REG - RM Infrastructure RM SecDirect - RMDC - Final Results
01/05/2026 07:01
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RNS Number : 7706C RM Infrastructure Income PLC 01 May 2026
RM INFRASTRUCTURE INCOME PLC
Annual Results Announcement for the year ended 31 December 2025
LEI: 213800RBRIYICC2QC958
Final Results
We are pleased to present the results for the year ended 31 December 2025.
About us
At a General Meeting held on 20 December 2023, RM Infrastructure Income plc
("RMII" or the "Company") adopted an investment objective to facilitate a
managed wind-down of the Company.
The Company aims to conduct an orderly realisation of the assets of the
Company, to be effected in a manner that seeks to achieve a balance between
returning cash to Shareholders promptly and maximising value.
Portfolio at a glance
Operational highlights
- Diversified portfolio with net assets of £56.9m invested across 16
loans, 2 equity positions, and one wholly owned asset, across 6 sectors.
- NAV Total Return over the last twelve months of -10.13% and inception to
date of +30.54%.
FINANCIAL INFORMATION
Financial information Year ended Year ended
31 December 2025
31 December 2024
Net Asset Value ("NAV") (£'000) 56,879 82,681
NAV per Ordinary Share (pence) 74.98 84.73
Ordinary Share price (pence) 63.75 73.50
Ordinary Share price discount to NAV (%)(1) 14.98 13.25
Ongoing charges (%)(1) 1.96 1.79
======= =======
Performance summary % change(2,4) % change(3,4)
Total return - Ordinary Share NAV and dividends (%)(1) -10.13 +2.62
Total return - Ordinary Share price and dividends (%)(1) -11.67 +7.93
======= =======
1. These are Alternative Performance Measures ("APMs").
2. Total returns for the year to 31 December 2025, including dividend
reinvestment.
3. Total returns for the year to 31 December 2024, including dividend
reinvestment.
4. Source: Bloomberg.
As at 27 April 2026, the latest practicable date prior to the publication of
this document, the Ordinary Share price was 63.90p per share and the latest
published NAV was 74.98p per share as at 27 April 2026.
Alternative Performance Measures ("APMs")
The financial information and performance summary data highlighted in the
footnote to the above table is considered to represent APMs of the Company.
Definitions of these APMs together with how these measures have been
calculated can be found in the Annual Report.
Portfolio(1) (as at 31 December 2025)
Largest 10 loans by drawn amounts across the entire portfolio
Business activity Investment type Valuation(2) Percentage of
(Private/Public/Bond)
£'000
NAV (%)
Manufacturing Private loans 8,178 14.4
Healthcare Private loans 5,888 10.4
Accommodation Private loans 4,251 7.5
Energy Efficiency Private loans 3,779 6.6
Hotel & Leisure Private loans 2,876 5.1
Energy Efficiency Private loans 2,700 4.7
Hotel & Leisure Private loans 1,598 2.8
Energy Efficiency Preference shares 1,286 2.3
Energy Efficiency Private loans 1,003 1.8
Hotel & Leisure Private loans 481 0.8
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Ten largest holdings 32,040 56.4
Other private loan investments. 219 0.4
Wholly owned asset 1,719 3.0
Forward currency contracts (41) (0.1)
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Total holdings 33,937 59.7
Other net current assets 22,942 40.3
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Net assets 56,879 100.0
======= =======
(1 ) Accounts for bad debt provisioning.
(2) Valuation of private loans conducted by external valuation agent.
Full portfolio(1) (as at 31 December 2025)
Ref Borrower Deal type Sector Subsector Nominal(2) (£) Market Payment Expected Maturity(3)
name
value (£)
39 Beinbauer Syndicated Loan Manufacturing Auto Parts Manufacturer 12,782,154 8,178,320 PIK 2027
76 Empowered Brands Bilateral Loan Healthcare Health and Well-being 10,614,844 5,887,920 PIK 2027
12 Private Loan - SPV Bilateral Loan Accommodation Student accommodation 4,430,000 4,251,401 PIK 2027
62 Trent Capital Bilateral Loan Energy Efficiency Energy Efficiency 3,779,183 3,779,184 PIK 2027
99 Private Loan - SPV Bilateral Loan Hotel & Leisure Hotel 2,881,472 2,876,048 Cash 2026
96 TR Engineering Bilateral Loan Energy Efficiency Energy Efficiency 2,700,000 2,700,000 Cash 2027
68 Coventry PBSA Equity Accommodation Student accommodation 3,600,000 1,718,557 N/A 2027
58 Private Loan - SPV Bilateral Loan Hotel & Leisure Hotel 5,100,812 1,597,808 PIK 2027
62a Trent Capital Preference Shares Energy Efficiency Energy Efficiency 1,285,917 1,285,917 N/A 2027
63 Trent Capital Bilateral Loan Energy Efficiency Energy Efficiency 1,005,621 1,003,360 PIK 2027
66 Private Loan - SPV Bilateral Loan Hotel & Leisure Hotel 1,303,096 480,926 PIK 2026
94a Gym Franchise Bilateral Loan Healthcare Health and Well-being 166,248 171,762 Cash 2027
52 Private Loan - SPV Bilateral Loan Energy Efficiency Energy Efficiency 47,101 46,594 PIK 2026
74 Private Loan - SPV Bilateral Loan Accommodation Student accommodation 930,000 - N/A 2027
76.1 Empowered Brands Shareholder Loan Notes Healthcare Health and Well-being 954,007 - PIK 2027
73 Private Loan - SPV Bilateral Loan Hotel & Leisure Hotel 4,000,000 - N/A N/A
62b Trent Capital Equity Energy Efficiency Energy Efficiency - - N/A N/A
76a Empowered Brands Equity Healthcare Health and Well-being - - N/A N/A
Forward currency contracts (40,753) (40,753) Cash
------------- -------------
Total 55,539,702 33,937,043
======= =======
1. Accounts for bad debt provisioning.
2. Actual capital invested, excludes undrawn commitments, includes
investments yet to settle.
3. Based on Investment Manager's maturity profile assessment.
Market
Market environment
Overall, a good year for credit as spreads tightened and government bond
yields fell. Gilt yields moved lower over the year with 5 year Gilt yields
moving from 4.34% to 3.93% over the period and credit performed well with the
ITRXX Crossover index opening the year at circa 310 and closing at circa 245.
Markit iTraxx Europe Crossover index
The Markit iTraxx Europe Crossover index comprises 75 equally weighted credit
default swaps on the most liquid sub-investment grade European corporate
entities. This is the most liquid reference point for high yield credit in
Europe. Spreads opened the year at 310bps and softened throughout the year,
tightening down to 245bps end of December 2025.
Company objectives
The Company aims to conduct an orderly realisation of the assets of the
Company, to be effected in a manner that seeks to achieve a balance between
returning cash to Shareholders promptly and maximising value.
The managed wind-down process is monitored closely by the Board of Directors
(the "Board"). The Investment Manager keeps the Board updated on latest
developments as the managed wind-down process progresses which is also
discussed at each of the Company's quarterly Board meetings.
Chair's statement
+30.54%
NAV Total Return / Inception to December 2025
49.85p
Total dividend declared or paid / inception to December 2025
74.98p
NAV December 2025
Dear Shareholders,
On behalf of the Board, I am pleased to present RM Infrastructure Income plc's
("RMII" or "the Company") Report and Accounts for the year ended 31 December
2025 (the "Period").
This year marks the ninth year since the Company's Initial Public Offering
("IPO") on the London Stock Exchange in December 2016. Since December 2023,
the Company has been in managed wind-down and these results represent the
second full year of realisation of the portfolio and the return of capital to
Shareholders. I am pleased to report further timely progress has been made
during the Period on the managed wind-down.
As of 31 December 2025, the issued share capital of the Company consisted of
75,859,378 Ordinary Shares with voting rights (2024: 97,578,426 Ordinary
Shares), a reduction of circa 22.25% Year on Year, with 360,822 Ordinary
Shares held separately in Treasury.
After the implementation of the managed wind-down, approved in December 2023,
the initial tender was completed during September 2024 with circa £17.48
million of capital being returned to Shareholders via the purchase of circa
19.73 million shares (circa 16.8% of the Company's issued share capital at
time of tender) at the price of 88.59 pence per share. This price represented
a 21.86% premium to the pre-tender share price.
The second tender offer was announced and completed during the Period. This
second tender was for circa £17.41 million of capital or circa 21.62 million
shares at a tender price of 80.52 pence per share or 72.75 pence premium to
the pre-tender share price.
Taken together, these two tenders represent circa 35% of the shares
outstanding at the time of the Managed Wind-down announcement.
In addition, there were two material loan repayments in December 2025: loan
reference 88; the largest loan within the portfolio representing £15,142,631,
along with a loan to Voyage Care for £5,000,000. Thus, at year end the
Company was holding cash balances of circa £21.54 million. Of these cash
balances, £3 million has been ring-fenced to accelerate growth for a
portfolio company, Energie Fitness. This will be expanded upon within the
investment manager's report.
Post Period end, the Company has successfully completed its third tender
offer, returning £12,379,610 million of capital back to Shareholders, or
16,556,106 million shares (circa 21.9% of the Company's issued share capital
at time of tender). In aggregate with the other two preceding tender offers,
the Company has managed to return circa 50% of the issued share capital back
to shareholders, in line with the guidance provided at the start of the
managed wind-down.
The remainder of the cash balance will be retained to support any working
capital requirements of the Company.
The Company announced during the Period that it will change the dividend
payment frequency from quarterly to semi-annually. This is reflective of the
desire to minimize costs and that the overall amount available for dividend
distribution has shrunk materially as the portfolio has reduced in size.
The Net Asset Value ("NAV") Total Return during the Period has been -10.13%.
The share price % total return has been -11.67%.
At the Period end the NAV per Ordinary Share was 74.98 pence, the mid-price on
the share was 63.75 pence correspondingly the share price to NAV was a circa
14.98% discount.
The Investment Manager's report will go into further details on the portfolio,
however at year end the portfolio valuation totalled circa £33.9 million, of
which circa £22.8 million or circa 67% relate to the Company's three largest
exposures; Trianco, Energie Fitness and Beinbauer.
During the Period, what is now a total of three property backed loan exposures
valued at circa £11.1 million has seen significant work by the investment
manager to ready the underlying property assets for sale. Again, there will be
specific information on this progress within the Investment Managers report.
Outlook
A lot of groundwork has been done during the Period to facilitate property
sales during 2026 and 2027 that form the security to some of the remaining
loans. In addition, a lot of work is being undertaken to maximise value as
expediently as possible within the two businesses where RMII also has
substantial equity ownership and see the repayment of the loan exposures
relating to these holdings.
Norman Crighton
Chair
1 May 2026
Investment Manager's report
Overview
RM Funds ("RM" or the "Investment Manager") is pleased with the Company's
progress with regards to capital returns to Shareholders. Over the Period the
portfolio had £31,642,631 of repayments which enabled the second tender offer
to be undertaken. Given that there were two material loan repayments in
December 2025, the Company went into year end with material cash balances
which formed the basis for the third tender offer, actioned post Period-end in
Q1-2026.
Income Performance & NAV % Total Return
Share Price
The share price has declined with the Company's shares opening the Period at
73.50 pence and closing the Period at 63.75 pence, delivering a negative share
price total return of -11.67%. Share price discount to Net Asset Value during
the Period widened from -13.25% to -14.98%.
Income
Overall, revenue generation for the Period of £3.4 million was materially
lower than £7.6 million for 2024 which is reflective of the smaller invested
portfolio. Further, the remaining investment loans within the portfolio are
weighted towards Payment in Kind ("PIK"). As RM further progresses the Managed
Wind-down process and the portfolio is naturally reduced in size, inevitably,
the remaining loans will be biased towards workout loans which are
predominantly PIK Loans. It should be noted that, in line with RM's
conservative revenue recognition approach, the majority of the PIK revenue
over the Period has been written down within the Company's balance sheet. RM
will continue to adopt such approach when we feel there is a risk regarding
the timing and/or quantum recoverability of PIK income.
Investment Manager aligned with Shareholder interest
As part of the Managed Wind-down process, Shareholders approved in December
2023 an amendment to the Investment Management Agreement ("IMA"), such that
there is an incentive fee paid to the Investment Manager if Loans can be
realised during 2024 and 2025. Half of this incentive fee is retained by the
Company and used to buy Company shares if trading at a discount to Net Asset
Value. These shares and their proceeds are then released to the Investment
Manager upon the earlier of (1) termination of the IMA, and (2) notice of the
liquidation of the Company, subject to a schedule relating to a Reference NAV.
During the Period the Company purchased 91,227 shares at an average price of
72.38 pence per share. After the Period end, additional 180,560 shares were
purchased at a price of 62.75 pence, making the total of 541,382 shares now
held in treasury with regards to this incentive scheme.
Market environment
Government bond yields in the front end of the yield curve ended the period
lower as base rates were lowered by 100bps from 4.75% to 3.75%. Over this time
the 2-year government bond yield fell from 4.40% to 3.7%.
Credit spreads have been strong over the Period with the Markit iTraxx Europe
Crossover index opening at 310 and closing the Period materially tighter at
245. There was significant volatility during the first half in credit as the
days after the Liberation Day tariff announcement saw the Markit iTraxx Europe
Crossover index peak at around 430 before trending tighter.
Whilst these moves are supportive for borrowers or potential acquirers to get
financing, to date we have not seen this follow through in increased levels of
interest for the real estate assets to be marketed for sale within the
portfolio.
Portfolio Update
During the Period four loans that were of material size were repaid, totalling
circa £31.6 million of capital. These represented the first, fourth, fifth
and six largest holdings respectively within the portfolio at the start of the
year.
As at the Period end, the company was holding 18 individual investments
relating to 12 different exposures. These investments were marked at a
valuation of circa £33.9 million at Period end. As we review the portfolio,
we can split the outstanding investments into property backed loans and
corporate loans. Further Information on each segment is shown below:
Property backed loans
At Period end, five investments were secured against three properties. In
aggregate, these represent circa 31% of the loan portfolio by market value
with a weighted average mark of circa 0.69.
During the Period, a lot of work was undertaken on the remaining property
backed loans. Whilst overall the market is challenging for property
refinancing and sales, RM is actively engaged in recovering these outstanding
loans during 2026 and early into 2027.
Loans Ref 58 & 12
As at year end 2025, the Company had in aggregate circa £5.8 million (market
value) outstanding across investment loans #12 and #58 secured against 1st and
2nd liens over the underlying property. The property is a fully operational 77
beds student accommodation located in city centre of Glasgow (UK). Current
occupancy for academic year of 2025/26 stands at circa 80%, below previous
years where the property had attained near full occupancy. This deterioration
in occupancy is approximately in line with other peers in the UK student
sector. For the period ending September 2025, the Company adjusted the mark of
investment loan Ref #58 downwards to reflect a reduction in the recovery value
assessment of the secured property.
The borrower has been in a Company-led administration process since summer of
2024, and although the Company was hoping to exit this investment over the
course of 2025, a number of unforeseen events, namely, the requirement to
conduct in-depth external façade surveys and other fire safety assessment(s)
have led to delays in progressing with the marketing process. The Company is
now in possession of all required relevant reports, however, the
administration status of the borrower has prevented the property from
contracting into fixed-rate power prices which has resulted in inflated
utility costs, therefore deteriorating Net Operating Income "NOI".
Furthermore, properties that are being marketed via insolvency processes often
lead to discounted recovery values versus what would otherwise be achievable
under a consensual sale process. As such, the Company is in the process of
conducting a credit bid process whereby the Company will take ownership of the
property. This will enable utility costs to revert to their long-term trend,
thereby restoring NOI and avoiding an unnecessary discount sale price. At
present and subject to market conditions, RM Funds expect to be able to
commence an orderly sale process towards the end of H2-2026/H1-2027.
Loans Ref 99 & 66
As at year end 2025, the Company had in aggregate £3.36 million (market
value) across investment loans #99 and #66 secured against 1st and 2nd liens
over the underlying property. The property is a fully operational 60 beds
Travelodge hotel based in Morecombe (UK), let to Travelodge under a long-term
inflation-linked lease agreement. The sponsor has agreed to conduct an orderly
sale process where the Company is in control. 2025 has been focused on
commissioning all the required reports, mainly centred around extensive
external façade surveys and other fire risk assessment(s). Minor cladding
remedial works have been flagged which are currently being procured by
Travelodge with oversight from the Company and the sponsor and are expected to
be completed mid-2026. CBRE's (the appointed sale's agent) valuation
assessment is circa £4.3 million. In aggregate, investment loans #99 and #66
are marked at circa 80p of the nominal outstanding and circa 78p of CBRE's
valuation assessment implying a conservative mark to market valuation.
Assuming remedial works are conducted on time, the Company aims to progress
with the sale of the secured property over the course of H2-2026.
Loan Ref 68
Company-owned property (via Coventry Student Accommodation 1 Limited SPV) in
Coventry (UK) marked at a valuation of £1.9 million as at year end of 2025.
The property, a 79 beds student accommodation is currently circa 68% occupied
and managed by a 3rd party operator. 2025 was focused on concluding the
cladding remedial works which were extensive, for which the Company
successfully litigated against the former main contractor partly recovering
the remedial costs. Now that construction works have been addressed, the
Company's intention is to bring the property to market once we have a better
view on next academic year (2026/27) confirmed bookings, something we expect
over the course of summer 2026.
Corporate lending
This is the largest part of the portfolio and relates to circa 69% of the
market value of the portfolio at Period end. A majority of these investments
can be condensed to three exposures whose main trading names are listed below:
- Trianco; Loan references 62, 96, 63, 62a & 62b.
- Beinbauer; Loan reference 39.
- Energie Fitness; Loan references 76, 76.1 and 76a.
Loan Ref 39. Beinbauer
As at the year end 2025, the Company has circa £8.2 million (market value) of
outstanding capital secured on a junior ranking basis against the Beinbaeur
business, an auto parts manufacturer based in Germany. Following the repayment
in December 2025 of Investment Loan Ref 88, this PIK investment loan now
represents the largest exposure of the Company's portfolio and is marked at
circa £10 million to reflect the weaker trading environment seen over FY24
& FY25.
Although a challenging year for FY25, operational performance of the business
has been slightly ahead of budget which is pleasing, with Beinbaeur management
team being optimistic for FY26 and beyond. The Investment Manager remains
however cautious regarding the outlook, especially in consideration of the
tariff environment and wider geopolitical instability. RM's current
expectation is to maintain the conservative mark roughly in line with its
present position until we have better visibility regarding the value and
timing of the exit, noting that the Sponsor is running a sale process with a
handful of potential bidders performing high-level preliminary due diligence
as at Period-end. RM Funds continues to actively work with the borrower and
sponsor to achieve a timely successful repayment.
Loan Ref 76. Energie Fitness
The Company has two loans and one equity holding exposed to the Energie
Fitness group as listed below:
- Loan Ref 76. Secured loan marked at circa £5.9 million;
- Loan Ref 76.1. Shareholder loan note marked at nil;
- Equity Ref 76a. 43% equity ownership in Energie Fitness group, marked
at nil.
Over the reporting Period, good progress has been made by the new management
team on stabilising the business and working on initiatives that are expected
to deliver expedient EBITDA growth from the current levels.
After having consulted with RMII's largest Shareholders, RMII will provide
Energie Fitness up to £3 million of additional capital to pursue their
external growth aspirations by acquiring performing and cash accretive network
clubs. We believe this process will accelerate RMII's exit and enhance its
recovery value.
At present, RMII owns 43% of the ordinary equity (marked at nil). As part of
the above-mentioned injection of new capital, this is expected to materially
increase to a majority stake.
Loan Ref 62, 96, 63, 62a & 62b. Trianco
The Company has a total of three investment loans, one preference share and
one equity share ownership exposure to the Trianco business, as outlined
below:
- Loan Ref 62. Secured loan roughly marked at par;
- Loan Ref 63. Secured loan roughly marked at par;
- Loan Ref 96. Secured loan roughly marked at par;
- Loan Ref 62a. Preference Share marked at par.
- Equity Ref 62b. 61% equity ownership in Trianco, market at nil.
In aggregate, the Company has circa £8.8 million of outstanding capital
exposed to Trianco, marked at approximately par as at Period end. In addition,
as listed above, RMII owns 61% of the ordinary equity which remains marked at
nil for now.
The Trianco business has performed strongly over the reporting Period,
significantly exceeding budget which is pleasing to see. Although RM Funds and
the Trianco's management team remain bullish for the short to medium term
future, the latest UK budget announced by Rachel Reeves has seen the end of a
major revenue driver for Trianco, the Energy Company Obligation 4 ("ECO4"),
which is expected to end in April of 2026. Said ECO4 is forecasted to be
replaced by the Warm Homes initiative, however, further details in regard to
its deliverability remain to be announced. Although potentially short-term
regulatory headwinds post the budget announcement, we believe the Trianco
business commences FY26 with a robust position, both in terms of market
footprint and balance sheet position, and as such we remain optimistic
regarding the short to medium future of the Trianco business.
Outlook
Good progress has been made in reducing the invested capital from circa
£101.4 million to £55.5 million over the last 24 months since the managed
wind-down was favourably voted for by Shareholders in December 2023. In what
is a challenging environment for refinancings and otherwise corporate exits,
it is pleasing to have returned material amounts of capital to Shareholders.
Taking into account the two sizeable repayments at par in December 2025, RM
Funds have managed to return approximately 50% of shareholder's capital by
year end 2025 - the target guided to Shareholders at the start of the process.
A lot of work has been and continues to be undertaken on the remaining
investment loans with subject to market condition we expect to complete
successful exits by end of 2027.
RM Capital Markets Limited
1 May 2026
Investment policy, results and other information
Investment Objective and Investment Policy
Investment Objective
The Company aims to conduct an orderly realisation of the assets of the
Company, to be effected in a manner that seeks to achieve a balance between
returning cash to Shareholders promptly and maximising value.
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 as the Board may, in its
absolute discretion, determine. 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 may not make any new investments save for:
a) further secured debt instruments of UK SMEs and mid-market corporates
and/or individuals including any loan, promissory note, lease, bond, or
preference share ("Loans"), such debt instruments being to an existing
borrower which is expected to preserve the value of an existing Loan; or
b) extending the maturity or repayment date or any interest payment date if
that is in the best interests of the Company.
The Company will continue to comply with all the investment restrictions
imposed by the UK Listing Rules in order to maintain the Company's admission
to the Official List under the UK Listing Rules.
In the event of a breach of the investment guidelines and restrictions, the
Investment Manager shall inform the Board upon becoming aware of the same and
if the Board considers the breach to be material, notification will be made to
a Regulatory Information Service and the Investment Manager will look to
resolve the breach with the agreement of the Board.
The Company intends to conduct its affairs in order to qualify as an
investment trust for the purposes of section 1158 of the CTA 2010, and its
investment activities will therefore be subject to the restrictions set out
above.
Borrowing and gearing
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 will not exceed 20 per cent.
of Net Asset Value calculated at the time of drawdown.
Hedging and derivatives
The Company may invest in derivatives for efficient portfolio management
purposes. In particular the Company can engage in interest rate hedging.
In accordance with the requirements of the FCA, any material change to the
Company's investment policy will require the approval of Shareholders by way
of an ordinary resolution at a general meeting.
Dividend Policy
Since the commencement of the managed wind-down process, the Company will pay
dividends only as required to maintain its investment trust status. As the
Company's portfolio reduces in size its fixed costs will become a greater
proportion of its expenditure.
The Company intends to maintain its investment trust status and listing during
this managed realisation process prior to the Company's eventual liquidation.
Maintaining the listing would allow Shareholders to continue to trade Shares
during the managed wind-down of the Company.
Results and dividend
The Company's revenue return after tax for the year ended 31 December 2025
amounted to £1,696,000 (2024: £5,447,000). The Company made a capital loss
after tax of £8,802,000 (2024: capital loss after tax of £2,148,000).
Therefore, the total return after tax for the Company was a net loss
£7,106,000 (2024: £3,299,000).
On 29 May 2025, following a thorough review, the Board resolved to amend its
dividend payment frequency from a quarterly to a semi-annual basis, as part of
its cost-saving initiative in conjunction with its managed wind-down process,
and associated returns of capital to shareholders via proposed tender offers.
The interim dividend of 0.625 pence per Ordinary Share was declared on 1
September 2025 in respect of the period from 1 January 2025 to 30 June 2025.
Key performance indicators ("KPIs")
During the year under review, the Board measured the Company's success in
attaining its investment objective that was in place for the year by reference
to the following KPIs:
1. Dividends
Following the shareholder vote to approve a Managed Wind-Down of the Company,
it is the Board's intention to continue paying dividends covered by earnings
and taking into account the Company's liquidity position, in order to maintain
the Company's investment trust status.
2. Total return
The Company's total return is monitored by the Board. The Ordinary Shares
generated a NAV total return of -10.13% (2024: +2.62%) in the year ended 31
December 2025.
3. Discount/premium to NAV
The discount/premium relative to the NAV per share represented by the share
price is closely monitored by the Board. The Ordinary Share price closed at a
14.98% discount (2024: 13.25% discount) to the NAV as at 31 December 2025. The
Company bought back 91,227 shares pursuant to the Investment Management
Agreement whereby the shares will be held in treasury until the earlier of (1)
notice of the liquidation of the Company, and (2) termination of the Company's
relationship with the Investment Manager, and, together with cash amounts held
in escrow will vest to the Investment Manager, subject to the amount of
aggregated net proceeds distributed to Shareholders in connection with the
Company's managed wind-down.
As a part of this managed wind-down and revised Investment Management
Agreement, the Board deemed that a Tender Offer would be the best method of
returning capital to the shareholders. On 29 May 2025, the Tender Offer was
approved by the shareholders, wherein the Company purchased a total of
21,627,821 ordinary shares at a tender price of 80.52 pence per share
(equivalent to the Company's prevailing NAV as of 31 May 2025).
4. Control of the level of ongoing charges
The Board monitors the Company's operating costs. Based on the Company's
average net assets for the year ended 31 December 2025, the Company's ongoing
charges figure calculated in accordance with the AIC methodology was 1.96%
(2024: 1.79%).
Since the Company's investment objective changed on 20 December 2023, the
Board measured the Company's success of the managed wind-down process through
its regular engagement with the Investment Manager and at its quarterly Board
meetings.
Risks and risk management
Principal and emerging risks and uncertainties
The Board is responsible for the management of risks faced by the Company and
delegates this role to the Audit and Management Engagement Committee (the
"Committee"). The Committee periodically carries out a robust assessment of
principal and emerging risks and uncertainties and monitors the risks on an
ongoing basis. The Committee considers both the impact and the probability of
each risk occurring and ensures appropriate controls are in place to reduce
risk to an acceptable level. The experience and knowledge of the Board is
invaluable to these discussions, as is advice received from the Board's
service providers, specifically the AIFM who is responsible for the risk and
portfolio management services and outsources the portfolio management to the
Investment Manager. The Committee has a dynamic risk matrix in place to help
identify key risks in the business and oversee the effectiveness of internal
controls and processes.
During the year under review, the Committee continued to monitor geopolitical
risks as well as risks associated with an orderly managed wind-down. The
Committee continues to review the processes in place to mitigate risk and
ensure that these are appropriate and proportionate in the current market
environment.
The principal and emerging risks, together with a summary of the processes and
internal controls used to manage and mitigate risks where possible are
outlined in the following paragraphs.
(i) Market risks
Inability of the Company's Investment Manager to realise the Company's assets
in accordance with the Company's managed wind-down
The Investment Manager may struggle to meet its obligation to realise the
Company's assets in accordance with the Company's investment policy.
Market sectors
Loans are made to borrowers that operate in different market sectors each of
which will have risks that are specific to that particular market sector.
Idiosyncratic risks coupled with a downward turning market may increase
refinancing risk with actions leading to a loss in value and recoverability in
junior and mezzanine positions.
Valuation
The Company's approach regarding the valuation of its investments remains
unchanged albeit the methodology to reach said valuation has become more
substantive. Fair value write downs continue to be driven by market risk and
idiosyncratic risk, with idiosyncratic risk relating to loan specific
information which is reflected within specific loan pricing.
Management of risks
The Company has appointed an experienced Investment Manager who directly
sourced loans and advise on the management thereof. The Company has a
portfolio of a wide range of loan types and sectors and therefore benefits
from diversification.
Investment restrictions are primarily applicable as at the time of investment.
Now that the Company is in managed wind-down these are relatively flexible,
giving the Investment Manager the ability to take advantage of exit
opportunities as they arise.
The Investment Manager, AIFM, Brokers and the Board review market conditions
on an ongoing basis.
(ii) Risks associated with meeting the Company's investment objective or
target dividend yield
The Company's investment objective is to conduct an orderly realisation of the
assets of the Company, to be effected in a manner that seeks to achieve a
balance between returning cash to Shareholders promptly and maximising value.
The declaration, payment and amount of any future dividends by the Company
will be subject to the discretion of the Directors and will depend upon,
amongst other things, the Company successfully pursuing the investment policy
and the Company's earnings, financial position, cash requirements, level and
rate of borrowings and availability of profit, as well as the provisions of
relevant laws or generally accepted accounting principles from time to time.
Management of risks
The Investment Manager has a clearly defined investment policy and process
which is regularly and rigorously reviewed by the independent Board of
Directors and performance is reviewed at quarterly Board meetings. The
Investment Manager is experienced and has employed its expertise in making
investments in a diversified portfolio of loans.
(iii) Financial risks
The Company's investment activities expose it to a variety of financial risks
which include liquidity, currency, leverage, interest rate and credit risks.
Further details on financial risks and the management of those risks can be
found in note 15 to the financial statements.
(iv) Corporate governance and internal control risks
The Company has no employees, and the Directors have all been appointed on a
non-executive basis. The Company must therefore rely upon the performance of
third-party service providers to perform its executive functions. In
particular, the AIFM, the Investment Manager, the administrator, the Company
Secretary and the Registrar, will perform services that are integral to the
Company's operations and financial performance.
Poor performance of the above service providers could lead to various
consequences including the loss of the Company's assets, inadequate returns to
Shareholders and loss of investment trust status. Cyber security risks could
lead to breaches of confidentiality, loss of data records and inability to
make investment decisions.
Management of risks
Each of the above contracts was entered into after full and proper
consideration of the quality and cost of services offered, including the
financial control systems in operation in so far as they relate to the affairs
of the Company. All of the above services are subject to ongoing oversight of
the Board and the performance of the principal service providers is reviewed
on a regular basis. The Company's key service providers report periodically to
the Board on their procedures to mitigate the risks associated with their
output to the Company.
(v) Regulatory risks
The Company and its operations are subject to laws and regulations enacted by
national and local governments and government policy. Compliance with, and
monitoring of, applicable laws and regulations may be difficult,
time-consuming and costly. Any change in the laws, regulations and/or
government policy affecting the Company or any changes to current accountancy
regulations and practice in the UK may have a material adverse effect on the
ability of the Company to successfully pursue its investment policy and meet
its investment objective and/or on the value of the Company and the shares. In
such event, the performance of the Company, the NAV, the Company's earnings
and returns to Shareholders may be materially adversely affected.
Management of risks
The Company has contracted out relevant services to appropriately qualified
professionals. The Secretary and AIFM report on compliance matters to the
Board on a quarterly basis and the Board has access to the advice of its
Corporate Broker on a continuing basis. The assessment of regulatory risks
forms part of the Board's risk assessment program.
Emerging risks
The Board also has robust processes in place to identify and evaluate emerging
risks.
(vi) Business interruption
Failure in services provided by key service providers, meaning information is
not processed correctly or in a timely manner, resulting in regulatory
investigation or financial loss, failure of trade settlement, or potential
loss of investment trust status.
Failure to identify emerging risks may cause reactive actions rather than
being proactive and the Company could be forced to change its structure,
objective or strategy and, in worst case, could cause the Company to become
unviable or otherwise fail.
Management of risks
Each service provider has business continuity policies and procedures in place
to ensure that they are able to meet the Company's needs and all breaches of
any nature are reported to the Board.
The following is a description of the Company's service providers who assist
in identifying the Company's emerging risks to the Board.
1. Investment Manager: the Investment Manager provides a report to the Board
at least quarterly on industry trends, insight to future challenges in the
sector, including the regulatory, political and economic changes that are
likely to impact the Company. The Chair also has contact with the Investment
Manager on a regular basis to discuss any pertinent issues;
2. Alternative Investment Fund Manager: the AIFM maintains a register of
identified risks including emerging risks likely to impact the Company, which
is updated as required, following discussions with the Investment Manager and
other service providers. The risks are documented on a risk register and
classified in the following categories: Counterparty Risks; Leverage and
Borrowing Risks; Liquidity Risks; Market Risks; Operational Risks; Corporate
Governance Risks; Compliance Risks and Other Risks;
3. Broker: provides advice periodically, specific to the Company on the
Company's sector, competitors and the investment Company market whilst working
with the Board and Investment Manager to communicate with Shareholders;
4. Company Secretary: briefs the Board on forthcoming legislation and
regulatory changes that might impact the Company. The Secretary also liaises
with the Company's Legal Adviser, Auditors including other regulatory bodies
to ensure that industry and regulatory updates are brought to the Board's
attention.
The Board regularly reviews the Company's risk matrix, focusing on risk
mitigation and ensuring that the appropriate controls are in place. Regular
review ensures that the Company operates in line with the risk matrix,
prospectus and investment strategy. Emerging risks are actively discussed
throughout the year to ensure that risks are identified and managed so far as
practicable. The experience and knowledge of the Board is invaluable to these
discussions, as is advice received from the Board's service providers.
All key service providers produce annual internal control reports for review
by the Audit and Management Engagement Committee. These reviews include
consideration of their business continuity plans and the associated cyber
security risks. Service providers report on cyber risk mitigation and
management at least annually, which includes confirmation of business
continuity capability in the event of a cyberattack. Penetration testing is
carried out by the Investment Manager and key service providers at least
annually. Details of the Directors' assessment of the going concern status of
the Company can be found in the annual report. The Investment Manager complies
with all sanctioning regimes and presently views Russia as uninvestable.
(vii) ESG and Climate Change
The impact of climate change has come increasingly into focus and is
considered an emerging risk by both the Board and its Investment Manager.
While the Company itself faces limited direct risk from the impact of climate
change, the Company's underlying holdings selected by the Investment Manager
are impacted. While efforts to mitigate climate change continue, the physical
impacts are already emerging in the form of changing weather patterns. Extreme
weather events can result in flooding, drought, fires, storm damage,
potentially impairing the operations of a portfolio Company at a certain
location or impacting locations of companies within their supply chain.
Significant changes in climate, or the Government measures to combat it, could
present a material risk to the Company. There is also potential reputational
damage from non-compliance with regulations or incorrect disclosures.
Management of risks
The Company incorporates ESG considerations into its investment process and
more details can be found in the Annual Report. The Investment Manager also
uses its position to engage with and influence companies towards taking
positive steps to contribute to ESG and against climate change. The Company's
ESG Policy, which is updated annually, is also published on the Company's
website. The Board has considered the impact of climate change on the
financial statements as documented in the Notes to the financial statements.
RM Funds is a signatory to the Principles of Responsible Investment Initiative
("PRI") and reports annually according to the PRI reporting framework.
Viability statement
The Directors have assessed the future prospects of the Company over a period
longer than the 12 months required by the going concern provision. On 20
December 2023, Shareholders unanimously approved a change in investment
objective and policy allowing the Company to undergo an orderly realisation of
assets, returning capital to Shareholders. The Company is therefore preparing
its financial statements on a basis other than going concern due to the
Company being in a managed wind-down.
The Investment Manager has considered the expected maturity profile of the
Company's Loans and believes liquidation of the Company will occur in 2027.
The Investment Manager believes that the maturity profile of the run-off
portfolio could be reduced with proactive management. In making their
assessment the Directors have considered the Company's status as an investment
entity, its investment objectives, the principal and emerging risks it faces,
its current position and the time period over which its assets are likely to
be realised and agreed that the period ending 31 December 2027 is appropriate.
The Directors have also considered the impact on the conflict in Middle-east,
Palestine, ongoing Russia/Ukraine conflict, tariffs and the possibility of a
trade war. However, the Company's portfolio has no direct exposure to such
regions and the Company's business model remains sound.
In their assessment of the prospects of the Company, the Directors have
considered each of the principal risks and uncertainties set out above and the
liquidity and solvency of the Company. The Directors have considered the
Company's income and expenditure projections and believe that they meet the
Company's funding requirements.
Portfolio activity and market developments are discussed at each quarterly
Board meeting. The internal control framework of the Company is subject to a
formal review on a regular basis.
The Company's income from investments provides substantial cover to the
Company's operating expenses and any other costs likely to be faced by the
Company over the Period of their assessment.
The Chair's Statement and Investment Manager's Report present the positive
long-term investment case for secured debt instruments which also underpins
the Company's viability for the Period.
Based on this assessment, the Board has a reasonable expectation that the
Company will be able to continue in operation and meet its liabilities as they
fall due in the Period.
Directors' responsibility statement
The Directors are responsible for preparing the annual report and the
financial statements in accordance with applicable United Kingdom law and
regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors have elected to prepare the
Company financial statements in accordance with UK-adopted international
accounting standards.
Under Company law 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.
In preparing these financial statements the Directors are required to:
- select suitable accounting policies in accordance with IAS 8 Accounting
Policies, Changes in Accounting Estimates and Errors and then apply them
consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- present information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable information;
- provide additional disclosures when compliance with the specific
requirements of UK-adopted international accounting standards is insufficient
to enable users to understand the impact of particular transactions, other
events and conditions on the financial position and financial performance;
- in respect of the financial statements, state whether UK-adopted
international accounting standards, have been followed, subject to any
material departures disclosed and explained in the financial statements; and
- prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business.
For the reasons stated in the Directors'/Strategic Report and note 2, the
financial statements have not been prepared on a going concern basis.
The Directors are 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
enable them to ensure that the financial statements comply with the Companies'
Act 2006.
The Directors are also responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for
preparing a strategic report, Directors' report, Directors' remuneration
report and corporate governance statement that comply with that law and those
regulations. The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the Company's website.
Directors' confirmations
Each of the directors, whose names and functions listed in the Corporate
Governance statement confirm that, to the best of their knowledge:
(a) the financial statements, prepared in accordance with applicable
accounting standards, give a true and fair view of the assets, liabilities,
financial position and profit of the Company; and
(b) this Annual Report and Accounts, including the strategic report, includes
a fair review of the development and performance of the business and position
of the Company, together with a description of the principal risks and
uncertainties that it faces.
The Directors consider that the financial statements are fair, balanced and
understandable and provide the information necessary for Shareholders to
assess the Company's performance, business model and strategy.
For and on behalf of the Board
Norman Crighton
Chair
1 May 2026
Statement of comprehensive income
For the year ended 31 December 2025
Year ended 31 December 2025 Year ended 31 December 2024
Notes Revenue Capital Total Revenue Capital Total
£'000
£'000
£'000
£'000
£'000
£'000
Losses on investments 3 - (8,778) (8,778) - (2,972) (2,972)
Income 4 3,417 245 3,662 7,642 824 8,466
Investment management and Incentive Fees 5 (776) - (776) (1,057) - (1,057)
Other expenses 6 (945) (269) (1,214) (1,138) - (1,138)
----------- ----------- ----------- ----------- ----------- -----------
Return before finance costs and taxation 1,696 (8,802) (7,106) 5,447 (2,148) 3,299
Finance costs - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Return on ordinary activities before taxation 1,696 (8, 802) (7,106) 5,447 (2,148) 3,299
Taxation 7 - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Return on ordinary activities after taxation 1,696 (8, 802) (7,106) 5,447 (2,148) 3,299
====== ====== ====== ====== ====== ======
Return per ordinary share (pence) 11 1.97p (10.21p) (8.24p) 4.84p (1.91p) 2.93p
====== ====== ====== ====== ====== ======
The total column of this statement is the profit and loss account of the
Company. The supplementary revenue and capital columns are prepared under
guidance issued by the Association of Investment Companies (AIC).
A Statement of Comprehensive Income is not required as the Company does not
have any other comprehensive income and the net return on ordinary activities
after taxation is both the profit/(loss) and total comprehensive income for
the year.
The notes form an integral part of these financial statements.
Statement of financial position
Notes As at As at
31 December 2025
31 December 2024
£'000
£.000
Fixed assets
Investments at fair value through profit or loss 3 33,937 70,098
Current assets
Cash and cash equivalents 21,553 8,572
Receivables 8 2,973 5,500
-------------- --------------
24,526 14,072
Payables: amounts falling due within one year
Payables 9 (1,584) (1,489)
Net current assets 22,942 12,583
-------------- --------------
Total assets less current liabilities 56,879 82,681
-------------- --------------
Net assets 56,879 82,681
======= =======
Capital and reserves: equity
Share capital 10 762 978
Capital redemption reserve 413 197
Special reserve 79,337 96,950
Capital reserve (25,179) (16,377)
Revenue reserve 1,546 933
-------------- --------------
Total shareholders' funds 56,879 82,681
======= =======
NAV per share - Ordinary Shares (pence) 12 74.98p 84.73p
======= =======
The financial statements of the Company were approved and authorised for issue
by the Board of Directors on 1 May 2026 and signed on their behalf by:
Norman Crighton
Chair
RM Infrastructure Income plc incorporated in England and Wales with registered
number 10449530.
The notes form an integral part of these financial statements.
Statement of changes in equity
For the year ended 31 December 2025
Notes Share Share Capital redemption reserve Special Capital Revenue Total
capital
premium
£'000
reserve
reserve
reserves
£'000
£'000
£'000
£'000
£'000
£'000
Balance as at beginning of the year 978 - 197 96,950 (16,377) 933 82,681
Return on ordinary activities after taxation - - - - (8,802) 1,696 (7,106)
Buy back of shares 5 - - - (66) - - (66)
Return of capital 10 (216) - 216 (17,458) - - (17,458)
Buy back of shares and return of capital costs - - - (89) - - (89)
Share premium cancellation - - - - - - -
Dividends paid 13 - - - - - (1,083) (1,083)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Balance as at 31 December 2025 762 - 413 79,337 (25,179) 1,546 56,879
====== ====== ====== ====== ====== ====== ======
For the year ended 31 December 2024
Notes Share Share Capital Special Capital Revenue Total
capital
premium
Redemption
reserve
reserve
reserves
£'000
£'000
£'000
reserve
£'000
£'000
£'000
£'000
Balance as at beginning of the year 1,175 70,168 - 44,597 (14,229) 2,805 104,516
Return on ordinary activities after taxation - - - - (2,148) 5,447 3,299
Buy back of shares 5 - - - (197) - - (197)
Return of capital 10 (197) - 197 (17,486) - - (17,486)
Buy back of shares and return of capital costs - - - (132) - - (132)
Share premium cancellation - (70,168) - 70,168 - - -
Dividends paid 13 - - - - - (7,319) (7,319)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Balance as at 31 December 2024 978 - 197 96,950 (16,377) 933 82,681
====== ====== ====== ====== ====== ====== ======
Distributable reserves as at 31 December 2025 amounted to £70,497,000 (31
December 2024: £97,883,000) which comprise the revenue reserve; capital
reserve attributable to realised profits; and the special reserve. The capital
reserves attributable to realised profit for the 31 December 2025 and 2024
year ends are in a net loss position.
Share capital represents the nominal value of shares that have been issued.
The share premium includes any premiums received on the issue of share
capital. Any transaction costs associated with the issuing of shares are
deducted from share premium.
The notes form an integral part of these financial statements.
Statement of cash flows
For the year ended 31 December 2025
Notes Year ended Year ended
31 December 2025
31 December 2024
£'000
£'000
Operating activities
Return before finance costs and taxation* (7,106) 3,299
Adjustments for movements not generating an operating cash flow:
Adjustment for losses on investments 5,577 1,047
PIK adjustments to the operating cash flow (3,060) (1,505)
Adjustments for working capital movements:
Decrease in receivables 1,143 2,469
Increase/(decrease) in payables 95 (3,687)
------------- -------------
Net cash flow (used in)/from operating activities (3,351) 1,623
Investing activities
Private loan repayments/bonds sales proceeds 40,062 25,416
Private loans issued/bonds purchases (5,034) (1,124)
------------- -------------
Net cash flow from investing activities 35,028 24,292
======= =======
Financing activities
Return of capital (17,458) (17,486)
Buy back of shares 10 (66) (197)
Buy back of shares and return of capital costs (89) (132)
Dividends paid 13 (1,083) (7,319)
Net cash flow used in financing activities (18,696) (25,134)
Increase in cash 12,981 781
Opening balance at beginning of the year 8,572 7,791
------------- -------------
Balance as at the year end 21,553 8,572
======= =======
* Cash inflow from interest on investment holdings was £2,393,000 (2024:
£5,326,000).
The notes form an integral part of these financial statements.
Notes to the financial statements
1. General information
RM Infrastructure Income plc (the "Company") was incorporated in England and
Wales on 27 October 2016 with registered number 10449530, as a closed-ended
investment Company. The Company commenced its operations on 15 December 2016.
The Company intends to carry on business as an investment trust within the
meaning of Chapter 4 of Part 24 of the Corporation Tax Act 2010.
The Company aims to conduct an orderly realisation of the assets of the
Company, to be effected in a manner that seeks to achieve a balance between
returning cash to Shareholders promptly and maximising value. Please refer to
Note 2(c) for details relating to the managed wind-down process.
The registered office is 4th Floor, 140 Aldersgate Street, London, United
Kingdom, EC1A 4HY.
2. Accounting policies
The principal accounting policies followed by the Company are set out below:
(a) Basis of accounting
The financial statements have been prepared in accordance with UK-adopted
international accounting standards ("IAS"). When presentational guidance set
out in the Statement of Recommended Practice ('SORP') for Investment Companies
issued by the Association of Investment Companies ('the AIC') in July 2022 is
consistent with the requirements of UK adopted International Accounting
Standards, the Directors have sought to prepare the financial statements on a
basis compliant with the recommendations of the SORP. The financial statements
have been
prepared on a realisation basis, except for investments measured at
recoverable value (being fair value less cost to sell).
In preparing these financial statements the directors have considered the
impact of climate change as a risk as set out in the annual report and have
concluded that there was no further impact of climate change to be taken into
account. In line with IAS, investments are initially valued at fair value and
climate change risk is taken into consideration in the valuation of the
investments we hold.
The Board has determined by having regard to the currency of the Company's
share capital and the predominant currency in which the Company operates, that
sterling is the functional and presentational currency.
In accordance with the SORP, the Statement of Comprehensive Income has been
analysed between a revenue return (dealing with items of a revenue nature) and
a capital return (relating to items of a capital nature). Revenue returns
include, but are not limited to, investment-related income, operating
expenses, income related finance costs and taxation (insofar as they are not
allocated to capital). Net revenue returns are allocated via the revenue
return to the Revenue reserve.
Capital returns include, but are not limited to, profits and losses on the
disposal and the valuation of non-current investments, derivative instruments,
cash (including effect on foreign currency translation), operating costs and
finance costs (insofar as they are not allocated to revenue). Net capital
returns are allocated via the capital return to Capital reserves.
Dividends on Ordinary Shares may be paid out of Revenue reserve, Capital
reserve and Special reserve.
(b) Adoption of new IFRS standards
New standards, interpretations and amendments adopted from 1 January 2025
A number of new standards, amendments to standards and interpretations are
effective for the annual periods beginning after 1 January 2025. None of these
are expected to have a significant effect on the measurement of the amounts
recognised in the financial statements of the Company.
New standards and amendments issued but not yet effective
The relevant new and amended standards and interpretations that are issued,
but not yet effective, up to the date of issuance of the Company's financial
statements are disclosed below.
Amendments to the Classification and Measurement of Financial Instruments -
Amendments to IFRS 9 and IFRS 7 (effective for annual periods beginning on or
after 1 January 2026)
On 30 May 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7 to
respond to recent questions arising in practice, and to include new
requirements not only for financial institutions but also for corporate
entities.
The Company does not expect these amendments to have a material impact on its
operations or financial statements.
IFRS 18 Presentation and Disclosure in Financial Statements (effective for
annual periods beginning on or after 1 January 2027)
IFRS 18 will replace IAS 1 Presentation of financial statements, introducing
new requirements that will help to achieve comparability of the financial
performance of similar entities and provide more relevant information and
transparency to users. Even though IFRS 18 will not impact the recognition or
measurement of items in the financial statements, its impacts on presentation
and disclosure are expected to be pervasive, in particular those related to
the statement of comprehensive income and providing management-defined
performance measures within the financial statements. Management is currently
assessing the detailed implications of applying the new standard on the
Company's financial statements.
The Company will apply the new standard from its mandatory effective date of 1
January 2027. Retrospective application is required, and so the comparative
information for the financial year ending 31 December 2026 will be restated in
accordance with IFRS 18.
(c) Going concern
The Directors, as at the date of this report, are required to consider whether
they have a reasonable expectation that the Company has adequate resources to
continue in operational existence for the foreseeable future. Following the
General Meeting held on 20 December 2023 at which shareholders unanimously
voted in favour of a change in the Company's Objective and Investment Policy
in order to facilitate a managed wind-down, the process for an orderly
realisation of the Company's assets and a return of capital to shareholders
has begun. The Company is therefore preparing its financial statements on a
basis other than going concern due to the Company being in a managed
wind-down.
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.
Whilst the Directors are satisfied that the Company has adequate resources to
continue in operation throughout the winding down period and to meet all
liabilities as they fall due, given the Company is now in a managed wind-down
the Directors considered it appropriate to adopt a basis other than a going
concern in preparing the financial statements. No material adjustments to
accounting policies or the valuation basis have arisen as a result of ceasing
to apply the going concern basis. All of the balance sheet items have been
recognised on a recoverable basis, which is not materially different from the
carrying amount. The Directors have also made appropriate provisions in order
to bring about the orderly wind-down of the Company and its operations.
(d) Assessment as an Investment Entity
The Company meets the definition of an investment entity on the basis of the
following criteria:
1. the Company obtains funds from multiple investors for the purpose of
providing those investors with investment management services;
2. the Company commits to its investors that its business purpose is to
invest funds solely for returns from capital appreciation, investment income,
or both; and
3. the Company measures and evaluates the performance of substantially all
of its investments on a fair value basis.
To determine that the Company meets the definition of an investment entity,
further consideration is given to the characteristics of an investment entity,
which are that:
- it should have more than one investment, to diversify the risk
portfolio and maximise returns;
- it should have multiple investors, who pool their funds to maximise
investment opportunities;
- it should have investors that are not related parties of the entity;
and
- it should have ownership interests in the form of equity or similar
interests.
The Directors are of the opinion that the Company meets the essential criteria
and typical characteristics of an Investment Entity.
(e) Investments
Investments consist of private loans and bonds, which are classified as fair
value through profit or loss as they are included in the Company's financial
assets that are managed and their performance evaluated on a fair value basis.
They are initially and subsequently measured at fair value and gains and
losses are attributed to the capital column of the Statement of Comprehensive
Income. Investments are recognised on the date that the Company becomes a
party to the contractual provisions of the instrument and are derecognised
when their term expires, or on the date they are sold, repaid or transferred.
Unquoted investments are valued at fair value by the Board which is
established with regard to the International Private Equity and Venture
Capital Valuation Guidelines (IPEV) by using, where appropriate, latest
dealing prices, valuations from reliable sources and other relevant factors.
Due to the Company's wind-down status, investments have been recognised at
recoverable value, which has been determined as fair value less cost to
realise. The difference between the investments' fair value and recoverable
value was not material.
(f) Foreign currency
Transactions denominated in foreign currencies are translated into sterling at
actual exchange rates as at the date of the transaction. Monetary assets and
liabilities and non-monetary assets held at fair value denominated in foreign
currencies are translated into sterling using London closing foreign exchange
rates at the year end. Any gain or loss arising from a change in exchange
rates is included as an exchange gain or loss to capital or revenue in the
Statement of Comprehensive Income as appropriate. Foreign exchange movements
on investments are included in the Statement of Comprehensive Income within
gains and losses on investments. The financial statements are presented in
pounds sterling, which is the Company's functional and presentation currency.
(g) Income
Fair value movements attributable to PIK interest and Cash Interest on the
investment portfolio are recorded under Income in the Statement of
Comprehensive Income.
All other income including deposit interest is accounted for on an accruals
basis and early settlement fees received are recognised upon the early
repayment of the loan.
Arrangement fees earned on private loan investments are recognised as an
income over the term of the private loans.
(h) Cash and cash equivalents
Cash and cash equivalents include deposits held at call with banks and other
short-term deposits with original maturities of three months or less.
(i) Capital redemption, Capital and Special reserves
Capital redemption reserve
The nominal value of ordinary share capital cancelled is transferred to the
Capital redemption reserve, on a trade date basis. The nominal value of shares
repurchased into treasury are transferred to the Capital redemption reserve
when the shares are cancelled.
Capital reserve
Realised and unrealised gains and losses on the Company's investments are
recognised in the capital column of the Statement of Comprehensive Income and
allocated to the capital reserve.
Special reserve
Pursuant to the Company's managed wind-down and the Board's decision that
Tender Offer would be the best method of returning capital to Shareholders,
the Board proposed cancelling its entire share premium account of
£70,168,944. Following the court's approval on 12 July 2024, the share
premium account was cancelled and the entire balance was transferred to
special reserve to increase distributable reserves for cash returns to
Shareholders.
(j) Expenses
All expenses are accounted for on an accruals basis.
Management fees and finance costs
The Company is expecting to derive its returns predominantly from interest
income. Therefore, the Board has adopted a policy of allocating all management
fees and finance costs to the revenue column of the Statement of Comprehensive
Income.
Other expenses are recognised in the revenue column of the Statement of
Comprehensive Income, unless they are incurred in order to enhance or maintain
capital profits.
(k) Taxation
The charge for taxation is based upon the net revenue for the year. The tax
charge is allocated to the revenue and capital columns of the Statement of
Comprehensive Income according to the marginal basis whereby revenue expenses
are first matched against taxable income arising in the revenue account.
Deferred taxation will be recognised as an asset or a liability if
transactions have occurred at the initial reporting date that give rise to an
obligation to pay more taxation in the future, or a right to pay less taxation
in the future. An asset will not be recognised to the extent that the transfer
of economic benefit is uncertain.
(l) Financial liabilities
Bank loan facility and overdrafts are initially recorded as the proceeds
received net of direct issue costs and subsequently measured at amortised cost
using the effective interest rate. The associated costs of the bank loan
facility are amortised over the period of the bank loan facility.
(m) Dividends
Interim dividends to the holders of shares are recorded in the Statement of
Changes in Equity on the date that they are paid. Final dividends are recorded
in the Statement of Changes in Equity when they are approved by Shareholders,
however the Company currently declares interimdividends as opposed to final
dividends.
(n) Judgements, estimates and assumptions
The preparation of financial statements requires the directors to make
estimates and assumptions that affect the application of accounting policies
and the reported amounts of assets, liabilities, income and expenses. Although
these estimates are based on management's best knowledge of current facts,
circumstances and, to some extent, future events and actions, the Company's
actual results may ultimately differ from those estimates, possibly
significantly.
The Company recognises loan investments at fair value through profit or loss
and disclosed in note 3 to the financial statements. The significant
assumptions made at the point of valuation of loans are the discounted cash
flow analysis and/or benchmarked discount/interest rates, which are deemed
appropriate to reflect the risk of the underlying loan. These assumptions are
monitored to ensure their ongoing appropriateness. The sensitivity impact on
the measurement of fair value of loan investments due to price is discussed in
note 15.
Where an Investment Company is approaching a wind-up and a provision for
liquidation expenses has been made, the Board needs to consider why those
expenses have been/are going to be incurred and whether the circumstances meet
the maintenance or enhancement test for allocating them to capital. It may
also be the case that certain of the costs should be treated as being related
to the disposal of the Investment Company's assets. Certain expenses, such as
brokerage fees and stamp duty, are incurred as part of the process of buying
and selling Investments and, for Investment Companies, it is considered that
such expenses are capital in nature.
The liquidation expenses provided for in the accounts are in relation to the
disposal of the Company's assets and the ultimate costs of returning the
shareholders capital. Thus, these have been included within the Capital
section of the Statement of Comprehensive Income.
3. Investments at fair value through profit or loss
(a) Summary of valuation Year ended Year ended
31 December 2025
31 December 2024
£'000
£'000
Financial assets held:
Equity investments 1,719 1,719
Bond investments - 4,772
Private loan investments 32,259 63,308
Forward currency contracts (41) 299
----------- -----------
33,937 70,098
====== ======
(b) Movements Year ended Year ended
31 December 2025
31 December 2024
£'000
£'000
Opening valuation 70,098 93,932
Opening losses on investments 10,600 9,553
Book cost at the beginning of the year 80,698 103,485
Private loans issued/bonds purchases 5,034 1,124
Forward currency contracts (41) 299
Payment in kind interest (PIK) 3,060 1,505
Sales:
- Private loans repayments/bonds sales proceeds (36,655) (23,688)
- Losses on investment (3,366) (2,027)
Unrealised losses on investments holdings at the year end (14,793) (10,600)
Closing valuation at year end 33,937 70,098
Book cost at end of the year 48,730 80,698
Unrealised losses on investment holdings at the year end (14,793) (10,600)
----------- -----------
Closing valuation at year end 33,937 70,098
====== ======
The Company received £40.0 million (2024: £25.7 million) from investments
sold in the year. The book cost of these investments when they were purchased
was £36.7 million (2024: £23.7 million). These investments have been
revalued over time and until they were sold. Any unrealised gains/losses were
included in the fair value of the investments. The Company's investments are
UK-based with the exception of Beinbauer which is based in Germany. The fair
value of the investment in Beinbauer amounted to £8.2 million (2024: £8.4
million).
(c) Losses on investments Year ended Year ended
31 December 2025
31 December 2024
£'000
£'000
Realised losses on investments (3,366) (2,027)
Unrealised losses on investments held (5,577) (1,047)
Foreign exchange gains 165 102
----------- -----------
Total losses on investments (8,778) (2,972)
====== ======
At the year end, the Company had the following unquoted equity investments.
- Esprit Holdco Limited (Energie Fitness/Empowered Brands). The Company
participated in a management buyout during 2020 and owns 43% of the business,
the registered office and principal of business of Energie Fitness is 1
Pitfield Kiln Farm, Milton Keynes, United Kingdom, MK11 3LW. The Investment
Manager valued holdings in Energie Fitness at nil (2024: nil).
- Trent Capital Limited. The Company structured a Loan in 2019, which
also offered equity within Trent Capital Limited. The Company has a 61% net
equity holding within the business which is registered at 17 Walkergate,
Berwick-upon-Tweed, Northumberland, TD15 1DJ and the principal business
address is Unit 7 Newton Chambers Way, Thornecliffe Industrial Estate,
Chapeltown, Sheffield, S35 2PH. The Investment Manager valued holdings in
Trent Capital Limited at nil (2024: nil).
- Coventry Student Accommodation 1 Limited ("Coventry", wholly owned
asset). The Company holds an unquoted investment in Coventry. As at 31
December 2025, the Company owns 100% of the business. The registered office
and principal place of business of Coventry is 4th Floor, 140 Aldersgate
Street, London, United Kingdom, EC1A 4HY. The Investment Manager's valuation
of the holdings in Coventry is £1.9 million as at 31 December 2025 (2024:
£1.9 million).
- RMC Lending Limited ("RMC Lending"). The Company acquired 100% of RMC
Lending's equity in 2024. The registered office of RMC Lending is 4th Floor, 7
Castle Street, Edinburgh, Scotland, EH2 3AH, with registered number SC521046.
The sole principal activity of RMC Lending to date has comprised direct
lending through sourcing long-term debt finance from third-party providers and
making loans to UK-based companies, under the terms of the UK Government's
Coronavirus Business interruption Loan Scheme and the Recovery Loan Scheme.
Valuation Approach and Sensivity
Although the fair value estimation of the loans is dependent on multiple
factors, including inputs received from the Investment Manager,discussions
held with the Investment Manager and judgements applied by the Investment
Manager and Forvis Mazars, the only significant unobservable input is the
discount rate applied in the fair value estimation.
The Company's portfolio is valued based on expected realisable proceeds. This
approach is in line with the realisation strategy of the Company and reflects
the estimated amounts recoverable through the orderly disposal of the
Company's assets over an appropriate timeframe.
The Investment Manager provides the Board (subject to approval) with valuation
recommendations, taking into account market conditions, liquidity, expected
exit routes and available recent peer transactional evidence.
Type of asset Valuation approach Key unobservable input Input value Inter-relationship between key unobservable inputs and fair value measurement
Loans The fair value of loans in the portfolio have been assessed using a discounted Discount rate A range of 7.164% to 31.747% for the different loans in the portfolio as at 31 A decrease in the discount rate would result in an increase in fair value. An
cash flow analysis by preparing loan amortisation schedules based on cash flow December 2025 (2024: 7.46% to 37.75%). increase in the discount rate would result in a decrease in fair value.
information supplied by the client. This is considered to be in line with the
International Private Equity and Venture Capital Valuation ("IPEV") guidelines As at 31 December 2025 with a portfolio is £33.9 million (2024: £70.1
for valuing debt investments. million), a 1% decrease in the discount rate would result in an increase of
£0.3 million (2024: £0.7 million) in the fair value. a 1% increase in the
The determination of the fair value of the loans requires the use of discount discount rate would result in a decrease of £0.3 million (2024: £0.7
rates which comprise a UK-based risk-free rate, a spread based on the million) in the fair value of the portfolio.
appropriate UK denominated corporate bond yields and a risk premium/ alpha
factor.
4. Income
Year ended Year ended
31 December 2025
31 December 2024
£'000
£'000
Income from investments
Bond and loan - cash interest 2,957 6,982
Bond and loan - PIK interest 279 294
Arrangement fees - 154
Other income 181 212
-------------- --------------
Revenue Income 3,417 7,642
======== ========
Proceeds from Coventry Street insurance claim 245 824
======== ========
Capital Income 245 824
======== ========
5. Investment management fee
Year ended Year ended
31 December 2025
31 December 2024
£'000
£'000
Basic fee:
Investment management fee 597 860
Incentive fee 179 197
-------------- --------------
Total 776 1,057
======== ========
The Investment Manager is appointed under a contract subject to 12 months'
notice. Pursuant to the amended Investment Manager Agreement ("IMA") following
the Company being put into managed wind-down status, the Investment Manager is
entitled to a management fee calculated at the rate of 0.875 per cent. of NAV
per annum (payable monthly in arrears) subject to a minimum fee of £33,300
payable monthly in arrears, subject to renegotiation with the Board, until the
earlier of;
- the Company's liquidation;
- the value of the Company's portfolio (excluding cash and other liquid
assets) being less than or equal to £35 million; or
- 31 December 2026.
During the financial year, the value of the Company's investment portfolio
(excluding cash and other liquid assets) reduced below £35 million. In
accordance with the amended Investment Management Agreement ("IMA"), the Board
reviewed the ongoing fee arrangements in light of the Company's wind-down
status. In April 2026, the Board and the Investment Manager formally agreed to
renegotiate the fee terms such that the Investment Manager's management fee
continues to be payable notwithstanding the portfolio value having reduced
below the £35 million threshold. Accordingly, management fees have continued
to be accrued and recognised in the financial statements in line with the
renegotiated terms approved by the Board.
Additionally, an incentive fee will be accrued from 20 December 2023, being
the date the Company entered managed wind-down, on any loan that is repaid or
sold at or above the NAV as at that date, save for those loans where the
capital is used to repay any leverage or held as a cash balance for future
commitments, of 1.375 per cent. on loans repaid or sold until 31 December 2024
and 1.125 per cent. on loans repaid during 2025.
To incentivise the Investment Manager to continue to work on the tail of the
portfolio, the Incentive Fee will be subject to the following escrow and
payment mechanism: (i) 50 per cent. of the fee will be paid in cash to the
Investment Manager at the end of each month when a loan is repaid or sold and
(ii) the remaining 50 per cent. will, so long as the Shares trade at a
discount to the latest published NAV, be used by the Company to buy back
Shares on the market, and otherwise held by the Company in escrow.
The newly acquired Shares purchased as a result of the payment of the
Incentive Fee under (ii) above will be held by the Company in treasury until
the Company is liquidated, and, together with cash amounts held in escrow will
vest to the Investment Manager in the following proportions depending on the
amount of aggregated net proceeds distributed to shareholders:
- 100 per cent. at or above the Reference NAV; or
- 90 per cent. at or greater than 99 per cent. and less than 100 per
cent. of the Reference NAV; or
- 80 per cent. at or greater than 98 per cent. and less than 99 per
cent. of the Reference NAV; or
- 70 per cent. at or greater than 97 per cent. and less than 98 per
cent. of the Reference NAV; or
- 60 per cent. at or greater than 96 per cent. and less than 97 per
cent. of the Reference NAV; or
- 50 per cent. at or greater than 95 per cent. and less than 96 per
cent. of the Reference NAV; or
- 40 per cent. at or greater than 94 per cent. and less than 95 per
cent. of the Reference NAV; or
- 30 per cent. at or greater than 93 per cent. and less than 94 per
cent. of the Reference NAV; or
- 20 per cent. at or greater than 92 per cent. and less than 93 per
cent. of the Reference NAV; or
- 10 per cent. at or greater than 91 per cent. and less than 92 per
cent. of the Reference NAV; or
- 0 per cent. below 91 per cent. of the Reference NAV.
Any shares held in treasury which vest to the Investment Manager will be
transferred to it to settle the Company's obligation to pay the remaining part
of the Incentive Fee. The Board notes that for companies with a premium
listing, the Investment Associations preference is for no more than 10 per
cent. of their shares to be held in treasury but, given the special use of
treasury shares in this case, believe the use of treasury shares in this
manner is in the best interests of the Company. To the extent that the number
of treasury shares to be transferred to the Investment Manager would otherwise
be equal to or greater than 20 per cent. of the Company's issued share capital
at the time, the Company will deliver such number of treasury Shares as
represents one Share less than 20 per cent of the Company's issued share
capital and instead shall pay the Investment Manager upon the liquidation of
the Company an amount equal to the number of undelivered Shares multiplied by
the amount distributed upon every Share in the liquidation, with such
liability to be paid pro rata alongside all other distributions to
shareholders.
If the Shares are trading at a premium to the prevailing NAV, the remaining 50
per cent. of the fee under (ii) above will be held in escrow in liquid funds
by the Company. Any dividends paid or declared in respect of the Shares
acquired under (ii), together with any capital distributions made to
shareholders, will be held by the Company in escrow until the incentive vests
as set out above.
The incentive fee for the year ended 31 December 2025 amounted to £358,928
(2024: £395,000). Of this, £179,464 (2024: £197,500) was paid in cash and
£179,464 (2024: £197,500) was used to buy back a total of 226,967 (2024:
269,595) shares which is being held in treasury.
The Company has purchased the following shares to be held in treasury,
representing 50% settlement of Investment Manager's Incentive Fee in respect
of the year under review:
Year ended 31 December 2025
Date of transaction Incentive fees Number of shares purchased Purchase price
£'000
26 February 2026 113 180,560 62.75
13 August 2025 1 2,183 67.50
26 February 2025 65 89,044 72.50
------------- -------------
Total 179 271,787
======= =======
Year ended 31 December 2024
Date of transaction Incentive fees Number of shares purchased Purchase price
£'000
26 November 2024 41 56,467 72.50
01 October 2024 25 33,559 73.75
03 September 2024 5 6,525 77.20
28 August 2024 126 173,044 73.00
------------- -------------
Total 197 269,595
======= =======
For the amount of the Incentive Fee held back, an expense will be accrued when
the Company anticipates its payment as probable. Any payment made will be
treated as a cash-settled share-based payment.
6. Other expenses
Year ended Year ended
31 December 2025
31 December 2024
£'000
£'000
Basic fee charged to revenue:
Administration fees 205 191
Auditor's remuneration: 189 253
- Statutory audit fees
Broker fees 75 81
Custody fees 16 15
Directors' fees 112 107
AIFM fees 117 115
Registrar's fees 35 48
Valuation fees 63 95
Other expenses 133 233
------------- -------------
Total revenue expenses 945 1,138
------------- -------------
Expenses charged to capital:
Wind-down costs 182 -
Directors' fees* 87 -
------------- -------------
Total expenses 1, 214 1,138
======= =======
* This Directors' fees emanate from the Tender Offer process as disclosed in
Note 14.
7. Taxation
Year ended 31 December 2025 Year ended 31 December 2024
Revenue Capital Total Revenue Capital Total
£'000
£'000
£'000
£'000
£'000
£'000
Analysis of tax charge/(credit) for the year:
Corporation tax - - - - - -
----------- ----------- ----------- ----------- ----------- -----------
Total current tax charge (see note 7 (b)) - - - - - -
====== ====== ====== ====== ====== ======
(b) Factors Affecting the tax charge for the year:
The effective UK corporation tax rate for the year is 25.00% (2024: 25.00%).
The tax charge differs from the charge resulting from applying the standard
rate of UK corporation tax for an investment trust company. The differences
are explained below:
Year ended 31 December 2025 Year ended 31 December 2024
Revenue Capital Total Revenue Capital Total
£'000
£'000
£'000
£'000
£'000
£'000
Return on ordinary activities before taxation 1,696 (8,802) (7,106) 5,447 (2,148) 3,299
UK corporation tax at 25.0% (2024: 25.0%) 424 (2,201) (1,777) 1,362 (537) 825
Effects of:
Fair value losses not deductible - 2,201 2,201 - 743 743
Non-taxable income - - - - (206) (206)
Interest distributions paid/payable (119) - (119) (1,505) - (1,505)
Excess management expenses (utilised)/carried forward (305) - (305) 143 - 143
----------- ----------- ----------- ----------- ----------- -----------
Total tax charge - - - - - -
====== ====== ====== ====== ====== ======
The Company is not liable to tax on capital gains due to its status as an
investment trust.
(c) Deferred tax assets/(liabilities)
As at 31 December 2025, the Company had surplus excess management expenses of
£251,572 (2024: £998,800) in respect of which a deferred tax asset has not
been recognised. This is because the Company is not expected to generate
taxable income in a future period in excess of deductible expenses of that
future period and, accordingly, it is unlikely that the Company will be able
to reduce future liabilities.
8. Receivables
Year ended Year ended
31 December 2025
31 December 2024
£'000
£'000
Amounts falling due within one year:
Bond and loan interest receivable 952 2,316
Coventry Street receivables 1,734 2,958
Prepayments and other receivables 287 226
------------- -------------
2,973 5,500
======= =======
9. Payables
Year ended Year ended
31 December 2025
31 December 2024
£'000
£'000
Amounts falling due within one year:
Wind down costs provision 945 943
Other payables 639 546
------------- -------------
1,584 1,489
======= =======
10. Share capital
As at 31 December 2025 As at 31 December 2024
No. of Shares £'000 No. of Shares £'000
Allotted, issued & fully paid:
Ordinary Shares of 1p 76,220,200 762 97,848,021 978
======= ======= ======= =======
At the year end, the Company has 76,220,200 (31 December 2024: 97,578,426)
Ordinary Shares in issue with voting rights and 360,822 (31 December 2024:
269,595) Ordinary Shares held in Treasury.
Share movement
The table below sets out the share movement for the year ended 31 December
2025.
Opening balance Tender Offer - Shares bought back Shares held in Treasury Shares in issue at
of Shares in issue
Shares redeemed
into Treasury
31 December 2025
Ordinary Shares 97,848,021 (21,627,821) (91,227) 91,227 76,220,200
======= ======= ======= ======= =======
The table below sets out the share movement for the year ended 31 December
2024.
Opening balance Tender Offer - Shares bought back Shares held in Treasury Shares in issue at
of Shares in issue
Shares redeemed
into Treasury
31 December 2024
Ordinary Shares 117,586,359 (19,738,338) (269,595) 269,595 97,848,021
======= ======= ======= ======= =======
Ordinary Share buy backs
During the year, the Company bought back 91,227 (31 December 2024: 269,595)
Ordinary Shares for an aggregate cost of £66,000 (31 December 2024:
£197,000). See Note 5 for more details of these buy backs. The Company also
returned capital as a result of a Tender Offer amounting to 21,627,821 (31
December 2024: 19,738,338) Ordinary shares for an aggregate cost of
£17,458,260 (31 December 2024: £17,529,910).
Since the year end, a further 180,560 (2024: 89,044) Ordinary Shares have been
bought back to be held in Treasury for an aggregate cost of £28,100 (2024:
£64,688).
11. Return per ordinary share
Total return per Ordinary Share is based on the loss on ordinary activities
after taxation of £7,106,000 (2024: gain of £3,299,000) which comprise of
positive revenue return of £1,696,000 (2024: £5,447,000) and negative
capital return of £8,802,000 (2024: £2,148,000).
Based on the weighted average of number of 86,244,132 (2024: 112,657,232)
Ordinary Shares in issue for the year ended 31 December 2025, the returns per
share were as follows:
Year ended 31 December 2025 Year ended 31 December 2024
Revenue Capital Total Revenue Capital Total
Return per ordinary share 1.97p (10.21p) (8.24p) 4.84p (1.91p) 2.93p
======= ======= ======= ======= =======
12. Net asset value per share
The net asset value per share is based on Company's total shareholders' funds
of £56,879,000 (31 December 2024: £82,681,000) and 75,859,378 (31 December
2024: 97,578,426) Ordinary Shares in issue at the year end.
13. Dividend
Total dividends paid in the year
Year ended 31 December 2025 Year ended 31 December 2024
Pence per Revenue Capital Total Pence per Revenue Capital Total
Ordinary
£'000
£'000
£'000
Ordinary
£'000
£'000
£'000
share
share
2024 Interim - Paid 4 Apr 2025 (2024: 2 Apr 2024) 0.6250p 609 - 609 1.6250p 1,911 - 1,911
2025 Interim - n/a - - - - 1.6250p 1,911 - 1,911
(2024: 28 Jun 2024)
2025 Interim - Paid 26 Sep 2025 (2024: 16 Sep 2024) 0.6250p 474 - 474 1.6250p 1,911 - 1,911
2025 Interim - n/a - - - - 1.6250p 1,586 - 1,586
(2024: 29 Nov 2024)
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
Total 1.2500p 1,083 - 1,083 6.5000p 7,319 - 7,319
======= ======= ======= ======= ======= ======= ======= =======
The dividend relating to the year ended 31 December 2025, which is the basis
on which the requirements of Section 1159 of the Corporation Tax Act 2010 are
considered is detailed below:
Total dividends declared in the year
Year ended 31 December 2025 Year ended 31 December 2024
Pence per Revenue Capital Total Pence per Revenue Capital Total
Ordinary
£'000
£'000
£'000
Ordinary
£'000
£'000
£'000
share
share
2025 Interim - n/a - - - - 1.6250p 1,911 - 1,911
(2024: 28 Jun 2024)
2025 Interim - Paid 26 Sep 2025 (2024: 16 Sep 2024) 0.6250p 474 - 474 1.6250p 1,911 - 1,911
2025 Interim - n/a - - - - 1.6250p 1,911 - 1,911
(2024: 29 Nov 2024)
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
2025 Interim - (2024: 4 Apr 2025)* - - - - 0.6250p 609 - 609
Total 0.6250p 474 - 474 5.5000p 6,342 - 6,342
======= ======= ======= ======= ======= ======= ======= =======
* Not included as a liability in the year ended 31 December 2024 and 2025
financial statements.
14. Related party transaction
Fees are payable at an annual rate of £40,800 (2024: £38,880) to the
Chairman, £37,400 (2024: £32,500) to the Chairman of the Audit Committee and
£34,100 (£32,500) to the other Directors. The Directors' fees are disclosed
in note 7 and the Directors' shareholdings are disclosed in the Directors
Remuneration Report in the Annual Report. As at 31 December 2025, fees payable
to the Directors for wind down costs was £87,000. This is additional
compensation to account for the additional work performed by the Board on the
managed wind down at a pre-agreed rate of 0.5% of cash returned to
Shareholders as part of the managed winddown.
Fees payable to the Investment Manager are shown in the Statement of
Comprehensive Income. As at 31 December 2025 the fee outstanding to the
Investment Manager was £127,000 (2024: £122,000).
Arrangement fees are paid by some borrowers to the Investment Manager. The
amount the Investment Manager can retain from borrowers in most cases is
capped at 1.25% and agreed with the Board. The Company receives any
arrangement fees from the Investment Manager in excess of the 1.25% or
otherwise agreed with the borrower. During the year to 31 December 2025, the
Company received £Nil (2024: £46,000) in arrangement fees from RM Capital.
Borrowers paid the Investment Manager arrangement and other work fees during
the year totaling £184,241 (2024: £533,374). The Investment Manager also
provides further Loan & Security Agency services to some borrowers and
during the year charged borrowers £73,898 (2024: £139,624).
As at 31 December 2025, the Investment Manager held 395,038 (2024: 395,083)
Ordinary Shares in the Company. As of the date of this report, the Investment
Manager's total holding of Ordinary Shares remained at 395,083 (2024:
395,083).
As at the year end, the Company has total investments of £1,718,557 (2024:
£1,718,557) in Coventry Student Accommodation 1 Limited for which investment
details can be found in Note 3. As at the year end, the Company provided
Coventry Student Accommodation 1 Limited an intercompany loan of £1,734,000
(2024: £2,958,000) as disclosed in note 8.
As at the year end, the Company's fair value of investments in Empowered
Brands was £5,887.920.As at the year end, the Company's fair value of
investments in Trent Capital was £8,768,460.The Company owns 100% of its
subsidiary RMC Lending Limited. There has been £190,506 worth of transactions
between the Company and RMC Lending during the year ended 31 December 2025.
The Company's investment in RMC Lending as at the year end was £172,000
(2024: £214,000).
15. Financial instruments
Classification of Financial Instruments
FRS 13 requires the Company to classify its investments in a fair value
hierarchy that reflects the significance of the inputs used in making the
measurements. IFRS 13 establishes a fair value hierarchy that prioritises the
inputs to valuation techniques used to measure fair value. The three levels of
fair value hierarchy under IFRS 13 are as follows:
Level 1
Using unadjusted quoted prices for identical instruments in an active market.
Level 2
Using inputs, other than quoted prices included within Level 1, that are
directly or indirectly observable (based on market data).
Level 3
Using inputs that are unobservable (for which market data is unavailable).
The classification of the Company's investments held at fair value through
profit or loss is detailed in the table below:
31 December 2025 31 December 2024
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Financial assets:
Financial assets - Bonds - - - - - 4,772 - 4,772
Financial assets - Private loans - - 32,259 32,259 - - 63,308 63,308
Financial assets - Equity investment - - 1,719 1,719 - - 1,719 1,719
Forward currency contracts - (41) - (41) - 299 - 299
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
Total financial assets - (41) 33,978 33,937 - 5,071 65,027 70,098
======= ======= ======= ======= ======= ======= ======= =======
The forward exchange contract has been presented at net exposure with the net
unrealised gains of £41,000 (2024: unrealised loss of £298,810) and have
been classified as Level 2 investments.
Investments that trade in markets that are not considered to be active but are
valued based on quoted market prices, dealer quotations or alternative pricing
sources supported by observable inputs are classified within Level 2.
Level 3 holdings are valued using a discounted cash flow analysis and
benchmarked discount/interest rates appropriate to the nature of the
underlying loan and the date of valuation.
There have been no transfers between levels during the reporting period (2024:
none).
Reconciliation of the Level 3 classification investments during the year to 31
December 2025 is shown below:
31 December 2025 31 December 2024
Equity Loan Total Equity Loan Total
£'000
£'000
£'000
£'000
£'000
£'000
Balance as at beginning of the year 1,719 63,308 65,027 2,966 87,312 90,278
New loans during the year - 8,094 8,094 - 2,629 2,629
Repayments during the year - (36,655) (36,655) - (23,688) (23,688)
Realised gains during the year - (3,366) (3,366) - (2,027) (2,027)
Unrealised gains at the year end - 878 878 (1,247) (918) (2,165)
------------ ------------ ------------ ------------ ------------ ------------
Closing balance as at 31 December 1,719 32,259 33,978 1,719 63,308 65,027
======= ======= ======= ======= ======= =======
Valuation and existence of bonds and private loan investments
During the year ended 31 December 2025, the Company held assets in bonds and
holds assets private loan investments. The valuation and existence of these
bonds and private loan investments are the most material matter in the
production of the financial statements. The Company had no holdings in bonds
as at the year end.
The bonds and private loan investments are valued by an independent valuer
(Mazars LLP) and the valuations at year end were agreed to the valuer's
report. The valuation process has been comprehensively reviewed during the
year, and is monitored, by the Board, the Manager and the AIFM. The process
includes quantitative and qualitative analysis, with the analysis performed on
a loan-by-loan basis and the valuation of each loan taking into account the
relevant risks and returns associated with that loan. The Audit and Management
Engagement Committee reviewed valuation reports and also the procedures in
place for ensuring accurate valuation and existence of investments and
recommended these to the Board for review and approval.
The Board has appointed a third-party service provider (Mazars LLP) to value
the Company's loan investments, in accordance with IFRS. The Directors have
satisfied themselves as to the methodology used, the discount rates and key
assumptions applied and the overall valuation of the investments.
Risk Profile of Financial Instruments
The Company invests in private loan and bond investments. The following
describes the risks involved and the applied risk management.
The Investment Manager reports regularly both verbally and formally to the
Board, and its relevant committees, to allow them to monitor and review all
the risks noted below.
(i) Market risks
The Company is subject to a number of Market risks in relation to economic
conditions. The Company's approach regarding the conservative valuation of its
investments remains unchanged, with fair value write downs driven by market
risk and idiosyncratic risk, with idiosyncratic risk relating to loan specific
information which is reflected within specific loan pricing. Further detail on
these risks and the management of these risks are included in the Investment
Manager's Report and the Risk and Risk Management report.
The Company's financial assets and liabilities at 31 December 2025 comprised:
Year ended 31 December 2025 Year ended 31 December 2024
Investments Interest Non-interest Total Interest Non-interest Total
bearing
bearing
£'000
bearing
bearing
£'000
£'000
£'000
£'000
£'000
GB sterling 24,040 1,719 25,759 59,985 1,719 61,704
Euro 8,178 - 8,178 8,394 - 8,394
------------ ------------ ------------ ------------ ------------ ------------
Total investment 32,218 1,719 33,937 68,379 1,719 70,098
------------ ------------ ------------ ------------ ------------ ------------
Cash and cash equivalents 21,553 - 21,553 8,572 - 8,572
Receivables - 2,973 2,973 - 5,500 5,500
Payables - (1,584) (1,584) - (1,489) -1,489
------------ ------------ ------------ ------------ ------------ ------------
Total 53,771 3,108 56,879 76,951 5,730 82,681
======= ======= ======= ======= ======= =======
Price risk sensitivity
The effect on the portfolio of a 10.0% increase or decrease in the value of
the loans would have resulted in an increase or decrease of £3,394,000 (2024:
£7,010,000) in the investments held at fair value through profit or loss at
the period end date. This analysis assumes that all other variables remain
constant. Further details is provided in Note 3.
(ii) Credit risks
The Company's investments will be predominantly in the form of private loans
whose revenue streams are secured against contracted, predictable medium to
long-term cash flows and/or physical assets, and whose debt service payments
are dependent on such cash flows and/or the sale or refinancing of the
physical assets. The key risks relating to the private loans include risks
relating to counterparty default, senior debt covenant breach risk, bridge
loans, delays in the receipt of anticipated cash flows and borrower default,
and collateral risks.
The Company is also exposed to the risk of default on cash held at the bank
and other trade receivables. The maximum exposure to credit risk on cash at
bank and other trade receivables at 31 December 2025 was £21,553,000 and
£2,973,000 respectively (2024: £8,572,000 and £5,500,000). None of these
amounts are considered past due or impaired and interest is based on the
prevailing money market rates.
The table below shows the Company's maximum exposure to credit risks as at the
year end.
As at 31 December 2025 As at 31 December 2024
Fair value Maximum exposure Fair value Maximum exposure
£'000
£'000
£'000
£'000
Private loan investments 32,259 32,259 63,308 63,308
Bond investments - - 4,772 4,772
Cash and cash equivalent 21,553 21,553 8,572 8,572
Receivables 2,973 2,973 5,500 5,500
-------------- -------------- -------------- --------------
Total 56,785 56,785 82,152 82,152
======== ======== ======== ========
Management of risks
The Investment Manager reports a number of key metrics on a monthly basis to
its Credit Committee including pipeline project information, outstanding loan
balances, lending book performance and early warning indicators. The
Investment Manager monitors ongoing credit risks in respect of the loans.
Typically, the Company's loan investments are private loans and would usually
exhibit credit risk classified as 'non-investment grade' if a public rating
agency was referenced.
The Company's main cash balances are held with The Royal Bank of Scotland plc
("RBS"). Bankruptcy or insolvency of the bank holding cash balances may cause
the Company's rights with respect to the cash held by them to be delayed or
limited. The Company manages its risk by monitoring the credit quality of RBS
on an ongoing basis.
(iii) Interest rate risks
Private Loans
The Company may make loans based on estimates or projections of future
interest rates because the Investment Manager expects that the underlying
revenues and/or expenses of a borrower to whom the Company provides loans will
be linked to interest rates, or that the Company's returns from a loan are
linked to interest rates. If actual interest rates differ from such
expectation, the net cash flows of the borrower or payable to the Company may
be lower than anticipated.
Interest rate sensitivity
Interest Income earned by the Company is primarily derived from fixed interest
rates. The interest earned from the floating element of loan and debt security
investments is not significant. Based on the Company's private loan
investments, bond investments, cash and cash equivalents as at 31 December
2025, a 1.00% increase/(decrease) (2024: 1.00% increase/(decrease)) in
interest rates, all other things being equal, would lead to a corresponding
increase/(decrease) in the Company's income as follows.
As at 31 December 2025 As at 31 December 2024
1.00% Increase 1.00% Decrease 1.00% Increase 1.00% Decrease
£'000
£'000
£'000
£'000
Private loan investments 323 (323) 633 (633)
Bond investments - - 48 (48)
Equity investments 17 (17) 17 (17)
Cash and cash equivalent 216 (216) 86 (86)
-------------- -------------- -------------- --------------
Total 556 (556) 784 (784)
======== ======== ======== ========
Management of risks
The Investment Manager's investment process takes into account interest rate
risk. The investment strategy is to invest in private loans with maturities
typically between 2 and 10 years. Exposure to predominantly higher yielding
loans and possible floating rate investments can mitigate interest rate risk
to some extent. On a monthly basis, the Investment Manager reviews
fixed/floating and weighted average life of the portfolio for interest rate
risk.
15. Financial instruments continued
(iv) Liquidity risks
Liquidity risk is defined as the risk that the Company will encounter
difficulties in realising assets or otherwise raising funds to meet financial
commitments. The cash and cash equivalent balance at the year end was
£21,541,000 (2024: £8,572,000).
Financial liabilities by maturity at the year end are shown below:
31 December 2025 31 December 2024
£'000
£'000
Within one month - -
Between one and three months 639 546
Between three months and one year - -
More than one year 945 943
-------------- --------------
Total 1,584 1,489
======== ========
The Investment Manager manages the Company's liquidity risk by investing in a
diverse portfolio of loans and secured debt instruments in line with the
Company's Investment Policy and Investment restrictions. The Investment
Manager may utilise other measures such as borrowing, share issues including
treasury shares for liquidity purposes. The Investment Manager performs stress
tests on the Company's income and expenses and the Directors, and the
Investment Manager remain comfortable that the Company has substantial
operating expenses cover and adequate liquidity.
The maturity profile of the Company's portfolio as at the year end is as
follows:
31 December 2025 31 December 2024
£'000
£'000
Within one month - 9,537
Between one and three months - 21,276
Between three months and one year 2,863 19,579
More than one year 31,074 19,706
-------------- --------------
Total 33,937 70,098
======== ========
(v) Foreign currency risks
Foreign currency risk is the risk that the value of a financial instrument
will fluctuate because of changes in foreign currency exchange rates. Currency
risk arises when future commercial transactions and recognised assets and
liabilities are denominated in a currency that is not the Company's functional
currency. The Company invests in debt security instruments that are
denominated in currencies other than sterling.
Accordingly, the value of the Company's assets may be affected favourably or
unfavourably by fluctuations in currency rates and therefore the Company will
necessarily be subject to foreign exchange risks.
Based on the financial assets and liabilities at 31 December 2025 and all
other things being equal, if sterling had weakened against the local
currencies by 10%, the impact on the Company's net assets at 31 December 2025
would have been as follows:
31 December 2025 31 December 2024
£'000
£'000
Euro 228 247
US dollar - -
-------------- --------------
Total 228 247
======== ========
Foreign currency risk profile
31 December 2025 31 December 2024
Investment Net monetary Total Investment Net monetary Total
exposure
exposure
currency
exposure
exposure
currency
£'000
£'000
exposure
£'000
£'000
exposure
£'000
£'000
Euro 2,283 - 2,283 2,469 - 2,469
US dollar - 1 1 - 1 1
---------- ---------- ---------- ---------- ---------- ----------
Total 2,283 1 2,284 2,469 1 2,470
====== ====== ====== ====== ====== ======
Management of currency risks
The Company's Investment Manager monitors the currency risk of the Company's
portfolio on a regular basis. Foreign currency exposure is regularly reported
to the Board by the Investment Manager. The Investment Manager may hedge any
currency back to sterling as they see fit.
Fair values of financial assets and liabilities
All financial assets and liabilities of the Company are either recorded at
fair value in the statement of financial position, or, where they are recorded
at amortised cost, such carrying amounts are a reasonable approximation of
fair value.
Capital management
The Company considers its capital to consist of its share capital of Ordinary
Shares of 1 pence each, its distributable reserves, which comprise Revenue
reserve, Capital reserve and the Special reserve. In accordance with
accounting standards, the Company's Ordinary Shares are considered to be
equity.
The Company has a stated discount control policy. The Investment Manager and
the Company's brokers monitor the demand for the Company's shares and the
Directors review the position at Board meetings. Further details on share
issues during the year and the Company's policies for issuing further shares
and buying back shares (including the Company's discount management) can be
found in the Directors' Report.
During the year, the Company bought back 91,227 shares (2024: 269,595) which
are held in treasury. The Company's policy on borrowing is detailed in the
Directors' Report.
16. Post balance sheet events
Substantial Holdings
On 9 February 2026, Almitas Capital LLC notified that it acquired 12.72% of
the voting rights in the Company. No other material changes to the above had
been notified
Tender Offer
Pursuant to the Company's managed wind-down and change of Investment
Management Agreement, the Board deemed that Tender Offer would be the best
method of returning capital to the shareholders. On 24 April 2026, the Company
announced that a further distribution of £12.4 million will be made to the
shareholders via tender offer. The record date for the Tender Offer is 30
April 2026.
Share Buybacks:
On 26 February 2026, the Company acquired 180,560 of its own ordinary shares
of 1 pence each in the Company ("Ordinary Shares") at 62.75 pence per share.
As of 27 April 2026, the issued share capital of the Company consisted of
76,220,200 Ordinary Shares and 541,382 Ordinary Shares held in Treasury.
Therefore, the total number of voting rights in the Company is 75,678,818.
Geopolitical events
Uncertainty over the continued global unrest, disruption in commodity markets,
and the impact on ongoing curtailments driven by factors such as changing
subsidy regimes continues to influence corporate strategies and financial
markets. These challenges are further compounded by growing geopolitical
tensions, particularly the ongoing war in Ukraine, the Israel-Hamas conflict
in the Middle East and the conflict in Iran.
The estimates and assumptions underlying these financial statements are based
on data available as of the date of signing of the financial statements, as
relevant to conditions that existed at the balance sheet date, including
judgements about the economic and financial market conditions that may evolve
over time.
RMC Lending Limited ("RMC Lending")
In March 2026, RMC Lending went into liquidation. This is not anticipated to
have any material financial effect on the Company.
Acquisitions
As part of the Company's collection enforcement process in relation to Loan
Ref 12 and 58, they acquired a 100% of the Riverside property. This is not
anticipated to have any material financial effect on the Company.
Alternative Performance Measures ("APMs")
APMs are often used to describe the performance of investment companies
although they are not specifically defined under IFRS. APM calculations for
the Company are shown below.
Discount
The amount, expressed as a percentage, by which the share price is more than
the NAV per share.
As at As at
31 December 2025
31 December 2024
£'000
£'000
NAV per Ordinary Share (p) a 74.98 84.73
Share price (p) b 63.75 73.5
Discount (b/a)-1 -14.98% -13.25%
========= =========
Gearing (net)
A way to magnify income and capital returns, but which can also magnify
losses.
31 December 2025 31 December 2024
£'000
£'000
Cash and cash equivalents 21,553 8,572
Total borrowings less cash and cash equivalents a (21,553) (8,572)
Net assets b 56,879 82,681
Gearing (net) (a÷b)*100 nil nil
========= =========
Ongoing charges
A measure, expressed as a percentage of average net assets, of the regular,
recurring annual costs of running an investment company.
Year ended Year ended
31 December 2025
31 December 2024
£'000
£'000
Average NAV (£'000) a 75,702 98,223
Annualised recurring expenses* b 1,484 1,760
b÷a 1.96% 1.79%
========= =========
* Consists of investment management fees of £597,000 (2024: £1,057,000) and
other recurring expenses of £831,000 (2024: £703,000).
Total return
A measure of performance that includes both income and capital returns. This
takes into account capital gains and reinvestment of dividends paid out by the
Company into its Ordinary Shares on the ex-dividend date.
As at 31 December 2025 NAV Share Price
Opening at 1 January 2025 (p) a 84.73 73.50
Closing at 31 December 2025 (p) b 74.98 63.75
Dividend reinvestment factor c 1.0156 1.0184
Adjusted closing (d = b x c) d 76.49 64.95
Total return (d/a)-1 -10.13% -11.67%
========= =========
As at 31 December 2024 NAV Share Price
Opening at 1 January 2024 (p) a 88.88 74.25
Closing at 31 December 2024 (p) b 84.73 73.50
Dividend reinvestment factor c 1.0765 1.0903
Adjusted closing (d = b x c) d 91.21 80.14
Total return (d/a)-1 +2.62% +7.93
========= =========
Annual General Meeting
In line with the requirements of the Companies Act 2006, the Company will hold
an Annual General Meeting of Shareholders to consider the resolutions laid out
in the notice of meeting. Notice is hereby given that the Annual General
Meeting of RM Infrastructure Income Plc will be held at 11.00 a.m. on 4 June
2026 at the offices of Singer Capital Markets, 1 Bartholomew Lane, London EC2N
2AX.
Publication of Annual Report and Financial Statements
This announcement does not constitute the company's statutory accounts as
defined in the Companies Act 2006. The financial information for the year to
31 December 2025 will be filed with the Registrar of Companies.
The figures shown above for the year 31 December 2024 was derived from the
2024 statutory accounts which was approved on 28 April 2025 and delivered to
the Registrar of Companies. The auditors reported on the 2024 statutory
accounts; their reports were unqualified and did not include a statement under
section 498(2) or (3) of the Companies Act 2006.
The Annual Report for the year ended 31 December 2025 was approved on 1 May
2026. It will be made available on the Company's website at
https://rm-funds.co.uk/rm-infrastructure-income/investor-relations/
(https://rm-funds.co.uk/rm-infrastructure-income/investor-relations/)
The Annual Report will be submitted to the national storage mechanism and will
shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
This announcement contains regulated information under the disclosure guidance
and transparency rules of the FCA.
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