Final Results
Summary by AI BETAClose X
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
|
|
Year ended |
Year ended |
|
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 |
|
|
======= |
======= |
|
|
% change2,4 |
% change3,4 |
|
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.
Portfolio1 (as at 31 December 2025)
Largest 10 loans by drawn amounts across the entire portfolio
|
Business activity |
Investment type |
Valuation2 |
Percentage of |
|
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 |
|
|
|
------------- |
------------- |
|
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) |
|
|
|
------------- |
------------- |
|
Total holdings |
|
33,937 |
59.7 |
|
Other net current assets |
|
22,942 |
40.3 |
|
|
|
------------- |
------------- |
|
Net assets |
|
56,879 |
100.0 |
|
|
|
======= |
======= |
1 Accounts for bad debt provisioning.
2 Valuation of private loans conducted by external valuation agent.
Full portfolio1 (as at 31 December 2025)
|
Ref |
Borrower |
Deal type |
Sector |
Subsector |
Nominal2 (£) |
Market |
Payment |
Expected Maturity3 |
|
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 |
|
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 |
|
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 |
|
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 |
|
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 |
|
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 |
|
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 |
|
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 |
|
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 cash flow analysis by preparing loan amortisation schedules based on cash flow information supplied by the client. This is considered to be in line with the International Private Equity and Venture Capital Valuation ("IPEV") guidelines for valuing debt investments. The determination of the fair value of the loans requires the use of discount rates which comprise a UK-based risk-free rate, a spread based on the appropriate UK denominated corporate bond yields and a risk premium/ alpha factor. |
Discount rate |
A range of 7.164% to 31.747% for the different loans in the portfolio as at 31 December 2025 (2024: 7.46% to 37.75%). |
A decrease in the discount rate would result in an increase in fair value. An increase in the discount rate would result in a decrease in fair value. As at 31 December 2025 with a portfolio is £33.9 million (2024: £70.1 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 discount rate would result in a decrease of £0.3 million (2024: £0.7 million) in the fair value of the portfolio. |
||||
|
|
|
|
|
|
||||
4. Income
|
|
Year ended |
Year ended |
|
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 |
|
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 |
|
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 |
|
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 |
|
Basic fee charged to revenue: |
|
|
|
Administration fees |
205 |
191 |
|
Auditor's remuneration: |
189 |
253 |
|
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 |
|
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 |
|
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 |
|
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 |
|
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 |
|
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 |
|
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 |
|
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 |
|
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 |
|
|
------------ |
------------ |
------------ |
------------ |
------------ |
------------ |
------------ |
------------ |
|
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 |
|
2025 Interim - n/a |
- |
- |
- |
- |
1.6250p |
1,911 |
- |
1,911 |
|
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 |
|
|
------------ |
------------ |
------------ |
------------ |
------------ |
------------ |
------------ |
------------ |
|
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 |
|
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 |
|
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 |
|
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 |
|
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 |
|
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 |
|
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 |
|
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 |
|
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 |
|
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 |
|
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 |
|
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 |
|
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/
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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