REG - Digital 9 Infrastr. - Results for the full year ended 31 December 2025
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RNS Number : 4819A Digital 9 Infrastructure PLC 15 April 2026
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER
THE UK'S MARKET ABUSE REGULATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
SUCH INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
15 April 2026
DIGITAL 9 INFRASTRUCTURE PLC
("D9" or the "Company" and, together with its subsidiaries, the "Group")
Results for the full year ended 31 December 2025
The Board of Digital 9 Infrastructure plc (the "Board") announces the
Company's audited results for the year ended 31 December 2025. The Company's
Annual Report and Accounts have been published and are available on the
Company's website.
Eric Sanderson, Chair of D9, said:
"2025 was another challenging year for the Company and its shareholders but
the Board and Investment Manager made tangible progress in delivering the
managed wind‑down approved in March 2024. The Company completed three
material disposals during the year which enabled D9 to fully repay and cancel
the Group's revolving credit facility, and significantly strengthen the
Company's liquidity position. Together with the early settlement of the Verne
Global earn‑out post-period end, these actions have enabled the first
compulsory capital redemption to shareholders, expected in April 2026.
With two remaining assets in the portfolio, our focus is on proactively
managing D9's positions in Arqiva and Elio Networks. We now begin the next
phase of D9's wind down with our focus remaining on delivering the realisation
plan by supporting the management teams of Arqiva and Elio to maximise value
and, over time, support the orderly return of capital to D9 shareholders."
Key Highlights
· The Company completed three material disposals, EMIC‑1, SeaEdge
UK1 and Aqua Comms, generating aggregate proceeds of £76.7 million. This
enabled the full repayment and cancellation of the Group's revolving credit
facility ("RCF"), a core priority of the Board.
· Post year-end, the Company agreed to and received an early cash
settlement of the Verne Global earn‑out for £10 million (valued at nil as
at 30 June 2025), providing increased certainty of a return of capital to
shareholders.
· Compulsory Redemption of ordinary shares for an amount equivalent
to approximately 3.5 pence per existing share. Payment to shareholders is
expected to be made by end of April 2026..
· Net Asset Value at 31 December 2025 was 9.3 pence per share (31
December 2024: 34.4 pence), reflecting the combined impact of completed
disposals, portfolio revaluation movements, and the reassessment of valuation
assumptions for the remaining investments.
· As part of the year‑end valuation process, the Company
undertook a comprehensive reassessment of Arqiva, resulting in a nil equity
valuation which reflected the structure of the Company's equity interest and
associated leverage held via the Vendor Loan Note at the time of acquisition,
observable market transactions, and updated, more conservative business plan
assumptions.
· Following the completion of the wholly‑owned asset disposals,
the portfolio now comprises two investments: Arqiva and Elio Networks,
simplifying the portfolio structure and delivery of the Managed Wind‑Down.
· Elio Networks continued to perform strongly during the year,
delivering revenue and EBITDA growth, performing ahead of business plan
expectations and benefiting from active operational and strategic engagement
by the Investment Manager.
· During the year, Arqiva performed broadly in line with
expectations, in terms of financial results and successfully installing smart
meters to water customers. The valuation adjustment taken in 2025 reflects
updated long‑term assumptions and is not driven by under-delivery in current
performance.
· The Group ended the year with a positive net cash position,
materially reducing financial risk and providing the Board with increased
flexibility to progress remaining realisations and, where appropriate,
consider further returns of surplus capital to shareholders through compulsory
redemptions.
Publication of documentation
The above information is an extract from D9's 2025 Annual Report. The Annual
Report has been submitted to the National Storage Mechanism and will shortly
be available for inspection
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
It can also be obtained from the Company Secretary or from the Reports &
Publications section of the Company's website,
at https://www.d9infrastructure.com/ (https://www.d9infrastructure.com/) .
ENDS.
Contacts
Digital 9 Infrastructure plc via FTI
Consulting
Eric
Sanderson
InfraRed Capital Partners Limited +44 (0) 207 484 1751
James O'Halloran
Mohammed Zaheer
Panmure Liberum Limited (Financial Adviser to the Company) +44 (0) 203 100 2222
Chris Clarke
Darren Vickers
J.P. Morgan Cazenove (Corporate Broker) +44 (0) 20 7742 4000
William Simmonds
FTI Consulting (Communications Adviser) dgi9@fticonsulting.com (mailto:dgi9@fticonsulting.com)
Mitch Barltrop +44 (0) 7807 296 032
Maxime Lopes +44 (0) 7890 896 777
LEI Code: 213800OQLX64UNS38U92
The person responsible for arranging the release of this announcement on
behalf of the Company is Uloma Adighibe, Company Secretary.
About Digital 9 Infrastructure plc
Digital 9 Infrastructure plc (DGI9) is an investment trust listed on the
London Stock Exchange and a constituent of the FTSE All-Share, with the ticker
DGI9. The Company's investment objective is to undertake a Managed Wind-Down
of the Company and realise all existing assets in the Company's portfolio in
an orderly manner. For more information, please visit www.d9infrastructure.com
(http://www.d9infrastructure.com) .
Chair's Statement
Introduction
2025 was another difficult year for D9's shareholders, marked by significant
write-downs in net asset value. The Board focused on the execution of the
managed wind-down and to do so, we sought to provide shareholders with greater
clarity on the Company's path forward. This is from a position of comparative
strength following the Company's deleveraging and disciplined asset
realisations. The Board is pleased to report the first Compulsory Redemption
of ordinary shares for an amount equivalent to approximately 3.5 pence per
existing ordinary share. Payment to shareholders is expected to be made by end
of April 2026.
In line with the four priorities outlined last year - reducing leverage,
balancing value maximisation with timely capital returns, preserving value
through active cost and portfolio management, and maintaining transparent
shareholder engagement - the Board and Investment Manager delivered
substantial progress. We completed several material disposals, strengthened
the Group's financial position through the full repayment of the RCF, and
oversaw continued positive performance at Elio Networks.
Despite this progress, the recent third-party minority shareholder
transactions, and the associated reduction in value of our largest investment,
Arqiva, were disappointing. They highlighted the risks inherent in the
structure of the Company's investment in Arqiva, where even relatively modest
changes in the enterprise value of the business can translate into substantial
movements in the equity value attributable to D9, which has fallen below the
balance outstanding on D9's Vendor Loan Note ("VLN"). The VLN issued in
connection with the acquisition of Arqiva is non-recourse to the Company and
the wider Group, with recourse limited to the Company's shares in Arqiva, and
any repayment or transfer of the VLN would arise only in connection with the
realisation of the Arqiva investment.
Realisation Plan Progress and Liquidity
During the year, the Company completed three major disposals: EMIC-1, SeaEdge
UK1 and Aqua Comms. The first two disposals provided the liquidity required to
fully repay the RCF, a central priority for the Board, while also leaving the
Company in a stronger and more stable position from which to execute the
remainder of the Managed Wind-Down.
The repayment and cancellation of the RCF, held by the Company's direct
subsidiary D9 Holdco, has materially reduced the Group's financial risk and
increased the Company's strategic flexibility. The Compulsory Redemption
mechanism approved by shareholders at a General Meeting on 12 March 2026,
provides a flexible and orderly framework to return cash to shareholders as
asset realisations are completed. Following the retention of an appropriate
working capital reserve, the Board expects to return surplus proceeds to
shareholders through the compulsory redemption mechanism, as described further
below.
Portfolio Valuation
Arqiva
As part of the 31 December 2025 year-end valuation process, the Company
undertook a comprehensive reassessment of its valuation of Arqiva. This review
was informed by updated business planning and, importantly, by observable
third-party transaction evidence, including arms-length third-party minority
shareholder transactions.
In November 2025, vehicles managed by Macquarie Asset Management ("Macquarie")
announced an agreement to sell their minority interest in Arqiva. This sale
completed in March 2026, when IFM also entered into a binding agreement to
sell its minority interest on equivalent economic terms to Macquarie. Both
stakes were acquired by Polus Capital Management ("Polus"), an investment
management firm with approximately $14 billion in assets under management and
with extensive experience investing in essential European and UK
infrastructure. D9 and Polus are aligned in their commitment to work actively
with Arqiva's management in order to enhance the value of Arqiva over time.
These two transactions provided independent and contemporaneous market
datapoints for Arqiva's equity value. Consistent with the approach adopted by
the Company's auditors and an independent third-party valuation expert, these
transactions were treated as the most reliable indicator of fair value at the
year-end.
In parallel, Arqiva refreshed its long-term business plan during the second
half of 2025. The revised plan adopts a deliberately conservative approach,
reflecting prudent assumptions around the evolution of the DTT market,
competitive dynamics in capacity pricing, the phasing of smart metering
activity and the capital structure required to support the business through
its next refinancing cycle. While Arqiva continues to deliver resilient
operational performance in terms of revenue and service delivery and remains a
critical part of the UK's national broadcast and utilities infrastructure, it
has experienced margin pressure during the year from competitive DTT capacity
pricing and business-mix effects. The structure of D9's equity interest in
Arqiva, together with the associated Vendor Loan Note issued at acquisition
and leverage at the operating company level, means that even modest changes in
long‑term assumptions can translate into disproportionate movements in the
equity value attributable to the Company. More detail is available in the Q2
financial statements released by Arqiva in February 2026.
While this is disappointing for shareholders, we see a credible path to value
over time and subject to external policy and financing developments, including
broadcasting policy outcomes, capital structure developments, inflation
indexation, and further operational efficiencies, which could support future
upside recovery should market conditions evolve favourably.
To ensure the Company is well positioned to capture such upside, we have
strengthened governance and oversight at Arqiva during the year. This includes
the appointment of a new CFO, enhancements to forecasting and financial
modelling processes, and more focused engagement on capital structure,
operating performance and strategy. At a D9 fund level, the Board and
Valuation Committee have implemented additional oversight measures. The
realisation plan anticipates an optimal exit of Arqiva following milestones
relating to broadcasting policy, the BBC charter, public service broadcasting,
contract renewals and refinancing. Nonetheless, we remain prepared to act
earlier should it be in D9's shareholder interests.
Elio Networks
Elio Networks continued to make strong operational progress during 2025,
delivering growth in customer segments and strengthening its commercial base.
The business is performing ahead of expectations and continues to benefit from
a high-quality service proposition and targeted commercial strategy.
InfraRed has remained deeply engaged with Elio's management team, supporting
improvements across governance, operations, strategic planning and long-term
growth positioning. The recently announced M&A debt facility, run in-house
by InfraRed, provides flexibility to pursue targeted acquisition opportunities
as part of a disciplined buy-and-build strategy, although no value relating to
potential acquisitions has been recognised at this stage.
Given its potential, the Board considers that retaining Elio at this stage of
the wind-down is in shareholders' best interests. Elio offers both organic and
inorganic upside potential, and we intend to continue pursuing value-enhancing
initiatives ahead of a future realisation aligned with the broader wind-down
timetable.
More details on the strategy for Arqiva and Elio and the valuation movements
for both can be found in the Investment Manager's report and Valuation section
of this report, respectively.
Verne Earn-Out Settlement
During the period, the Board and the Investment Manager undertook an extensive
review of the Verne Global earn-out, including detailed legal, commercial,
financial and technical due diligence and engaged in a negotiation process
with Ardian regarding the operation of the earn-out mechanism. As part of this
process, and in order to support its assessment, the Company negotiated access
to additional information relating to the performance of the assets within the
defined earn-out perimeter.
Based on this work, led by InfraRed and supported by specialist advisors with
deep expertise in Data Centre businesses and by leading external legal
advisers reviewing the contractual terms of the earn out, as announced on 2
April 2026, the Board concluded that the earn-out was highly unlikely to
result in any payment under the contractual mechanism. This reflected the
defined earn-out perimeter agreed at the time of sale and prevailing operating
conditions, including constraints on capacity delivery, which materially
limited the likelihood of achieving the FY 2026 run-rate EBITDA threshold.
In light of this assessment, and following constructive engagement with
Ardian, the Board determined that agreeing a settlement represented the best
available outcome for shareholders. Binding terms were agreed and the Company
received £10 million in cash prior to the end of April 2026. The settlement
provides both parties with a clear and certain crystallisation of value at an
agreed level and represents a pragmatic and mutually beneficial resolution,
including for Ardian-backed Verne through the release of capital previously
reserved in respect of the maximum earn-out amount.
Capital Distribution
Following the repayment and cancellation of the Company's RCF and the
retention of an appropriate working capital reserve, the Board intends to
return surplus proceeds to shareholders through the compulsory redemption
mechanism approved by shareholders on 12 March 2026.
As announced on 2 April 2026, the cash proceeds received from the settlement
of the Verne Global earn-out, together with proceeds from the disposal of Aqua
Comms, are expected to fund the first distribution under the Managed
Wind-Down. The first compulsory redemption is expected to take place by the
end of April 2026 and is anticipated to be equivalent to approximately 3.5
pence per share, with the detailed timetable and mechanics set out in the
Redemption Announcement released alongside these results.
Prior Year Adjustment ("PYA") Review (for the year ended 31 December 2023)
As previously disclosed in the 2024 Annual Report, the Board undertook an
independent review of selected components of the 31 December 2023 valuation,
recognising that neither the current Board nor the current Investment Manager
were involved in that process. The review identified material errors, in
respect of an overstatement of the Aqua Comms valuation and an omission
relating to a provision for potential additional VLN associated with the
Arqiva acquisition. This exercise was concluded in September 2025 and
therefore was not reflected in the 2024 Annual Report and Accounts, but was
reported in the June 2025 unaudited half year review. The adjustment has been
recognised in the June 2025 financial statements through the statement of
changes in equity, resulting in a £111.5 million reduction to the 2024
opening reserves, with no impact on the statement of financial position as at
31 December 2024. On 9 April 2026, the Financial Reporting Council ("FRC")
announced the opening of an investigation under its Audit Enforcement
Procedure into the audit conducted by PwC of the Company's financial
statements for the financial year ended 31 December 2023.
Previous Investment Management Arrangements
As previously reported, the Company is in ongoing discussion with Triple Point
Investment Management LLP ("Triple Point"), its previous manager, regarding
the level of fees due, if any, in connection with the cessation of their
management contract. These discussions are ongoing.
As part of the PYA recognised during the year, the Board reassessed certain
historical management fee accruals based on updated information and a revised
understanding of the contractual framework. This resulted in the release of
£0.8 million of previously accrued fees through the current year income
statement. This accounting adjustment does not prejudice, nor does it
represent a resolution of, the ongoing discussions with Triple Point.
Maximising Value from Here
The Board is focused on delivering the Managed Wind-Down in a way that
protects and maximises value for shareholders. As previously noted, with the
RCF fully repaid and as announced today, the first capital distribution
expected in late April 2026, the Company has reached an important transition
point in the realisation process.
The Board recognises that the deterioration in Arqiva's equity value to a
level below the VLN is deeply disappointing for our shareholders. While
historical decisions and structural characteristics of the portfolio have
contributed meaningfully to this position, the Board and Investment Manager
have taken decisive steps to stabilise the Company, through stronger
governance, complete balance sheet deleveraging and a disciplined, pragmatic
approach to the asset realisation plan.
In 2026, we remain focused on the levers within our control: maintaining
strong oversight of Arqiva and Elio, progressing realisation activities
responsibly, preserving liquidity, controlling costs and maintaining open,
consistent engagement with shareholders. Although the backdrop remains
challenging, the Board continues to believe that sustained active management
and disciplined execution offer a credible path to outcomes exceeding those
implied by the Company's current market valuation.
Eric Sanderson
Chair
14 April 2026
Investment Objective and Investment Policy
The Board is responsible for the Company's Investment Objective and Investment
Policy and has overall responsibility for ensuring the Company's activities
are in line with such overall strategy.
The Company's current Investment Objective and Investment Policy, as approved
by shareholders at the 25 March 2024 General Meeting receiving 99.89% of votes
in favour, are published below.
INVESTMENT OBJECTIVE
The Company will be managed, either by a third-party investment manager or
internally by the Company's Board of Directors, with the intention of
realising all the remaining assets in the Portfolio, in an orderly manner with
a view to ultimately returning available cash to the Company's shareholders
("Shareholders") following the repayment and cancellation of the Group's RCF
from the proceeds of the assets realised pursuant to the Investment Policy.
INVESTMENT POLICY
The assets of the Company will be realised in an orderly manner, returning
cash to Shareholders at such times and in such manner (which may be by way of
compulsory redemptions, direct buybacks, tender offers, dividends or any other
form of return) as the Board may, in its absolute discretion, determine. The
Board intends that the proceeds of asset realisations, following the retention
of an appropriate working capital reserve, will be available for distribution
to Shareholders or used to meet other outstanding indebtedness of the Company,
including the non-recourse indebtedness to the vendors of the Company's Arqiva
asset issued by way of a vendor loan note ("VLN"), which the Company may repay
or transfer to a future buyer of the Arqiva asset.
The Board will endeavour to realise all of the Company's investments in a
manner that achieves a balance between maximising the net value received from
those investments and making timely returns to Shareholders.
The Company will cease to make any new investments (including any follow-on
investments) or to undertake capital expenditure, except with the prior
written consent of the Board and where, in the opinion of the Board, in its
absolute discretion:
a) failure to make the investment or capital expenditure would result in a
breach of contract or applicable law or regulation by the Company, any member
of its group or any vehicle through which it holds its investments; or
b) the investment or capital expenditure is considered necessary to
protect or enhance the value of any existing investment or to facilitate an
orderly divestment, any such investment or capital expenditure being a
"Permitted Investment".
Subject to the ability of the Company to make Permitted Investments, any cash
received by the Company as part of the realisation process prior to its
distribution to Shareholders will be held by the Company as cash in Sterling
on deposit and/or as cash equivalents.
BORROWING AND HEDGING
The Company may utilise borrowings for short-term liquidity purposes. The
Company may also, from time to time, use borrowing for investment purposes on
a short-term basis where it expects to repay those borrowings from realisation
of investments. Gearing represented by borrowings (excluding the VLN) will not
exceed 20% of Net Asset Value calculated at the time of drawdown. The RCF was
fully repaid and cancelled during the year.
The Company may use derivatives for hedging as well as for efficient portfolio
management. No such hedging transactions will be undertaken for speculative
purposes.
Key Performance Indicators
In order to track the Company and/or Group's progress, the key performance
indicators ("KPIs") monitored are set out below.
KPI AND DEFINITION RELEVANCE TO STRATEGY PERFORMANCE COMMENT
1. Divestment activity (£)
Portfolio Company Divestments agreed Reflects the ability of the Company to realise all the remaining assets in the Completed divestments of Aqua Comms, EMIC-1, Announced portfolio company divestments represent progress in respect of the
portfolio, as per the Investment Objective.
Sea Edge UK1, and binding terms agreed on Verne Global earn-out with proceeds Company's Managed Wind-Down.
received in April 2026, that totals
£86.3 million(1).
2. Absolute Debt
Absolute Debt Level of Digital 9 Holdco Limited A reduction in the absolute debt level of the Company's subsidiary, D9 Holdco During the year to A reduction in absolute debt level of D9 Holdco represents progress towards
represents the ability to reduce debt and enact the Managed Wind-Down.
31 December 2025, the outstanding £53 million RCF balance was fully repaid returning capital to shareholders in D9.
using proceeds from asset sales.
3. Total return (%)(2)
The change in NAV in the period and cash returns paid per share in the year. The total return high-lights the underlying performance of the portfolio's (73.0)% for the year to 31 December 2025. The negative return is primarily driven by a non‑cash valuation adjustment
investment valuations, including dividends paid.
at Arqiva to nil. Elio was revalued upwards following good progress against
(78.3)% for the period from IPO to 31 December 2025. its business plan.
4. Total shareholder returN (%)(2)
The change in share price and cash paid per share. The total shareholder return highlights the share price movements, including (68.8)% for the year to The decrease is driven by a significant fall in the share price to 5.9 pence
reinvestment of dividends.
31 December 2025. as at
31 December 2025, primarily due to the Arqiva related disposal activity by
(94.1)% for the period from IPO to 31 December 2025. minority shareholders.
5. Earnings per share (pence)
The post-tax earnings attributable to shareholders divided by weighted average The EPS reflects the Company's ability to generate earnings from its Loss of 25.1 pence per share for the year to 31 December 2025 The main driver in the loss per share for the year was the movement in fair
number of shares in issue over the period. investments, including valuation movements.
(see Note 22). value of the Company's investment in Arqiva. Other key drivers were
operational costs and financing costs incurred for the Group's RCF and VLN.
(31 December 2024 restated: Loss of 32.1 pence per share).
6. NAV per share (pence)
NAV divided by number of shares outstanding as at the year-end. The NAV per share reflects the value of the portfolio on a per share basis. 9.3 pence per share. The NAV per share fell as a result of the decrease in the valuation in the
year, and costs incurred including financing costs incurred for the Group's
(31 December 2024: RCF and VLN.
34.4 pence per share)
(see Note 23).
7. Ongoing Charges Ratio(2)
Annualised ongoing charges are the Com-pany's management fee and all other Ongoing charges show the drag on performance caused by the operational 2.4% for the period to 31 December 2025 The ongoing charges ratio has increased with the decrease in NAV. Total
operating expenses (i.e. excluding acquisition costs and other non-recurring expenses incurred by the Company.
expenses in the year have decreased compared to the prior year, but the ratio
(31 December 2024: 2.1%). as a percentage of the NAV increased.
items) expressed as a percentage of the average published undiluted NAV in the
period, calculated in accordance with Association of Investment Companies
guidelines.
1 Proceeds are disclosed net of transaction costs in-line with their
corresponding RNS'
2 Alternative Performance Measure ("APM").
Investment Manager's Report
Review of the Year
Company and Portfolio Performance
The Company reported a pre-tax loss of £217.0 million for the twelve months
to 31 December 2025 (2024 restated: £277.5 million pre-tax loss), equal to a
25.1 pence loss per share (2024: 32.1 pence loss per share). This primarily
reflects the fair value decrease in the Arqiva investment valuation. This
valuation write down resulted in an overall Net Asset Value ("NAV") decrease
from £297.3 million (34.4 pence per share) at 31 December 2024 to £80.2
million (9.3 pence per share) at 31 December 2025.
At a portfolio level, aggregate portfolio company revenues increased 5.2%
year-on-year, with EBITDA decreasing 4.9%, reflecting ongoing margin pressure
at Arqiva. Further details are set out below.
Following multiple disposals, the portfolio now comprises two investments:
Arqiva and Elio Networks. Arqiva remains a critical national provider of UK
broadcast and utilities infrastructure, delivering revenue growth in 2025
driven by indexation and contracted metering programmes, albeit with margin
pressure from competitive DTT pricing and business-mix effects. The asset
operates within an evolving policy and financing environment, with downside
outcomes reflected in the current valuation and potential upside linked to
future broadcasting policy clarity, refinancing and utilities growth.
Elio continues to perform strongly, delivering resilient revenue and EBITDA
growth, supported by high-quality connectivity demand, operational discipline
and a scalable platform. Across the remaining portfolio, the Investment
Manager remains focused on active stewardship, transparency and disciplined
execution in support of the Company's Managed Wind-Down.
The NAV decrease in the year of £217.0 million, or 25.1 pence per share, was
primarily driven by a £212.9 million (24.6 pence per share) fair value loss
across the portfolio. The most significant driver was the write-down of the
Arqiva investment which, net of the associated VLN liability, reduced NAV by
24.8 pence per share. This was partially offset by a 0.8 pence per share
contribution from Elio Networks due to its outperformance relative to its
business plan, and the 0.7 pence per share uplift on the Verne Global earn-out
following the early cash settlement which was received in April 2026. Other
movements, including financing costs, contributed a further 1.8 pence per
share decrease.
VALUATIONS
Overview of Valuation Approach
The Directors' Valuation, prepared by the Investment Manager and independently
reviewed for Arqiva and Elio, reflects detailed bottom-up financial modelling,
market evidence and updated investee company business plans. Investee
companies were valued using a discounted cash flow methodology alongside
relevant transaction evidence. External macro-assumptions (inflation, interest
rates, taxation) and updated long-term forecasts were incorporated based on
market data.
During the year, the portfolio's fair value decreased £283.8 million, driven
by:
· Arqiva write-down: £214.8 million;
· Divestments (SeaEdge, EMIC-1, Aqua Comms, Verne Earn-out): £82.1
million combined reduction, derecognition of investments held at fair value at
their opening NAV
· Elio Networks positive movement: £7.1 million;
· Verne Global earn-out: net positive movement of £6.0 million,
reflecting a write-down from £4.0 million at 31 December 2024 to £nil at the
half-year, followed by the recognition of a £10.0 million settlement uplift
at the year-end.
The weighted average discount rate was 14.50% (31 December 2024: 14.00%).
SUMMARY OF PORTFOLIO VALUATION METHODOLOGY
InfraRed Capital Partners Limited ("InfraRed"), in its capacity as Investment
Manager, prepares the fair market valuation of the Company's investment
portfolio for approval by the Directors each reporting period. This valuation
(the "Directors' Valuation") is an Alternative Performance Measure and
reflects both the fair value of the investment portfolio and any contracted
future divestments as at the reporting date.
The Directors' Valuation is prepared on a six-monthly basis at 30 June and 31
December. As the Group's investments are unquoted, valuations are derived
using a blended approach incorporating discounted cash flow ("DCF") analysis
of forecast cash flows from each portfolio company alongside relevant market
evidence, including transaction benchmarks and long-term sector data.
Key external macroeconomic assumptions, such as inflation, interest rates, and
taxation, are informed by market data and external economic forecasts. The
Investment Manager exercises judgement in assessing expected future cash
flows, using detailed portfolio company financial models and adjusting where
necessary to reflect economic assumptions, operating performance, and risk
factors.
The Investment Manager exercises its judgement in assessing the expected
future cash flows from each investment based on the detailed financial models
produced by each Portfolio Company and adjusting where necessary to reflect
the Group's economic assumptions as well as any specific operating
assumptions.
Fair value is then derived using an appropriate market discount rate and
year-end currency exchange rates. Discount rates reflect risks associated with
equity cash flows, including liquidity, market appetite, revenue
predictability and service delivery considerations. Where appropriate,
relevant market transactions by other investors and transactions for
comparable companies are also factored into the decision on fair value at this
stage.
The Directors' Valuation is a key input to the calculation of NAV, and the
Valuation Committee receives an independent review of the valuations for
Arqiva and Elio Networks from a third-party professional valuation expert,
with the Audit Committee reviewing the outputs and methodologies. Following
the completion of the PYA exercise, and the 2025 year-end valuation process,
and given the reduced number of investments remaining, the Board resolved to
dispense with the separate Valuation Committee and for the activities to be
rolled back in to the Audit Committee's remit.
Valuation of unquoted equities is necessarily subjective and relies on
assumptions that are sensitive to external macroeconomic, market and political
factors. As a result, no assurance can be given that divestment proceeds will
equal or exceed the Directors' Valuation.
DISCOUNT RATES
Investments are valued on a DCF basis using forecast free equity cash flows
over periods typically ranging from 5 to 25 years, followed by a terminal
value where applicable. Discount rates are determined using a bottom-up
analysis of the weighted average cost of capital, incorporating observable
market inputs and sector-specific metrics, including betas derived from
comparable listed companies.
Where appropriate, valuations are cross-checked against market multiples to
validate DCF outcomes.
For the year ended 31 December 2025, the weighted average discount rate was
14.50% (31 December 2024: 14.00%). Terminal value assumptions have been
reassessed to reflect InfraRed's bottom-up review of updated portfolio company
business plans.
LIQUIDITY
As at 31 December 2025, the Group held £39.3 million of cash, including £0.6
million held by the Company. All cash is unrestricted. The increase from the
prior year reflects disposal proceeds (EMIC-1, Sea Edge UK1 and Aqua Comms)
offset by the full repayment of the RCF in May 2025.
The Company expects to distribute surplus proceeds from Aqua Comms following
retention of an appropriate working capital reserve and subject to completion
of the capital redemption mechanism. Including the expected future
distribution to shareholders initially announced in December 2025, there is
sufficient liquidity to meet the expected working capital requirements of the
Company until the fund is wound up.
DEBT FINANCING
Excluding Portfolio Companies and the VLN, D9 had no debt as of 31 December
2025, having fully repaid the RCF during the year. As at 31 December 2025, the
VLN balance was £197.6 million including accrued interest but excluding the
Bilsdale provision (31 December 2024: £185.5 million). The VLN is
non-recourse to the rest of the group.
Portfolio Company debt as at 31 December 2025 consisted of £718.1 million at
Arqiva (31 December 2024: £746.6 million), presented pro rata based on D9's
51.76% economic interest. This debt is not a contractual obligation of D9.
Subsequent to the year-end, Elio completed a debt financing which provides
additional flexibility to support its disciplined buy‑and‑build strategy.
Debt metrics
The below table shows the Group's leverage position as at 31 December 2025.
31 December 2025 31 December 2024
£'million £'million
Total Portfolio Value 47.2 330.9
Subsidiary Cash & Equivalents 38.7 11.8
RCF - (53.3)
D9 Holdco net liabilities (5.1) (3.3)
Reconciled IFRS Valuation(1) 80.8 286.1
PLC Other Current Liabilities (1.2) (1.0)
PLC Cash 0.6 12.1
Total Assets 80.2 297.2
RCF(1) - 53.3
Adjusted GAV(3) 80.2 350.5
£'million £'million
RCF(2) - 53.3
Total Group Leverage - 53.3
Leverage / Adjusted GAV(2) N/A 15.2%
1 The Company's fair value investment represents the valuation of its wholly
owned direct subsidiary D9 Holdco, which in turn holds the investments in the
underlying Portfolio Companies, and the shareholder loan between the Company
and D9 Holdco. D9 Holdco also held the Group's RCF before it was fully repaid
during the year.
2 The impact of the VLN is excluded from this table. This is on the basis
that the Arqiva investment value is nil as at 31 December 2025 and the VLN is
non-recourse to the rest of the Group.
3 Gross Asset Value
At 31 December 2025 At 31 December 2024
£'million £'million
Net Debt / EBITDA
Drawn RCF - 53.3
Group Cash & Equivalents (inc. restricted cash) (39.3) (23.9)
Net (Cash) / Debt(1) (39.3) 29.4
Annualised Portfolio EBITDA 166.0 179.2
Net Debt / EBITDA (0.24)x 0.16x
(prorated for D9 ownership)(2)
Arqiva debt 718.1 746.6
(prorated for D9 ownership)(2)
Adjusted Net Debt / EBITDA 4.09x 4.33x
1 Excludes impact of VLN which is non-recourse to the rest of the group
2 This is D9's share of Arqiva gross debt. It is not an Arqiva net debt
figure and as a result does not include cash held by Arqiva; it is a more
conservative approach and is in line with previously reported figures
During the year ended 31 December 2025, the Company fully repaid the RCF,
ending the year in a net cash position of £39.3 million (31 December 2024:
net debt position of £29.4 million), excluding the VLN.
Review of Portfolio as of 31 December 2025
Aggregate portfolio revenues totalled £732.3 million, a 5% increase on 2024.
The increase is a result of indexation of inflation linked cashflows in
Arqiva, along with the continued water meter roll out, partially offset by
continued growth at Elio Networks. Portfolio EBITDA declined 5%, consistent
with prior guidance that margin pressure would continue in 2025.
Portfolio Financial Performance
(based on portfolio as at 31 December 2025)
Portfolio companies' performance for all periods have been retranslated at the
31 December 2025 exchange rates.
12 months to 12 months to
31 December 2025
31 December 2024
Revenue £732.3 million £696.2 million
Year-on-year growth (%) 5% (5)%
EBITDA £316.8 million £333.1 million
Year-on-year growth (%) (5)% 0%
Margin (%) 43% 48%
Our portfolio
Sector Wireless
Currency GBP
Date invested October 2022
Equity Ownership 48.02%
Economic interest 51.76%
Valuation (as at 31 December 2025) £nil
Initial equity investment £300 million
Total capex funded to date N/A (self-funded)
Total equity investment to date £300 million
Revenue (twelve months to 31 December 2025) £375 million
EBITDA (twelve months to 31 December 2025) £162 million
Note: Figures presented are pro-rated based on the Company's 51.76% economic
interest in Arqiva. Economic interest is determined by D9's ownership of New
Shareholder Loans in Arqiva.
Arqiva is the UK's pre-eminent national provider of television and radio
broadcast infrastructure and a key supplier of end-to-end connectivity
solutions to both media and utilities customers. The business is a
longstanding partner to the UK broadcasting sector and a significant
participant in the development of the UK's smart utility infrastructure
through its water and energy metering services. Arqiva also operates one of
the UK's leading satellite uplink and distribution businesses.
As at 31 December 2025, the Company's investment in Arqiva was held at a nil
valuation. This reflects the application of market‑based fair value
principles within a highly leveraged capital structure and the Company's VLN,
rather than any change in the operational importance or strategic relevance of
the business.
Arqiva's broadcast and transmission services underpin the provision of public
service and commercial broadcasting on the UK digital terrestrial television
("DTT") network. These activities are supported by long-term contracts with
blue-chip customers, including the BBC, ITV, Channel 4, Sky and Warner Bros.
Discovery. Within utilities, Arqiva's metering infrastructure supports the
Government's strategic aims on water and electricity efficiency and customer
value. Major customers include the Data Communications Company ("DCC"), Thames
Water, Anglian Water, Affinity Water and United Utilities.
Performance in 2025
During 2025, Arqiva delivered revenue growth driven primarily by inflation
indexation and the continued delivery of contracted water-metering programmes.
EBITDA declined modestly year on year, reflecting ongoing margin pressure in
the DTT capacity business and a changing mix towards lower-margin utilities
activities.
In broadcast, Arqiva continued to renew a number of significant customer
contracts; however, competitive intensity in commercial DTT capacity pricing
remained elevated, resulting in lower contribution margins than previously
anticipated. The business also continued to manage inflationary cost pressures
while maintaining service quality and network resilience across its national
infrastructure.
Policy and Market Environment
In May 2024, Ofcom published its report on the future of UK television
distribution, setting out a range of potential pathways for broadcasting over
the next 10-15 years. Arqiva remains actively engaged with Ofcom, DCMS and
other relevant stakeholders as policy development continues.
The range of potential outcomes spans continued service provision broadly in
line with current limited arrangements through to scenarios involving a more
DTT network over time. The Directors' valuation adopts a balanced and
evidence-based position across this range of outcomes, informed by management
insight, external perspectives and a prudent assessment of policy risk.
Arqiva also derives a significant proportion of its income from transmission
services provided to UK public service broadcasters under contracts expiring
from 2030. Renewal discussions are expected over the next two years.
Within utilities, the Independent Water Commission chaired by Sir Jon Cunliffe
recommended in June 2025 the acceleration of smart-meter rollout, including
through expanded mandatory metering. The subsequent Defra White Paper
reaffirmed the Government's intention to remove barriers to wider deployment.
Arqiva secured several major contracts for the current regulatory period
("AMP8"), representing a substantial share of available opportunities.
Delivery of these contracts is progressing well, with connection rates
performing broadly to plan. Most remaining AMP8 tenders were awarded in 2025,
and Arqiva will focus on delivering its contracted programmes while developing
higher-value secondary services such as data analytics and sensor solutions.
Market volumes for smart-meter deployments in AMP9 (from 2030) are expected to
be similar to or greater than AMP8.
Valuation
As part of the year-end valuation process, the Company reassessed Arqiva's
valuation taking into account both updated business planning and observable
third-party transaction evidence, including minority transactions completed at
arm's length on equivalent economic terms. During the period,
Macquarie-managed vehicles completed the sale of their minority interest in
Arqiva, and subsequent to the year-end IFM entered into a binding agreement to
sell their stake on equivalent economic terms.
These two transactions represent recent, arm's-length market datapoints and
have been treated as the most reliable indicators of equity value at the
measurement date. Consistent with the approach adopted by the Company's
auditors and the independent valuation expert, greater weight has been placed
on these market transactions than on modelled valuation outputs where the two
diverge.
While discounted cash flow analysis continues to be prepared and reviewed, the
implied equity values from the revised long-term plan sit below the
outstanding VLN once leverage is taken into account. Accordingly, the
Directors' valuation reflects a nil equity value for accounting purposes at 31
December 2025.
Business Plan and Outlook
During the second half of 2025, Arqiva undertook a comprehensive refresh of
its long-term business plan. The revised plan adopts a deliberately
conservative and prudent planning framework, designed to ensure resilience
through refinancing and policy uncertainty rather than to forecast upside
outcomes.
In broadcast, the plan reflects a cautious approach to the evolution of the
DTT platform and continued competitive pressure in capacity pricing. In
utilities, the plan assumes a more measured growth trajectory following the
conclusion of the majority of AMP8 tender activity, with increased focus on
delivery, operational performance and the development of higher-value
services.
These assumptions do not reflect a deterioration in Arqiva's operational
performance or strategic positioning. Rather, they represent a disciplined
approach to forecasting in the context of competitive, regulatory and
financing uncertainty.
Capital Structure and Sensitivity
Arqiva operates within a highly leveraged capital structure, which materially
amplifies the sensitivity of equity value to changes in cashflow, leverage and
refinancing assumptions. As a result, relatively modest variations in outcomes
can have a disproportionate impact on equity value, both negatively and
positively.
The Company continues to engage actively with Arqiva's management team on
capital structure, refinancing strategy and operational initiatives, with a
focus on positioning the business to navigate upcoming refinancing milestones
and policy developments effectively.
Upside Potential
Notwithstanding the valuation outcome at the year-end, and consistent with the
Company's application of market-based valuation principles following recent
minority shareholder transactions, credible upside scenarios remain. These
include favourable policy outcomes for broadcasting, refinancing of the senior
and junior debt tranches on improved terms, capital structure optimisation and
further operational efficiencies. While such outcomes cannot be assumed for
valuation purposes at 31 December 2025, the Investment Manager remains focused
on supporting initiatives that could enable the Company to capture value as
these uncertainties resolve over time.
Provision in Respect of Potential Additional VLNs
Arqiva's Bilsdale site returned to full operation in January 2024 following
the 2021 fire. At acquisition, estimated restoration costs were adjusted for
in the purchase price. Current estimates indicate that net restoration costs
will be lower than originally forecast. Under the acquisition terms,
additional VLNs are issued to the vendor equal to the amount by which actual
restoration costs fall below the estimated costs at acquisition.
A provision has been recognised at D9 HoldCo level in respect of this
potential adjustment. The quantum of this provision is commercially sensitive
and is therefore not disclosed, but the impact is reflected in the fair value
of the HoldCo investment. No provision relating to this mechanism was
originally recognised as at 1 January 2024. However, this is now reflected in
the Prior Year Adjustment, with further details included in Note 25 of the
financial statements.
Inflation Linked Swaps Held by Arqiva
Arqiva's inflation-linked swaps led to an accretion payment by the Company of
£43.2 million in 2025, reflecting January year-on-year RPI of 3.6%. For 2026,
RPI is forecast at 3.25%, implying an accretion liability of £43.6 million,
of which approximately £22.5 million relates to D9's pro-rata interest. These
accretion payments are funded entirely from Arqiva's internal cash flows. As
RPI is expected to remain within the collar range (2.5%-6.0%), no collar cash
flows apply for the 2026 accretion year.
Vendor Loan Note Interest
The VLN, which matures on 18 October 2029, is non-recourse to the Company;
recourse is limited to the Company's shares in Arqiva Group Limited. A fixed
charge is registered at Companies House against D9 Wireless Midco 1 Limited.
The VLN carries stepped interest rates as follows:
· 6% p.a. to 30 June 2025
· 7% p.a. from 1 July 2025 to 30 June 2026
· 8% p.a. from 1 July 2026 to 30 June 2027
· 9% p.a. from 1 July 2027 to maturity
Interest is payable annually in arrears on 30 June and may be settled in cash
or in PIK notes. Interest to date has been settled by PIK notes. As at 31
December 2025, the VLN balance was £197.6 million including accrued interest.
Distributions to the Group require all accrued interest to be paid in full.
From 18 October 2026, no distributions may be received unless both VLN
principal and rolled-up interest have been fully repaid. No interest on the
VLN to date has been settled in cash.
12 months to 12 months to
31 December 2025
31 December 2024
Revenue £723.8 million £653.4 million
% growth 11% (6%)
EBITDA £312.7 million £319.0 million
% growth (2%) 0%
% margin 43% 49%
Note: Figures presented relate to Arqiva on a 100% basis. D9's economic
interest in Arqiva remains 51.76%.
Arqiva Sustainability update(1)
Arqiva's purpose is inherently social: enabling people to access the
information and entertainment that matter to them. The business embeds social
responsibility across four focus areas: communities, people, diversity and
inclusion, and suppliers.
In 2024, Arqiva developed a refreshed sustainability strategy and associated
goals. Progress during 2025 included significant reductions in Scope 1, 2 and
3 emissions, enhancements to biodiversity initiatives, and strengthened
governance and assurance processes.
Key achievements included:
· Validation of near and long-term Net Zero targets by the Science
Based Targets initiative (SBTi).
· A 21% reduction in location-based Scope 1 and 2 emissions and a
13% reduction in Scope 3 emissions.
· Expanded biodiversity enhancement measures across operational
sites.
· Increased levels of circular-economy adoption, including
refurbishment and reuse of technical equipment and IT assets.
Assurance of emissions reporting in accordance with ISO 14064-3:2019.
More detail is available in Arqiva's latest Sustainability Report.
1 Provided for corporate entities in the portfolio, which are not being
considered
for sale at present time
Sector Wireless
Currency EUR
Date invested April 2022
Initial investment £51 million
Total capex funded to date Nil. Equity required (self-funded by Elio)
Total investment to date £51 million
Ownership 100% as at December 2025
Elio Networks is a leading provider of high performance, resilient business to
business ("B2B") connectivity, operating Ireland's highest-capacity fixed
wireless access ("FWA") network. Its dense base station footprint enables
dedicated symmetric connectivity of up to 10Gbps for enterprise clients across
the Greater Dublin Area.
Performance in 2025
Elio delivered another year of strong performance, achieving revenue of £8.5
million for the year ended 31 December 2025 (GBP equivalent), compared with
£8.0 million in the prior year. The business continued to expand its base of
high‑quality customer connections, with strong traction across both
multi‑site enterprises and technology‑driven SMEs. Network reliability and
service quality remain key differentiators, supported by targeted upgrades and
proactive optimisation of the network architecture.
Elio serves a diversified customer base, including multinational corporates,
Government bodies, global technology firms, professional services, and retail
and hospitality operators. Originally established to address the shortfall in
affordable high‑speed broadband in the Dublin metropolitan area, Elio
continues to gain market share in segments that value resilience, dedicated
bandwidth and rapid deployment.
Strategy and Growth Outlook
The Board and InfraRed continue to believe that retaining Elio currently is
most likely to maximise shareholder value. The business presents both organic
and inorganic growth opportunities, and the realisation of Elio is expected to
be phased in line with the wider wind‑down strategy and D9's proposed exit
from Arqiva.
Elio's phased inorganic expansion plan progressed well in 2025. The strategy
is to apply Elio's efficient operating model and strong integration
capabilities to create value through disciplined acquisition of complementary
businesses. The Company completed the initial phases of this buy‑and‑build
programme, demonstrating the scalability of its platform and identifying
further opportunities for consolidation. Subsequent to the year- end, Elio
completed a debt financing, comprising
€15 million of committed debt and a further €15 million of uncommitted
accordion debt, which provides additional flexibility to support its
disciplined buy‑and‑build strategy.
InfraRed has taken an active role in the management and governance of Elio,
including:
· Refinement of strategic positioning and commercial priorities;
· Running the debt‑raising process in‑house to optimise capital
efficiency;
· Implementation of governance enhancements and strengthened
business processes;
Development and execution of the initial buy‑and‑build phase.
2025 2024
Revenue £8.5 million £8.0 million
% growth 7% -
EBITDA £4.1 million £4.0 million
% growth 3% -
% margin 48% 50%
Sustainability update(1)
As a smaller but fast‑growing company, Elio integrates sustainability into
its strategic development. The CEO's remuneration includes
sustainability‑linked objectives where possible, and the business focuses
primarily on two pillars: diversity and inclusion, and decarbonisation.
Elio continues to build an inclusive culture through targeted recruitment
practices, enhanced family‑friendly policies and diversity training.
Increasing workforce diversity is a long‑term ambition and is expected to
progress as the company scales.
On decarbonisation, Elio is looking to develop an emissions‑reduction
roadmap, which will be progressed during 2026.
1 provided for corporate entities in the portfolio, which are not being
considered for sale at present time
DIVESTED ASSETS
EMIC‑1
On 29 May 2025, the Company completed the divestment of 100% of its interest
in EMIC‑1. The transaction generated £32 million in proceeds for the
Company and released a further £10 million of undrawn construction
commitments. Together, these amounts enabled a £40 million reduction in the
RCF, decreasing the outstanding balance to £13 million after accounting for
working‑capital requirements.
This divestment was executed in line with the Realisation Plan and represented
a meaningful early step in strengthening the Company's liquidity and reducing
leverage at the Group level.
SeaEdge UK1
On 11 June 2025, the Company completed the divestment of 100% of its interest
in SeaEdge UK1 ("SeaEdge") to Stellium Datacenters Limited, following a
competitive sale process involving multiple strategic and financial bidders.
The transaction generated £10.7 million in proceeds, which-together with
additional working‑capital surpluses-enabled the full repayment and
cancellation of the remaining c. £13 million RCF balance.
The deleveraging achieved through the EMIC‑1 and SeaEdge disposals was a key
milestone in the execution of the Managed Wind‑Down. With the RCF fully
repaid, all future surplus proceeds from divestments will be available for
distribution to shareholders, subject to appropriate working‑capital and
regulatory considerations.
Aqua Comms
On 31 December 2025, the Company completed its divestment of 100% of the
Group's holdings in Aqua Comms. This followed the granting of various
regulatory approvals including competition clearances over the course of 2025,
across Aqua Comms' various operating jurisdictions.
Throughout 2025, the Company continued to act as a proactive shareholder
during the regulatory approval period. Actions included:
· implementing cost reduction measures;
· maintaining key staff through targeted retention initiatives; and
· guiding commercial strategy, particularly around the sale of
remaining Atlantic capacity.
These initiatives helped preserve value under the completion-accounts
framework, maximising final proceeds to shareholders.
Aqua Comms was included in the year-end NAV at £34.0 million, reflecting the
cash proceeds received at completion (GBP-equivalent). The Company intends to
distribute surplus proceeds following the Aqua Comms divestment, after
retaining sufficient working capital. This will be implemented via the
recently announced and launched capital-redemption programme designed to
ensure proceeds are returned to shareholders in an efficient compulsory
pro-rata mechanism.
VERNE GLOBAL EARN-OUT
During the period, the Board and the Investment Manager undertook an extensive
review of the Verne Global earn-out, including detailed legal, commercial,
financial and technical due diligence and engaged in a negotiation process
with Ardian regarding the operation of the earn-out mechanism. As part of this
process, and in order to support its assessment, the Company negotiated access
to additional information relating to the performance of the assets within the
defined earn-out perimeter.
Based on this work, led by InfraRed and supported by specialist advisors with
deep expertise in Data Centre businesses and by leading external legal
advisers reviewing the contractual terms of the earn out, as announced on 2
April 2026, the Board concluded that the earn-out was highly unlikely to
result in any payment under the contractual mechanism. This reflected the
defined earn-out perimeter agreed at the time of sale and prevailing operating
conditions, including constraints on capacity delivery, which materially
limited the likelihood of achieving the FY 2026 run-rate EBITDA threshold.
In light of this assessment, and following constructive engagement with
Ardian, the Board determined that agreeing a settlement represented the best
available outcome for shareholders. Binding terms were agreed and the Company
received £10 million in cash prior to finalising these financial statements.
The settlement provides both parties with a clear and certain crystallisation
of value at an agreed level and represents a pragmatic and mutually beneficial
resolution, including for Ardian-backed Verne through the release of capital
previously reserved in respect of the maximum earn-out amount.
Section 172(1) Statement
The Board is committed to promoting the success of the Company whilst
conducting business in a fair, ethical, and transparent manner.
The Board makes every effort to understand the views of the Company's key
stakeholders and to take into consideration these views as part of its
decision-making process.
As an investment company, the Company does not have any employees and conducts
its core activities through third-party service providers. The Board seeks to
ensure each service provider has an established track record, has in place
suitable policies and procedures to ensure they maintain high standards of
business conduct, treat shareholders fairly, and employ corporate governance
best practice.
As a Jersey incorporated entity, the Company voluntarily discloses how the
Directors have had regard to the matters set out in section 172(1)(a) to (f)
and fulfils the reporting requirements under section 414CZA of the UK
Companies Act 2006 (the "Act").
The following disclosure describes how the Directors have had regard to the
matters set out in section 172(1) (a) to (f) when performing their duty under
s172 and forms the Directors' statement required under section 414CZA of the
Act.
Stakeholder Engagement
Why is it important to engage? How have the Investment Manager/Directors engaged? What were the key topics of engagement? What was the feedback obtained and the outcome of the engagement?
Stakeholder - Shareholders
Shareholders and their continued support is critical to the continuing The Investment Manager and Board have been continuously engaged with Key topics discussed through the year related to the divestment of the The Board considered that the feedback from shareholders has been invaluable
existence of the business and delivery of our long-term strategy. shareholders throughout the period. Company's entire stake in EMIC-1, SeaEdge and Aqua Comms we well as the this year, through enhanced understanding of shareholder expectations.
refinancing and full repayment of the Company's RCF. The Managed Wind-Down
During the period, the Company and Investment Manager received and responded process and method of capital return to shareholders and, the valuation of the
to a high volume of written feedback. In addition, a number of shareholder Group's assets.
meetings took place during the year surrounding the Annual Report and Interim
Report, as well as ad hoc engagement.
The Board has maintained continuous dialogue with shareholders and the
Directors have made themselves available to meet to discuss a wide range of
topics and responded to written feedback from shareholders as appropriate.
Stakeholder - Investment Manager
The Investment Manager is responsible for executing the Investment Objective The Board maintains regular and open dialogue with the Investment Manager at The Board has engaged with the Investment Manager throughout the year on key As announced in December 2024, the Investment Manager and AIFM transitioned to
within the Investment Policy of the Company. Board meetings and has regular contact on operational and investment matters topics including on the divestment of the Company's wholly owned assets, the InfraRed. The Board closely monitored the transition process to minimise
outside of meetings. operational strategy of Arqiva, and other options for its Investee Companies disruption for stakeholders.
to optimise value for shareholders through the Managed Wind-Down process.
The Board is continuing to negotiate termination arrangements with D9's
previous Investment Manager, Triple Point.
Stakeholder - Investee Companies
The performance and long-term success of the Company is linked to the The Investment Manager held On an ongoing basis the Investment Manager engages with Arqiva on a wide Through this engagement between the Investment Manager, Board and the Investee
performance of the companies in which the Company invests.
regular meetings with the Board and management of each of the Investee variety of matters including finance, sustainability, strategy, and debt Companies, this has assisted in the management of the Investee Companies in
Companies and received regular reporting, including financial. processes. This includes engagement through three individuals representing the preparation for the divestment and the divestments processes. In relation to
Investment Manager sitting on the board of Arqiva. Arqiva, this has ensured that the Company monitored and had input on the
The Board directly engaged with the Investee Companies CEOs and key members of
strategy, finance and other key ongoing matters.
management during the year, including inviting key members of management to The main engagement in relation to the other Investee Companies has been
present at Board meetings with the opportunity to ask questions directly. through their respective divestment processes, supported by targeted
value‑enhancing activity. At Elio Networks, InfraRed remained closely
engaged with management and ran the debt facility process in‑house to
support the buy‑and‑build strategy. For Aqua Comms, engagement focused on
ensuring delivery against key commercial milestones ahead of completion,
including actions that strengthened revenue and EBITDA performance to support
an orderly disposal.
Stakeholder - Suppliers
The Company's suppliers include third-party service providers, and the RCF The Board maintains close working relationships with all its key advisers, The Management Engagement Committee met in the year and undertook a thorough The Board has continued to be open in providing feedback to its service
lenders, each of which is essential in ensuring the ongoing operational including the sales advisers for the wholly-owned assets, and with the RCF review of the performance of the service providers and agreed feedback to providers to make clear their expectations, following the Management
performance of the Company. lenders. provide to the service providers to enhance per-formance moving forward or Engagement Committee process and, where appropriate, on an ad hoc basis.
assist in the process of changing service providers where this was considered
The Company relies on the performance of third-party service providers to The Management Engagement Committee has responsibility for overseeing and appropriate.
undertake all its main activities. monitoring the performance of each supplier. A detailed annual assessment is
undertaken of each sup-plier to ensure they continue to fulfil their duties to The Board and Investment Manager has directly engaged with the RCF lenders in
a high standard. respect to the partial repayment and cancellation of the RCF.
Stakeholder - Regulators
Engagement with the regulator is imperative to the Company's ability to During the year, the Company has had to engage with various regulators The key topics of engagement with regulators during the year related primarily Such engagement has focused on ensuring that the Company continues to meet its
operate. (including the Financial Conduct Authority and Jersey Financial Services to shareholder correspondence received by the Company. regulatory obligations while progressing strategically important actions in an
Commission) on a number of different matters.
appropriate and compliant manner.
Principal Decisions
Principal decisions have been defined as those that have a material impact to
the Group and its key stakeholders. In taking these decisions, the Directors
considered their duties under section 172 of the Act.
Managed Wind-Down
In January 2024, following careful consideration of the options available to
the Company and after consultation with its financial advisers, as well as
taking into account feedback received from a large number of shareholders and
institutional investors, the Board decided that it would be in the best
interests of shareholders to put forward a proposal for a Managed Wind-Down of
the Company.
The implementation of the Managed Wind-Down required amendments to the
Company's investment objective and investment policy which was proposed to
shareholders and overwhelmingly approved with over 99% of shareholders that
voted, voting in favour of the resolution at the General Meeting on 25 March
2024. Following entering into the Managed Wind-Down, the Company entered into
binding agreements to divest its stake in EMIC-1 and Aqua Comms.
REPAYMENT AND CANCELLATION OF THE RCF
In May 2025, the Group completed its divestment of its entire stake in EMIC-1,
allowing the Group to repay
c.£40 million of the RCF.
The sale of the Group's interest in SeaEdge UK1 was completed in June 2025,
following receipt of the necessary regulatory approvals. After completion, and
upon receipt of the sale proceeds and working capital surpluses, the Group's
RCF of approximately £13 million was fully repaid and cancelled.
Risk Management
Framework
The Board and the Investment Manager recognise that risk is inherent in the
operation of the Company and are committed to effective risk management to
ensure that shareholder value is protected and maximised.
As an externally managed investment company, the Company outsources key
services to the Investment Manager and other service providers and rely on
their systems and controls. The Board has ultimate responsibility for risk
management and internal controls within the Company and has convened a Risk
Committee to assist it in these responsibilities. The Risk Committee
undertakes a formal risk review twice a year to assess and challenge the
effectiveness of our risk management and to help define risk appetite and
controls to manage risks within that appetite, particularly those which would
threaten its business model, future performance, solvency, valuation,
liquidity or reputation. Further details of the Risk Committee's activities
can be found in the Risk Committee Report.
The Investment Manager has responsibility for identifying potential risks at
an early stage, escalating risks or changes to risk and relevant
considerations and implementing appropriate mitigations which are recorded in
the Group's risk register. Where relevant, the financial model is stress
tested to assess the potential impact of recorded risks against the likelihood
of occurrence and graded suitably. In assessing risks, both internal controls
and external factors that could mitigate the risk are considered. A
post-mitigation risk score is then determined for each principal risk. The
Board regularly reviews the risk register to ensure gradings and mitigating
actions remain appropriate.
Risk Appetite Statement
Managing risk is fundamental to the delivery of the Company's strategy, and
this is achieved by defining risk appetite and managing risks within that
appetite. Risk appetite is the level of risk the Company is willing to take to
achieve its strategic objectives.
The Board is responsible for setting the Company's risk appetite and ensuring
that the Company operates within these parameters. The Board defines its risk
appetite using a category of risks inherent to the environment in which the
Company operates. Risk appetite is set for each category of risk enabling the
actual risks which are identified by management to be compared to the defined
appetite, to identify where any additional mitigation activity is required.
Any risks outside of tolerance are subject to additional oversight and action
planning. The Board has reviewed the Company's appetite for each of the
principal risks set out below.
The Board will review and monitor the Company's risk appetite at least on an
annual basis or when there is a material change in the internal or external
environment, to ensure that it remains appropriate and consistent with the
Investment Policy.
Principal Risks and Uncertainties
The table below sets out what the Board believes to be the principal risks and
uncertainties facing the Group. The table does not cover all of the risks that
the Group may face. The Board defines the Group's risk appetite, enabling the
Group to judge the level of risk it is prepared to take in achieving its
overall objectives. Additional risks and uncertainties not presently known to
management or deemed to be less material at the date of this report may also
have an adverse effect on the Group.
Risk Impact Risk Mitigation Impact, Likelihood, Control
and Rating Post control
1. Persistent, Negative Market Sentiment, Leading to increased activism
The fund has suffered as a result of a lengthy period where share price has The Board and Investment Manager have continued to maintain an open dialogue Impact:
traded at a discount to NAV. There are a number of legacy drivers behind the with shareholders and provided market updates on the execution of its strategy
market sentiment, which include: wider macroeconomic and market conditions, against the agreed Realisation Plan. Moderate to High
the Group's leverage position, Investment Manager and Board personnel changes.
On an ongoing basis, the Board and Investment Manager have sought appropriate
Combined, these have led to a reduced level of shareholder confidence which corporate and legal advice to ensure the fund conducts itself appropriately
has manifested in a continued level of complaints and increased Board and informed decisions and actions have been taken to deliver the best Likelihood:
engagements. possible outcome to shareholders.
Moderate
Effectiveness of controls:
Low to Moderate
Rating:
High
2. Liquidity and Solvency Risk
The Company made a full repayment of the RCF debt liability, following the Following repayment of the Company's RCF and receipt of Aqua Comms divestment Impact:
successful sale of EMIC-1 in May and SeaEdge in June. The Company has also proceeds, the Company has substantively mitigated any ongoing liquidity risks,
Completed the divestment of Aqua Comms, resulting in a further working capital with sufficient working capital to execute the remainder of the Realisation Moderate
inflow to the Company of net proceeds of £34.0 million. This provides more Plan over the foreseen 2-3 year divestment horizon, as well as surplus
than sufficient working capital to the Company to conclude the orderly proceeds available for distribution to shareholders postimplementation of the
wind-down mandate over the coming 2-3 year forecast wind-down period. capital redemption mechanism.
Likelihood:
Low
Effectiveness of controls:
High
Rating:
Low
3. Transaction / Execution Risk
The execution of the winddown strategy will be completed in an appropriate and Each transaction will be supported by a carefully selected team of advisers, Impact:
timely manner and one that achieves best outcomes for investors. The which together with the experience of the Investment Management team are best
underlying quality and performance of the Portfolio Companies are considered placed to navigate the inherent risks in selecting the most appropriate deal High
robust both financially and operationally; notwithstanding that access to and respectively concluding; with the priority of delivering best investor
capital for further investment would enhance value in certain instances. Where outcomes.
appropriate and available, this will still be explored, subject to there being
no detriment to overarching achievement of strategy. The recent completion of the EMIC-1, SeaEdge, and Aqua Comms divestments Likelihood:
demonstrate the Board's continued focus on transaction execution to facilitate
The closing of Aqua Comms and EMIC-1 transactions has materially reduced the the Managed Wind-Down where it deems such divestments to be in the best Moderate
jurisdiction and regulatory complexity with the remaining Portfolio Companies interests of shareholders. Such decisions have been made by the Board,
being UK and Irish domiciled businesses. supported by its Investment Manager on the basis of an overarching realisation
plan for the Company, weighing the risks of value erosion arising from
continuing to hold such Portfolio Companies against the potential for any Effectiveness of controls:
nearterm, deliverable value-add in such Investee Companies which could
reasonably result in a value uplift in the relevant Portfolio Company ahead of Moderate
divestment.
Rating:
Medium
4. Future Portfolio Funding
Certain Portfolio Companies may require funding to facilitate refinancing or Portfolio Companies are actively managing funding options to support Impact:
execution of their ongoing value add strategy. fulfilment of their project plans.
Moderate
Limitations on, or access to funding may impact performance and valuations. With the completed divestment of EMIC-1, SeaEdge, and Aqua Comms, there is no
longer a funding requirement for these portfolio companies, with the only
remaining portfolio companies being Arqiva and Elio Networks.
Likelihood:
It is currently not expected that either of the remaining portfolio companies
will require funding by the Company. Elio Networks continues to exhibit stable Moderate
profitability, with access to a debt facility to fund its acquisition
strategy.
Arqiva remains self-funding at this time, with the key risk being a potential Effectiveness of controls:
requirement to recapitalise the portfolio company in the event that cash flows
are insufficient to enable a full refinancing of existing debt when required Moderate
post-recontracting of broadcasting revenues.
Rating:
Medium
5. Interruptions to operations including infrastructure and technology
D9's Portfolio Companies rely on infrastructure and technology to provide The Digital Infrastructure Investments in which the Group invests use proven Impact:
their customers with a highly reliable service. There may be a failure to technologies, typically backed by manufacturer warranties, when installing
deliver this level of service because of numerous factors. This could result applicable machinery and equipment. Moderate to High
in the breach of performance conditions in customer contracts, resulting in
financial or regulatory implications. Portfolio Companies hire experts with the technical knowledge and seek
thirdparty advice where required. Where appropriate, there are insurances in
place to cover issues such as accidental damage and power issues. Likelihood:
Moderate
Effectiveness of controls:
High to Moderate
Rating:
Low
6. Dependency on Investment Manager
The Company is heavily reliant on the full range of an Investment Manager's InfraRed was formally appointed as Investment Manager and AIFM on 11 December Impact:
services, their expertise and specific knowledge pursuant to the strategic 2024.
direction of the fund.
Moderate
As set out by the Company in its October 2024 announcement on the appointment
Successful execution of the strategy to manage a winddown of the fund, and of InfraRed, the Board has ensured that the terms of InfraRed's appointment
maximise shareholder value, is dependent upon the appointment of an Investment aligns their interests with those of investors with respect to the delivery of
Manager who has knowledge and experience of the individual dynamics of each the new Investment Objective and in maximising value for shareholders. Likelihood:
individual Portfolio Company and the markets that they operate in, which can
be leveraged to develop an approach which achieves the maximum for Moderate
shareholders.
Effectiveness of controls:
High to Moderate
Rating:
Low
7. Regulatory Risk
There are several regulatory stakeholders involved both at a Fund but also Compliance with regulatory expectations is a key focus of the Board. Impact:
individual Portfolio Company level, including on executed divestments which Relationships with the FCA and JFSC are supported through engagement with the
are pending completion. The Board operates in an open and transparent manner Investment Manager InfraRed and corporate service providers such as Ocorian Moderate to High
and have external advisers appointed to support and ensure obligations are Fund Services (Jersey) Ltd and INDOS Financial Limited. Individual Portfolio
met. Breach of obligation and/or failure to maintain adequate engagement can Companies have direct engagement with their regulators and recruit staff that
lead to increased scrutiny, resulting in financial and/or reputational have experience and deep understanding of the obligations under which they
impacts. operate. Likelihood:
Low to Moderate
Effectiveness of controls:
Low to Moderate
Rating:
Medium
Emerging Risks
Changes to power supply and prices / Supply chain disruption
As demonstrated by the geopolitical tension and conflict in the Middle East
and Russia's invasion of Ukraine, global conflicts can have significant
disruption to both power supply and supply chains. The changing political
landscape across the world and increased tensions are monitored by the
Investment Manager. Scenario planning tools are used to understand the impacts
and possible mitigation actions.
Development of disruptive technology
The digital infrastructure sector is constantly evolving. As a result, there
is a risk that disruptive technology emerges which results in current digital
infrastructure assets becoming obsolete. The Investment Manager constantly
monitors the emerging technology trends with digital infrastructure to ensure
Portfolio Companies evolve their business models where required and new
investment opportunities are accurately assessed in order to protect the value
of the business as the wind-down of the Company progresses.
Going Concern and Viability
Going Concern
The Company's business activities, together with the factors likely to affect
its future development, performance and position, including its principal
risks and uncertainties are set out in the Strategic Report.. In addition,
Notes 2 to 21 of the financial statements include: 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.
Following the shareholder vote at the General Meeting in early 2024, the
Company is now in a Managed Wind-Down. This strategy was re-confirmed by a
Continuation Resolution that passed at the June 2025 AGM. The Managed
Wind-Down is anticipated to take several years to complete due to the expected
timing associated with the divestment of Arqiva. The targeted completion of
this Managed Wind-Down is circa 36 months. As such, the audited Financial
Statements for the year ended 31 December 2025 continue to be prepared on a
going concern basis.
In adopting the appropriateness of the going concern basis of preparation, the
Directors considered the fact that the Company is in Managed Wind-Down, the
successful recent disposal activity (EMIC-1, SeaEdge UK1 and Aqua Comms, plus
the Verne Global earn-out that is due to settle by end of April 2026, for
combined net proceeds of £86.3 million) during the year, the strong
performance of one of the two remaining assets, Elio, and the disposal plans
and timelines for Arqiva, which Directors still reasonably expect to be
disposed of within a two to three-year timeframe, even considering the ongoing
Arqiva related disposal activity by minority shareholders. In addition, the
Directors considered the significantly improved liquidity position of the
Company compared with 31 December 2024, with the full repayment of the RCF in
May 2025 primarily using disposal proceeds, and the receipt of Aqua Comms
disposal proceeds in December 2025, ensuring sufficient cash, post any
distribution to shareholders, is available to meet the future liquidity
requirements of the Company until it is wound up(1).
Although the Company is not reliant on distributions from Elio Networks to
meet its going concern obligations, it is able to benefit from distributable
free cash generated by the business. This position is further supported by the
recently announced debt facility, which enables Elio to deliver its
buy-and-build M&A strategy without reliance on its current free cash
flows.
Post the balance sheet date, the Board and the Investment Manager agreed
binding terms for an early £10 million settlement of the Verne Global
earn-out with Ardian.
The settlement reflects the Board's assessment of the uncertainty inherent in
the contractual earn-out mechanism, including its dependence on future
operating performance and run-rate EBITDA targets for the financial year
ending 31 December 2026. The year-end valuation of the earn-out reflects the
terms of the settlement and provides a clear and certain crystallisation of
value for shareholders. No further amounts are expected to be received in
respect of the Verne Global earn-out.
The Directors have considered the cashflow assumptions for a period of 12
months following the approval of the financial statements, including the
reduced liquidity requirements, following the previously noted full repayment
of the RCF, the available distribution options from performing assets, as well
as the available cash balance following recent disposals. The Directors have
also considered a number of severe, but plausible downside scenarios to these
cashflow assumptions and the potential mitigating actions the Company has at
its disposal to address these scenarios where required.
Given these considerations, the Directors believe that the Company and the
Group have adequate resources to continue to operate for a period of at least
twelve months from the date of approval of the financial statements and
therefore the Directors believe that it continues to be appropriate to prepare
the financial statements on a going concern basis.
1 No provision has been made for the costs of winding up the Company as
these will be charged to the Income Statement on an accruals basis as they are
incurred or as the Company becomes obligated to make such payments in the
future.
Viability Statement
At least once a year the Directors have carried out a robust assessment of the
principal and emerging risks and make a statement which explains how they have
assessed the prospects of the Company, over what period they have done so and
why they consider that period to be appropriate, considering the Company's
current position.
The principal and emerging risks faced by the Company are described in the
annual report. As detailed above, the Company is preparing the audited
Financial Statements on a going concern basis despite fact that the Company is
in a Managed Wind-Down, and the recent Arqiva related disposal activity by
minority shareholders. The Directors have not assessed the longer-term
viability of the Company other than for a period of three years as the future
policy on broadcasting, BBC Charter, public service broadcasting contract
renewals and refinancing that will facilitate the future disposal of Arqiva.
The Directors have assessed the Managed Wind-Down of the Company to be within
36 months of the date of the approval of these audited Financial Statements
(being 14 April 2026), although there is no guarantee that it will be possible
to realise maximum value for the assets within that timeframe and therefore
the Managed Wind-Down could potentially take longer. The Directors have a
reasonable expectation that the Company can meet its liabilities in order to
enable the Managed Wind-Down.
Board Approval of the Strategic Report
The Strategic Report has been approved by the Board of Directors
and signed on its behalf by the Chair.
Eric Sanderson
Chair
14 April 2026
Statement of Directors' responsibilities in respect of the financial
statements
The Directors are responsible for preparing the annual report in accordance
with applicable law and regulation.
The Companies (Jersey) Law 1991 ("company law") requires the Directors to
prepare financial statements for each financial year. Under that law the
Directors have elected to prepare the financial statements in accordance with
International Financial Reporting Standards ("IFRSs") as adopted in the
European Union.
The Directors must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of affairs of the
Company and of the profit or loss of the Company for that period, and that
they comply with company law. In preparing the financial statements, the
Directors are required to:
· select suitable accounting policies and then apply them
consistently;
· state whether applicable IFRSs as adopted in the European Union
have been followed, subject to any material departures disclosed and explained
in the financial statements;
· make judgements and accounting estimates that are reasonable and
prudent; and
· prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will continue in
business.
The Directors confirm that they have complied with the above requirements in
preparing the financial statements.
The Directors are responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
The Directors are also responsible for keeping adequate accounting records
that are sufficient to show and explain the Company's transactions and
disclose with reasonable accuracy at any time the financial position of the
Company and to ensure that financial statements prepared by the Company comply
with the requirements of company law.
The Directors are responsible for the maintenance and integrity of the
Company's website. The Company's financial statements are published on the
Company's website, www.d9infrastructure.com.
Directors' confirmations
The Directors consider that the annual report and financial statements, taken
as a whole, is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company's position and performance,
business model and strategy.
Each of the Directors confirm that to the best of their knowledge:
· the Company financial statements, which have been prepared in
accordance with IFRSs as adopted in the European Union, give a true and fair
view of the assets, liabilities, financial position and loss of the Company;
and
· the Strategic Report includes a fair review of the development
and performance of the business and the position of the Company, together with
a description of the principal risks and uncertainties that it faces.
Approval
This Directors' responsibilities statement and the financial statements were
approved by the Board of Directors on 14 April 2026 and signed on its behalf
by:
Eric Sanderson
Chair
14 April 2026
Independent Auditors' Report to the Members of Digital 9 Infrastructure plc
Report on the audit of the financial statements
Opinion
In our opinion, Digital 9 Infrastructure plc's financial statements:
· give a true and fair view of the state of the company's affairs
as at 31 December 2025 and of its loss and cash flows for the year then ended;
· have been properly prepared in accordance with International
Financial Reporting Standards as adopted in the European Union; and
· have been prepared in accordance with the requirements of the
Companies (Jersey) Law 1991.
We have audited the financial statements, included within the Annual Report
& Accounts (the "Annual Report"), which comprise:
· the Statement of Financial Position as at 31 December 2025;
· the Statement of Comprehensive Income for the year then ended;
· the Statement of Changes in Equity for the year then ended;
· the Statement of Cash Flows for the year then ended; and
· the Notes to the financial statements, comprising material
accounting policy information and other explanatory information.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) ("ISAs (UK)") and applicable law. Our responsibilities under ISAs (UK)
are further described in the Auditors' responsibilities for the audit of the
financial statements section of our report. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Independence
We remained independent of the company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the
UK, which includes the Financial Reporting Council's ("FRC") Ethical Standard,
as applicable to listed public interest entities in accordance with the
requirements of the Crown Dependencies' Audit Rules and Guidance for
market-traded companies, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
We remained independent of the company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the
UK, which includes the FRC's Ethical Standard, as applicable to listed public
interest entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services
prohibited by the FRC's Ethical Standard were not provided.
We have provided no non-audit services to the company in the period under
audit.
Our audit approach
Context
Digital 9 Infrastructure plc is incorporated in Jersey and is a listed company
on the Main Market of the London Stock Exchange. The company invests in a
range of digital infrastructure assets, and its investment objective is to
focus on a managed wind down of the company.
Overview
Audit scope
· The company invests in digital infrastructure investments through
its investment in its wholly-owned subsidiary, Digital 9 Holdco Limited.
· The company is a closed-ended investment company and has
appointed InfraRed Capital Partners Limited (the "Investment Manager") to
manage its assets.
· We conducted our audit of the financial statements using
information from InfraRed Capital Partners Limited, and Ocorian Fund Services
(Jersey) Limited (the "Administrator") to whom the directors delegated the
provision of certain administrative functions.
· We tailored the scope of our audit taking into account the types
of investments within the company, the involvement of the third parties
referred to above, the accounting processes and controls, and the industry in
which the company operates.
Key audit matters
· Valuation of investments held at fair value through profit or
loss
Materiality
· Overall materiality: £802,000 (2024: £2,972,000) based on 1% of
net assets.
· Performance materiality: £601,000 (2024: £2,229,000).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the
risks of material misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors' professional
judgement, were of most significance in the audit of the financial statements
of the current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) identified by the
auditors, including those which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and directing the efforts
of the engagement team. These matters, and any comments we make on the results
of our procedures thereon, were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
"Material uncertainty related to going concern" and "Basis for qualified
opinion - losses on investments held at fair value recognised in the Statement
of Comprehensive Income for the year ended 31 December 2024", which were key
audit matters last year, are no longer included because the Directors no
longer consider there to be a material uncertainty in relation to going
concern and our audit opinion is not qualified in the current year in relation
to losses on investments held at fair value. Otherwise, the key audit
matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Valuation of investments held at fair value through profit or loss We understood and evaluated the valuation methodologies applied, by reference
to industry practice and applicable accounting standards, and tested the
Refer to the Audit Committee Report, Valuation Committee Report and Notes to techniques used by the Investment Manager in determining the fair value of the
the financial statements - Notes 3 (a), 4 (b) and 9. The company recognises investments. We performed the following over the fair value of investments as
within the Statement of Financial Position £80.8m of investments at fair at 31 December 2025:
value through profit or loss as at 31 December 2025.
· Discussed and challenged the Investment Manager's approach to
The fair value of the company's investment in Digital 9 Holdco Limited ("the valuations and significant estimates;
HoldCo") is determined based on the fair value of the net assets of the HoldCo
and, accordingly, the fair value of the underlying investments within the · Undertook further investigations by holding additional
Holdco, for which there is no liquid market. The fair value of the underlying discussions with the Investment Manager and obtained evidence to support
investments had initially been valued on a discounted cash flow basis. In explanations received where assumptions were outside the expected range or
the case of Arqiva this was updated to reflect the values implied by two showed unexpected movements based on our knowledge;
minority shareholder transactions as these were considered by the company as
the most reliable indicator of fair value at the balance sheet date. · Observed that alternative assumptions had been considered and
evaluated by the Investment Manager before determining the final valuation;
Determining the valuation methodology and determining the inputs and
assumptions within the valuation is subjective and complex. This, combined · Challenged management about the rationale of any non observable
with the significance of the investments balance in the Statement of Financial inputs or significant estimates used in valuations and obtained corroborative
Position, meant that this was a key audit matter for our current year audit. evidence;
· Obtained evidence of recent market transactions by other
investors in Arqiva, where relevant, and validated that these were
appropriately reflected in the valuation decisions taken by management;
· Performed recalculations of valuation models to ensure
mathematical accuracy;
· Tested a sample of inputs into the value models to supporting
documentation; and
· Agreed the amounts per the valuation models to the accounting
records and the financial statements.
Given the inherent subjectivity involved in the valuation of the investments,
and therefore the need for specialised market knowledge when determining the
most appropriate assumptions and the technicalities of the valuation
methodology, we engaged our internal valuation experts ("the experts") to
assist us in our audit of this area. The experts performed the following
procedures for the investments:
· Assessed the appropriateness of valuation methodology;
· Evaluated key valuation inputs and estimates used in the
valuation models, such as long term growth rates and discount rates
· Participated alongside the audit team in discussions with the
Investment Manager to challenge assumptions and obtained evidence to support
the appropriateness of specific aspects the valuation models; and
· Reported their findings and conclusions to the audit team for
overall consideration and conclusions.
We also considered the appropriateness and adequacy of the disclosures around
the estimation uncertainty and sensitivities on the accounting estimates.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to
be able to give an opinion on the financial statements as a whole, taking into
account the structure of the company, the accounting processes and controls,
and the industry in which it operates.
The company's accounting is delegated to the Administrator who maintains the
company's accounting records and who has implemented controls over those
accounting records.
We obtained our audit evidence from substantive tests. However, as part of our
risk assessment, we understood and assessed the internal controls in place at
both the Investment Manager and the Administrator to the extent relevant to
our audit.
As part of designing our audit, we determined materiality and assessed the
risks of material misstatement in the financial statements. In particular, we
looked at where the Directors made subjective judgements, for example in
respect of significant accounting estimates that involved making assumptions
and considering future events that are inherently uncertain.
The impact of climate risk on our audit
As part of our audit, we inquired of management to understand and evaluate the
company's risk assessment process in relation to climate change. We used our
own knowledge and understanding of the company to evaluate the impact of
climate risk on the performance of the company's digital infrastructure
investments. We read disclosures in relation to climate change made in other
financial information within the Annual Report to ascertain whether the
disclosures are materially consistent with the financial statements and our
knowledge from our audit. Our responsibility over other information is further
described in the reporting on other information section of our report.
Materiality
The scope of our audit was influenced by our application of materiality. We
set certain quantitative thresholds for materiality. These, together with
qualitative considerations, helped us to determine the scope of our audit and
the nature, timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial statements
as a whole.
Based on our professional judgement, we determined materiality for the
financial statements as a whole as follows:
Overall company materiality £802,000 (2024: £2,972,000).
How we determined it 1% of net assets
Rationale for benchmark applied We believe that net assets is the primary measure used by the shareholders in
assessing the performance of the entity, and is a generally accepted auditing
benchmark.
We use performance materiality to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements
exceeds overall materiality. Specifically, we use performance materiality in
determining the scope of our audit and the nature and extent of our testing of
account balances, classes of transactions and disclosures, for example in
determining sample sizes. Our performance materiality was 75% (2024: 75%) of
overall materiality, amounting to £601,000 (2024: £2,229,000) for the
company financial statements.
In determining the performance materiality, we considered a number of factors
- the history of misstatements, risk assessment and aggregation risk and the
effectiveness of controls - and concluded that an amount at the upper end of
our normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements
identified during our audit above £40,100 (2024: £158,600) as well as
misstatements below that amount that, in our view, warranted reporting for
qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors' assessment of the company's ability to
continue to adopt the going concern basis of accounting included:
· Obtained the going concern assessment prepared by InfraRed and
approved by the Board, which covers a period of at least 12 months from the
date of signing the 2025 financial statements and supports that the company
has adequate resources to continue to operate for at least 12 months from this
date. The going concern assessment assumes the managed wind-down will occur
within 24 to 36 months of the signing of the 2025 financial statements, with a
target wind-down circa 2028;
· Agreed inputs, such as cash balances and known cash movements,
into the going concern assessment and challenged the assumptions adopted by
management on cash outflows and inflows during the 12 month period.
· Validated to supporting documentation the cash receipts from the
disposals of assets in the year and the repayment of the RCF, which are the
significant factors in management's assessment that the prior year material
uncertainty in relation to going concern is no longer present;
· Obtained supporting evidence for events post the balance sheet
date that are relevant to the going concern assessment, such as the settlement
of the Verne earn out.
· Evaluated whether the directors' conclusion, that sufficient
liquidity and covenant headroom existed to continue trading operationally
throughout the going concern period under the base and severe but plausible
scenarios, is appropriate;
· Reviewed the disclosures provided relating to the going concern
basis of preparation and found that these provided an explanation of the
directors' assessment that was consistent with the evidence we obtained.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the company's ability to continue
as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.
However, because not all future events or conditions can be predicted, this
conclusion is not a guarantee as to the company's ability to continue as a
going concern.
In relation to the directors' reporting on how they have applied the UK
Corporate Governance Code, we have nothing material to add or draw attention
to in relation to the directors' statement in the financial statements about
whether the directors considered it appropriate to adopt the going concern
basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report
other than the financial statements and our auditors' report thereon. The
directors are responsible for the other information. Our opinion on the
financial statements does not cover the other information and, accordingly, we
do not express an audit opinion or, except to the extent otherwise explicitly
stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially
misstated. If we identify an apparent material inconsistency or material
misstatement, we are required to perform procedures to conclude whether there
is a material misstatement of the financial statements or a material
misstatement of the other information. If, based on the work we have
performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report
based on these responsibilities.
Corporate governance statement
The Listing Rules require us to review the directors' statements in relation
to going concern, longer-term viability and that part of the corporate
governance statement relating to the company's compliance with the provisions
of the UK Corporate Governance Code specified for our review. Our additional
responsibilities with respect to the corporate governance statement as other
information are described in the Reporting on other information section of
this report.
Based on the work undertaken as part of our audit, we have concluded that each
of the following elements of the corporate governance statement is materially
consistent with the financial statements and our knowledge obtained during the
audit, and we have nothing material to add or draw attention to in relation
to:
· The directors' confirmation that they have carried out a robust
assessment of the emerging and principal risks;
· The disclosures in the Annual Report that describe those
principal risks, what procedures are in place to identify emerging risks and
an explanation of how these are being managed or mitigated;
· The directors' statement in the financial statements about
whether they considered it appropriate to adopt the going concern basis of
accounting in preparing them, and their identification of any material
uncertainties to the company's ability to continue to do so over a period of
at least 12 months from the date of approval of the financial statements;
· The directors' explanation as to their assessment of the
company's prospects, the period this assessment covers and why the period is
appropriate; and
· The directors' statement as to whether they have a reasonable
expectation that the company will be able to continue in operation and meet
its liabilities as they fall due over the period of its assessment, including
any related disclosures drawing attention to any necessary qualifications or
assumptions.
Our review of the directors' statement regarding the longer-term viability of
the company was substantially less in scope than an audit and only consisted
of making inquiries and considering the directors' process supporting their
statement; checking that the statement is in alignment with the relevant
provisions of the UK Corporate Governance Code; and considering whether the
statement is consistent with the financial statements and our knowledge and
understanding of the company and its environment obtained in the course of the
audit.
In addition, based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the corporate governance
statement is materially consistent with the financial statements and our
knowledge obtained during the audit:
· The directors' statement that they consider the Annual Report,
taken as a whole, is fair, balanced and understandable, and provides the
information necessary for the members to assess the company's position,
performance, business model and strategy;
· The section of the Annual Report that describes the review of
effectiveness of risk management and internal control systems; and
· The section of the Annual Report describing the work of the Audit
Committee.
We have nothing to report in respect of our responsibility to report when the
directors' statement relating to the company's compliance with the Code does
not properly disclose a departure from a relevant provision of the Code
specified under the Listing Rules for review by the auditors.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors' responsibilities in
respect of the financial statements, the directors are responsible for the
preparation of the financial statements in accordance with the applicable
framework and for being satisfied that they give a true and fair view. The
directors are also responsible for such internal control as they determine is
necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the company or
to cease operations, or have no realistic alternative but to do so.
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditors' report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud, is detailed below.
Based on our understanding of the company and industry, we identified that the
principal risks of non-compliance with laws and regulations related to
breaches of section 1158 of the Corporation Tax Act 2010, and we considered
the extent to which non-compliance might have a material effect on the
financial statements. We also considered those laws and regulations that have
a direct impact on the financial statements such as the Companies (Jersey) Law
1991. We evaluated management's incentives and opportunities for fraudulent
manipulation of the financial statements (including the risk of override of
controls), and determined that the principal risks were related to posting
inappropriate journals, and management bias in accounting estimates and
judgements applied by management in the valuation of investments held at fair
value through profit or loss, as described in our key audit matter. Audit
procedures performed by the engagement team included:
· Discussions with management, and the Board, including
consideration of known or suspected instances of non-compliance with laws and
regulations and fraud impacting the company;
· Reviewing relevant meeting minutes, including those of the Board
of Directors, Risk Committee and the Audit Committee;
· Designing audit procedures to incorporate unpredictability around
the nature, timing or extent of our testing;
· Procedures relating to valuation of investments held at fair
value through profit or loss described in the related key audit matter;
· Identifying and testing a sample of journal entries posted with
unusual account combinations, words or amounts as well as a selection of year
end manual journals; and
· Reviewing of financial statement disclosures to underlying
supporting documentation.
There are inherent limitations in the audit procedures described above. We are
less likely to become aware of instances of non-compliance with laws and
regulations that are not closely related to events and transactions reflected
in the financial statements. Also, the risk of not detecting a material
misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain
transactions and balances, possibly using data auditing techniques. However,
it typically involves selecting a limited number of items for testing, rather
than testing complete populations. We will often seek to target particular
items for testing based on their size or risk characteristics. In other cases,
we will use audit sampling to enable us to draw a conclusion about the
population from which the sample is selected.
A further description of our responsibilities for the audit of the financial
statements is located on the FRC's website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditors' report.
Use of this report
This report, including the opinions, has been prepared for and only for the
company's members as a body in accordance with Article 113A of the Companies
(Jersey) Law 1991 and for no other purpose. We do not, in giving these
opinions, accept or assume responsibility for any other purpose or to any
other person to whom this report is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing.
Other required reporting
Companies (Jersey) Law 1991 exception reporting
Under the Article 113A of the Companies (Jersey) Law 1991 we are required to
report to you if, in our opinion:
· we have not obtained all the information and explanations we
require for our audit; or
· proper accounting records have not been kept by the company, or
proper returns adequate for our audit have not been received from branches not
visited by us; or
· the financial statements are not in agreement with the accounting
records and returns.
We have no exceptions to report arising from this responsibility.
Other voluntary reporting
Directors' remuneration
The company voluntarily prepares a Directors' Remuneration Report in
accordance with the provisions of the UK Companies Act 2006. The directors
requested that we audit the part of the Directors' Remuneration Report
specified by the UK Companies Act 2006 to be audited as if the company were a
UK quoted company.
In our opinion, the part of the Directors' Remuneration Report to be audited
has been properly prepared in accordance with the Companies Act 2006.
Kevin Rollo
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Recognized Auditor
London
14 April 2026
FINANCIAL STATEMENTS
Statement of Comprehensive Income
For the year ended 31 December 2025
Year ended 31 December 2025 Year ended 31 December 2024
(Restated - see Note 25)
Note Revenue Capital Total Revenue Capital Total
£'000
£'000
£'000
£'000
£'000
£'000
Income
Income from investments held at fair value 5 - - - - - -
Losses on investments held at fair value 9 - (212,913) (212,913) - (270,082) (270,082)
Other income 5 4,686 - 4,686 3,130 - 3,130
Total income/(loss) 4,686 (212,913) (208,227) 3,130 (270,082) (266,952)
Expenses
Investment management fees 6 (2,988) - (2,988) (5,210) (1,736) (6,946)
Other operating expenses 7 (2,097) (3,725) (5,822) (3,650) - (3,650)
Total operating expenses (5,085) (3,725) (8,810) (8,860) (1,736) (10,596)
Loss on ordinary activities before taxation (399) (216,638) (217,037) (5,730) (271,818) (277,548)
Taxation 8 - - - - - -
Loss and total comprehensive expense attributable to shareholders (399) (216,638) (217,037) (5,730) (271,818) (277,548)
Loss per Ordinary Share - basic and diluted (p) 22 (0.1p) (25.0p) (25.1p) (0.7p) (31.4p) (32.1p)
The total column of this statement is the Statement of Comprehensive Income of
Digital 9 Infrastructure Plc ("the Company") prepared in accordance with
International Financial Reporting Standards, as adopted by the European Union
("EU"). The supplementary revenue return and capital columns have been
prepared in accordance with the Association of Investment Companies Statement
of Recommended Practice (AIC SORP).
All revenue and capital items in the above statement derive from continuing
operations. The Company does not have any other income or expenses that are
not included in the net loss for the year. The net loss for the year disclosed
above represents the Company's total comprehensive expense.
This Statement of Comprehensive Income includes all recognised gains and
losses.
The accompanying notes below form part of these Financial Statements.
Statement of Financial Position
As at 31 December 2025
Note 31 December 31 December 1 January
2025
2024
2024
£'000
£'000
(Restated - see
Note 25)
£'000
Non-current assets
Investments at fair value through profit or loss 9 80,768 286,181 564,562
Total non-current assets 80,768 286,181 564,562
Current assets
Trade and other receivables 10 6,182 3,251 1,471
Cash and cash equivalents 11 642 12,100 14,809
Total current assets 6,824 15,351 16,280
Total assets 87,592 301,532 580,842
Current liabilities
Trade and other payables 12 (7,344) (4,247) (6,009)
Total current liabilities (7,344) (4,247) (6,009)
Total net assets 80,248 297,285 574,833
Equity attributable to equity holders
Stated capital 13 793,286 793,286 793,286
Capital reserve (723,719) (507,081) (235,263)
Revenue reserve 10,681 11,080 16,810
Total equity 80,248 297,285 574,833
Net asset value per Ordinary Share - basic and diluted 23 9.3p 34.4p 66.4p
The Financial Statements set out in this report were approved and authorised
for issue by the Board on 14 April 2026 and signed on its behalf by:
Eric Sanderson
Chair
14 April 2026
The accompanying notes below form part of these Financial Statements.
Statement of Changes in Equity
For the year ended 31 December 2025
Note Stated Capital Revenue Total
capital
reserve
reserve
equity
£'000 (Restated - see Note 25)
£'000 (Restated - see Note 25)
£'000
£'000
Balance as at 1 January 2024 (as originally stated) 793,286 (123,765) 16,810 686,331
Prior year adjustment - (111,498) - (111,498)
Balance as at 1 January 2024 (restated) 793,286 (235,263) 16,810 574,833
Transactions with owners
Loss and total comprehensive expense for the period (restated) ( ) - (271,818) (5,730) (277,548)
Balance as at 31 December 2024 793,286 (507,081) 11,080 297,285
Note Stated Capital Revenue Total
capital
reserve
reserve
equity
£'000
£'000
£'000
£'000
Balance as at 1 January 2025 793,286 (507,081) 11,080 297,285
Transactions with owners
Loss and total comprehensive expense for the period - (216,638) (399) (217,037)
Balance as at 31 December 2025 793,286 (723,719) 10,681 80,248
The accompanying notes below form part of these Financial Statements.
Statement of Cash Flows
For the year ended 31 December 2025
Note Year Year ended
ended
31 December
31 December
2024
2025
(Restated - see Note 25)
£'000
£'000
Cash flows from operating activities
Loss on ordinary activities before taxation (217,037) (277,548)
Adjustments for:
Losses on investments held at fair value 9 212,913 270,082
Cash flows used in operations (4,124) (7,466)
Cash flows from operating activities
Increase in trade and other receivables 10 (2,931) (1,779)
Decrease in trade and other payables 12 3,097 (1,762)
Net cash outflow from operating activities (3,958) (11,007)
Cash flows from investing activities
Loans to subsidiaries (7,500) (5,300)
Loans repayment from subsidiaries - 13,598
Net cash flow (used in)/generated from investing activities (7,500) 8,298
Cash flows from financing activities
Dividends paid 14 - -
Net cash flow used in financing activities - -
Net decrease in cash and cash equivalents (11,458) (2,709)
Reconciliation of net cash flow to movements in cash and cash equivalents
Cash and cash equivalents at the beginning of the year 12,100 14,809
Net decrease in cash and cash equivalents (11,458) (2,709)
Cash and cash equivalents at the end of the year 11 642 12,100
The accompanying notes below form part of these Financial Statements.
Notes to the Financial Statements
For the year ended 31 December 2025
1. CORPORATE INFORMATION
Digital 9 Infrastructure plc (the "Company" or "D9") is a Jersey registered
alternative investment fund, and it is regulated by the Jersey Financial
Services Commission as a "listed fund" under the Collective Investment Funds
(Jersey) Law 1988 (the "Funds Law") and the Jersey Listed Fund Guide published
by the Jersey Financial Services Commission. The Company is registered with
number 133380 under the Companies (Jersey) Law 1991.
The Company is domiciled in Jersey and the address of its registered office,
which is also its principal place of business, is 26 New Street, St Helier,
Jersey, JE2 3RA. The Company is tax domiciled in the United Kingdom.
The Company was incorporated on 8 January 2021 and is a public company and the
ultimate controlling party of the Group. The Company's Ordinary Shares were
admitted to trading on the Specialist Fund Segment of the Main Market of the
London Stock Exchange under the ticker DGI9 on 31 March 2021, following its
IPO which raised gross proceeds of £300 million. A further £175 million was
injected following the second equity raise on 10 June 2021 and a total of
£155.2m injected following two further equity raises in 2022. It was admitted
to the premium listing segment of the Official List of the Financial Conduct
Authority and migrated to trading on the premium segment of the Main Market on
30 August 2022. The Company is listed on the closed-ended investment funds
category of the FCA's Official List and its Ordinary Shares are traded on the
London Stock Exchange's Main Market.
Following the Strategic Review and shareholder vote in March 2024 for the
Company to enter into a Managed Wind-Down, and which was reconfirmed by a
Continuation Resolution in June 2025, the Company's principal activity is to
execute the Managed Wind-Down of the Company and realise all existing assets
in the Company's portfolio in an ordinary manner.
These financial statements comprise only the results of the Company, as its
investment in Digital 9 Holdco Limited ("D9 Holdco") is measured at fair value
through profit or loss.
2. BASIS OF PREPARATION
These financial statements for the year ended 31 December 2025 have been
prepared in accordance with International Financial Reporting Standards as
adopted by the European Union.
Where presentational guidance set out in the AIC SORP is consistent with the
requirements of IFRS as adopted by the EU, the Directors have sought to
prepare the financial statements on a basis compliant with the recommendations
of the AIC SORP. In particular, supplementary information which analyses the
Statement of Comprehensive Income between items of a revenue and capital
nature has been presented alongside the total Statement of Comprehensive
Income.
The functional and reporting currency is sterling, reflecting the primary
economic environment in which the Company operates. Transactions in foreign
currencies are translated into sterling at the rates of exchange ruling on the
date of the transaction. Foreign currency monetary assets and liabilities are
translated into sterling at the rates of exchange ruling at the balance sheet
date.
The financial statements have been prepared on a historical cost basis, except
for the following:
· Investments at fair value through profit or loss
The accounting policies adopted are consistent with those of the previous
financial year.
The principal accounting policies to be adopted are set out below and will be
consistently applied, subject to changes in accordance with any amendments in
IFRS.
IFRS 13 defines fair value 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 (an exit price). When measuring fair
value, the Company takes into consideration the characteristics of the asset
or liability if market participants would take those characteristics into
account when pricing the asset or liability at the measurement date, including
assumptions about risk.
The Company accounts for its investment in its wholly-owned direct subsidiary
D9 Holdco at fair value. The investment in D9 Holdco which will principally
comprise working capital balances and investments in Digital Infrastructure
Projects, are required to be included at fair value in the carrying value of
investments. Consequently, the Company does not consolidate its subsidiaries
or apply IFRS 3 business combinations when it obtains control of another
entity as it is considered to be an investment entity under IFRS. Instead, the
Company includes its investment in its subsidiary at fair value through profit
or loss.
The Company's Investment Manager, and the Company's Board are currently in the
process of undertaking a Managed Wind-Down of the Company and realising all
existing assets in the portfolio in an orderly manner.
D9 Holdco is itself an investment entity. Consequently, the Company need not
have an exit strategy for its investment in D9 Holdco.
(a) Going Concern
The Company's business activities, together with the factors likely to affect
its future development, performance and position, including its principal
risks and uncertainties are set out in the Strategic Report.. In addition,
Notes 2 to 21 of the financial statements include: 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.
Following the shareholder vote at the General Meeting in early 2024, the
Company is now in a Managed Wind-Down. This strategy was re-confirmed by a
Continuation Resolution that passed at the June 2025 AGM. The Managed
Wind-Down is anticipated to take several years to complete due to the expected
timing associated with the divestment of Arqiva. The targeted completion of
this Managed Wind-Down is circa 36 months. As such, the audited Financial
Statements for the year ended 31 December 2025 continue to be prepared on a
going concern basis.
In adopting the appropriateness of the going concern basis of preparation, the
Directors considered the fact that the Company is in Managed Wind-Down, the
successful recent disposal activity (EMIC-1, SeaEdge UK1 and Aqua Comms, plus
the Verne Global earn-out which settled in April 2026, for combined net
proceeds of £86.3 million) during the year, the strong performance of one of
the two remaining assets, Elio, and the disposal plans and timelines for
Arqiva, which Directors still reasonably expect to be disposed of within a two
to three-year timeframe, even considering the ongoing Arqiva related disposal
activity by minority shareholders. In addition, the Directors considered the
significantly improved liquidity position of the Company compared with 31
December 2024, with the previously noted full repayment of the RCF in May 2025
primarily using disposal proceeds, and the receipt of Aqua Comms disposal
proceeds in December 2025, ensuring sufficient cash, post any distribution to
shareholders, is available to meet the future liquidity requirements of the
fund until it is wound up(1).
Although the Company is not reliant on distributions from Elio Networks from a
going concern perspective, it is able to benefit from distributable free cash
generated by the business. This position is further supported by the recently
announced debt facility, which enables Elio to deliver its buy‑and‑build
M&A strategy without reliance on its current free cash flows.
Post the balance sheet date, the Board and the Investment Manager agreed
binding terms for an early £10 million settlement of the Verne Global
earn‑out with Ardian.
The settlement reflects the Board's assessment of the uncertainty inherent in
the contractual earn‑out mechanism, including its dependence on future
operating performance and run‑rate EBITDA targets for the financial year
ending 31 December 2026. The year‑end valuation of the earn‑out reflects
the terms of the settlement and provides a clear and certain crystallisation
of value for shareholders. No further amounts are expected to be received in
respect of the Verne Global earn-out.
The Directors have considered the cashflow assumptions for a period of 12
months following the approval of the financial statements, including the
reduced liquidity requirements following the previously noted full repayment
of the RCF, the available distribution options from performing assets, as well
as the available cash balance following recent disposals. The Directors have
also considered a number of severe, but plausible downside scenarios to these
cashflow assumptions and the potential mitigating actions the Company has at
its disposal to address these scenarios where required.
Given these considerations, the Directors believe that the Company and the
Group have adequate resources to continue to operate for a period of at least
twelve months from the date of approval of the financial statements and
therefore the Directors believe that it continues to be appropriate to prepare
the financial statements on a going concern basis.
(b) Investment entities
The Directors have concluded that in accordance with IFRS 10, the Company
meets the definition of an investment entity, having evaluated against the
criteria presented below that needs to be met. Under IFRS 10, investment
entities are required to hold financial investments at fair value through
profit or loss rather than consolidate them on a line-by-line basis. There are
three key conditions to be met by the Company for it to meet the definition of
an investment entity.
For each reporting period, the Directors will continue to assess whether the
Company continues to meet these conditions:
· It obtains funds from one or more investors for the purpose of
providing these investors with professional investment management services;
· It commits to its investors that its business purpose is to
invest its funds solely for returns (including having an exit strategy for
investments) from capital appreciation, investment income or both; and
· It measures and evaluates the performance of substantially all
its investments on a fair value basis.
The Company satisfies the first criteria as it has multiple investors and has
obtained funds from a diverse group of shareholders for the purpose of
providing them with investment opportunities to invest in a large pool of
digital infrastructure assets.
1 No provision has been made for the costs of winding up the Company as
these will be charged to the Income Statement on an accruals basis as they are
incurred or as the Company becomes obligated to make such payments in the
future.
In satisfying the second criteria, the notion of an investment timeframe is
critical. An investment entity should not hold its investments indefinitely
but should have an exit strategy for their realisation. The Company is now in
a Managed Wind-Down with the intention to sell all its investments and return
capital to investors.
In March 2024 the Company sold 100% of its ownership in the Verne Global group
of companies. Following the year-end, the Company also concluded an early
settlement of the residual Verne Global earn‑out, completing the Company's
economic exit from the investment. During 2025, the Company completed the
disposals of EMIC-1, SeaEdge UK1 and Aqua Comms. In addition, the early cash
settlement of the Verne Global earn-out was agreed, and which is due to settle
by end of April 2026. The Company held just two investments, Elio Networks and
Arqiva, at the end of the year. After repaying the RCF, excess disposal
proceeds are to be returned to shareholders. This disposal activity
demonstrates the exit strategy being realised.
The Company satisfies the third criteria as it measures and evaluates the
performance of all of its investments on a fair value basis which is the most
relevant for investors in the Company. Management use fair value information
as a primary measurement to evaluate the performance of all of the investments
and in decision making.
In assessing whether it meets the definition, the Company shall also consider
whether it has the following typical characteristics of an investment entity:
a) it has more than one investment;
b) it has more than one investor;
c) it has investors that are not related parties of the entity; and
d) it has ownership interests in the form of equity or similar interests.
The absence of any of these typical characteristics does not necessarily
disqualify an entity from being classified as an investment entity. As D9
Holdco divests its investments it is inevitable it will have only one
investment at some point. As the aim will be to sell that investment to
generate returns for investors, this will not change the analysis as to
whether the Company meets the definition of an investment entity.
As per IFRS 10, a parent investment entity is required to consolidate
subsidiaries that are not themselves investment entities and whose main
purpose is to provide services relating to the entity's investment activities.
The Directors have assessed whether D9 Holdco satisfies those conditions set
above by considering the characteristics of the whole Group structure, rather
than individual entities. The Directors have concluded that the Company and D9
Holdco are formed in connection with each other for business structure
purposes. When considered together, both entities display the typical
characteristics of an investment entity.
The Company entering into a Managed Wind-Down, a decision which was made and
voted on by shareholders in March 2024, and reconfirmed in June 2025, and the
changes in the Group structure following the sale of Verne Global, EMIC-1,
SeaEdge and Aqua Comms, have not impacted management's judgement and
conclusion over the IFRS 10 investment entity application and the Company has
applied the same accounting policies described.
The Directors are therefore of the opinion that the Company meets the criteria
and characteristics of an investment entity and therefore, subsidiaries are
measured at fair value through profit or loss, in accordance with IFRS 13
"Fair Value Measurement", IFRS 10 "Consolidated Financial Statements" and IFRS
9 "Financial Instruments".
(c) New and amended standards adopted by the Company
A number of amended standards became applicable for the current reporting
period. The Group did not have to change its accounting policies or make
retrospective adjustments as a result of adopting these amended standards.
Management do not expect the new or amended standards will have a material
impact on the Company's financial statements. The most significant of these
standards are set out below:
New standards and amendments - applicable 1 January 2025
(a) Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates
titled Lack of Exchangeability (the Company has adopted the amendments to IAS
21 for the first time in the current year. The amendments specify how to
assess whether a currency is exchangeable, and how to determine the exchange
rate when it is not.)
FORTHCOMING REQUIREMENTS
The following standards and interpretations had been issued but were not in
effect for annual reporting periods ending on 31 December 2025.
(a) Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial
Instruments: Amendments to the Classification and Measurement of Financial
Instruments (effective date 1 January 2026).
(b) Annual Improvements to IFRS Accounting Standards - Volume 11: Amendments
to IFRS 1 First-time Adoption of International Financial Reporting Standards,
IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on
implementing IFRS 7, IFRS 9 Financial Instruments, IFRS 10 Consolidated
Financial Statements, and IAS 7 Statement of Cash Flows (effective date 1
January 2026).
(c) Amendments to IFRS 9 and IFRS 7: Contracts Referencing Nature-dependent
Electricity (effective date 1 January 2026).
(d) IFRS 18 Presentation and Disclosure in Financial Statements (effective
date of 1 January 2027).
(e) IFRS 19 Subsidiaries without Public Accountability: Disclosures
(effective date of 1 January 2027)
The directors do not expect that the adoption of the standards listed above
will have a material impact on the financial statements of the group in future
periods, except if indicated below:
• IFRS 18 Presentation and Disclosure in Financial Statements
(effective date of 1 January 2027). IFRS 18 introduces new
requirement to:
o present specified categories and defined subtotals in the statement
of profit or loss
o provide disclosures on management-defined performance measures
(MPMs) in the notes to the financial statements
o improve aggregation and disaggregation.
The directors of the entity anticipate that the application of these
amendments may have an impact on the group's financial statements in future
periods. IFRS 18 does not alter the measurement of financial performance, it
significantly impacts how results are presented and structured, aiming to
reduce the inconsistency in reported figures.
3. MATERIAL ACCOUNTING POLICIES
(a) Financial Instruments
Financial assets and financial liabilities are recognised on the Company's
Statement of Financial Position when the Company becomes a party to the
contractual provisions of the instrument. Financial assets are to be
derecognised when the contractual rights to the cash flows from the instrument
expire or the asset is transferred, and the transfer qualifies for
de-recognition in accordance with IFRS 9 "Financial Instruments".
The Company did not use any derivative financial instruments during the
period.
(i) Financial assets
The Company's investment in D9 Holdco comprises both equity and debt. The
Company classifies its financial assets as either investments at fair value
through profit or loss or financial assets at amortised cost (e.g. cash and
cash equivalents and trade and other receivables). The classification depends
on the purpose for which the financial assets are acquired. Management
determines the classification of its financial assets at initial recognition.
(ii) Investments at fair value through profit or loss
At initial recognition, the Company measures its investments through its
investment in D9 Holdco, at fair value through profit or loss and any
transaction costs are expensed to the Statement of Comprehensive Income. The
Company will subsequently continue to measure all investments at fair value
and any changes in the fair value are to be recognised as unrealised gains or
losses through profit or loss within the capital column of the Statement of
Comprehensive Income.
IFRS 13 defines fair value 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 (an exit price). When measuring fair
value, the Company takes into consideration the characteristics of the asset
or liability if market participants would take those characteristics into
account when pricing the asset or liability at the measurement date, including
assumptions about risk.
(iii) Financial liabilities and equity
Debt and equity instruments are measured at amortised cost and are classified
as either financial liabilities or as equity in accordance with the substance
of the contractual arrangement.
All financial liabilities are classified as at amortised cost. These
liabilities are initially measured at fair value less transaction costs and
subsequently using the effective interest method.
(iv) Equity instruments
The Company's Ordinary Shares are classified as equity under stated capital
and are not redeemable. Costs associated or directly attributable to the issue
of new equity shares, including the costs incurred in relation to the
Company's IPO on 31 March 2021 and its subsequent equity raises, are
recognised as a deduction in equity and are charged against stated capital.
(b) Finance income
Finance income is recognised using the effective interest method. This is
calculated by applying the effective interest rate to the gross carrying
amount of a financial asset unless the assets subsequently became credit
impaired. In the latter case, the effective interest rate is applied to the
amortised cost of the financial asset. Finance income is recognised on an
accruals basis.
(c) Finance expenses
Borrowing costs are recognised in the Statement of Comprehensive Income in the
period to which they relate on an accruals basis.
(d) Fair value estimation for investments at fair value
The fair value of financial investments at fair value through profit or loss
is based on the valuation models adjusted in accordance with the IPEV
(International Private Equity and Venture Capital) valuation guidelines
December 2022 to comply with IFRS 13. Where applicable, investments are also
referenced and considered against the external market information.
The Company records the fair value of D9 Holdco by calculating and aggregating
the fair value of each of the individual investments in which the Company
holds an indirect investment. The total change in the fair value of the
investment in D9 Holdco is recorded through profit and loss within the capital
column of the Statement of Comprehensive Income.
(e) Cash and cash equivalents
Cash and cash equivalents comprise cash balances and deposits held on call
with banks. Deposits to be held with original maturities of greater than three
months are included in other financial assets. Cash and cash equivalents are
measured at amortised cost using the effective interest method and assessed
for expected credit losses at each reporting date.
There are no material expected credit losses as the bank institution has high
credit ratings assigned by international credit rating agencies.
(f) Trade and other receivables
Trade and other receivables are measured at amortised cost using the effective
interest method, less any impairment. They are included in current assets,
except where maturities are greater than 12 months after the reporting date,
in which case they are to be classified as non-current assets.
The effective interest rate is the rate that exactly discounts estimated
future cash payments or receipts through the expected life of the financial
instrument to the relevant asset's carrying amount.
Impairment provisions for all receivables are recognised based on a
forward-looking expected credit loss model using the simplified approach. The
methodology used to determine the amount of the provision is based on whether
there has been a significant increase in credit risk since initial recognition
of the financial asset. For those where the credit risk has not increased
significantly since initial recognition of the financial asset, 12 month
expected credit losses along with gross interest income are recognised. For
those for which credit risk has increased significantly, lifetime expected
credit losses along with the gross interest income are recognised. For those
that are determined to be credit impaired, lifetime expected credit losses
along with interest income on a net basis are recognised.
(g) Amortised costs
Assets that are held for collection of contractual cash flows, where those
cash flows represent solely payments of principal and interest, are measured
at amortised cost. Interest income from these financial assets is included in
finance income using the effective interest rate method. Any gain or loss
arising on derecognition is recognised directly in profit or loss and
presented in other gains/(losses) together with foreign exchange gains and
losses. Impairment losses are presented as a separate line item in the
statement of profit or loss.
(h) Trade and other payables
Trade and other payables are classified as current liabilities if payment is
due within one year or less from the end of the current accounting period. If
not, they are presented as non-current liabilities. Trade and other payables
are recognised initially at their fair value and subsequently measured at
amortised cost using the effective interest method until settled.
(i) Segmental reporting
The Chief Operating Decision Maker (the "CODM") being the Board of Directors,
is of the opinion that the Company is engaged in a single segment of business,
being investment in digital infrastructure projects.
The internal financial information to be used by the CODM on a quarterly basis
to allocate resources, assess performance and manage the Company will present
the business as a single segment comprising the portfolio of investments in
digital infrastructure assets.
(j) Foreign currency transactions and balances
Transactions in foreign currencies are translated at the foreign exchange rate
ruling at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies at the reporting date are translated at the
foreign exchange rate ruling at that date. Foreign exchange differences
arising on translation are recognised in the Statement of Comprehensive Income
as a revenue or capital item depending on the income or expense to which they
relate.
All exchange differences recognised in income or expenses, except for those
arising on financial instruments measured at fair value through profit or loss
in accordance with IFRS 9, is on an aggregate net basis. The total amount of
exchange differences recognised in income or expenses includes exchange
differences recognised on subsequent settlement and re-translation to the
closing rate on balances arising from foreign currency transactions.
(k) Revenue recognition
Gains and losses on fair value of investments in the Statement of
Comprehensive Income will represent gains or losses that arise from the
movement in the fair value of the Company's investment in D9 Holdco.
Investment income comprises dividend income received from the Company's direct
subsidiary, D9 Holdco. Interest income is recognised in the Statement of
Comprehensive Income using the effective interest method.
Other income is recognised to the extent that the economic benefits will flow
to the Company and the income can be reliably measured. Income is measured as
the fair value of consideration received or receivable, excluding discounts,
rebates and value added tax. Other Income comprises fees charged to Investee
Companies under a Management Services Agreement. Other Income is recognised
100% through revenue.
Dividend income receivable on equity shares is recognised on the ex-dividend
date. Dividend income on equity shares where no ex-dividend date is quoted is
brought into account when the Company's right to receive payment is
established.
(l) Dividends
Dividends payable are recognised as distribution in the financial statements
in the period in which they are paid or when the Company's obligation to make
payment has been established.
(m) Expenses
Expenses are accounted for on an accruals basis. Share issue costs of the
Company directly attributable to the issue and listing of shares are charged
to stated capital. The Company's investment management fee, administration
fees and all other expenses are charged through the Statement of Comprehensive
Income.
In order to better reflect the activities of an investment trust company and
in accordance with guidance issued by the AIC SORP, supplementary information
which analyses the Statement of Comprehensive Income between items of a
revenue and a capital nature has been presented alongside the Statement of
Comprehensive Income.
Expenses have been charged wholly to the revenue column of the Statement of
Comprehensive Income, except as follows:
· expenses which are incidental to the acquisition or disposal of
an investment are treated as capital;
· expenses are treated as capital where a connection with the
maintenance or enhancement of the value of the investments can be
demonstrated; and
· the investment management fee has been allocated 100% to revenue
in 2025 (2024: 75% to revenue and 25% to capital) on the Statement of
Comprehensive Income. The Board have decided to stop allocating indirect costs
between capital and revenue as it is not a useful metric in a wind down
scenario.
(n) Acquisition costs and disposals
In line with SORP, acquisition costs and disposals are expensed to the capital
column of the Statement of Comprehensive Income as they are incurred for
investments which are held at fair value through profit or loss.
(o) Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax. The tax currently payable is based on the taxable profit for the year.
Taxable profit differs from net profit as reported in the Statement of
Comprehensive Income because it excludes items of income or expenses that are
taxable or deductible in other years and it further excludes items that are
never taxable or deductible. The Company's liability for current tax is
calculated using tax rates that were applicable at the balance sheet date.
Where expenses are allocated between the capital and revenue accounts, any tax
relief in respect of expenses is allocated between capital and revenue returns
on the marginal basis using the Company's effective rate of corporation tax
for the accounting period.
Deferred taxation is recognised in respect of all temporary differences that
have originated but not reversed at the financial reporting date, where
transactions or events that result in an obligation to pay more taxation in
the future or right to pay less taxation in the future have occurred at the
financial reporting date. This is subject to deferred tax assets only being
recognised if it is considered more likely than not that there will be
suitable profits from which the future reversal of the temporary differences
can be deducted. Deferred tax is measured on a non-discounted basis, at the
average tax rates that are expected to apply in the periods in which the
timing differences are expected to reverse based on tax rates and laws that
have been enacted or substantively enacted by the balance sheet date.
(p) Earnings per share
The Company presents basic and diluted earnings per share ("EPS").
(i) Basic earnings per share
Basic earnings per share is calculated by dividing:
· the profit attributable to owners of the Company, excluding any
costs of servicing equity other than Ordinary Shares; by
· the weighted average number of Ordinary Shares outstanding during
the financial year, adjusted for bonus elements in Ordinary Shares issued
during the year and excluding treasury shares
(ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of
basic earnings per share to take into account:
· the after-income tax effect of interest and other financing costs
associated with dilutive potential Ordinary Shares, and
· the weighted average number of additional Ordinary Shares that
would have been outstanding assuming the conversion of all dilutive potential
Ordinary Shares.
4. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
In the application of the Company's accounting policies, the Directors are
required to make judgements, estimates and assumptions that affect the
reported amounts of assets, liabilities, income and expenses. It is possible
that actual results may differ from these estimates.
(a) Significant accounting judgements
(i) Investment entity
As discussed above in Note 2(b), the Company meets the definition of an
investment entity as defined in IFRS 10 and therefore its subsidiary entities
have not been consolidated in these financial statements.
(b) Key sources of estimation uncertainty
The estimates and underlying assumptions underpinning our investments are
reviewed on an ongoing basis by both the Board and the Investment Manager.
Revisions to any accounting estimates are recognised in the period in which
the estimate is revised if the revision affects only that period, or in the
period of the revision and future periods if the revision affects both current
and future periods.
(i) Fair value measurement of investments at fair value through profit or
loss
The Company owns 100% of D9 Holdco, which through its wholly-owned
subsidiaries invests in Digital Infrastructure projects. The fair value of
investments in digital infrastructure projects is calculated by discounting at
an appropriate discount rate future cash flows expected to be generated by the
trading subsidiary companies and received by D9 Holdco, through dividend
income, equity redemptions and Shareholder loan repayments or restructurings
and adjusted in accordance with the IPEV (International Private Equity and
Venture Capital) valuation guidelines, where appropriate, to comply with IFRS
13 and IFRS 9. For December 2025 the Board received and challenged an
independent report and opinion on the Investment Manager's valuation from a
third-party valuation expert on Arqiva and Elio Networks.
Estimates such as the forecasted cash flows from investments form the basis of
making judgements about the fair value of assets, which is not readily
available from other sources. The discounted cash flows from earnings are
forecasted over a period of up to 25 years followed by a terminal value based
on a long-term growth rate or exit multiple. Discount rates are arrived at via
a bottom-up analysis of the weighted average cost of capital, using both
observable and unobservable inputs, and calculation of the appropriate beta
based on comparable listed companies where appropriate, a sense-check to the
DCF analysis is compared to market multiples.
To do this, implied multiples from the DCF analysis are calculated and
considered against the multiples available for reasonably comparable quoted
companies and any relevant recent sector transactions. It should be noted that
finding directly comparable companies to Arqiva and Elio Networks is
challenging and as a result no directly comparable companies have been
identified. Similarly, there have been few recent transactions with publicly
available information where the target is directly comparable to the
businesses. As a result, whilst the market multiples approach is a useful
crosscheck to the DCF analysis, less reliance should be placed upon it.
A broad range of assumptions are used in the Company's valuation models, which
are arrived at by reviewing and challenging the business plans of the Investee
Companies with their management. The Investment Manager exercises its
judgement and uses its experience in assessing the expected future cash flows
from each investment and long-term growth rates. The impact of changes in the
key drivers of the valuation are set out below.
The following significant unobservable inputs were used in the model, cash
flows, terminal value and discount rates. 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
key risks to the portfolio are discussed in further detail in the Risk report.
Arqiva and Elio Networks 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. Where appropriate,
relevant market transactions by other investors and transactions for
comparable companies are also factored in.
The discount rate applied to the cash flows in each investment portfolio
company is a key source of estimation uncertainty. 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 weighted average discount rate used in these valuations was
14.5%.
The cash flows on which the discounted cash flow valuations are based are
derived from detailed financial models. These incorporate a number of
assumptions with respect to individual portfolio companies, including:
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.
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 valuation of each asset has significant estimation in relation to
asset-specific items but there is also consideration given to the impact of
wider megatrends such as the transition to a lower-carbon economy and climate
change.
We note that the December 2023 valuations has been reviewed by an independent
third-party valuation expert as discussed in the Chair's Statement. A prior
year adjustment has been accounted for in the financial statements as at 31
December 2023. Please refer to the Prior Year Adjustment Review subsection in
the Chair's Statement and see Note 25 of these accounts for more information.
5. INCOME FROM INVESTMENTS HELD AT FAIR VALUE AND OTHER INCOME
Year ended Year ended
31 December 2025
31 December 2024
£'000
£'000
UK dividends - -
Loan interest income 2,842 2,545
Other income 1,844 585
4,686 3,130
Dividends are under income from investments whist other Income comprises
Management Services Fees charged to the Company's subsidiaries.
6. INVESTMENT MANAGEMENT FEES
Year ended 31 December 2025 Year ended 31 December 2024
Revenue Capital Total Revenue Capital Total
£'000
£'000
£'000
£'000
£'000
£'000
Management fees(1) 2,988 - 2,988 5,209 1,736 6,945
Total management fees 2,988 - 2,988 5,209 1,736 6,945
1 The 2025 management fee includes a £0.8 million release of a previously
accrued management fee payable to Triple Point. Of the management fee
recognised in 2024, £6.1 million related to Triple Point and £0.8 million
related to InfraRed for the period from 11 October 2024 to 31 December 2024.
In 2024, management fees were allocated between revenue and capital on a 75/25
basis. Following the change in the Company's strategy to a Managed Wind-Down
in 2025, the Board determined that this allocation was no longer appropriate
and, accordingly, all management fees were allocated to revenue in 2025.
The Company entered into an Investment Management Agreement ("IMA") with
Triple Point on 8 March 2021. The Company served notice to terminate this
agreement in March 2024. Under the terms of the IMA, Triple Point was entitled
to a management fee calculated by reference to adjusted Net Asset Value.
As at 31 December 2025, the amount invoiced by Triple Point and accrued was
£2.0 million (2024: £2.8 million), reflecting Triple Point's calculation of
fees due for the period from 1 July 2024 to 31 March 2025 following certain
adjustments. The Board remains in dispute with Triple Point regarding these
fees.
On 11 October 2024, the Company entered into a new Investment Management
Agreement with InfraRed (the "New IMA"), which became effective on 11 December
2024, at which point Triple Point's role as AIFM terminated. For the period
from 11 October 2024 to 11 December 2024, the Company entered into an interim
support services agreement with InfraRed, under which fees were charged at the
same annual rate as under the New IMA.
InfraRed is responsible, subject to the overall supervision of the Board, for
portfolio management and risk management in accordance with the Company's
Investment Objective and Policy and acts as the Company's AIFM. The exercise
of discretion by InfraRed under the New IMA is subject to the Board's
oversight and to specific approval requirements where conflicts of interest
arise.
From 11 December 2024, the Investment Manager was InfraRed, and they were
entitled to receive an annual management fee on the following basis:
1. InfraRed will receive a fixed annual management fee of £3.75 million
for 36 months from 11 December 2024 and a reduced management fee of £1.75
million per annum thereafter until the Group's last asset is sold.
2. 10% of the annual management fee (net of applicable taxes) will be used
to acquire shares in the capital of D9 in the secondary market within a
reasonable timeframe following receipt of the management fee and unless it
would be unlawful to do so. These shares will be subject to lock-in and
orderly market provisions.
3. Following the sale of the final asset, a fee of £100,000 per month
will be payable until the earlier of a) the Company being delisted, and b) 6
months from the date of completion of the sale of the final asset.
4. To appropriately align InfraRed with shareholder outcomes, InfraRed
will also be entitled to receive a performance fee based on distributions made
to shareholders in excess of £225 million. InfraRed will be entitled to a
performance fee of 3.5% of any distributions above £225 million, when
aggregate distributions are in excess of £225 million but less than £300
million, and 4.75% of any distributions above £300 million when aggregate
distributions are in excess of £300 million.
Any distributions to shareholders will be assessed against any third-party
financing and accrued liabilities of the Company. InfraRed will also be
entitled to receive certain fees in the event of the termination of its
appointment in prescribed circumstances.
Any performance fee payable to InfraRed will not exceed, in aggregate, £15
million.
The total amount accrued and due to InfraRed at the year-end was £0.9 million
(2024: £0.8 million).
InfraRed's appointment is terminable by either party by serving 6 month's
notice, with such notice not to expire earlier than 24 months from the 11
December 2024.
InfraRed were paid a pro rata fee of their annual management fee under an
interim support services agreement from 11 October 2024 to 10 December 2024.
7. OTHER OPERATING EXPENSES
Year ended Year ended
31 December 2025
31 December 2024
£'000
£'000
Legal and professional fees 543 557
Auditors' fees - audit services(1) 547 377
Auditors' fees - non-audit services(2) - 102
Directors' fees 260 242
Administration and company secretarial fees 191 300
Strategic review costs(3) - 1,631
Other administrative expenses 556 441
Advisory costs(4) 3,725 -
5,822 3,650
1 Excludes audit fees of the financial statements of subsidiaries totalling
£224,438 (2024 - £467,000). £73,000 of current year fees relates to the
prior year adjustment reflected in the 2025 Annual Report.
2 Fees for non-audit services relate to the review of interim financial
statements. No such services were performed during 2025.
3 Strategic review costs relate to the Wind Down strategy of the Company and
no such fees were incurred during 2025 after the strategy had been confirmed.
Prior year strategic review costs were agreed by the previous Board and
Investment Manager.
4 Success advisory fee (as agreed by the previous Board and Investment
Manager) directly related to the completion of EMIC-1 and Aqua Comms
disposals. All other disposal costs incurred have been accounted for within
the subsidiary which held the relevant disposed of investment.
8. TAXATION
The Company is registered in Jersey, Channel Islands but resident in the
United Kingdom for taxation. The standard rate of corporate income tax
currently applicable to the Company is 25% (2024: 25%).
The financial statements do not directly include the tax charges for the
Company's intermediate holding company, as D9 Holdco is held at fair value. D9
Holdco is subject to taxation in the United Kingdom.
The tax charge for the period is less than the standard rate of corporation
tax in the UK of 25% (2024: 25%). The differences are explained below.
Year ended 31 December 2025 Year ended 31 December 2024
(Restated - see Note 25)
Revenue Capital Total Revenue Capital Total
£'000
£'000
£'000
£'000
£'000
£'000
Net loss before tax (399) (216,638) (217,037) (5,730) (271,818) (277,548)
Tax at UK corporation tax standard rate of 25% (2024: 25%) (100) (54,159) (54,259) (1,432) (67,955) (69,387)
Effects of:
Loss on financial assets not taxable - 54,159 54,159 - 67,521 67,521
Exempt UK dividend income - - - - - -
Expenses not deductible for tax purposes - - - - - -
Excess of allowable expenses 100 - 100 1,432 434 1,866
Total tax charge - - - - - -
Investment companies which have been approved by HM Revenue & Customs
under section 1158 of the Corporation Tax Act 2010 are exempt from tax on
capital gains. The Directors are of the opinion that the Company has complied
with the requirements for maintaining investment trust status for the purposes
of section 1158 of the Corporation Tax Act 2010. The Company has not provided
for deferred tax on any capital gains or losses arising on the revaluation of
investments.
The Company has unrelieved excess management expenses of £30 million (2024:
£25 million). It is unlikely that the Company will generate sufficient
taxable profits in the future to utilise these expenses and therefore no
deferred tax asset has been recognised.
The unrecognised deferred tax asset calculated using a tax rate of 25% amounts
£7 million (2024: to £6 million).
9. INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS
As set out in Note 2, the Company designates its interest in its wholly-owned
direct subsidiary as a investment at fair value through profit or loss.
Summary of the Company's valuation:
Total
£'000
Year ending 31 December 2025:
Opening balance 1 January 2025 286,181
Equity investments addition in D9 Holdco -
Debt investments addition in D9 Holdco 7,500
Change in fair value of investments (212,913)
As at 31 December 2025 80,768
Year ending 31 December 2024: Total (Restated -
see Note 25)
Opening balance 1 January 2024 (restated) 564,562
Equity investments addition in D9 Holdco -
Debt investments reduction in D9 Holdco (8,299)
Change in fair value of investments (restated) (270,082)
As at 31 December 2024 286,181
The Company views equity and debt instruments as one investment and measures
the performance of these investments together. Therefore, the Company's equity
and debt investments are presented as investments at fair value through profit
or loss in the Statement of Financial Position.
Included in debt investments as at the year-end is a loan of £35.4 million
(2024: £27.9 million) due from D9 Holdco upon which interest is charged at a
rate of Sterling Overnight Index Average (SONIA) plus a 3.75% margin. Interest
of £2.8 million (2024: £2.5 million) was charged during the year on the
loan. The debt instrument is measured at fair value as at 31 December 2025.
Breakdown of investments in D9 Holdco between equities and debts:
31 December 2025 31 December 2024
£'000
£'000
Equity investments 45,359 258,272
Debt investments 35,409 27,909
80,768 286,181
Valuation process
The valuation process for the valuation at 31 December 2025 was conducted by
InfraRed, overseen by the Board, and further supported by an independent
review from a leading third-party valuation expert.
InfraRed is responsible for preparing the valuation of the company's
investment portfolio for the Directors' approval. These valuations are
scrutinised by an independent third-party valuation expert at year-end. The
valuation is carried out on a six-monthly basis as at 30 June and 31 December
each year and is reported to shareholders in the Annual and Interim Reports.
Valuation methodology
The Company owns 100% of its subsidiary D9 Holdco. The Company meets the
definition of an investment entity as described by IFRS 10, as such, the
Company's investment in D9 Holdco is valued at fair value. D9 Holdco's cash,
working capital balances and fair value of investments are included in
calculating fair value of D9 Holdco. The Company acquired underlying
investments in special purpose vehicles ("SPV") through its investment in D9
Holdco.
The Board has approved fair market valuations of Arqiva and Elio Networks at
31 December 2025, which were prepared by InfraRed and supported by an
independent review by a leading professional firm of valuation experts. The
Directors satisfied themselves as to the methodology used, the discount rates
and key assumptions applied, and the valuations. All SPV investments are at
fair value through profit or loss and are valued using the IFRS 13 framework
for fair value measurement.
The following economic assumptions were used in the valuation of the SPVs.
The main Level 3 inputs used by the Group are derived and evaluated as
follows:
· The appropriate discount rate is determined is based on the
Investment Manager's knowledge of the market, considering intelligence gained
from its bidding activities, discussions with financial advisers in the
appropriate market and publicly available information on relevant
transactions. The bottom-up analysis of the discount rate and the appropriate
beta is based on comparable listed companies. Investments are valued using a
discounted cash flow approach, being valued on a Free Cash Flow to Equity
("FCFE") basis. The portfolio weighted average discount rate for investments
valued under the FCFE discounted cash flows approach was 14.5%.
· Expected cash inflows are estimated based on terms of the
contracts and the Company's knowledge of the business and how the current
economic environment is likely to impact it taking into consideration of
growth rate factors.
· Future Foreign exchange rates of GBP against EUR.
Fair value measurements
As set out above, the Company accounts for its interest in its wholly owned
direct subsidiary as a financial asset at fair value through profit or loss.
IFRS 13 requires disclosure of fair value measurement by level. The level of
fair value hierarchy within the financial assets or financial liabilities is
determined on the basis of the lowest level input that is significant to the
fair value measurement. Financial assets and financial liabilities are
classified in their entirety into only one of the following three levels:
Level 1 - quoted prices (unadjusted) in active markets for identical assets or
liabilities.
Level 2 - inputs other than quoted prices included within Level 1 that are
observable for the assets or liabilities, either directly
(i.e., as prices) or indirectly (i.e. derived from
prices); and
Level 3 - inputs for assets or liabilities that are not based on observable
market data (unobservable inputs).
The following table presents the Company's financial assets and financial
liabilities measured and recognised at fair value at
31 December 2025 and 31 December 2024:
Date of valuation Total Quoted prices in active markets (Level 1) Significant observable Significant unobservable
£'000
£'000
inputs
inputs
(Level 2)
(Level 3)
£'000
£'000
Assets measured at fair value:
Equity investment in D9 Holdco 31 December 2025 45,359 - - 45,359
Debt investment in D9 Holdco 31 December 2025 35,409 - - 35,409
Assets measured at fair value:
Equity investment in D9 Holdco 31 December 2024 258,272 - - 258,272
Debt investment in D9 Holdco 31 December 2024 27,909 - - 27,909
There have been no transfers between Level 1 and Level 2 during the period,
nor have there been any transfers between Level 2 and Level 3 during the year.
The Company's investments are reported as Level 3 in accordance with IFRS 13
where external inputs are "unobservable" and value is the Directors' best
estimate, based upon advice from relevant knowledgeable experts.
Fair value measurements using significant unobservable inputs (Level 3)
As set out within the significant accounting estimates and judgements in Note
3(d), the valuation of the Company's financial asset is an estimation
uncertainty. The sensitivity analysis was performed based on the current
capital structure and expected performance of the Company's investment in D9
Holdco. For each of the sensitivities, it is assumed that potential changes
occur independently of each other with no effect on any other base case
assumption, and that the number of investments in the SPVs remains static
throughout the modelled life. The following table summarises the quantitative
information about the significant unobservable inputs used in Level 3 fair
value measurement and the changes to the fair value of the financial asset if
these inputs change upwards or downwards by 1.00% for long-term inflation and
1% for discount rate:
Unobservable inputs Valuation if rate increases Movement in valuation Valuation if rate decreases Movement in valuation
£'000
£'000
£'000
£'000
Inflation (+/- by 1%) 38,378 1,192 36,019 (1,164)
Discount rates (+/- by 1%) 35,996 (1,186) 38,429 1,246
The movement in valuation column is the movement in the value of D9 Holdco
which is held on the Company's balance sheet.
10. TRADE AND OTHER RECEIVABLES
31 December 2025 31 December 2024
£'000
£'000
Amounts due from subsidiary undertakings 6,070 3,170
Other receivables 112 81
6,182 3,251
The Directors consider that the carrying value of trade and other receivables
approximate their fair value.
11. CASH AND CASH EQUIVALENTS
31 December 2025 31 December 2024
£'000
£'000
Cash at bank 642 12,100
642 12,100
The Directors consider that the carrying value of cash and cash equivalents
approximate their fair value.
12. TRADE AND OTHER PAYABLES
31 December 2025 31 December 2024
£'000
£'000
Trade payables 1,218 93
Accruals 6,126 4,154
7,344 4,247
The Directors consider that the carrying value of trade and other payables
approximates their fair value. All amounts are unsecured and due for payment
within one year from the reporting date. £2.0 million (2024: £2.8 million)
of the above accruals figure relates to fees payable to the Triple Point
Investment Management in respect of management fees. The Board remains in
dispute with Triple Point regarding these fees. £0.9 million relates to
management fees for InfraRed (2024: £0.8 million).
13. STATED CAPITAL
Ordinary shares of no par value No of shares 31 December 2024
Allotted, issued and fully paid:
£'000
As at 1 January 2024 865,174,954 793,286
Ordinary Shares at 31 December 2024 865,174,954 793,286
Dividends paid (Note 14) -
Stated capital at 31 December 2024 793,286
Allotted, issued and fully paid: No of shares 31 December 2025
£'000
As at 1 January 2025 865,174,954 793,286
Ordinary Shares at 31 December 2025 865,174,954 793,286
Dividends paid (Note 14) -
Stated capital at 31 December 2025 793,286
Shareholders are entitled to all dividends paid by the Company and, on a
winding up, provided the Company has satisfied all its liabilities, the
shareholders are entitled to all of the residual assets of the Company.
14. DIVIDENDS PAID
There were £Nil dividends paid in the year to 31 December 2025 (31 December
2024: £Nil).
15. SUBSIDIARIES
At the reporting date, the Company had one wholly-owned subsidiary, being its
100% investment in Digital 9 Holdco Limited. The following table shows
subsidiaries of the Company. As the Company is regarded as an Investment
Entity as referred to in Note 2, these subsidiaries have not been consolidated
in the preparation of the financial statements.
Name Place of business % Interest Principal activity Registered office
Digital 9 Holdco Limited UK 100% Holding company The Scalpel, 52 Lime Street, London EC3M 7AF
The following companies are held by D9 Holdco Limited and its underlying
subsidiaries:
Digital 9 DC Limited UK 100% Intermediate holding company The Scalpel, 52 Lime Street, London EC3M 7AF
Digital 9 Fibre Limited UK 100% Intermediate holding company The Scalpel, 52 Lime Street, London EC3M 7AF
Digital 9 Wireless Limited UK 100% Intermediate holding company The Scalpel, 52 Lime Street, London EC3M 7AF
Digital 9 Subsea Holdco Limited UK 100% Intermediate holding company The Scalpel, 52 Lime Street, London EC3M 7AF
Digital 9 Subsea Limited(1) UK 100% Subsea fibre optic network The Scalpel, 52 Lime Street, London EC3M 7AF
D9 DC Opco 2 Limited2 UK 100% Intermediate holding company The Scalpel, 52 Lime Street, London EC3M 7AF
D9 Wireless Opco 1 Limited(2) UK 100% Intermediate holding company The Scalpel, 52 Lime Street, London EC3M 7AF
D9 Wireless Midco 1 Limited(2) UK 100% Intermediate holding company The Scalpel, 52 Lime Street, London EC3M 7AF
D9 Wireless Opco 2 Limited(3) UK 100% Intermediate holding company The Scalpel, 52 Lime Street, London EC3M 7AF
Aqua Comms Ireland 2 Limited(4) Ireland 100% Intermediate holding company The Exchange Building, Foster Place, Dublin 2, D02 E796
Aqua Comms MED Limited Ireland 100% Intermediate holding company The Exchange Building, Foster Place, Dublin 2, D02 E796
Openbyte Infrastructure Private Limited India 100% Intermediate holding company E44/11 Okhla Industrail State Phase 2, New Delhi, 110020
Leeson Telecom Limited(6) Ireland 100% Enterprise broadband 6-9 Trinity St, Dublin, D02 EY47, Ireland
Leeson Telecom One Limited(6) Ireland 100% Enterprise broadband 6-9 Trinity St, Dublin, D02 EY47, Ireland
Leeson Telecom Holdings Limited(5) Ireland 100% Enterprise broadband 6-9 Trinity St, Dublin, D02 EY47, Ireland
W R Computer Network Limited(5) Ireland 100% Enterprise broadband 6-9 Trinity St, Dublin, D02 EY47, Ireland
Arqiva Group Limited(6) UK 48.02% Holding company Crawley Court, Winchester, Hampshire SO21 2QA
1 Held by Digital 9 Subsea Holdco limited
2 Held by Digital 9 Wireless Limited
3 Held by D9 Wireless Midco 1 Limited
4 Held by Digital 9 Subsea Limited
5 Held by Leeson Telecom Limited
6 Held by D9 Wireless Opco 1 Limited
The Investee Companies above are restricted in transferring cash to the
Company due to the need to fulfil their capex and operational cash
requirements first.
The Company is committed to fund capex totalling £nil (2024: £7.4 million)
for Aqua Comms Ireland 2 Limited in respect of EMIC-1 project, having sold the
investment during the year.
16. TRANSACTIONS WITH THE INVESTMENT ADVISERS AND RELATED PARTY DISCLOSURE
Directors
Directors are remunerated for their services at such rate as the Directors
shall from time to time determine. The current Directors (Philip Braun, Robert
Burrow and Andrew Zychowski) are each paid an annual fee of £50,000, this
increased to £52,500 from 1 July 2025. The Chair of the Audit Committee also
receives an additional £7,500 fee per annum from 1 July 2025. The Chair of
the Company (Eric Sanderson) is entitled to receive an annual fee of
£100,000, which increased to £105,000 from 1 July 2025. Directors are
entitled to recover all reasonable expenses properly incurred in connection
with performing their duties as a Director.
Director Number of Ordinary Shares held (1)Dividends received (1)Dividends
31 December
received 31 December
2025
2024
Eric Sanderson 400,000 - -
Robert Burrow(2) 1,350,000 - -
Philip Braun 384,596 - -
Andrew Zychowski(3) 3,080,000 - -
1 Dividends disclosed for the period from the date of appointment and up
to the date of resignation.
2 Robert Burrow's persons closely associated hold 1,350,000 shares in the
Company.
3 Andrew Zychowski and persons closely associated to him together hold
3,080,000 shares in the Company. In addition, other family members of Andrew
Zychowski
hold 603,000 shares in the Company.
Transaction with subsidiary undertakings
During the period, the Company received dividend income of £Nil (2024: £Nil)
from Digital 9 Holdco Limited.
As per Note 18, the Company, through its subsidiary undertakings has capital
expenditure commitments totalling £Nil (2024: £7.4 million).
Loan to subsidiary undertaking
As at the year-end, the Company had provided a total loan of £35.4 million
(2024: £27.9 million) to Digital 9 Holdco Limited. The total loan outstanding
at the year-end was £35.4 million (2024: £27.9 million). This was used to
assist the underlying Investee Companies with their capital expenditure
requirements. Interest of £2.8 million (2024: £2.5 million) was charged on
the loan during the year.
Amounts due from subsidiary undertakings
Included within Note 10 is an amount due from subsidiary undertakings:
Subsidiary undertakings: 31 December 2025 31 December 2024
£'000
£'000
Aqua Comms DAC - 121
D9 Wireless Opco 1 Limited 32 32
D9 Wireless Opco 2 Limited 194 194
Digital 9 SeaEdge Limited - 10
Digital 9 Subsea Limited 4 23
Digital 9 Holdco Limited 5,840 2,790
6,070 3,170
17. EVENTS AFTER THE REPORTING PERIOD
On 10 April 2026, Elio signed a new debt facility with Allied Irish Banks
comprising €15 million of committed debt and a further
€15 million of uncommitted accordion debt.
The £10 million Verne Global earn-out early cash settlement was received on
10 April 2026.
On 12 March 2026, shareholders of the Company approved a return of surplus
disposal proceeds shareholders through the compulsory redemption mechanism.
Final details of the redemption are due to be publicly announced on 15 April
2025, and is expected to take place by the end of April 2026.
18. COMMITMENTS AND CONTINGENT LIABILITIES
The Company has a £1 million future commitment to J.P. Morgan Cazenove for
Defence Services, payable upon the Company Wind- Down being substantially
complete (being the disposal of Aqua Comms, Verne Global and Arqiva), or, if
earlier, upon completion of a transaction that materially affects the Company,
including a takeover or sale of the Company.
19. FINANCIAL RISK MANAGEMENT
The Company is exposed to market risk, interest rate risk, credit risk and
liquidity risk in the current and future periods. The Board oversees the
management of these risks. The Board's policies for managing each of these
risks are summarised below.
Market Risk
The Company's activities are exposed to a potential reduction in demand for
internet, data centre or cell network service and competition for assets and
services. In addition, Arqiva's cashflows are dependent upon regulatory
factors such as the likely scenarios for the future of Digital Terrestrial
Television ("DTT") and the renewal of the BBC charter. The Company's exposure
to market risks in data centres has been reduced following the sale of Verne
in 2024 and the divestments of Aqua Comms and EMIC-1 in the year have also
reduced the risk associated with a reduction in demand for internet traffic.
Some factors that could impact the volume of demand or the ability to provide
competitive pricing includes:
· continued development and expansion of the internet as a secure
communications medium and marketplace for the distribution and consumption of
data and video
· continued growth in cloud hosted services as a delivery platform
· ongoing growth in demand for access to high-capacity broadband
· continued focus on technologies, assets and services which can
offer competitive pricing and high-quality reliable services
· continued partnership with suppliers to maintain and provide the
most cost-effective access
Variations in any of the above factors can affect the valuation of assets held
by the Company and as a result impact the financial performance of the
Company.
Market risk arising from foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of
a financial instrument translated into GBP will fluctuate because of changes
in foreign exchange rates. The Company, being Digital 9 Infrastructure PLC
does not hold any cash balances in different currencies, however its
subsidiaries do as detailed below.
As a result, the Company is exposed to changes in fair value in its
investments, as a result of foreign currency changes. The below tables present
the Company's exposure to currency risk through its subsidiaries with foreign
currency cash balances.
The Group had the following foreign currency and their GBP equivalent balances
at the end of the reporting period:
USD EUR
$'000
€'000
Investments at fair value(1) 5,094 42,661
1 Investments at fair value includes cash non-UK cash subsidiary.
The Company is primarily exposed to changes in the EUR/GBP exchange rate on
its investment in Leeson Telecom (Elio Networks). Following the completion of
the sales of the Aqua Comms and EMIC-1, the exposure to changes in currencies
is reduced. The sensitivity of profit or loss to changes in the exchange rates
arises mainly on the fair value of investment. To demonstrate the impact of
foreign currency risk (in GBP), a 10% increase / decrease in USD/GBP and
EUR/GBP rates are measured as this is in line with the relevant change in the
rate during the last six months. The sensitivity is performed on the carrying
value of investments on the balance sheet at year-end.
Impact on Impact on other components of equity
post tax profit
£'000
£'000
USD/GBP and EUR/GBP exchange rates - increase by 10% (8,403) (8,403)
USD/GBP and EUR/GBP exchange rates - decrease by 10% 8,403 8,403
The above figures represent impacts of changes in the EUR/GBP exchange rates.
The Company's exposure to other foreign exchange movements is not material.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in market interest
rates.
The Company's interest rate risk on interest bearing financial assets is
limited to interest earned on cash deposit. Exposure to interest rate risk on
the liquidity funds is immaterial to the Company.
Credit risk
Credit risk is the risk that a counterparty of the Company will be unable or
unwilling to meet a commitment that it has entered into with the Company. It
is a key part of the pre-investment due diligence. The credit standing of the
companies which we intend to lend or invest is reviewed, and the risk of
default estimated for each significant counterparty position. Monitoring is
ongoing and period end positions are reported to the Board.
Credit risk arises on the debt investments held at fair value through profit
or loss, this includes loan provided to Digital 9 Holdco Limited. The
Company's debt investments at fair value through profit or loss is considered
to have low credit risk, and management have not recognised any loss allowance
during the year.
Credit risk also arises from cash and cash equivalents, derivative financial
instruments and deposits with banks and financial institutions. The Company
and its subsidiaries may mitigate their risk on cash investments and
derivative transactions by only transacting with major international
financial institutions with high credit ratings assigned by international
credit rating agencies. The Company's cash and cash equivalents are all
deposited with Barclays Bank plc which has a Fitch rating of A+.
The Company had no derivatives during the period.
The carrying value of the investments, trade and other receivables and cash
represent the Company's maximum exposure to credit risk.
Liquidity risk
Liquidity risk is the risk that the Company may not be able to meet its
financial obligations as they fall due. Prudent liquidity risk management
implies maintaining sufficient cash and marketable securities and the
availability of funding through an adequate amount of committed credit
facilities to meet obligations when due and to close out market positions.
The Investment Manager and the Board continuously monitor forecast and actual
cash flows from operating, financing, and investing activities to consider
payment of dividends, repayment of trade and other payables or funding further
investing activities. The Company ensures it maintains adequate reserves and
will put in place banking facilities and it will continuously monitor forecast
and actual cash flows to seek to match the maturity profiles of financial
assets and liabilities. Further analysis on the Company's liquidity is
included within the Basis of Preparation - Going Concern assessment.
31 December 2025 Total 1-3 months 3-12 months 1-2 years 2-5 years More than
£'000
£'000
£'000
£'000
£'000
5 years
£'000
Trade payables 1,218 1,218 - - - -
Accruals 6,126 - 6,126 - - -
7,344 1,218 6,126 - - -
31 December 2024 Total 1-3 months 3-12 months 1-2 years 2-5 years More than
£'000
£'000
£'000
£'000
£'000
5 years
£'000
Trade payables 93 93 - - - -
Accruals 4,154 - 4,154 - - -
4,247 93 4,154 - - -
20. FINANCIAL INSTRUMENTS
Cash at bank Financial assets at amortised cost Financial liabilities at amortised cost Financial assets at fair value through profit or loss Total value
balances at
£'000
£'000
£'000
£'000
amortised cost
£'000
31 December 2025
Non-current assets:
Equity investments held at fair value through profit or loss - - - 45,359 45,359
Debt investment held at fair value through profit or loss - - - 35,409 35,409
Current assets:
Trade and other receivables - 6,182 - - 6,182
Cash and cash equivalents 642 - - - 642
Total assets 642 6,182 - 80,768 87,592
Current liabilities:
Trade and other payables - - (7,344) - (7,344)
Total liabilities - - (7,344) - (7,344)
Net assets 642 6,182 (7,344) 80,768 80,248
31 December 2024
Non-current assets:
Equity investments held at fair value through profit or loss - - - 258,272 258,272
Debt investment held at fair value through profit or loss - - - 27,909 27,909
Current assets:
Trade and other receivables - 3,251 - - 3,251
Cash and cash equivalents 12,100 - - - 12,100
Total assets 12,100 3,251 - 286,181 301,532
Current liabilities:
Trade and other payables - - (4,247) - (4,247)
Total liabilities - - (4,247) - (4,247)
Net assets 12,100 3,251 (4,247) 286,181 297,285
21. CAPITAL MANAGEMENT
The Company's objectives when managing capital are to safeguard the Company's
ability to continue as a going concern in order to provide returns for
shareholders and to maintain an optimal capital structure to minimise the cost
of capital.
In order to maintain or adjust the capital structure, the Company may adjust
the amount of dividends paid to shareholders, return capital to shareholders
or issue new shares.
22. EARNINGS PER SHARE
Earnings per share ("EPS") amounts are calculated by dividing the profit or
loss for the period attributable to ordinary equity holders of the Company by
the weighted average number of Ordinary Shares in issue during the period. As
there are no dilutive instruments outstanding, both basic and diluted earnings
per share are the same.
The calculation of basic and diluted earnings per share is based on the
following:
Year ended 31 December 2025
Revenue Capital Total
Calculation of Basic Earnings per share
Net loss attributable to ordinary shareholders (£'000) (399) (216,638) (217,037)
Weighted average number of Ordinary Shares 865,174,954 865,174,954 865,174,954
Loss per share - basic and diluted (0.1p) (25.0p) (25.1p)
There is no difference between basic or diluted Loss per Ordinary Share as
there are no convertible securities.
There is no difference between the weighted average Ordinary or diluted number
of Shares.
Year ended 31 December 2024
Revenue Capital Total
(Restated - see Note 25)
(Restated - see Note 25)
Calculation of Basic Earnings per share
Net loss attributable to ordinary shareholders (£'000) (5,730) (271,818) (277,548)
Weighted average number of Ordinary Shares 865,174,954 865,174,954 865,174,954
Earnings per share - basic and diluted (0.7p) (31.4p) (32.1p)
There is no difference between basic or diluted Loss per Ordinary Share as
there are no convertible securities.
There is no difference between the weighted average Ordinary or diluted number
of Shares.
23. NET ASSET VALUE PER SHARE
Net Asset Value per share is calculated by dividing net assets in the
Statement of Financial Position attributable to Ordinary equity holders of the
parent by the number of Ordinary Shares outstanding at the end of the period.
Although there are no dilutive instruments outstanding, both basic and diluted
NAV per share are disclosed below.
Net asset values have been calculated as follows:
31 December 2025 31 December 2024
Net assets at end of period (£'000) 80,248 297,285
Number of shares in issue at end of period 865,174,954 865,174,954
IFRS NAV per share - basic and dilutive 9.3p 34.4p
24. ULTIMATE CONTROLLING PARTY
In the opinion of the Board, on the basis of the shareholdings advised to
them, the Company has no ultimate controlling party.
25. PRIOR YEAR ADJUSTMENT
Due to material downward revaluations observed in both the June 2024 and
December 2024 investment valuations in the D9 portfolio, and following the
completion of an independent third-party expert review commissioned by the D9
Board, a prior year adjustment has been recognised relevant for the financial
statements as at 31 December 2023. The scope of the review covered underlying
assets representing approximately £270 million (40%) of the fair value of
investments held at that date. This decision was driven by the fact that
neither the current Board nor the Investment Manager were involved in the
original valuation process relating to the 31 December 2023 Annual Report. The
independent review identified material errors in the 31 December 2023
valuation, specifically an overstatement in the valuation of Aqua Comms and an
omission in respect of a provision for additional VLN to potentially be issued
under the Arqiva SPA, related to the restoration of the Bilsdale site,
resulting in an overstatement of the Investments at fair value through profit
and loss of £111.5 million. This has been recognised in the current year
financial statements as a reduction in the opening Reserves in the Statement
of Changes in Equity. The impact on the 31 December 2023 financial statements
would have been as follows:
Statement of Financial Position 31 December 2023 Prior year adjustment 31 December
As originally stated £000
£000
2023
Restated
£000
Investments at fair value through profit and loss 676,060 (111,498) 564,562
Total assets 692,340 (111,498) 580,842
Net assets 686,331 (111,498) 574,833
Retained earnings (123,765) (111,498) (235,263)
Total Equity 686,331 (111,498) 574,833
Statement of Financial Position 31 December 2023 Prior year adjustment 31 December
As originally stated pence
pence
2023
Restated
pence
Net asset value per Ordinary Share - basic and diluted 79.3 (12.9) 66.4
Statement of Comprehensive Income Year ended Prior year adjustment Year ended
31 December 2024
£000
31 December
As originally stated £000(1)
2024
Restated
£000
Loss on investments held at fair value (capital) Capital: (381,580) Capital: 111,498 Capital: (270,082)
Total: (381,580) Total: 111,498 Total: (270,082)
Total income/(loss) Capital: (381,580) Capital: 111,498 Capital: (270,082)
Total: (378,450) Total: 111,498 Total: (266,952)
Loss on ordinary activities before taxation Capital: (383,316) Capital: 111,498 Capital: (271,818)
Total: (389,046) Total: 111,498 Total: (277,548)
Loss/(profit) and total comprehensive expense attributable to shareholders Capital: (383,316) Total: (389,046) Capital: 111,498 Capital: (271,818)Total: (277,548)
Total: 111,498
Statement of Comprehensive Income Year ended Prior year adjustment Year ended
31 December 2024
pence
31 December
As originally stated pence(1)
2024
Restated
pence
Loss/(profit) per Ordinary Share - basic and diluted (pence) Capital: (44.3) Total: (45.0) Capital: 12.9 Capital: (31.4)
Total: 12.9
Total: (32.1)
Statement of Changes in Equity Year ended Prior year adjustment Year ended
31 December 2024
£000
31 December
As originally stated £000
2024
Restated
£000
Balance as at 1 January 2024 Capital reserves: (123,765) Capital reserves: (111,498) Capital reserves: (235,263)
Total: 686,331 Total: (111,498) Total: 574,833
Loss and total comprehensive expense for the period Capital reserves: (383,316) Total: (389,046) Capital reserves: 111,498 Capital reserves: (271,818)Total: (277,548)
Total: 111,498
Statement of Cash Flow Year ended Prior year adjustment Year ended
31 December 2024
£000
31 December
As originally stated £000(1)
2024
Restated
£000
Loss on ordinary activities before taxation (389,046) 111,498 (277,548)
Loss on investment held at fair value (381,580) 111,498 (270,082)
1 The prior year adjustment is all capital reserves related, being
unrealised movement on investments. Refer to Note 2 for accounting treatment.
1. ONGOING CHARGES RATIO
31 December 2025 31 December 2024 (restated)
£'000
£'000
Management fee 2,988 6,946
Other operating expenses 1,595 2,019
Total management fee and other operating expenses (a) 4,583 8,965
Average undiluted net assets(1) (b) 188,766 436,059
Ongoing charges ratio % (c = a/b) (c) 2.4% 2.1%
1 Average undiluted net assets is calculated as the average of net assets of
31 December 2024 and 31 December 2025 for 2025 and 31 December 2023 (restated)
and 31 December 2024 for 2024.
2. TOTAL RETURN
31 December 2025 31 December 2024
(Restated - see Note 25)
Closing NAV per share (pence) 9.3p 34.4p
Add back dividends paid in year (pence) - -
Adjusted closing NAV (pence) 9.3p 34.4p
Adjusted NAV per share as at the year-end less adjusted NAV per share at (a) (9.3p-34.4p) (34.4p-66.4p)
31 December 2024 (31 December 2023) (pence)
Adjusted NAV per share at 31 December 2024 (31 December 2023) (pence) (b) 34.4p 66.4p
Total return % (c = a/b) (c) (73.0%) (48.2%)
3. MARKET CAPITALISATION
31 December 2025 31 December 2024
Closing share price at year-end (pence) (a) 5.9p 18.9p
Number of shares in issue at year-end (b) 865,174,954 865,174,954
Market capitalisation (c) = (a) x (b) (c) £51,045,322 £163,518,066
4. TOTAL SHAREHOLDER RETURN
A measure of the return based upon share price movements over the period and
assuming reinvestment of dividends.
31 December 2025 31 December 2024
Closing share price (pence) 5.9p 18.9p
Add back effect of dividend reinvestment (pence) - -
Adjusted closing share price (pence) (a) 5.9p 18.9p
Opening share price at beginning of the year (pence) (b) 18.9p 29.8p
Total shareholder return (c = (a-b)/b) (c) (68.8%) (36.6%)
5. INVESTEE COMPANY FINANCIAL INFORMATION FOR THE YEAR ENDING 31 DECEMBER
2025
Financial Period 12 months to 31 December 2025 12 months to 31 December
2024
Revenue £732.3 million £696.2 million
% growth year on year 5% (5)%
EBITDA £316.8 million £333.1 million
% growth year on year (5)% 0%
% margin 43% 48%
Cash Flow from Operations £289.5 million £307.0 million
Capital Expenditure ("Capex") £62.4 million £110.4 million
6. DIGITAL 9 HOLDCO REVOLVING CREDIT FACILITY
Following the full repayment and cancellation of the facility during the year,
there is no amount outstanding as at 31 December 2025.
7. LIQUIDITY
The Group cash position comprised of the following at 31 December 2025:
Total Group Cash at 31 December 2025 £'000
D9 PLC Unrestricted Cash Balance 642
Subsidiary Cash Balances 38,686
Total Group Cash 39,328
Restricted Cash
RCF Interest Reserve -
EMIC-1 Escrow -
Total Unrestricted Cash 39,328
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