's carrying amount does not exceed
its carrying value, had no impairment been recognised.
Assets with maturities less than 12 months are included in current assets and
assets with maturities greater than 12 months after the Balance sheet date are
classified as non-current assets.
G Other liabilities
Liabilities, other than those specifically accounted for under a separate
policy, are stated based on the amounts which are considered to be payable in
respect of goods or services received up to the financial reporting date. Such
liabilities are short-term in nature and the carrying value of these
liabilities is considered to be approximate to their fair value.
H Equity and reserves
(i) Share capital - Share capital issued by the Company is
recognised at the fair value of proceeds received and is credited to the
Stated capital account. Direct issue costs net of tax are deducted from the
fair value of the proceeds received.
(ii) Equity and reserves - The Stated capital account of the Company
represents the cumulative proceeds recognised from share issues or new equity
issued on the conversion of warrants made by the Company net of issue costs
and reduced by any amount that has been transferred to Retained reserves, in
accordance with Jersey Company Law, in previous years.
Share capital is treated as an equity instrument, on the basis that no
contractual obligation exists for the Company to deliver cash or other
financial assets to the holder of the instrument.
On 15 October 2018, the Company became UK tax domiciled and, with effect from
that date, was granted UK-approved investment trust status. Financial
statements prepared under IFRS are not strictly required to apply the
provisions of the Statements of Recommended Practice issued by the UK
Association of Investment Companies for the financial statements of Investment
Trust Companies (the 'AIC SORP'). However, where relevant and appropriate, the
Directors have looked to follow the recommendations of the AIC SORP. From this
date, the retained profits of the Company have been applied to two new
reserves, being the Capital reserve and the Revenue reserve. These are in
addition to the existing Retained reserves which incorporate the cumulative
retained profits of the Company (after the payment of dividends) plus any
amounts that have been transferred from the Stated capital account of the
Company to 15 October 2018. The Directors do not believe a separate
presentation of revenue and capital in the Statement of comprehensive income
would materially change a user's understanding of the financial statements.
The Directors have exercised their judgement in applying the AIC SORP and a
summary of these judgements is as follows:
• Net gains on investments are applied wholly to the Capital reserve
as they relate to the revaluation or disposal of investments;
• Dividends are applied to the Revenue reserve, except under
specific circumstances where a dividend arises from a return of capital or
proceeds from a refinancing, when they are applied to the Capital reserve
• Fees payable are applied to the Capital reserve where the service
provided is, in substance, an intrinsic part of an intention to acquire or
dispose of an investment;
• Movement in the fair value of derivative financial instruments is
applied to the Capital reserve as the derivative hedging programme is
specifically designed to reduce the volatility of sterling valuations of the
non-sterling denominated investments;
• Management fees are applied to the Revenue reserve as they reflect
ongoing asset management. Where a transaction fee element is due on the
acquisition of an investment, it is applied to the Capital reserve;
• Performance fees are applied wholly to the Capital reserve as they
arise mainly from capital returns on the investment portfolio;
• Operating costs are applied wholly to the Revenue reserve as there
is no clear connection between the operating expenses of the Company and the
purchase and sale of an investment;
• Finance costs are applied wholly to the Revenue reserve as the
existing borrowing is not directly linked to an investment; and
• Exchange movements are applied to the Revenue reserve where they
relate to exchange on non-portfolio assets.
(iii) Dividends payable - Dividends on ordinary shares are recognised in
the period in which the Company's obligation to make the dividend payment
arises. For the period to 15 October 2018, dividends were deducted from
Retained reserves. For subsequent periods, dividends are deducted first from
the Revenue reserve, then from the Capital reserve, and finally from the
Retained reserves if required.
I Income taxes
Income taxes represent the sum of the tax currently payable, withholding taxes
suffered and deferred tax. Tax is charged or credited in the Statement of
comprehensive income, except where it relates to items charged or credited
directly to equity, in which case the tax is also dealt with in equity.
The tax currently payable is based on the taxable profit for the year. This
may differ from the profit included in the Statement of comprehensive income
because it excludes items of income or expense that are taxable or deductible
in other years, and it further excludes items that are never taxable or
deductible.
To enable the tax charge to be based on the profit for the year, deferred tax
is provided in full on temporary timing differences, at the rates of tax
expected to apply when these differences crystallise. Deferred tax assets are
recognised only to the extent that it is probable that sufficient taxable
profits will be available against which temporary differences can be set off.
In practice, some assets that are likely to give rise to timing differences
will be treated as capital for tax purposes.
Given that capital items are exempt from tax under the Investment Trust
Company rules, deferred tax is not expected to be recognised on these
balances. All deferred tax liabilities are offset against deferred tax assets,
where appropriate, in accordance with the provisions of IAS 12.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.
Notes to the accounts
1 Operating segments
The Directors are of the opinion that the Company is engaged in a single
segment of business, being investment in core-plus infrastructure. The
internal information shared with the Directors on a monthly basis to allocate
resources, assess performance and manage the Company, presents the business as
a single segment comprising the total portfolio of investments. The identified
megatrends included in the Strategic report are not considered to be
individual operating segments.
The Company is an investment holding company and does not consider itself to
have any customers. Given the nature of the Company's operations, the Company
is not considered to be exposed to any operational seasonality or cyclicality
that would impact the financial results of the Company during the year or the
financial position of the Company at 31 March 2026.
2 Management and performance fees payable
2026 2025
Year to 31 March £m £m
Management fee 53 49
Performance fee 4 18
57 67
Total management and performance fees payable by the Company for the year to
31 March 2026 were £57 million (2025: £67 million). Note 18 provides further
details on the calculation of the management fee and performance fee.
3 Operating expenses
Operating expenses include the following amounts:
2026 2025
Year to 31 March £m £m
Audit fees 0.8 0.8
Directors' fees and expenses 0.6 0.6
In addition to the fees described above, audit fees of £0.1 million (2025:
£0.1 million) are payable by unconsolidated subsidiary entities for the year
to 31 March 2026 to the Company's auditor.
Services provided by the Company's auditor
During the year, the Company obtained the following services from the
Company's auditor, Deloitte LLP.
2026 2025
Audit services £m £m
Statutory audit¹ Company 0.6 0.6
UK and Jersey unconsolidated subsidiaries² 0.1 0.1
1 Amounts exclude VAT.
2 These amounts are payable from unconsolidated subsidiary entities and do not
form part of operating expenses but are included in the Net gains on
investments.
Non-audit services
Deloitte LLP and its associates rendered non-audit services to the Company,
totalling £80,473 for the year to 31 March 2026 (2025: £77,378). These
services included agreed-upon procedures related to management and performance
fees £9,714 (2025: £9,340) and a review of the interim financial statements
£70,759 (2025: £68,038). In line with the Company's policy, Deloitte LLP
provided non-audit services to certain unconsolidated investee companies. The
fees for these services are typically borne by the respective investee
companies or unconsolidated subsidiaries and are therefore not included in the
Company's expenses. Details on how such non-audit services are monitored and
approved can be found in the Governance section of the Annual report and
accounts 2026.
4 Finance Cost
2026 2025
Year to 31 March £m £m
Finance costs associated with the debt facilities 16 30
Professional fees payable associated with the arrangement of debt financing 2 1
18 31
The finance costs associated with the debt facilities have decreased for the
year to 31 March 2026 as a result of lower average drawings and decreased
Euribor rates. The average monthly drawn position during the year was £383
million (2025: £558 million) and the average monthly total available
facilities was £540 million (2025: £342 million).
5 Movement in the fair value of derivative financial instruments
2026 2025
Year to 31 March £m £m
Movement in the fair value of foreign exchange forward contracts (23) 34
The movement in the fair value of derivative financial instruments is included
within Profit before tax but not included within Investment return.
6 Income taxes
2026 2025
Year to 31 March £m £m
Current taxes
Current year - -
Total income tax charge in the Statement of comprehensive income - -
Reconciliation of income taxes in the Statement of comprehensive income
The tax charge for the year is different from the standard rate of corporation
tax in the UK, currently 25% (2025: 25%), and the differences are explained
below:
2026 2025
Year to 31 March £m £m
Profit before tax 295 333
Profit before tax multiplied by rate of corporation tax in the UK of 25% 74 83
(2025: 25%)
Effects of:
Non-taxable capital profits due to UK-approved investment trust company status (41) (54)
Non-taxable dividend income (3) (2)
Dividends designated as interest distributions (29) (27)
Utilisation of previously unrecognised tax losses (1) -
Total income tax charge in the Statement of comprehensive income - -
The Company's affairs are directed so as to allow it to meet the requisite
conditions to continue to operate as an approved investment trust company for
UK tax purposes. The approved investment trust status allows certain capital
profits of the Company to be exempt from tax in the UK and also permits the
Company to designate the dividends it pays, wholly or partly, as interest
distributions. These features enable approved investment trust companies to
ensure that their investors do not ultimately suffer double taxation of their
investment returns, ie once at the level of the investment fund vehicle and
then again in the hands of the investors.
As at 31 March 2026, the Company had unused tax losses of £5 million (2025:
£10 million) available for offset against future profits and these losses may
be carried forward indefinitely. In view of the restrictions on utilising
brought forward losses introduced from 1 April 2017, combined with the
uncertainty as to whether the Company will generate sufficient taxable
profits, not covered by its Investment Trust exemption, in the foreseeable
future, no deferred tax asset has been recognised in respect of these losses.
Where relevant, deferred tax assets and liabilities are calculated using the
corporation tax rate in the UK of 25% (2025: 25%).
7 Investments at fair value through profit or loss and financial instruments
All financial instruments for which fair value is recognised or disclosed are
categorised within the fair value hierarchy, described as follows, based on
the lowest level input that is significant to the fair value measurement as a
whole:
Level Fair value input description Financial instruments
Level 1 Quoted prices (unadjusted and in active markets) Quoted equity investments
Level 2 Inputs other than quoted prices included in Level 1 that are observable in the Derivative financial instruments held at fair value
market either directly (ie as prices) or indirectly (ie derived from prices)
Level 3 Inputs that are not based on observable market data Unquoted investments and unlisted funds
For assets and liabilities that are recognised in the Financial statements on
a recurring basis, the Company determines whether transfers have occurred
between levels in the hierarchy by reassessing the categorisation (based on
the lowest level input that is significant to the fair value measurement as a
whole) for each reporting period.
The table below shows the classification of financial instruments held at fair
value into the fair value hierarchy at 31 March 2026. For all other assets and
liabilities, their carrying value approximates to fair value. During the year
ended 31 March 2026, there were no transfers of financial instruments between
levels of the fair value hierarchy (2025: none).
Trade and other receivables in the Balance sheet includes £3 million of
deferred finance costs relating to the arrangement fee for the RCF (2025: £1
million). This has been excluded from the table below as it is not categorised
as a financial instrument.
Financial instruments classification
As at 31 March 2026
Level 1 Level 2 Level 3 Total
£m £m £m £m
Financial assets
Investments at fair value through profit or loss - - 4,285 4,285
Trade and other receivables - - - -
Derivative financial instruments - 33 - 33
- 33 4,285 4,318
Financial liabilities
Derivative financial instruments - (25) - (25)
- (25) - (25)
As at 31 March 2025
Level 1 Level 2 Level 3 Total
£m £m £m £m
Financial assets
Investments at fair value through profit or loss - - 3,790 3,790
Trade and other receivables - 1 - 1
Derivative financial instruments - 82 - 82
- 83 3,790 3,873
Financial liabilities
Derivative financial instruments - (5) - (5)
- (5) - (5)
Reconciliation of financial instruments categorised within Level 3 of fair
value hierarchy
As at 31 March
2026 2025
Level 3 fair value reconciliation £m £m
Opening fair value 3,790 3,842
Additions 277 213
Disposal proceeds and repayment (6) (459)
Movement in accrued income 33 12
Fair value movement (including exchange movements) 191 182
Closing fair value 4,285 3,790
The fair value movement (including exchange movements) is equal to the Net
gains on investments shown in the Statement of comprehensive income. A
breakdown of this by portfolio asset is shown in the Portfolio summary above
and discussed in further detail in the Portfolio review section. All
unrealised movements on investments and foreign exchange movements are
recognised in profit or loss in the Statement of comprehensive income during
the year and are attributable to investments held at the end of the year.
The holding period of the investments in the portfolio is expected to be
greater than one year. Therefore, investments are classified as non-current
unless there is an agreement to dispose of the investment within one year and
all relevant regulatory or other third-party approvals have been received. It
is not possible to identify with certainty whether any investments may be sold
within one year.
Investment income of £218 million (2025: £203 million) comprises dividend
income of £13 million (2025: £7 million) and interest of £205 million
(2025: £196 million).
Unquoted investments
The Company invests in private companies which are not quoted on an active
market. These are measured in accordance with the IPEV guidelines with
reference to the most appropriate information available at the time of
measurement. Further information regarding the valuation of unquoted
investments can be found in the Summary of portfolio valuation methodology
section.
The Company's policy is to fair value both the equity and shareholder debt
investments in infrastructure assets together where they will be managed and
valued as a single investment, were invested at the same time and cannot be
realised separately. The Directors consider that equity and debt share the
same characteristics and risks and they are therefore treated as a single unit
of account for valuation purposes and a single class for disclosure purposes.
As at 31 March 2026, the fair value of unquoted investments was £4,285
million (2025: £3,790 million). Individual portfolio asset valuations are
shown in the Portfolio summary.
The fair value of the investments is sensitive to changes in the macroeconomic
assumptions used as part of the portfolio valuation process. As part of its
analysis, the Board has considered the potential impact of a change in a
number of the macroeconomic assumptions used in the valuation process. By
considering these potential scenarios, the Board is well-positioned to assess
how the Company is likely to perform if affected by variables and events that
are inherently outside of the control of the Board and the Investment Manager.
The majority of the assets held within Level 3 are valued on a discounted cash
flow basis, hence the valuations are sensitive to the discount rate assumed in
the valuation of each asset. Other significant unobservable inputs include the
inflation rate assumptions, the interest rate assumptions used to project the
future cash flows, and the forecast cash flows themselves. The SONIA, Euribor,
RPI and CPI assumptions are derived from averaged data sourced from monthly
investment bank consensus forecasts, independent economic forecasters and the
Office for Budget Responsibility. The sensitivity to the inflation rate and
interest rates is described below, and the sensitivity to the forecast cash
flows is captured in the Market risk section in Note 9.
The sensitivities shown below are indicative and are considered in isolation,
holding all other assumptions constant. The timing and quantum of price
increases will vary across the portfolio and the sensitivity may differ from
that modelled. Changing the inflation rate assumption may necessitate in
consequential changes to other assumptions used in the valuation of each
asset. The analysis below shows the sensitivity of the portfolio assets (and
the impact on NAV per share) to changes in key assumptions. The reduction in
the sensitivities year-on-year is because TCR is valued on a sales basis and
DNS:NET is written down to zero at 31 March 2026 (2025: both valued on a DCF
basis).
Discount rates
The weighted average discount rate ('WADR') at 31 March 2026 is 11.1% (2025:
11.3%). An increase or decrease in the discount rates by 1% has the following
effect on valuation and NAV per share.
-1.0% change Investments +1.0% change
at fair value
through
profit or loss
Discount rate £m Pence per share £m £m Pence per share
31 March 2026 313 34.0 4,285 (274) (29.7)
31 March 2025 391 42.4 3,790 (343) (37.2)
Inflation rates - all periods
The majority of assets held within Level 3 have revenues that are linked,
partially linked or in some way correlated to inflation. The long-term CPI
inflation rate assumption across all jurisdictions is 2.0% (2025: 2.0%). The
long-term RPI assumption for the UK is 2.5% (2025: 2.5%).
A 1% increase or decrease in the inflation rate assumption for all periods
would have the following impact on the valuation and NAV per share.
-1.0% change Investments +1.0% change
at fair value
through
profit or loss
Inflation rate £m Pence per share £m £m Pence per share
31 March 2026 (314) (34.1) 4,285 348 37.7
31 March 2025 (371) (40.2) 3,790 385 41.7
Inflation rates - short-term only
A 1% increase or decrease in the short-term inflation rate assumption for the
next two years would have the following impact on the valuation and NAV per
share.
-1.0% change Investments +1.0% change
at fair value
through
profit or loss
Inflation rate £m Pence per share £m £m Pence per share
31 March 2026 (32) (3.5) 4,285 34 3.7
31 March 2025 (48) (5.2) 3,790 47 5.1
Interest rates
The valuations are sensitive to changes in interest rates, which may result
from: (i) unhedged existing borrowings within portfolio companies; (ii)
interest rates on uncommitted future borrowings assumed within the asset
valuations; and (iii) cash deposits held by portfolio companies. These
comprise a wide range of interest rates from short-term deposit rates to
longer-term borrowing rates across a broad range of debt products. A 1%
increase or decrease in the cost of borrowing assumption for unhedged
borrowings and any future uncommitted borrowing and the cash deposit rates
used in the valuation of each asset would have the following impact on the
valuation and NAV per share. This calculation does not take account of any
offsetting variances which may be expected to prevail if interest rates
change, including the impact of inflation discussed above.
-1.0% change Investments +1.0% change
at fair value
through
profit or loss
Interest rate £m Pence per share £m £m Pence per share
31 March 2026 169 18.4 4,285 (166) (18.0)
31 March 2025 190 20.6 3,790 (192) (20.8)
Over-the-counter derivatives
The Company uses over-the-counter foreign currency derivatives to hedge
foreign currency movements. The derivatives are held at fair value which
represents the price that would be received to sell or transfer the
instruments at the balance sheet date. The valuation technique incorporates
various inputs, including foreign exchange spot and forward rates, and uses
present value calculations. For these financial instruments, significant
inputs into models are market observable and are included within Level 2.
Valuation process for Level 3 valuations
The valuations on the Balance sheet are the responsibility of the Board of
Directors of the Company. The Investment Manager provides a valuation of
unquoted investments, debt and unlisted funds held by the Company on a
half-yearly basis. This is performed by the valuation team of the Investment
Manager and reviewed by the valuation committee of the Investment Manager. The
valuations are also subject to quality assurance procedures performed within
the valuation team. The valuation team verifies the major inputs applied in
the latest valuation by agreeing the information in the valuation computation
to relevant documents and market information. The valuation committee of the
Investment Manager considers the appropriateness of the valuation methods and
inputs, and may request that alternative valuation methods are applied to
support the valuation arising from the method chosen. On a half-yearly basis,
the Investment Manager presents the valuations to the Board. This includes a
discussion of the major assumptions used in the valuations, with an emphasis
on the more significant investments and investments with significant fair
value changes. Any changes in valuation methods are discussed and agreed with
the Audit and Risk Committee before the valuations on the Balance sheet are
approved by the Board.
8 Trade and other receivables
As at 31 March
2026 2025
£m £m
Current assets
Other receivables - 1
Capitalised finance costs 3 1
3 2
9 Financial risk management
A full review of the Company's objectives, policies and processes for managing
and monitoring risk is set out in the Risk report. This Note provides further
detail on financial risk management, cross-referring to the Risk report where
applicable and providing further quantitative data on specific financial
risks.
Each investment made by the Company is subject to a full risk assessment
through a consistent investment approval process. The Board's Management
Engagement Committee, Audit and Risk Committee and the Investment Manager's
investment process are part of the overall risk management framework of the
Company.
The funding objective of the Company is that each category of investment ought
to be broadly matched with liabilities and shareholders' funds according to
the risk and maturity characteristics of the assets, and that funding needs
are to be met ahead of planned investment.
Capital structure
The Company has a continuing commitment to capital efficiency. The capital
structure of the Company consists of cash held on deposit and in AAA-rated
money market funds, borrowing facilities and shareholders' equity. The
Company's Articles require its outstanding borrowings, including any financial
guarantees to support subsequent obligations, to be limited to 50% of the
gross assets of the Company. The type and maturity of the Company's borrowings
are analysed in Note 11 and the Company's equity is analysed into its various
components in the Statement of changes in equity. Capital is managed so as to
maximise the return to shareholders, while maintaining a strong capital base
that ensures that the Company can operate effectively in the marketplace and
sustain future development of the business. The Board is responsible for
regularly monitoring capital requirements to ensure that the Company is
maintaining sufficient capital to meet its future investment needs.
The Company is regulated by the JFSC under the provisions of the Collective
Investment Funds (Jersey) Law 1988 as a listed closed-ended collective
investment fund and is not required as a result of such regulation to maintain
a minimum level of capital.
Capital is allocated for investment in infrastructure across the UK and
continental Europe. As set out in the Company's Investment policy, the maximum
exposure to any one investment is 25% of gross assets (including cash
holdings) at the time of investment.
Credit risk
The Company is subject to credit risk on the debt component of its unquoted
investments, cash, deposits, derivative contracts and receivables. The maximum
exposure to credit risk as a result of counterparty default equates to the
current carrying value of these financial assets. Throughout the year and the
prior year, the Company's cash and deposits were held with counterparties with
a minimum rating above A- and in AAA-rated money market funds. The
counterparties selected for the derivative financial instruments were all
banks with a minimum of a BBB+ credit rating with at least one major rating
agency.
The credit quality of unquoted investments, which are held at fair value and
include debt and equity elements, is based on the financial performance of the
individual portfolio companies. The credit risk relating to these assets is
based on their enterprise value and is reflected through fair value movements.
This incorporates the impact from macroeconomic factors such as inflation,
interest rate rises and energy prices. The performance of underlying
investments is monitored by the Board to assess future recoverability.
For those assets and income entitlements that are not past due, it is believed
that the risk of default is small and capital repayments and interest payments
will be made in accordance with the agreed terms and conditions of the
investment. If the portfolio company has failed and there is no expectation to
recover any residual value from the investment, the Company's policy is to
record an impairment for the full amount of the loan. When the net present
value of the future cash flows predicted to arise from the asset, discounted
using the effective interest rate method, implies non-recovery of all or part
of the Company's investment, a fair value movement is recorded equal to the
valuation shortfall.
As at 31 March 2026, the Company wrote down the loan receivable relating to
DNS:NET in full, following a significant deterioration in the availability of
debt financing for FTTH businesses in Germany, as discussed further in the
Strategic report. No other loans or receivables or debt investments were
considered past due (2025: nil).
The Company actively manages counterparty risk. Counterparty limits are set
and closely monitored by the Board and a regular review of counterparties is
undertaken by the Investment Manager and reported to the Board. As at 31 March
2026, the Company did not consider itself to have a significant exposure to
any one counterparty and held deposits and derivative contracts with a number
of different counterparties to reduce counterparty risk (2025: same).
Due to the size and nature of the investment portfolio, there is the potential
for concentration risk. This risk is managed by diversifying the portfolio by
sector and geography.
Liquidity risk
Further information on how liquidity risk is managed is provided in the Risk
report. The table below analyses the maturity of the Company's contractual
liabilities.
As at 31 March 2026
Payable Due within Due between Due between
on demand 1 year 1 and 2 years 2 and 5 years Total
£m £m £m £m £m
Liabilities
Loans and borrowings¹ - (21) (19) (560) (600)
Trade and other payables (4) (15) (7) (2) (28)
Derivative contracts - (7) (6) (12) (25)
Financial commitments² (278) - - - (278)
Total undiscounted financial liabilities (282) (43) (32) (574) (931)
1 Loans and borrowings include undrawn commitment fees and interest payable on
the RCF, as referred to in Note 11. For the purposes of this disclosure, the
base RCF of £900 million matures on 30 June 2029, and the £300 million
accordion matures on 10 March 2027, reflecting the position at the Balance
sheet date. The RCF was refinanced in May 2025, well ahead of the maturity of
the previous facility in November 2026. The accordion commitments were added
in March 2026.
2 Financial commitments are described in Note 16 and are not recognised in the
Balance sheet.
As at 31 March 2025
Payable Due within Due between Due between
on demand 1 year 1 and 2 years 2 and 5 years Total
£m £m £m £m £m
Liabilities
Loans and borrowings¹ - (13) (268) - (281)
Trade and other payables (1) (30) (14) (6) (51)
Derivative contracts - (2) (1) (2) (5)
Total undiscounted financial liabilities (1) (45) (283) (8) (337)
1 Loans and borrowings include undrawn commitment fees and interest payable on
the RCF referred to in Note 11.
The derivative contracts liability shown is the net cash flow expected to be
paid on settlement. In order to manage the contractual liquidity risk, the
Company has free cash and debt facilities in place.
Market risk
The valuation of the Company's investment portfolio is largely dependent on
the underlying trading performance of the companies within the portfolio, but
the valuation of the portfolio and the carrying value of other items in the
Financial statements can also be affected by interest rate, currency and
market price fluctuations. The Company's sensitivities to these fluctuations
are set out below.
(i) Interest rate risk
Further information on how interest rate risk is managed is provided in the
Risk report.
An increase of 100 basis points in interest rates over 12 months (2025: 100
basis points) would lead to an approximate decrease in net assets and net
profit of the Company of £5 million (2025: £3 million). This exposure
relates principally to changes in interest payable on the drawn RCF balance at
the year end. The daily average cash balance of the Company, which is more
representative of the cash balance during the year, was £14 million (2025:
£18 million) and the weighted-average interest earned was 2.6% (2025: 3.9%).
In addition, the Company has indirect exposure to interest rates through
changes to the financial performance of portfolio companies caused by interest
rate fluctuations as disclosed in Note 7. This risk is considered a component
of market risk described in section (iii). The Company does not hold any fixed
rate debt investments or borrowings and is therefore not exposed to fair value
interest rate risk.
(ii) Currency risk
Further information on how currency risk is managed is provided in the Risk
report. The reporting currency of the Company's net assets are shown in the
table below. In addition, the net assets are also presented based on each
asset's underlying currency exposure, which drives the structure and execution
of the Company's hedging strategy. The sensitivity analysis demonstrates the
impact of movements in foreign currency exchange rates on the Company's net
assets, net of hedging. The hedging strategy is discussed in further details
within the Financial review.
As at 31 March 2026
GBP(1) EUR(2) NOK USD SGD Total
£m £m £m £m £m £m
Net assets by reporting currency(3) 802 1,874 434 413 214 3,737
Net assets by underlying currency(4) 1,191 1,254 483 595 214 3,737
Sensitivity analysis
Assuming a 10% appreciation in sterling against the Euro, Norwegian krone, US
dollar and Singapore dollar exchange rates:
Impact of exchange movements on net profit and net assets net of hedging n/a (10) (3) (2) (5) (20)
1 Sterling net assets include the fair value of derivatives held by the Company
at 31 March 2026 to hedge foreign currency fluctuations in the valuation of
the investment portfolio. The notional amount of the derivatives is disclosed
in Note 10. No sensitivity analysis is performed on the GBP net assets as this
would have nil impact.
2 EUR and DKK exposures are shown in a single column as the Danish krone is
pegged to the Euro and the Company manages and hedges these exposures jointly.
At 31 March 2025, these were presented separately.
3 This represents the carrying amounts of the Company's foreign currency
denominated assets and liabilities presented in the reporting currency at the
reporting date.
4 This represents the carrying amounts of the Company's foreign currency
denominated assets and liabilities adjusted for underlying currency exposures
where single investments have a multi-currency exposure. The amounts are
presented in the reporting currency of the Company at the reporting date.
As at 31 March 2025(1)
GBP(2) Euro(3) NOK USD SGD Total
£m £m £m £m £m £m
Net assets by reporting currency(4) 824 1,799 379 382 178 3,562
Net assets by underlying currency(5) 1,411 977 371 625 178 3,562
Sensitivity analysis
Assuming a 10% appreciation in sterling against the Euro, Norwegian krone, US
dollar and Singapore dollar exchange rates:
Impact of exchange movements on net profit and net assets net of hedging n/a (9) (2) (5) (3) (19)
1 At 31 March 2026, the Company has refined the presentation of its net assets
by reporting currency to present the fair value of derivatives held by the
Company at 31 March 2025 to hedge foreign currency fluctuations in the
valuations of the investment portfolio entirely in the GBP column.
Furthermore, the basis of the sensitivity analysis has been updated to reflect
the underlying currency exposure of each asset in the portfolio. This revised
approach improves clarity of the Company's true FX exposure, and comparative
figures have been updated to apply the same presentation basis.
2 Sterling net assets include the fair value of derivatives held by the Company
at 31 March 2025 to hedge foreign currency fluctuations in the valuation of
the investment portfolio. The notional amount of the derivatives is disclosed
in Note 10. No sensitivity analysis is performed on the GBP net assets as this
would have nil impact.
3 EUR and DKK exposures are shown in a single column as the Danish krone is
pegged to the Euro and the Company manages and hedges these exposures jointly.
At 31 March 2025, these were presented separately.
4 This represents the carrying amounts of the Company's foreign currency
denominated assets and liabilities presented in the reporting currency at the
reporting date.
5 This represents the carrying amounts of the Company's foreign currency
denominated assets and liabilities adjusted for underlying currency exposures
where single investments have a multi-currency exposure. The amounts are
presented in the reporting currency of the Company at the reporting date.
The impact of an equivalent depreciation in sterling against the EUR, NOK, USD
and SGD exchange rates has the inverse impact on net profit and net assets
from that shown above. The risk exposure at the year end is considered to be
representative of this year as a whole.
(iii) Market risk
Further information about the management of external market risk and its
impact on price or valuation, which arises principally from unquoted
investments, is provided in the Risk report. A 10% increase in the fair value
of those investments would have the following direct impact on net profit and
net assets. The impact of a change in all cash flows has an equivalent impact
on the fair value, as set out below.
2026 2025
Year to 31 March £m £m
Increase in net profit and net assets 429 379
The impact of a 10% decrease in the fair value of those investments would have
the inverse impact on net profit and net assets from that shown above. The
risk exposure at the year end is considered to be representative of this year
as a whole.
By the nature of the Company's activities, it has large exposures to
individual assets that are susceptible to movements in price. This risk
concentration is managed within the Company's investment strategy, as
discussed in the Risk report.
(iv) Fair values
The fair value of the investment portfolio is described in detail in the
Summary of portfolio valuation methodology section and in Note 7. The fair
values of the remaining financial assets and liabilities approximate to their
carrying values (2025: same).
The sensitivity analysis in respect of the interest rate, currency and market
price risks is considered to be representative of the Company's exposure to
financial risks throughout the period to which they relate (2025: same).
10 Derivative financial instruments
As at 31 March
2026 2025
£m £m
Non-current assets
Foreign exchange forward contracts 7 33
Current assets
Foreign exchange forward contracts 26 49
Non-current liabilities
Foreign exchange forward contracts (18) (3)
Current liabilities
Foreign exchange forward contracts (7) (2)
Foreign exchange forward contracts
The Company uses foreign exchange forward contracts to minimise the effect of
fluctuations in the investment portfolio from movements in exchange rates, and
also to fix the value of certain expected future cash flows arising from
distributions made by investee companies.
The fair value of these contracts is recorded in the Balance sheet. No
contracts are designated as hedging instruments and consequently all changes
in fair value are taken through profit or loss.
As at 31 March 2026, the notional amount of the forward foreign exchange
contracts held by the Company was £2,324 million (2025: £1,956 million).
11 Loans and borrowings
The Company had a £1.2 billion RCF at 31 March 2026, comprising a base RCF of
£900 million and £300 million of additional commitments under an accordion
feature. During the year, the base RCF was extended by a year and now matures
in June 2029. The commitments under the accordion feature mature in March
2027.
The RCF is secured by a floating charge over the bank accounts of the Company.
Interest is payable at SONIA or Euribor plus a fixed margin on the drawn
amount. This fixed margin is subject to a small adjustment annually based upon
performance against agreed sustainability metrics. As at 31 March 2026, the
Company had £535 million of drawings under the RCF (2025: £260 million). The
RCF has one financial covenant: a loan-to-value ratio.
The changes in the Company's liabilities arising from financing activities are
shown in the table below.
As at 31 March
2026 2025
£m £m
Opening liability 260 510
Additions 292 239
Repayments (29) (476)
Exchange movements 12 (13)
Closing liability 535 260
12 Trade and other payables
As at 31 March
2026 2025
£m £m
Non-current liabilities
Performance fee 9 20
Current liabilities
Management and performance fees 17 30
Accruals and other creditors 2 1
28 51
The carrying value of all liabilities is representative of fair value (2025:
same).
13 Issued capital
As at 31 March 2026 As at 31 March 2025
Number £m Number £m
Authorised, issued and fully paid
Opening balance 922,350,000 1,598 922,350,000 1,598
Closing balance 922,350,000 1,598 922,350,000 1,598
Reconciliation to Stated capital account
As at 31 March 2026 As at 31 March 2025
£m £m
Proceeds from issue of ordinary shares 1,598 1,598
Transfer to retained reserves on 20 December 2007 (693) (693)
Cost of issue of ordinary shares (26) (26)
Stated capital account closing balance 879 879
As at 31 March 2026, the residual value on the Stated capital account was
£879 million (2025: £879 million).
14 Per share information
The earnings and net asset value per share attributable to the equity holders
of the Company are based on the following data:
Year to 31 March 2026 2025
Earnings per share (pence)
Basic and diluted 32.0 36.1
Earnings (£m)
Profit after tax for the year 295 333
Number of shares (million)
Weighted average number of shares in issue 922.4 922.4
Number of shares at the end of the year 922.4 922.4
As at 31 March
2026 2025
Net asset value per share (pence)
Basic and diluted 405.2 386.2
Net assets (£m)
Net assets 3,737 3,562
15 Dividends
Declared and paid during the year Year to 31 March 2026 Year to 31 March 2025
Pence per Pence per
share £m share £m
Interim dividend paid on ordinary shares 6.725 62 6.325 58
Prior year final dividend paid on ordinary shares 6.325 58 5.950 55
13.05 120 12.275 113
The Company proposes paying a final dividend of 6.725 pence per share (2025:
6.325 pence) which will be payable to those shareholders that are on the
register on 12 June 2026. On the basis of the shares in issue at year end,
this would equate to a total final dividend of £62 million (2025: £58
million).
The final dividend is subject to approval by shareholders at the AGM in July
2026 and has therefore not been accrued in these Financial statements.
16 Commitments
As at 31 March 2026, the Company had a commitment of €319 million or £278
million to 3i Managed Infrastructure Acquisitions II LP which is the entity
set up to acquire a majority stake in the Lefdal Mine Datacenter and a small
portfolio of operating renewable assets (2025: nil). Of this commitment,
approximately €301 million or £262 million is the expected investment
amount with the balance of the commitment available for future funding.
17 Contingent liabilities
As at 31 March 2026, the Company had no contingent liabilities (2025: nil).
18 Related parties
Transactions between 3i Infrastructure and 3i Group
3i Group holds 29.2% (2025: 29.2%) of the ordinary shares of the Company. This
classifies 3i Group as a 'substantial shareholder' of the Company as defined
by the UK Listing Rules. During the year, 3i Group received dividends of £35
million (2025: £33 million) from the Company.
3i Investments plc, a subsidiary of 3i Group, is the Company's Alternative
Investment Fund Manager and provides its services under an Investment
Management Agreement ('IMA'). 3i plc, another subsidiary of 3i Group, together
with 3i Investments plc, provides support services to the Company (which are
ancillary and related to the investment management service), which it is doing
pursuant to the terms of the IMA.
Fees under the IMA consist of a tiered management fee and time weighting of
the management fee calculation and a one-off transaction fee of 1.2% payable
in respect of new investments. The applicable tiered rates are shown in the
table below. The management fee is payable quarterly in advance.
Gross investment value Applicable tier rate
Up to £1.25bn 1.4%
£1.25bn to £2.25bn 1.3%
Above £2.25bn 1.2%
For the year to 31 March 2026, £53 million (2025: £49 million) was payable,
including one-off transaction fees payable in respect of new investments, and
advance payments of £51 million were made, resulting in an amount due to 3i
plc of £2 million (2025: £1 million due from 3i plc). In consideration of
the provision of support services under the IMA, the Company pays the
Investment Manager an annual fixed fee. The cost for the support services
incurred for the year to 31 March 2026 was £1 million (2025: £1 million).
There was no outstanding balance payable as at 31 March 2026 (2025: nil).
Under the IMA, a performance fee is payable to the Investment Manager equal to
20% of the Company's total return in excess of 8%, payable in three equal
annual instalments. The second and third instalments will only be payable if
either (a) the Company's performance in the year in which that instalment is
paid also triggers payment of a performance fee in respect of that year, or
(b) if the Company's performance over the three years, starting with the year
in which the performance fee is earned, exceeds the 8% hurdle on an annual
basis. There is no high water mark requirement.
The performance hurdle requirement was exceeded for the year to 31 March 2026
and therefore a performance fee of £4 million was recognised (2025: £18
million). The outstanding balance payable as at 31 March 2026 was £24 million
(2025: £50 million), which includes the second and third instalments of the
FY25 fee and the third instalment of the FY24 fee.
Year Performance Outstanding balance at Payable
fee
£m 31 March in FY27
£m £m
FY26 4 4 1
FY25 18 12 6
FY24 26 8 8
Under the IMA, the Investment Manager's appointment may be terminated by
either the Company or the Investment Manager giving the other not less than 12
months' notice in writing, or by giving the other six months' notice in
writing if the Investment Manager has ceased to be a member of 3i Group, or
with immediate effect by either party giving the other written notice in the
event of insolvency or material or persistent breach by the other party. The
Investment Manager may also terminate the agreement on two months' notice
given within six months of a change of control of the Company.
Regulatory information relating to fees
3i Investments plc acts as the AIFM to the Company. In performing the
activities and functions of the AIFM, the AIFM or another 3i company may pay
or receive fees, commissions or non-monetary benefits to or from third parties
of the following nature:
• payments for third-party services: The Company may retain the
services of third-party consultants; typically this is for an independent
director or other investment management specialist expertise. The amount paid
varies in accordance with the nature of the service and the length of the
service period and is usually, but not always, paid or reimbursed by the
portfolio companies. The payment may involve a flat fee, retainer or success
fee. Such payments, where borne by the Company, are included within Operating
expenses. In some circumstances, the AIFM may retain the services of
third-party consultants which are paid for by the AIFM and not recharged to
the Company; and
• payments for services from 3i companies: Other 3i companies may
provide investment advisory and other services to the AIFM or other 3i
companies and receive payment for such service.
19 Unconsolidated subsidiaries and related undertakings
Name Place of incorporation and operation Ownership interest
Investment holding companies:
3i Tampnet Holdings Limited UK 100%
3iN Attero Holdco Limited UK 100%
3i Amalthea Topco Limited UK 100%
3i Green Gas Limited Jersey 100%
3i Envol Limited Jersey 72%
3i Oystercatcher Holdco Limited UK 100%
Oystercatcher Holdings Limited UK 100%
Oystercatcher Holdco Limited UK 100%
Oystercatcher Luxco 1 S.à r.l. Luxembourg 100%
Oystercatcher Luxco 2 S.à r.l. Luxembourg 100%
3i Managed Infrastructure Acquisitions II LP UK 73%
3i India Infrastructure Fund A LP UK 100%
DNS:NET Group:
DNS Holdings GmbH Germany 64%
DNS Bidco GmbH Germany 64%
DNS:NET Internet Service GmbH Germany 64%
Antennen-Schulze GmbH Germany 64%
ESVAGT Group:
ERRV Holdings ApS Denmark 83%
ERRV ApS Denmark 83%
ESVAGT A/S Denmark 83%
ESVAGT Holdings Inc USA 83%
Crest Wind I, LLC USA 21%
Crowley SOV I, LLC USA 21%
ESVAGT Norge AS Norway 83%
ESVAGT Holdings Ltd UK 83%
ESVAGT UK Ltd UK 83%
P/F ESVAGT Thor Faroe Islands 83%
ESVAGT Korea ApS Denmark 83%
Mar de Grado S.L. Spain 83%
Mar de Berrobi S.L. Spain 83%
FLAG Group:
GCX Topco Limited UK 98%
GCX Midco Limited UK 98%
GCX Bidco Limited UK 98%
GCX Holdings Limited Bermuda 98%
GCX Global Limited Bermuda 98%
FLAG Telecom Limited Bermuda 98%
FLAG Telecom Asia Limited Hong Kong 98%
FLAG Telecom UK Limited UK 98%
GCX India Services Limited India 98%
FLAG Atlantic France SAS France 98%
FLAG Telecom Australia Pty Limited Australia 98%
FLAG Telecom Deutschland GmbH Germany 98%
FLAG Telecom Guam Limited Guam 98%
FLAG Atlantic UK Limited UK 98%
FLAG Telecom Singapore Pte Limited Singapore 98%
GCXG India Private Limited India 98%
FLAG Telecom Taiwan Limited Taiwan 59%
FLAG Holdings (Taiwan) Limited Taiwan 49%
FLAG Telecom Development Limited Bermuda 98%
FLAG Telecom Hellas AE Greece 98%
FLAG Telecom Development Services LLC Egypt 98%
FLAG Telecom Network Services DAC Ireland 98%
FLAG Telecom Ireland DAC Ireland 98%
FLAG Telecom Ireland Network DAC Ireland 98%
FLAG Telecom Network USA Limited USA 98%
FLAG Telecom España Network SAU Spain 98%
FLAG Telecom Japan Limited Japan 98%
Seoul Telenet Inc. Korea 48%
GCX Managed Services Limited Bermuda 98%
Vanco Group Limited UK 98%
Vanco UK Limited UK 98%
Vanco Global Limited UK 98%
Vanco International Limited UK 98%
Vanco ROW Limited UK 98%
Vanco GmbH Germany 98%
Vanco SAS France 98%
Vanco (Asia Pacific) Pte Limited Singapore 98%
Vanco SpZoo Poland 98%
Euronet Spain SA Spain 98%
Vanco Switzerland A.G. Switzerland 98%
Vanco Sweden AB Sweden 98%
Vanco Srl Italy 98%
Net Direct SA (Proprietary) Limited South Africa 98%
Vanco Japan KK Japan 98%
Vanco India Ops Private Limited India 98%
Vanco Australasia Pty Limited Australia 98%
Vanco BV The Netherlands 98%
Vanco Deutschland GmbH Germany 98%
VNO Direct Limited UK 98%
Vanco US, LLC USA 98%
Vanco Solutions Inc. USA 98%
Yipes Holdings, Inc. USA 98%
Reliance Globalcom Services Inc. USA 98%
YTV Inc. USA 98%
Future Biogas Group:
Green Gas Holdco 1 Limited UK 77%
Green Gas Holdco 2 Limited UK 77%
Future Biogas Holdco Limited UK 72%
Future Biogas Midco Limited UK 72%
Future Biogas Bidco Limited UK 72%
Future Biogas Group Limited UK 72%
Future Biogas Limited UK 72%
Future Biogas Systems Limited UK 72%
Ironstone Energy Limited UK 72%
Moor Bio-Energy Limited UK 72%
Little Oak Biogas Limited UK 72%
Heath Farm Energy Limited UK 72%
Ridge Road Energy Limited UK 72%
Meridian Biogas Limited UK 72%
Riccall Renewables Limited UK 72%
Beckby Biogas Limited UK 72%
Bluestone Biogas Limited UK 72%
Carrstone Renewables Limited UK 72%
Burton Agnes Renewables Limited UK 72%
Bawtry Hub Clamp Limited UK 72%
AD Holdco 1 Limited UK 37%
Vulcan Renewables Limited UK 37%
Warren Energy Limited UK 37%
Grange Farm Energy Limited UK 37%
Egmere Energy Limited UK 37%
Biogas Meden Limited UK 37%
Merlin Renewables Limited UK 37%
Infinis Group:
Infinis Energy Group Holdings Limited UK 100%
Infinis Energy Management Limited UK 100%
Infinis Limited UK 100%
Infinis (Re-Gen) Limited UK 100%
Darwen Land Holdings Limited UK 100%
Novera Energy (Holdings 2) Limited UK 100%
Novera Energy Generation No. 1 Limited UK 100%
Novera Energy Operating Services Limited UK 100%
Gengas Limited UK 100%
Novera Energy Generation No. 2 Limited UK 100%
Costessey Energy Limited UK 100%
Infinis Alternative Energies Limited UK 100%
Infinis Energy Services Limited UK 100%
Infinis Solar Holdings Limited UK 100%
Infinis Solar Limited UK 100%
ND Solar Enterprises Limited UK 100%
Aura Power Solar UK6 Limited UK 100%
Infinis (Gowerton) Limited UK 100%
Infinis (California) Limited UK 100%
Infinis (Oaklands) Limited UK 100%
Infinis (Ford Oaks) Limited UK 100%
Infinis Solar Developments Limited UK 100%
Durham Solar 1 Limited UK 100%
Infinis Wind Limited UK 100%
Infinis Energy Storage Limited UK 100%
Infinis (Shoreside) Limited UK 100%
Balbougie Energy Centre II Limited UK 100%
Infinis (Peel Road) Energy Storage Limited UK 100%
Infinis (Caton Road) Energy Storage Limited UK 100%
Alkane Energy Limited UK 100%
Alkane Energy UK Limited UK 100%
Seven Star Natural Gas Limited UK 100%
Regent Park Energy Limited UK 100%
Leven Power Limited UK 100%
Rhymney Power Limited UK 100%
Alkane Energy CM Limited UK 100%
Ionisos Group:
Epione Holdco SAS France 97%
Epione Bidco SAS France 97%
Ionisos Mutual Services SAS France 97%
Ionisos SAS France 97%
Ionmed Esterilización S.A. Spain 97%
Ionisos GmbH Germany 97%
Ionisos Baltics OÜ Estonia 97%
EBD Irradiation Services AG Switzerland 97%
Joulz Group:
Joulz Holdco B.V. The Netherlands 99%
Joulz Manco B.V. The Netherlands 75%
Joulz Bidco B.V. The Netherlands 99%
Joulz B.V. The Netherlands 99%
Joulz Meetbedrijf B.V. The Netherlands 99%
Joulz Infradiensten B.V. The Netherlands 99%
Joulz Laadoplossingen B.V. The Netherlands 99%
Joulz Zonne-energie B.V. The Netherlands 99%
Joulz Zonne-energie Beheer B.V. The Netherlands 99%
Dutch Durables Energy 2 B.V. The Netherlands 99%
Dutch Durables Energy 5 B.V. The Netherlands 99%
Dutch Durables Energy 6 B.V. The Netherlands 99%
Joulz Business Solutions B.V. The Netherlands 99%
Joulz Italia S.R.L. Italy 99%
Joulz Belgium B.V. Belgium 99%
Joulz Sun4Business N.V. Belgium 99%
Joulz Sun4Business 1 N.V. Belgium 99%
Joulz Sun4Business 3 N.V. Belgium 99%
Joulz Sun4Business 4 N.V. Belgium 99%
SRL Group:
Amalthea Holdco Limited UK 92%
Amalthea Midco Limited UK 92%
Amalthea Bidco Limited UK 92%
Jupiter Bidco Limited UK 92%
SRL Traffic Systems Limited UK 92%
SRL GmbH Germany 92%
SRL Traffic Systems Limited Ireland 92%
Tampnet Group:
Colombo Topco Limited UK 50%
Colombo Investment Holdings Limited UK 45%
Colombo Holdco Limited UK 45%
Colombo Bidco Limited UK 45%
Brent Holdings AS Norway 45%
Tampnet AS Norway 45%
Tampnet Telecom do Brasil LTDA Brazil 45%
Tampnet Serviços de Telecomunicaçāo LTDA Brazil 45%
Tampnet Netherlands B.V. The Netherlands 45%
Tampnet Sweden AB Sweden 45%
Tampnet Canada Inc. Canada 45%
Tampnet Germany GmbH Germany 45%
Tampnet Oceania Pty Australia 45%
Tampnet UK Ltd UK 45%
Colombo US Bidco Inc. USA 45%
Tampnet Inc. USA 45%
Tampnet Licensee LLC USA 45%
Tampnet Holdco Inc. USA 45%
Tampnet USA LLC USA 45%
Tampnet Trinidad & Tobago Ltd Trinidad & Tobago 45%
Tampnet Mexico S.A. de C.V. Mexico 45%
TCR Group:
Envol Holdings Limited Jersey 71%
Envol Midco Limited UK 71%
Envol Investments Limited UK 71%
TCR Group Shared Services SDN, BHD. Malaysia 71%
TCR New Zealand New Zealand 71%
TCR APAC (Singapore) Pte Limited Singapore 71%
TCR Ground Support Equipment Canada Inc. Canada 71%
TCR GSE Singapore Pte Limited Singapore 71%
TCR AD LLC UAE 71%
Ground Support Equipment Solutions India Pvt Limited India 71%
TCR Korea CO. Limited South Korea 71%
TCR Middle East LLC Saudi Arabia 71%
Trailer Construction and Repairing - TCR Portugal, Unipessoal Lda Portugal 71%
TCR GSE Australia PLY Limited Australia 71%
EEM Solution PLY Limited Australia 71%
Adaptalift GSE Pty Limited Australia 71%
TCR Solution SDN, BHD. Malaysia 71%
TCR International USA, Inc. USA 71%
TCR Americas LLC USA 71%
TCR International N.V. Belgium 71%
KES B.V. The Netherlands 71%
Trailer Construction & Repairing Netherland (TCR) B.V. The Netherlands 71%
TCR Belgium N.V. Belgium 71%
TCR France SAS France 71%
Aerobatterie SAS France 71%
TCR Eco Centre France France 71%
TCR UK Limited UK 71%
Technical Maintenance Solutions UK Limited UK 71%
TCR-GmbH Trailer, Construction, Repairing and Equipment Rental Germany 71%
Trailer Construction & Repairing Ireland Limited Ireland 71%
TCR Italia S.p.A. Italy 71%
TCR Norway AS Norway 71%
TCR Sweden AB Sweden 71%
TCR Denmark ApS Denmark 71%
TCR Finland OY Finland 71%
Trailer Construction and Repairing Iberica S.A.U. Spain 71%
Maintenance of Equipment on Tarmac Services S.A. Spain 36%
Dormant entities:
3i Osprey LP UK 69%
The list above comprises the unconsolidated subsidiary undertakings of the
Company as at 31 March 2026.
There are no current commitments or intentions to provide financial or other
support to any of the unconsolidated subsidiaries, including commitments or
intentions to assist the subsidiaries in obtaining financial support, except
for those disclosed in Note 16 (2025: none). No such financial or other
support was provided during the year (2025: none).
Investment policy (unaudited)
The Company aims to build a diversified portfolio of equity investments in
entities owning infrastructure businesses and assets. The Company seeks
investment opportunities globally, but with a focus on Europe, North America
and Asia.
The Company's equity investments will often comprise share capital and related
shareholder loans (or other financial instruments that are not shares but
that, in combination with shares, are similar in substance). The Company may
also invest in junior or mezzanine debt in infrastructure businesses or
assets.
Most of the Company's investments are in unquoted companies. However, the
Company may also invest in entities owning infrastructure businesses and
assets whose shares or other instruments are listed on any stock exchange,
irrespective of whether they cease to be listed after completion of the
investment, if the Directors judge that such an investment is consistent with
the Company's investment objectives.
The Company will, in any case, invest no more than 15% of its total gross
assets in other investment companies or investment trusts which are listed on
the Official List.
The Company may also consider investing in other fund structures (in the event
that it considers, on receipt of advice from the Investment Manager, that that
is the most appropriate and effective means of investing), which may be
advised or managed either by the Investment Manager or a third party. If the
Company invests in another fund advised or managed by 3i Group, the relevant
proportion of any advisory or management fees payable by the investee fund to
3i plc will be deducted from the annual management fee payable under the
Investment Management Agreement and the relevant proportion of any performance
fee will be deducted from the annual performance fee, if payable, under the
Investment Management Agreement.
For the avoidance of doubt, there will be no similar set-off arrangement where
any such fund is advised or managed by a third party.
For most investments, the Company seeks to obtain representation on the Board
of Directors of the investee company (or equivalent governing body) and in
cases where it acquires a majority equity interest in a business, that
interest may also be a controlling interest.
No investment made by the Company will represent more than 25% of the
Company's gross assets, including cash holdings, at the time of making the
investment. It is expected that most individual investments will exceed £50
million. In some cases, the total amount required for an individual
transaction may exceed the maximum amount that the Company is permitted to
commit to a single investment. In such circumstances, the Company may consider
entering into co-investment arrangements with 3i Group (or other investors who
may also be significant shareholders), pursuant to which 3i Group and its
subsidiaries (or such other investors) may co-invest on the same financial and
economic terms as the Company. The suitability of any such co-investment
arrangements will be assessed on a transaction-by-transaction basis.
Depending on the size of the relevant investment and the identity of the
relevant co-investor, such a co-investment arrangement may be subject to the
related party transaction provisions contained in the UK Listing Rules and may
therefore require shareholder consent.
The Company's Articles require its outstanding borrowings, including any
financial guarantees to support subsequent obligations, to be limited to 50%
of the gross assets of the Company (valuing investments on the basis included
in the Company's accounts).
In accordance with UK Listing Rules requirements, the Company will only make a
material change to its Investment policy with the approval of shareholders.
Statement of Directors' responsibilities
In accordance with the FCA's Disclosure Guidance and Transparency Rules, the
Directors confirm to the best of their knowledge that:
a) the Financial statements, prepared in accordance with applicable
accounting standards, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company taken as a whole; and
b) the Annual report and accounts include a fair review of the development
and performance of the business and the position of the Company taken as a
whole, together with a description of the principal risks and uncertainties
faced by the Company.
The Directors of the Company and their functions are listed below. The
Directors have acknowledged their responsibilities in relation to the
Financial statements for the year to 31 March 2026.
Richard Laing
Chair
11 May 2026
Board of Directors and their functions
Richard Laing, Non-executive Chair and Chair of the Nomination Committee and
the Management Engagement Committee.
Stephanie Hazell, Senior Independent Director and Chair of the Remuneration
Committee.
Martin Magee, Independent non-executive Director and Chair of the Audit and
Risk Committee.
Milton Fernandes, Independent non-executive Director.
Lisa Gordon, Independent non-executive Director.
Jennifer Dunstan, Non-executive Director.
Portfolio valuation methodology (unaudited)
A description of the methodology used to value the investment portfolio of the
Company is set out below in order to provide more detailed information than is
included within the accounting policies and the Investment Manager's review
for the valuation of the portfolio. The methodology complies in all material
aspects with the International Private Equity and Venture Capital valuation
guidelines which are endorsed by the British Private Equity and Venture
Capital Association and Invest Europe.
Basis of valuation
Investments are reported at the Directors' estimate of fair value at the
reporting date in compliance with IFRS 13 Fair Value Measurement. Fair value
is defined as 'the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date'.
General
In estimating fair value, the Directors seek to use a methodology that is
appropriate in light of the nature, facts and circumstances of the investment
and its materiality in the context of the overall portfolio. The methodology
that is the most appropriate may consequently include adjustments based on
informed and experience-based judgements, and will also consider the nature of
the industry and market practice. Methodologies are applied consistently from
period to period, except where a change would result in a better estimation of
fair value. Given the uncertainties inherent in estimating fair value, a
degree of caution is applied in exercising judgements and making necessary
estimates.
Investments may include portfolio assets and other net assets/liabilities
balances. The methodology for valuing portfolio assets is set out below. Any
net assets/liabilities within intermediate holding companies are valued in
line with the Company accounting policy and held at fair value or approximate
to fair value.
Quoted investments
Quoted equity investments are valued at the closing bid price at the reporting
date. In accordance with International Financial Reporting Standards, no
discount is applied for liquidity of the stock or any dealing restrictions.
Quoted debt investments will be valued using quoted prices provided by
third-party broker information where reliable or will be held at cost less
fair value adjustments.
Unquoted investments
Unquoted investments are valued using one of the following methodologies:
• Discounted Cash Flow ('DCF');
• Proportionate share of net assets;
• Sales basis; and
• Cost less any fair value adjustments required.
DCF
DCF is the primary basis for valuation. In using the DCF basis, fair value is
estimated by deriving the present value of the investment using reasonable
assumptions and estimation of expected future cash flows, including contracted
and uncontracted revenues, expenses, capital expenditure, financing and
taxation, and the terminal value and date, and the appropriate risk-adjusted
discount rate that quantifies the risk inherent to the investment. The
terminal value attributes a residual value to the investee company at the end
of the projected discrete cash flow period. The discount rate will be
estimated for each investment derived from the market risk-free rate, a
risk-adjusted premium and information specific to the investment or market
sector.
Proportionate share of net assets
Where the Company has made investments into other infrastructure funds, the
value of the investment will be derived from the Company's share of net assets
of the fund based on the most recent reliable financial information available
from the fund. Where the underlying investments within a fund are valued on a
DCF basis, the discount rate applied may be adjusted by the Company to reflect
its assessment of the most appropriate discount rate for the nature of assets
held in the fund. In measuring the fair value, the net asset value of the fund
is adjusted, as necessary, to reflect restrictions on redemptions, future
commitments, illiquid nature of the investments and other specific factors of
the fund.
Sales basis
The expected sale proceeds will be used to assign a fair value to an asset in
cases where offers have been received as part of an investment sales process.
This may either support the value derived from another methodology or may be
used as the primary valuation basis. A marketability discount is applied to
the expected sale proceeds to derive the valuation where appropriate.
Cost less fair value adjustment
Any investment in a company that has failed or, in the view of the Board, is
expected to fail within the next 12 months, has the equity shares valued at
nil and the fixed income shares and loan instruments valued at the lower of
cost and net recoverable amount.
Glossary
AD refers to anaerobic digestion, a biological process that produces biogas
which can be used to generate renewable energy.
AI refers to artificial intelligence.
Alternative Investment Fund ('AIF') 3i Infrastructure plc is an AIF managed
by 3i Investments plc.
Alternative Investment Fund Manager ('AIFM') is the regulated manager of an
AIF. For 3i Infrastructure plc, this is 3i Investments plc.
AIFMD refers to the Alternative Investment Fund Managers Directive, a
regulatory framework which applies to the management of AIFs managed and
marketed in and into the EU.
Approved Investment Trust Company is a particular UK tax status maintained
by 3i Infrastructure plc. An Approved Investment Trust Company is a UK tax
resident company which meets certain conditions set out in the UK tax rules,
which include a requirement for the company to undertake portfolio investment
activity that aims to spread investment risk and for the company's shares to
be listed on an approved exchange. The 'approved' status for an Investment
Trust must be agreed by the UK tax authorities and its benefit is that certain
profits of the company, principally its capital profits, are not taxable in
the UK.
Asset IRR refers to the internal rate of return of the existing and realised
portfolio since the inception of the Company. The asset IRR to 31 March 2026
is 18% (2025: 18%). This calculation incorporates the cost of each investment,
cash income, proceeds on disposal, capital returns, valuation as at 31 March
2026, including accrued income and an allocation of foreign exchange hedging.
Association of Investment Companies ('AIC') is a UK trade body for
closed-ended investment companies.
Board is the Board of Directors of the Company.
Capex refers to capital expenditure which is money a company uses to acquire,
upgrade, and maintain physical assets such as property, plants, buildings,
technology, or equipment. Capex is often used to undertake new projects or
investments by a company which add some future economic benefit to the
operation.
Capital reserve recognises all profits that are capital in nature or have been
allocated to capital. These profits are distributable by way of a dividend.
Company refers to 3i Infrastructure plc.
CPI refers to the consumer price index and is a measure of inflation.
CSRD is the Corporate Sustainability Reporting Directive.
Discounting means the reduction in present value at a given date of a future
cash transaction at an assumed rate, using a discount factor reflecting the
time value of money.
EBITDA or earnings before interest, taxes, depreciation and amortisation, is a
measure of a company's financial performance.
EO refers to ethylene oxide which is used by Ionisos as a sterilising agent
for medical equipment and other products that cannot withstand high
temperatures.
ERRV is an emergency rescue and response vessel.
ESG refers to environmental, social and governance.
Euribor refers to the Euro interbank offered rate and is widely used as a
reference rate for floating-rate loans, derivatives and other financial
instruments.
EV/LTM is a valuation multiple that compares a company's enterprise value to
its earnings over the last 12 months, typically measured as EBITDA. It is
commonly used to assess relative value in acquisitions and investments.
External auditor refers to the independent auditor, Deloitte LLP.
Fair value through profit or loss ('FVTPL') is an IFRS measurement basis
permitted for assets and liabilities which meet certain criteria. Gains and
losses on assets and liabilities measured as FVTPL are recognised directly in
the Statement of comprehensive income.
FCA refers to the Financial Conduct Authority who regulate financial services
firms and financial markets in the UK.
FTTH refers to fibre-to-the-home. This describes the fibre-optic connection to
individual homes or buildings.
FY15, FY16, FY24, FY25, FY26, FY27, FY28, FY29, FY30, FY31, FY32, FY33, FY34
refers to the financial years to 31 March 2015, 31 March 2016, 31 March 2024,
31 March 2025, 31 March 2026, 31 March 2027, 31 March 2028, 31 March 2029, 31
March 2030, 31 March 2031, 31 March 2032, 31 March 2033 and 31 March 2034
respectively.
GHG refers to greenhouse gases.
GWh refers to gigawatt-hour and is a unit of energy representing one billion
watt-hours.
Initial Public Offering ('IPO') is the mechanism by which a company admits its
stock to trading on a public stock exchange. 3i Infrastructure plc completed
its IPO in March 2007.
International Financial Reporting Standards ('IFRS') are accounting standards
issued by the International Accounting Standards Board ('IASB'). The Company's
Financial statements are required to be prepared in accordance with IFRS, as
adopted by the UK.
Investment income is that portion of income that is directly related to the
return from individual investments and is recognised as it accrues. It
comprises dividend income, income from loans and receivables, and fee income.
It is recognised to the extent that it is probable that there will be an
economic benefit and the income can be reliably measured.
IRR refers to the internal rate of return and is a metric used to estimate the
profitability of investments.
Key Performance Indicator ('KPI') is a measure by reference to which the
development, performance or position of the Company can be measured
effectively.
Long-term sustainable returns are returns that can be sustained into the long
term.
M&A or mergers and acquisitions refers to the consolidation of companies
or their major assets through financial transactions between companies.
Multiple on Invested Capital ('MOIC') or Money multiple is calculated as the
cumulative distributions and realisation proceeds plus any residual value
divided by invested or paid-in capital.
MW refers to megawatt and is a unit of power equal to one million watts.
MWp refers to megawatt-peak and is a unit indicating a solar plant's maximum
potential power output under ideal conditions.
Net asset value ('NAV') is a measure of the fair value of all the Company's
assets less liabilities.
NAV per share is the NAV divided by the total number of shares in issue.
Net annualised return is the annualised growth rate in NAV per share to 31
March 2026, including ordinary and special dividends paid. The net annualised
return since the inception of the Company to 31 March 2026 was 12% (2025: 12%)
and for the last 10 financial years to 31 March 2026 was 13% (2025: 14%).
Net gains on investments is the movement in the fair value of investments
between the start and end of the accounting period, or investment disposal
date, or the investment acquisition date and the end of the accounting period,
including divestment-related costs where applicable, converted into sterling
using the exchange rates in force at the end of the period.
Ongoing charges A measure of the annual recurring operating costs of the
Company, expressed as a percentage of average NAV over the reporting period.
Public Private Partnership ('PPP') projects is a government service or private
business venture which is funded and operated through a partnership of
government and one or more private sector companies.
Retained reserves recognise the cumulative profits to 15 October 2018,
together with amounts transferred from the Stated capital account.
Revenue reserve recognises all profits that are revenue in nature or have been
allocated to revenue.
Revolving credit facility ('RCF') refers to the £1.2 billion facility
provided by the Company's lenders.
RPI refers to the retail price index and is a measure of inflation.
SBTi refers to the Science Based Targets initiative, a corporate climate
action organisation.
SONIA refers to the sterling overnight index average and is widely used as a
reference rate for pricing floating-rate loans, derivatives and other
financial instruments.
SORP means the Statement of Recommended Practice: Financial Statements of
Investment Trust Companies and Venture Capital Trusts.
SOV is a service operation vessel.
Stated capital account The Stated capital account of the Company represents
the cumulative proceeds recognised from share issues or new equity issued on
the conversion of warrants made by the Company net of issue costs and reduced
by any amount that has been transferred to Retained reserves, in accordance
with Jersey Company Law, in previous years.
Sustainability KPIs Sustainability metrics in relation to the
sustainability-linked revolving credit facility. The facility includes targets
across ESG themes aligned with our purpose.
TCFD is the Task Force on Climate-related Financial Disclosures.
Total return measured as a percentage, is calculated against the opening NAV,
net of the final dividend for the previous year, and adjusted (on a
time-weighted average basis) to take into account any equity issued and
capital returned in the year.
Total Shareholder Return ('TSR') is the measure of the overall return to
shareholders and includes the movement in the share price and any dividends
paid, assuming that all dividends are reinvested on their ex-dividend date.
For further information see our website www.3i-infrastructure.com
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