Annual Financial Report

RM Infrastructure Income PLC

Annual Results Announcement for the year ended 31 December 2024

LEI: 213800RBRIYICC2QC958

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 £82.7m invested across 17 loans and one wholly owned asset, across 5 sectors and 7 sub-sectors.

· A low interest rate sensitivity portfolio, with an average duration of circa 0.73 years and a weighted average yield of 12.5%.

· NAV Total Return over the last twelve months of 2.62% and inception to date of 45.26%.

Financial information

As at 25 April 2025, the latest date prior to the publication of this document, the Ordinary Share price was 72.5p per share and the latest published NAV was 84.26p per share as at 28 February 2025.

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 below.

Portfolio (as at 31 December 2024) Largest 10 loans by drawn amounts across the entire portfolio

Valuation of private loans conducted by external valuation agent.

Number of loans: 17 Equity position: 1 Average yield: 12.5%

Full portfolio (as at 31 December 2024)

Market

Market environment A mixed environment for the portfolio to be operating in with government bond yields rising and credit spreads tightening. Interest rate products were volatile with overall weakness in prices and an increase in yields with generic 5 year government bond yields opening the year at circa 3.5% and closing the year at approximately 4.35%. This move was not linear with yields as despite being higher over the first half they touched 3.6% during the summer before widening to close the year at 4.35%. Overall, we expect pressure to remain on yields given the high borrowing requirements of the government combined with a resurgence in inflation, specially from energy and the recent rise in employers National Insurance and minimum wage will feed back into higher prices for consumers.

Credit spreads were robust with the ITRXX Crossover index opening the year at circa 340 and closing at circa 310. Tighter financial conditions have not yet fed through to corporates with government statistics showing that corporate insolvencies were 5% lower in number than over 2023.

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.

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

Introduction On behalf of the Board of Directors ("the Board"), I am pleased to present RM Infrastructure Income plc's ("RMII" or "the Company") Annual Report & Accounts for the year ended 31 December 2024.

This year marks the eighth year since the Company's Initial Public Offering ("IPO") on the London Stock Exchange in December 2016. Since late 2023, the Company has been in managed wind-down and these results reflect the first full year of realisation of the portfolio and the first return of capital to Shareholders.

Realisation progress I am pleased to say good progress has been made over the year on realising the financial assets within the Company as the number of loans has decreased from 31 to 17 with invested capital reducing from £101m to circa £80m over the period.

Given the legal and operational costs for each capital return it was decided by the Board to initially put forward fewer but larger tenders for shares, and I am delighted to say that on 25 September 2024, the Company announced the result of a successful Tender Offer for 19,738,338 ordinary shares at 88.59 pence being the NAV on 30 August 2024. This represented 16.6% of the Company's issued share capital and the shares in issue reduced to 97,848,021. The tender price represented a 21.86% premium to the share price of 3 September 2024, being the date on which the Tender Offer was announced.

From the initial IPO of RMII in December 2016 until the Tender Offer, this capital generated a total IRR of 46.17% (equivalent to a 5% annualised IRR). Therefore, the Company outperformed the S&P Leveraged Loan Index by 7.12%, which delivered a total return of 39.05% (4.33% annualised) over the same period.

The year ended with the Company holding £8.5m of cash and awaiting the next material repayment at which point the Board will instruct the second Tender Offer.

Income generation and NAV performance In the eight years since listing, the Company has returned 49.225 pence per Ordinary Share to Shareholders in dividends.

On 27 February 2025, the Company declared a fourth interim dividend for the year of 0.625 pence per Ordinary Share which was paid on 4 April 2025, thus total dividends of 5.5 pence per Ordinary Share were paid for the year ended 31 December 2024. As expected during the Company's Wind Down process, the associated fixed costs of running the company combined with a smaller loan book and elevated cash balances until tender offers are actioned have led to a lower dividend for the period vs. prior years.

At 31 December 2024 the audited NAV per share was 84.73 pence per Ordinary Share (31 December 2023: 88.88 pence). The NAV percentage per Ordinary Share Total Return for the year was 2.62% (2023: 3.16%). Since inception the NAV percentage Total Return is 45.26%.

Returns to Shareholders The average share price discount to net asset values per share was slightly lower over the year moving from 17.82% to 13.25%. The closing mid-market share price on 31 December 2024 was 73.50 pence per Ordinary Share compared with 74.25 pence as at 31 December 2023. The 0.75 pence per Ordinary Share decrease, combined with dividends, means the total percentage share price return for the year was +7.93% (2023: -4.63%) and if the Tender Offer was taken up in full as described above this return per Ordinary Share rises to 11.68%.

Portfolio overview The portfolio is now materially smaller in terms of line items and in overall invested capital size. However, the average loan size has materially increased from £3.2m to £4.3m which means the portfolio has seen a rise in idiosyncratic risk as borrower concentration has risen. We expect the rise in idiosyncratic risk to continue as the portfolio becomes smaller and more concentrated during the managed wind-down process.

The successful recoveries versus the Clyde Street hotel asset during the period was welcomed as was the repayment, post period end, of loan references 66 & 67 secured over a portfolio of hotels. These loans were identified last year in our annual report as key factors to a successful execution of the Company asset realisation given the outcomes were relatively binary.

Looking forward into 2025 and 2026 the key risks to the further successful execution to the realisation strategy remain, specifically with regard to the German auto parts manufacturer given the wider industry challenges and to the gym franchise sale as the business has had a challenging 2024. The Investment Manger's report sets out further detail on these loans, and the remaining portfolio.

In January 2025, the Board made the decision to seek greater visibility on two of the assets in the portfolio by requesting Board seats on Empowered Brands and Trianco. The aim is to use the breadth and depth of experience of your directors to help both companies. This is possible due to the substantial equity positions negotiated by your Investment Manager as part of the restructuring of said investments, both occurring in 2020. In the case of the gym franchise the Company has a 43% equity position and a 61% equity position in Trianco. Given these substantial positions it seems only right that your interests as shareholders in both businesses should be represented by your Directors. We look forward to working with both Boards to help them achieve their goals over the coming months.

As the realisation of the Company's assets continues, the Board is spending more and more time getting to better understand the issues the underlying companies are facing in order to ensure shareholders' interests are protected during the Company's wind-down process. In 2024 the Directors made several visits to borrowers and conducted numerous video calls with the managers of the companies that RMII has made loans to. It became clear that substantially greater time will be required by the Board in the wind-down phase in managing the tail-end of the portfolio. The Board therefore has put in place an additional compensation package to account for the additional work. A sum of 0.5% will be deducted from cash distributed to Shareholders in future Tender Offers and held by the Company until liquidators are appointed and the Board hands over control of the final liquidation process. At that time the monies will be distributed to Directors as decided by Guy Heald, Non-Executive Director of the Company, based on the time spent by each director in managing the wind-down process. As Chair, I consulted with several major Shareholders before this structure was put in place, all of whom were supportive of the incentivisation structure. I would like to thank Shareholders for their support and understanding as we work through the liquidation of the portfolio.

Outlook The Investment Manager has been targeting a significant return of capital to shareholders during 2024 and 2025 and is still aiming to return the majority of the shareholder capital by year end 2025.

​I look forward to continued engagement with Shareholders. Please do not hesitate to contact me through our brokers Singer Capital Markets if any additional information is required.

NORMAN CRIGHTON Chair 28 April 2025

Investment Manager's report

NAV & income performance Over the period, the portfolio generated a positive NAV Total Return of 2.62%. Overall, the NAV per Ordinary Share decreased from 88.88 pence at 31 December 2023 to 84.73 pence per Ordinary Share at 31 December 2024.

As expected during the Company's wind-down process, the associated fixed costs of running the Company combined with a smaller loan book and elevated cash balances until tender offers are actioned have led to a lower dividend for the period versus prior years. Net income Per Ordinary Share of 4.84 pence was received and a total dividend for the year of 5.5 pence per Ordinary Share was paid.

The Company conducted its first Tender Offer as part of the realisation process tendering for 19,738,138 or 16.6% of the share capital at NAV (as at 31 August 2024). Therefore, the tender price was 88.59 pence per Ordinary share, a 21.86% premium on the day the Tender Offer was announced, being 3 September 2024.

Share Price Total Return for the year was 7.93% and when the pro-rata amount of the Tender offer is included this total return increases to 11.68%.

For the year ended 31 December 2024

Share price performance Positive share price performance of 7.93%. Since IPO the total percentage share return achieved is 28.41%.

Market environment A mixed environment for the portfolio to be operating in with government bond yields rising and credit spreads tightening. Interest rate products were volatile with overall weakness in prices and an increase in yields with generic 5 year government bond yields opening the year at circa 3.5% and closing the year at approximately 4.35%. This move was not linear with yields touching 3.6% during the summer. Overall we expect pressure to remain on yields given the high borrowing requirements of the government combined with a resurgence in inflation, specially from energy and the recent rise in employers National Insurance and minimum wage will feed back into higher prices for consumers.

Credit spreads were robust with the ITRXX Crossover index opening the year at circa 340 and closing at circa 310. Tighter financial conditions have not yet fed through to corporates with government statistics showing that corporate insolvencies were 5% lower in number than over 2023.

Financial performance Total income generation for the year was £7.6m (2023: £10.9m) and this was split between cash interest of £6.2m (2023: £10.6m) and £1.4m (2023: £0.3m) of Payment In Kind ("PIK").

Total operating costs were £2.2m (2023: £2.5m).

For the year ended 31 December 2024

There were four dividends declared in respect of the year ended 31 December 2024 totalling 5.5 pence per Ordinary Share.

Portfolio performance During the year, the number of loans within the portfolio fell significantly from 31 to 17, with invested capital reducing from circa £101m to circa £80m. This reduction demonstrates a successful execution of the portfolio's realisation being conducted and it is particularly pleasing to see the longer-dated investment loans of the book repaid which will likely shorten the tail end of the book maturity by 1 year from 2027 to 2026.

There were 4 drawdowns against existing facilities which totalled circa £1.7m. These drawdowns were to support the stabilisation of Empowered Brands and to drive growth at Trianco, respectively. Trianco has seen an exponential increase in its sales volume and given the business is exposed to relatively long supply chain lead times, this has resulted in a requirement in working capital to fund this growth phase.

There were 14 borrowers that made repayments or whom RMII recovered claims against over the period which totalled approximately £23.7m, the significant amounts being:

· Euroports, Ref #71: € 2m

· Childcare & Education Ref #95a: £2.34m

· Childcare & Education Ref #95b: £0.46m

· Asset Backed Lending, Ref #60: £4.69m

· Commercial Property, Ref #87: £0.78m

· Wealth Management, Ref #81: £0.5m

· Healthcare, Ref #97a: £1.48m

· Healthcare, Ref #97b: £0.7m

· Construction, Ref #79: £3.6m

· Hotel & Leisure, Ref #58: £4.0m

· Hotel & Leisure, Ref #92: £1.96m

Post period end, there was a material repayment in early February of the 4th and 5th largest exposures within the portfolio secured against 5 hotels across two loan facilities (loan references 66 and 67). These loans were originated in 2019 and had been extended whilst the Investment Managers worked with the borrower to seek a satisfactory refinancing solution. It was determined that this would lead to a swifter recovery of capital and an enhanced recovery for the lenders through a consensual refinancing rather than an enforcement process. Through this refinancing process, £11.5m was repaid versus a year end mark of circa £12m. In addition, a further charge was secured over loan reference 99, another operational hotel with an existing first charge in place with RMII. In essence, this led to a 96% cash repayment of the loan versus the year end mark with a material part of the outstanding loan balance novated and now secured against the operational property of loan reference 99. This remaining part of the recovery process is expected to occur during 2025. The Investment Manager believes this is a successful outcome as we seek to balance returning capital to shareholders in a timely manner versus where the loans are marked and the opportunity cost of capital.

At year end the portfolio had approximately £8.5m of cash which increased significantly in early February to approximately £20m with the partial repayment of investment loans ref 66 & 67. This should lay the foundations for another material Tender Offer to be put to for Shareholders as the second planned capital repayment of the realisation process.

Importantly, the repaid loans with references 58, 79, 92, 66 & 67 were on the enhanced monitoring list at year end 2023 so it is pleasing to see this capital returned.

At year end, there were two names on the enhanced monitoring list. Both of these loans are material in size as they are the second and third largest exposures within this portfolio:

Loan Ref 39. Beinbauer. This business is an auto parts manufacturer in Germany. Whilst well run with a strong sponsor, there are large headwinds within the sector. The loan is a HoldCo loan so is structurally subordinated, it has a correspondingly high yield but has been marked lower to reflect the challenging environment. The loan was extended during 2024 with repayment scheduled for H1-2026. RM Funds is working with the borrower and sponsor to achieve a timely successful repayment.

Loan Ref 76. Empowered Brands. This is the gym franchise which went through a restructuring exercise during the Covid period. Trading has been disappointing for a number of periods. This loan is senior secured which allows for greater control of the work out. It was scheduled for repayment in 2025, however this is likely to be extended into 2026. In early 2025, a change was made to replace the Managing Director in an effort to get the business and growth back on track. In March 2025, a director of RMII was appointed to the board of Empowered Brands. It is the intention that board meetings of Empowered Brands will be attended in rotation by RMII's Directors in order that Empowered Brands can benefit from the full experience of your Board and the best possible understanding of the business can be achieved to maximise its potential going forward.

Outlook for 2025 Overall, it has been pleasing to see a material reduction in the volume of loans within the portfolio and a reduction in the invested capital of approximately £22m over 2024. The Investment Manager is focused on continuing the realisation of the portfolio and returning capital to investors.

Further material progress is expected to be made during 2025 and after loan references 66 & 67 the next scheduled repayment is the largest loan in the portfolio reference 88 which is targeting a Q2-2025 repayment. As we look at the loans, those being targeting for repayment in 2025 are shown below which would be approximately a further £29.5m of capital to be returned to Shareholders:

· Loan reference 88: £13m

· Loan reference 12: £4.46m

· Loan reference 58: £3.57m

· Loan reference 99: £2.915m

· Loan reference 15: £4.77m

· Loan reference 66: £0.75m

The remainder of the loans are being targeted for repayment during 2026 with the process to have concluded by year end 2027 with the longest-dated investment loans having been repaid earlier during 2024.

For both portfolio companies, a sale process is targeted to be run in 2026. The loans corresponding to each are shown below:

· Trianco - Loan reference 62,74 & 96.

· Empowered Brands - Loan reference 76 & 76.1

As described above, there is work to be done with regards to Empowered Brands's business performance. With regards to Trianco this is more pleasing with accelerating sales figures seeing growth to EBITDA and the business outlook. As a reminder this Company distributes air source heat pumps and has seen demand surge as the focus has been on home energy decarbonisation, the greening of the grid and how electricity can heat homes.

Naturally as the portfolio reduces in size the portfolio will become more concentrated and idiosyncratic risk will rise correspondingly. This can lead to greater volatility within the share price.

Finally, as in 2024 but even more so in 2025 the smaller loan portfolio combined with elevated cash balances will lead to a material reduction in distributable income given the fixed costs associated with running the Company. Furthermore, as the loan portfolio reduces the remaining loans are typically the more stressed part of the book and thus the proportion of the portfolio paying PIK is forecasted to significantly increase. These PIK payments will also be written down so that the Company does not accrue large balances that might not be realisable. Taken together this means that the income available for distribution to shareholders in 2025 will materially reduce.

RM Capital Markets Limited 28 April 2025

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 expects not to be able to keep paying dividends at the rate of 6.5 pence per share per annum as was previously the case. The Company will instead 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 2024 amounted to £5,447,000 (2023: £7,407,000). The Company made a capital loss after tax of £2,148,000 (2023: capital loss after tax of £4,008,000). Therefore, the total return after tax for the Company was £3,299,000 (2023: £3,399,000).

The first interim dividend of 1.625p per Ordinary Share was declared on 30 May 2024 in respect of the period from 1 January to 31 March 2024. The second interim dividend of 1.625p per Ordinary Share for the quarter ended 30 June 2024 was declared on 13 August 2024 and the third interim dividend of 1.625p per Ordinary Share for the quarter ended 30 September 2024 was declared on 31 October 2024. On 27 February 2025, the Board declared a fourth interim dividend of 0.625p pence per Ordinary Share for the quarter ended 31 December 2024.

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 A fourth interim dividend for the quarter ended 31 December 2024 of 0.625p per share was paid to Shareholders on 4 April 2025 bringing total payments for the year to 5.5p per share.

2. Total return The Company's total return is monitored by the Board. The Ordinary Shares generated a NAV total return of +2.62% (2023: +3.16%) in the year ended 31 December 2024.

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 13.25% discount (2023: 16.46% discount) to the NAV as at 31 December 2024. The Company bought back 269,595 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 25 September 2024, the Tender Offer was approved by the shareholders, wherein the Company purchased a total of 19,738,338 ordinary shares at a tender price of 88.59 pence per share (equivalent to the Company's NAV as of 30 August 2024).

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 2024, the Company's ongoing charges figure calculated in accordance with the AIC methodology was 1.79% (2023: 1.84%).

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 notes 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 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.

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, 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 28 April 2025

Financial statements

Statement of comprehensive income For the year ended 31 December 2024

The total column of this Statement represents 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 and total comprehensive income for the year.

The notes form an integral part of these financial statements.

Statement of financial position

The financial statements of the Company were approved and authorised for issue by the Board of Directors on 28 April 2025 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 2024

For the year ended 31 December 2023

Distributable reserves as at 31 December 2024 amounted to £97,883,000 (2023: £47,402,000) which comprise the revenue reserve; capital reserve attributable to realised profits; and the special reserve. The capital reserves attributable to realised profit for the year ended 31 December 2023 and 2024 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 2024

* Cash inflow from interest in investment holdings was £5,326,000 (2023: £8,743,000).

* Included in return on ordinary activities before finance costs and taxation was finance costs of nil (2023: £1.0m).

The notes form an integral part of these financial statements.

Changes in financing liabilities

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 notes 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 2024 A number of new standards, amendments to standards and interpretations are effective for the annual periods beginning after 1 January 2024. 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 IAS 1 - Lack of Exchangeability (effective for annual periods beginning on or after 1 January 2025) In August 2023, the IASB amended IAS 21 to help entities to determine whether a currency is exchangeable into another currency, and which spot exchange rate to use when it is not. The Company does not expect these amendments to have a material impact on its operations or financial statements.

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. These amendments:

· clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system;

· clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion;

· add new disclosures for certain instruments with contractual terms that can change cash flows (such as some financial instruments with features linked to the achievement of environment, social and governance targets); and

· update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI).

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. From the high-level preliminary assessment performed, the following potential impacts have been identified:

· Although the adoption of IFRS 18 will have no impact on the Company's net profit, the Company expects that grouping items of income and expenses in the statement of comprehensive income into the new categories will impact how operating profit is calculated and reported. From the high-level impact assessment that the Company has performed, the following might potentially impact operating profit:

· Foreign exchange differences currently aggregated in the line item 'Losses on investments' in operating profit might need to be disaggregated, with some foreign exchange gains or losses presented below operating profit.

· The line items presented on the primary financial statements might change as a result of the application of the concept of 'useful structured summary' and the enhanced principles on aggregation and disaggregation.

· The Company does not expect there to be a significant change in the information that is currently disclosed in the notes because the requirement to disclose material information remains unchanged; however, the way in which the information is grouped might change as a result of the aggregation/disaggregation principles. In addition, there will be significant new disclosures required for:

· management-defined performance measures;

· a break-down of the nature of expenses for line items presented by function in the operating category of the statement of comprehensive income - this break-down is only required for certain nature expenses; and

· for the first annual period of application of IFRS 18, a reconciliation for each line item in the statement of comprehensive income between the restated amounts presented by applying IFRS 18 and the amounts previously presented applying IAS 1.

· From a cash flow statement perspective, there will be changes to how interest received and interest paid are presented. Interest paid will be presented as financing cash flows and interest received as investing cash flows, which is a change from current presentation as part of operating cash flows.

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.

A simplified credit loss provision has been applied against uncertain interest receivables.

(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 and Capital reserves Capital redemption reserves 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 reserves 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.

(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. The Directors have also made appropriate provisions in order to bring about the orderly wind-down of the Company and its operations.

(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 four interim dividends as opposed to any 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 notes 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 notes to the financial statements.

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

The Company received £25.7 million (2023: £33.5 million) from investments sold in the year. The book cost of these investments when they were purchased was £23.7 million (2023: £33.1 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 £8.4 million (2023: £10.0 million).

At the year end, the Company had the following unquoted equity investments.

· Esprit Holdco Limited (Energie Fitness). The Company participated in a management buyout during 2020 and owns 28% 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.

· 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.

· Coventry Student Accommodation 1 Limited ("Coventry", wholly owned asset). The Company holds an unquoted investment in Coventry. As at 31 December 2024, 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 2024 (2023: £3.0 million).

· RMC Lending Limited ("RMC Lending"). During the year, the Company acquired 100% of the equity of RMC Lending. The registered office of RMC Lending is 4th Floor, 7 Castle Street, Edinburgh, Scotland, EH2 3AH, with registered number SC521046. The equity was purchased for a nominal amount and the transaction had immaterial effect on the financial statements. 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 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 following sets out information about significant unobservable inputs used at year-end in measuring the portfolio of loans categorised as Level 3 in the fair value hierarchy:

Valuation Sensitivity The discount rate is considered the most significant unobservable input through which an increase or decrease would have a material impact on the fair value of the investments at fair value through profit or loss.

The discount rate is a range of 7.46% to 37.75% for the different loans in the portfolio as at 31 December 2024. An increase or decrease in the discount rate by 1% on individual investment basis has the following effect on the overall valuation:

4. Income

* The Company has pursued a legal claim against the former main contractor of a 79 bed student accommodation based in Coventry. This was undertaken via an adjudicator, with circa 90% of said sums now having been received in cleared funds. For the year ended 31 December 2024, the Company has received proceeds totalling £823,980.

5. Investment management fee and other expenses

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.

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 from now 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 2024 amounted to £395,000 (2023: nil). Of this, £197,500 was paid in cash and £197,500 was used to buy back a total of 269,595 shares which is being held in treasury.

The Company has purchased the following shares to be held in treasury as 50% settlement of Investment Manager's Incentive Fee in respect of the year under review:

After the year end on 26 February 2025, 89,044 shares were purchased at the price of 72.50p to be held in treasury in settlement for £65,000 of Investment Manager's Incentive Fee.

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

* Includes additional one off fees paid to each Board member (£10,000 paid to the Chair and £7,500 paid to each of the other Board members).

** The Company has estimated the costs of the managed wind-down process and accordingly made a provision during the year amounting to nil (2023: £1.6 million).

7. Finance costs

Refer to Note 11 for the details of the Company's revolving credit facility.

8. Taxation

(b) Factors Affecting the tax charge for the year: The effective UK corporation tax rate for the year is 25.0% (2023: 23.5%).

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:

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 2024, the Company had surplus excess management expenses of £ £998,800 (2023: £426,902) 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.

9. Receivables

Bond and interest receivable with credit loss fully provided Bond and interest receivable with credit loss fully provided is an interest receivable in relation to the loans of the Company but are not guaranteed.

The total amount is offset against the credit loss under the liability account (see note 10).

10. Payables

11. Bank loan credit facilities The Company had a revolving credit facility with OakNorth which expired in March 2024. The Company had entered into an uncommitted 90-day notice revolving loan of £10,500,000 ("Facility A") and a committed term revolving loan of £11,942,000 ("Facility B"), together with Facility A the ("Facilities") with OakNorth for the purposes set out in the credit facility agreement. The rate of interest on the Facilities are the aggregate of the applicable margin and base rate (subject to a base rate floor of 0.10%).

During the year, there have been no drawdowns nor repayments from the facility (2023: £6.6 million drawdowns and £23.9 million repayments). As at 31 December 2024, the remaining balance of the facility has been fully repaid.

12. Share capital

Share movement The table below sets out the share movement for the year ended 31 December 2024.

At the year end, the Company had 97,848,021 (2023: 117,586,359) Ordinary Shares in issue of which the total number with voting rights is 97,578,426 (2023: 117,636,359) and 269,595 (2023: 4,638,222) Ordinary Shares held in Treasury.

Ordinary Share buy backs During the year, the Company bought back 269,595 (2023: 50,000) Ordinary Shares for an aggregate cost of £197,000 (2023: £42,750). See Note 5 for more details of this buy back. The Company also returned capital as a result of a Tender Offer amounting to 19,738,338 (2023: nil) Ordinary shares for an aggregate cost of £17,529,910 (2023: nil). The total cost of these share transactions amounted to £132,142 (2023: £1,404). Since the year end a further 89,044 Ordinary Shares have been bought back to be held in Treasury for an aggregate cost of £64,688.

13. Share premium

Pursuant to Company's managed wind-down and change of investment management agreement, the Board deemed that a Tender Offer would be the best method of returning capital to the shareholders. Under the Companies Act, distributions require 'distributable profits'. The Board proposed cancelling its entire share premium account of £70,168,944, subject to court approval, to increase distributable reserves for future cash returns to shareholders. Following the court's approval, on 12 July 2024 the share premium account was cancelled and the entire balance was transferred to special reserve.

14. Return per ordinary share Total Return per Ordinary Share is based on the gain on ordinary activities after taxation of £3,299,000 (2023: gain of £3,399,000) which comprise of positive revenue return of £5,447,000 (2023: £7,407,000) and negative capital return of £2,148,000 (2023: £4,008,000).

Based on the weighted average of number of 112,657,232 (2023: 117,587,862) Ordinary Shares in issue for the year ended 31 December 2024, the returns per share were as follows:

There are no dilutive shares in issue.

15. Net asset value per share The NAV per share is based on Company's total shareholders' funds of £82,681,000 (2023: £104,516,000), and on 97,578,426 (2023: 117,586,359) Ordinary Shares in issue at year end.

NAV per ordinary share reconciliation The table below is a reconciliation between the NAV per Ordinary Share of the Company as announced on the London Stock Exchange and the NAV per Ordinary Share disclosed in these financial statements.

16. Dividend Total dividends paid in the year

The dividend relating to the year ended 31 December 2024, 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