Half-year Financial Report

RM Infrastructure Income PLC

17 September 2026

 

RM INFRASTRUCTURE INCOME PLC

Half-Year Report Announcement for the six months ended 30 June 2026

LEI: 213800RBRIYICC2QC958

ABOUT US

At a General Meeting held on 20 December 2023, RM Infrastructure income plc ("RMII" or the "Company") adopted an Investment Objective to facilitate a managed wind-down of the Company.

The Company aims to conduct an orderly realisation of the assets of the Company, to be effected in a manner that seeks to achieve a balance between returning cash to Shareholders promptly and maximising value.

COMPANY HIGHLIGHTS (as at 30 June 2026)

-2.20% NAV Total Return

£43.3m Net assets

£7.7m Cash at period end

PORTFOLIO AT A GLANCE

Financial information

	As at 30 June 2026	As at 31 December 2025
Net asset value ("NAV") (£'000)*	£43,354	£56,879
NAV per Ordinary Share (pence)	73.33p	74.98p
Ordinary Share price (pence)	52.80p	63.75p
Ordinary Share price discount to NAV1	(28.00)%	(14.98)%
	=========	=======

*The fall in the NAV from £56.9 million to £43.4 million includes the capital return of £12.4 million via the Company's third tender offer.

Performance summary

	Six months ended 30 June 2026 % change2,4	Six months ended 30 June 2025 % change3,4
Total return (%) - Ordinary Share NAV and dividends1	(2.20)%	(4.87)%
Total return (%) - Ordinary Share price and dividends1	(17.18)%	(3.26)%
	=========	=======

1.     These are Alternative Performance Measures ("APMs").

2.     Total returns for the period to 30 June 2026, including dividend reinvestment.

3.     Total returns for the period to 30 June 2025, including dividend reinvestment.

4.     Source: Bloomberg.

Alternative Performance Measures ("APMs")

The financial information and performance summary data highlighted in the footnote to the above tables represent are considered to represent the APMs of the Company. Definitions of these APMs together with how these measures have been calculated can be found below.

PORTFOLIO (as at 30 June 2026)

Largest 10 loans by drawn amounts across the entire portfolio

Business activity	Investment type (Private/Public/Bond)	Valuation* £'000	Percentage of NAV (%)
Manufacturing	Private	8,186	18.9
Healthcare	Private	5,888	13.6
Accommodation	Private	4,251	9.8
Energy Efficiency	Private	4,176	9.6
Hotel & Leisure	Private	2,876	6.6
Energy Efficiency	Private	2,700	6.2
Hotel & Leisure	Private	1,598	3.7
Hotel & Leisure	Private	1,286	3.0
Energy Efficiency	Private	1,057	2.4
Hotel & Leisure	Private	481	1.1
		------------	------------
Ten largest holdings		32,499	74.9
Other private loan investments	Private	197	0.5
Wholly owned asset		1,719	4.0
Forward currency contracts		49	0.1
		------------	------------
Total holdings		34,464	79.5
Other net current assets		8,890	20.5
		------------	------------
Net assets		43,354	100.0
		=======	=======

* Valuation conducted by RM Capital Markets Limited.

CHAIR'S STATEMENT

27.67%

Inception to June 2026 /NAV Total Return

49.85p

Total dividend declared or paid / inception to June 2026

73.33p

NAV June 2026

Introduction

Dear Shareholders,

On behalf of the Board, I am pleased to present RM Infrastructure Income plc's ("RMII" or "the Company") Interim Report and Accounts for the first half of 2026 (the "Period"). At the General Meeting on 20 December 2023, shareholders approved the implementation of the Company's Managed Wind-down. I am pleased to report further progress during the Period, including the return of a substantial amount of capital from repayments received in late 2025 through a scheduled tender completed on 5 May 2026.

After the implementation of the Managed Wind-down, approved in December 2023, an initial tender was completed during September 2024 with £17.48 million of capital being returned to shareholders via the purchase of 19.73 million shares (16.6% 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 in the first half of 2025. It returned £17.41 million of capital through the purchase of 21.62 million shares at 80.52 pence per share, representing a 10.68% premium to the pre-tender share price.

The third tender was announced and completed in the first half of 2026, returning £12.38 million of capital through the purchase of 16.55 million shares at 74.77 pence per share. The tender price represented a 20.00% premium to the pre-tender share price.

Taken together, these three tenders represent 50% of the shares outstanding at the time of the Managed Wind-down announcement. As of 30 June 2026, the issued share capital of the Company consisted of 59,122,712 Ordinary Shares with voting rights.

During the Period the Company purchased 180,560 shares at an average price of 62.75 pence per share. This was pursuant to the amendment to the Investment Management Agreement whereby the shares will be held in treasury and will vest to the Investment Manager subject to the aggregated net proceeds distributed to shareholders in connection with the managed wind-down. In total there are 541,382 shares now held in treasury with regards to this incentive scheme.

The Company announced on 17 September 2026 a final dividend of 1.20 pence per share for the period ending 31 December 2025, payable on 16 October 2026. Most of the loans remaining within the portfolio are Payment in Kind interest rather than cash pay, with a conservative approach taken to the recognition of this income given the uncertainty surrounding the quantum and timing of any payments. Consequently, the net interest income for the portfolio was negative for the first half of 2026 as the Company has several fixed expenses that have not reduced in line with the reduction in capital.

During the Period, the Company appointed a new external auditor as part of the Board's continued focus on enhancing operational efficiency throughout the managed wind-down. The change follows the appointment of a new administrator and company secretary in 2025 and forms part of the Board's broader program to ensure that the Company's operating and professional service arrangements remain appropriately scaled and aligned with its remaining activities.

The Net Asset Value ("NAV") % Total Return during the Period has been -2.20%. The share price % total return has been -17.18% (-2.14% if including tender offers).

At the Period end the NAV per Ordinary Share was 73.33 pence, the mid-price on the share was 52.80 correspondingly the share price to NAV was a circa 28% discount.

The Investment Manager continues to make progress in seeking a return of capital to Shareholders from the outstanding investments and will go into further detail in the Investment Management Report.

Please do not hesitate to contact me through Singer Capital Markets if any additional information is required.

Norman Crighton

Chair

16 September 2026

INVESTMENT MANAGER'S REPORT

Overview

Income Performance & NAV % Total Return

RM Funds ("RM" or the "Investment Manager") is pleased with the Company's progress with regards to capital returns to shareholders. The cumulative tenders have returned circa 50% of the issued share capital as at the date of the Managed Wind-down's announcement to the 30 June 2026. This quantum is broadly in line with the guidance provided by RM Funds at the start of the shareholder's consultation process held during 2023.

Share Price

The share price has declined from 63.75 pence to 52.80 pence per share, delivering a negative share price total return of (17.18)%. Share price discount to Net Asset Value has increased the Period from circa -14% to circa -28%.

Investment Manager aligned with Shareholder interest

RM Funds owns shares of the Company. Also, 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. To date the Company has acquired 541,382 shares under this mechanism of which 180,560 were acquired during the Period.

Market environment

The UK interest rate and credit markets during the first half of 2026 were characterised by a cautious easing in inflation, resilient economic activity and improving financing conditions despite continued geopolitical uncertainty. The Bank of England maintained a restrictive monetary stance for much of the period, with Bank Rate remaining at 3.75%, reflecting a balance between moderating inflationary pressures and the need to support economic growth. While inflation continued to trend lower, policymakers remained concerned about wage growth and external energy price risks.

Credit markets remained constructive throughout H1. Investment-grade and high-yield credit spreads traded close to historical lows, supported by strong investor demand, ample liquidity and expectations that interest rates had peaked. Primary debt issuance recovered across investment-grade corporates, financial institutions and private credit markets, allowing borrowers to refinance maturing debt on increasingly attractive terms. Direct lending continued to expand as an important source of financing for mid-market businesses, although lenders maintained disciplined underwriting standards.

Bank lending conditions improved modestly, with increased availability of credit for both corporates and households. However, lenders remained selective, particularly towards highly leveraged borrowers and sectors facing refinancing pressure. Overall, H1 2026 marked a gradual transition from a period of monetary tightening towards a more balanced credit environment, with stable interest rates, improving market confidence and healthy capital market activity underpinning favourable conditions for borrowers and investors alike.

Portfolio Update

As at the Period end, the company had exposure to 3 properties and 3 operational businesses which is unchanged from the year end of 2025.

The 3 properties owned by the Company and/or against which its Loans are secured against had a valuation at circa £11m as at the end of June 2026. Good progress has been made over the reporting period in terms of getting these properties ready for sale. We expect to be able to put these properties on the market for sale over the course of Q4 2026 and Q1 2027 with the intention to complete on all sales before the end of H1 2027.

•     Riverside House (Ref #12 & #58) - 77 beds student accommodation property in Glasgow, UK. Over the reporting period, a credit bid was successfully completed, whereby RMII now wholly owns the property via a newly created SPV, Riverside House PBSA Limited. The main rationale behind conducting a credit bid was to enable the property to contract into attractive utility rates, something that had not been possible because of the insolvency process under which the property had been under for circa one year. The operator now has been able to reintroduce market standard utility rates and expects the net operating income to revert back to its run-rate level, after which point we will bring the property to the market. In terms of operational performance, the property has been running at circa 70% occupancy over the course of AY 2025/26 which is in line with the wider market challenges seen in the UK.

•     Coventry (Ref #68) - wholly-owned 79 beds student accommodation property in Coventry, UK. Similar operational performance to Riverside with occupancy over AY 2025/26 at circa 70%. Sale of the property has been delayed due to ongoing remedial works. The property will be put up for sale once these are completed.

•     Investment Loans Ref #99 & #66 - senior and junior ranking investment loans secured against a Travelodge hotel based in Morecombe, UK. The property is leased to Travelodge under a long-term inflation-linked lease agreement. Consensual sale of property has been delayed due to light touch cladding remedial works, which are currently ongoing. As soon as this is completed, we will progress with the sale process.

RMII has exposure to 3 operational businesses via senior and junior secured investment loans, as well as equity positions it holds in 2 of the 3 above-mentioned businesses. The combined valuation as at end of June 2026 was circa £23m. Presently, all are expected to be exited at the earliest in 2027.

•     Trianco (Ref 62, 62a, 63 and 96) - after a robust FY25, H1-2026 has been more nuanced mainly driven by the removal of the ECO4 government subsidy scheme which was a large part of Trianco's revenues. Post period-end, Trianco has however seen a reversal of this downward trend, in part driven by its revenue diversification efforts which are starting to provide positive results. RM Funds remain extremely involved working alongside management across the strategic oversight of the business and RM Funds remain bullish in the near to medium term future of Trianco. RMII owns 61% of the ordinary equity of the Trianco valued at zero in the NAV.

•     Energie Fitness (Ref #76 & 76.1) - Over the reporting period, RM Funds successfully completed a consensual reorganisation of the company's capital structure, the result of which being that RMII now owns circa 99% of the ordinary equity and retains its existing investments as a senior loan secured against the Empowered Brands' business. An additional up to £3m of capital has been committed to Empowered Brands to complete on the acquisition of selected network clubs. This has been structured as an increase to the Company's existing senior secured loan. Said process is expected to expedite EBITDA growth and enable a quicker exit. In terms of H1 2026's operational performance, the business has been on track to meet its FY26 budget.

•     Beinbauer (Ref #39) - this is RMII's largest holding. A junior loan secured against a German automobile parts manufacturer, Beinbauer. The reporting period has seen a continuation of the poor operational landscape we have seen over the last couple of years with the trading EBITDA remaining roughly stable. The Sponsor and the lending group have indeed been pushing for a sale of Beinbauer, however, given the geopolitical and tariff instability, this has resulted in a reduced number of potential bidders willing to engage, so far none have expressed an interest to transact and/or bidders looking to acquire businesses at substantial discounts to their fair value, something RMII and the other syndicate lender are not willing to explore presently. This circa £13.6m is marked at 60p.

Outlook

As detailed above the next milestones for significant returns of capital are expected to be achieved during 2027.

RM Capital Markets Limited

16 September 2026

INTERIM MANAGEMENT REPORT

The Directors are required to provide an Interim Management Report in accordance with the Financial Conduct Authority ("FCA") Disclosure Guidance and Transparency Rules ("DTR"). The Chair's Statement and the Investment Manager's Report in this Half-Year report provide details of the important events which have occurred during the Period and their impact on the financial statements. The following statements on principal and emerging risks and uncertainties, related party transactions, going concern and the statement of Directors' responsibilities, together, constitute the Interim Management Report for the Company for the six months ended 30 June 2026. The outlook for the Company for the remaining six months of the year ending 31 December 2026 is discussed in the Chair's Statement and the Investment Manager's Report.

Principal and emerging risks and uncertainties

The Board has a dynamic risk management register in place to help identify principal and emerging risks in the business and oversee the effectiveness of internal controls and processes. The principal and emerging risks and uncertainties facing the Company are as follows:

•  Market risk - rates of inflation (counterparty affordability), rates of interest, loss in value and recoverability in junior and mezzanine positions, reliance of past performance as an indicator of future performance.

•  Liquidity risk - The ability for the Company to meet its financial commitments.

•  Credit / counterparty risk - counterparty default, borrower default, loan non-performance and collateral risk

•  Service provider risk - adverse impact on Company operations due to the transition of administration services or underperformance of another service provider

Emerging risks are considered by the Board at its quarterly meetings and by the Audit and Management Engagement Committee as part of its risk management and internal control review. 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.

A detailed explanation of the principal and emerging risks and uncertainties to the Company are detailed in the Company's most recent Annual Report for the year ended 31 December 2025, published on 1 May 2026, which can be found on the Company's website at https://rm-funds.co.uk/rm-infrastructure-income-2/investor-relations/. The Board is of the opinion that these principal and emerging risks are equally applicable to the remaining six months of the financial year as they were to the six months being reported on.

Since the publication of the 2025 Annual Report and Accounts, there has continued to be increased risk levels within the global economy. The Investment Manager believes the key risk factors that have increased during the period are:

Interest rate risk - potential increases in the Sterling Overnight Interest Average ("SONIA") could make the refinancing of loans due for repayment over the next two years more challenging for borrowers given the increased cost of the "risk free" rate.

Currently, said SONIA rates are forecasted to rise over the next 12 months. The result being potentially a more challenging funding environment for borrowers seeking to refinance their existing leverage facilities with the Company. Further, for assets that are expected to be sold over the next 12 months, higher funding costs may lead to higher net initial yield requirements from prospective bidders and therefore lower recovery values. Regarding investment loans where RMII holds a junior ranking position, higher all in yields may result in more pressure on the underlying senior debt facilities' covenants which may result in breaches and potentially events of defaults, in addition to creating a more challenging environment for the borrower's refinancing and alternative exit opportunities.

Collateral risk - RMII's current portfolio is highly exposed to security held against real estate assets. In addition to movements in the interest rate environment (as disclosed above) which may affect property values, geopolitical events may also lead to changes in prospective bidders' appetite towards certain geographies and sectors - both of which may result in lower recovery assessments for property values either owned by RMII and / or against which some of RMII's outstanding loans are secured. Real estate values, as reflected in Real Estate Investment Trust ("REIT") price performance, have been fairly robust over H1 2026.

The Board closely monitors and assesses these continued uncertainties and how they could impact the Company's trading position, investment objective, portfolio and, consequently, its shareholders and, where appropriate, endeavours to mitigate the associated risks.

The Investment Manager and other key service providers provide periodic reports to the Board on operational resilience. The Board is satisfied that the key service providers have the ability to continue their operations efficiently.

Related party transactions

The Company's Investment Manager, RM Capital Markets Limited is considered a related party under the Listing Rules. Details of the amounts paid to the Company's Investment Manager and the Directors during the Period are detailed in the Notes to the Financial Statements.

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 managed wind-down, the Directors considered it appropriate to adopt a basis other than 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 realisation 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.

STATEMENT OF DIRECTORS' RESPONSIBILITY

for the Half-Year Report

The Directors confirm to the best of their knowledge that:

> The condensed set of financial statements contained within the Half-Year report has been prepared in accordance with IAS 34 Interim Financial Reporting.

> The Interim Management Report includes a fair review of the information required by 4.2.7R and 4.2.8R of the FCA's Disclosure Guidance and Transparency Rules.

Norman Crighton
Chair

16 September 2026

FINANCIAL STATEMENTS

CONDENSED UNAUDITED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 30 June 2026

		Six months ended 30 June 2026			Six months ended 30 June 2025			Year ended 31 December 2025*
	Notes	Revenue £'000	Capital £'000	Total £'000	Revenue £'000	Capital £'000	Total £'000	Revenue £'000	Capital £'000	Total £'000
Losses on investments		-	(40)	(40)	-	(3,689)	(3,689)	-	(8,778)	(8,778)
Income	4	83	-	83	1,920	-	1,920	3,417	245	3,662
Investment Management and Incentive fees	5	(220)	-	(220)	(403)	-	(403)	(776)	-	(776)
Other expenses	5	(665)	(96)	(761)	(575)	(1,113)	(1,688)	(945)	(269)	(1,214)
		---------	---------	---------	--------	--------	--------	--------	--------	--------
Return before finance costs and taxation		(802)	(136)	(938)	942	(4,802)	(3,860)	1,696	(8,802)	(7,106)
Finance costs		-	-	-	-	-	-	-	-	-
		---------	---------	---------	--------	--------	--------	--------	--------	--------
Return on ordinary activities before taxation		(802)	(136)	(938)	942	(4,802)	(3,860)	1,696	(8,802)	(7,106)
Taxation	6	-	-	-	-	-	-	-	-	-
		---------	---------	---------	--------	--------	--------	--------	--------	--------
Return on ordinary activities after taxation		(802)	(136)	(938)	942	(4,802)	(3,860)	1,696	(8,802)	(7,106)
		======	======	======	======	======	======	======	======	======
Return per ordinary share (pence)	8	(1.14p)	(0.19p)	(1.33p)	0.97p	(4.96p)	(3.99p)	1.97p	(10.21p)	(8.24p)
		======	======	======	======	======	======	======	======	======

* Audited.

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 period.

The notes form an integral part of these financial statements.

CONDENSED UNAUDITED STATEMENT OF FINANCIAL POSITION

	Notes	As at 30 June 2026 £'000	As at 30 June 2025 £'000	As at 31 December 2025* £'000
Fixed assets
Investments at fair value through profit or loss	3	34,464	56,670	33,937
Current assets
Cash and cash equivalents		7,753	2,306	21,553
Receivables		2,443	3,072	2,973
		----------	----------	----------
		10,196	5,378	24,526
Payables: amounts falling due within one year
Payables		(1,306)	(1,361)	(1,584)
		----------	----------	----------
		(1,306)	(1,361)	(1,584)
Net current assets/(liabilities)		8,890	4,017	22,942
		----------	----------	----------
Total assets less current liabilities		43,354	60,687	56,879
		----------	----------	----------
Net assets		43,354	60,687	56,879
		======	======	======
Capital and reserves: equity
Share capital	7	596	762	762
Capital redemption reserve		579	413	413
Special reserve		66,750	79,425	79,337
Capital reserve		(25,315)	(21,179)	(25,179)
Revenue reserve		744	1,266	1,546
		----------	----------	----------
Total shareholders' funds		43,354	60,687	56,879
		======	======	======
NAV per share - Ordinary Shares (pence)	9	73.33p	80.00p	74.98p
		======	======	======

* Audited.

The financial statements of the Company were approved and authorised for issue by the Board of Directors on 16 September 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.

CONDENSED UNAUDITED STATEMENT OF CHANGES IN EQUITY

For the six months ended 30 June 2026

	Notes	Share capital £'000	Share premium £'000	Capital Redemption reserve £'000	Special reserve £'000	Capital reserve £'000	Revenue reserve £'000	Total £'000
Balance as at beginning of the period		762	-	413	79,337	(25,179)	1,546	56,879
Return on ordinary activities after taxation		-	-	-	-	(136)	(802)	(938)
Buy back of shares	7	-	-	-	(114)	-	-	(114)
Return of capital	7	(166)	-	166	(12,410)	-	-	(12,410)
Buy back of shares and return of capital costs		-	-	-	(63)	-	-	(63)
Dividends paid	10	-	-	-	-	-	-	-
		--------	--------	--------	--------	--------	--------	--------
Balance as at 30 June 2026		596	-	579	66,750	(25,315)	744	43,354
		=====	=====	=====	=====	=====	=====	=====

For the six months ended 30 June 2025

	Notes	Share capital £'000	Share premium £'000	Capital Redemption reserve £'000	Special reserve £'000	Capital reserve £'000	Revenue reserve £'000	Total £'000
Balance as at beginning of the period		978	-	197	96,950	(16,377)	933	82,681
Return on ordinary activities after taxation		-	-	-	-	(4,802)	942	(3,860)
Buy back of shares	7	-	-	-	(65)	-	-	(65)
Return of capital		(216)	-	216	(17,458)	-	-	(17,458)
Buy back of shares and return of capital costs		-	-	-	(2)	-	-	(2)
Dividends paid		-	-	-	-	-	(609)	(609)
		--------	--------	--------	--------	--------	--------	--------
Balance as at 30 June 2025		762	-	413	79,425	(21,179)	1,266	60,687
		=====	=====	=====	=====	=====	=====	=====

For the year ended 31 December 2025 (Audited)

	Notes	Share capital £'000	Share premium £'000	Capital Redemption reserve £'000	Special reserve £'000	Capital reserve £'000	Revenue reserve £'000	Total £'000
Balance as at beginning of the year		978	-	197	96,950	(16,377)	933	82,681
Return on ordinary activities after taxation		-	-	-	-	(8,802)	1,696	(7,106)
Buy back of shares	7	-	-	-	(66)	-	-	(66)
Return of capital	7	(216)	-	216	(17,458)	-	-	(17,458)
Buy back of shares and return of capital costs		-	-	-	(89)	-	-	(89)
Dividends paid	10	-	-	-	-	-	(1,083)	(1,083)
		--------	--------	--------	--------	--------	--------	--------
Balance as at 31 December 2025		762	-	413	79,337	(25,179)	1,546	56,879
		=====	=====	=====	=====	=====	=====	=====

Distributable reserves as at 30 June 2026 amounted to £67,494,000 (30 June 2025: £80,691,000 and December 2025: £70,497,000) which comprise the revenue reserve; capital reserve attributable to realised profits; and the special reserve. The capital reserves attributable to realised profit for the corresponding period/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

CONDENSED UNAUDITED STATEMENT OF CASH FLOWS

For the six months ended 30 June 2026

	Notes	Six months ended  30 June 2026 £'000	Six months ended  30 June 2025 £'000	Year ended  31 December 2025* £'000
Operating activities
Return before finance costs and taxation		(938)	(3,860)	(7,106)
Adjustments for movements not generating an operating cash flow:
Adjustment for losses on investments		(19)	641	5,577
PIK adjustments to the operating cash flow		(210)	(1,228)	(3,060)
Adjustments for balance sheet movements:
Decrease in receivables		530	2,428	1,143
Decrease/(increase) in payables		(279)	(128)	95
		---------	---------	---------
Net cash flow from operating activities		(916)	(2,147)	(3,351)
Investing activities
Private loan repayments/bonds sales proceeds		21	14,992	40,062
Private loans issued/bonds purchases		-	(977)	(5,034)
Purchase of equity investments		(317)	-	-
		---------	---------	---------
Net cash flow from investing activities		(296)	14,015	35,028
Financing activities
Return of capital		(12,410)	(17,458)	(17,458)
Buy back of shares	7	(114)	(65)	(66)
Buy back of shares and return of capital costs		(63)	(2)	(89)
Dividends paid	10	-	(609)	(1,083)
		---------	---------	---------
Net cash flow used in financing activities		(12,587)	(18,134)	(18,696)
Increase/(Decrease) in cash		(13,799)	(6,266)	12,981
		---------	---------	---------
Opening balance at beginning of the year		21,552	8,572	8,572
		---------	---------	---------
Balance as at the year end		7,753	2,306	21,553
		======	======	======

* Audited.

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.

The registered office is 1st Floor, 42 New Broad Street, London, United Kingdom, EC2M 1JD.

2. Basis of preparation and accounting policies

Statement of compliance

The interim unaudited financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and the Disclosure Guidance and Transparency Rules ("DTRs") of the UK's Financial Conduct Authority. They do not include all of the information required for full annual financial statements and should be read in conjunction with the financial statements of the Company as at and for the year ended 31 December 2025. The financial statements for the year ended 31 December 2025 have been prepared in accordance with the UK adopted international accounting standards. The financial information for the year ended 31 December 2025 in the interim unaudited financial statements has been extracted from the audited Annual Report and Accounts.

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.

Going concern

Given the Company is now in managed wind down, the Directors considered it appropriate to adopt a basis other than going concern in preparing the financial statements. Details of the Directors' assessment of the going concern status of the Company are given within this Half-Year Report.

Accounting policies

The accounting policies used by the Company in preparing these interim unaudited financial statements are the same as those applied by the Company in its financial statements as at and for the year ended 31 December 2025.

3. Investment at fair value through profit or loss

	Six months ended  30 June 2026 £'000	Six months ended  30 June 2025 £'000	Year ended  31 December 2025 £'000
Financial assets held:
Equity investments	1,719	1,872	1,719
Bond investments	-	4,870	-
Private loan investments	32,696	49,881	32,259
Forward currency contracts	49	47	(41)
	----------	----------	----------
	34,464	56,670	33,937
	======	======	======

4. Income

		Six months ended  30 June 2026 £'000	Six months ended  30 June 2025 £'000	Year ended  31 December 2025 £'000
Income from investments
Bond and loan interest		(250)	1,633	2,957
Bond and loan - PIK interest		210	147	279
Other income		123	140	181
	----------		----------	----------
Revenue total		83	1,920	3,417
Proceeds from Coventry Street Insurance claim		-	-	245
	----------		----------	----------
Total		-	-	245
	======		======	======

5. Investment management fee and other expenses

	Six months ended  30 June 2026 £'000		Six months ended  30 June 2025 £'000		Year ended  31 December 2025 £'000
Expenses charged to revenue:
Investment management fees	220		338		597
Incentive fee	-		65		179
Investment Management and Incentive fees	220		403		776
Other administration charges	665		575		945
		----------		----------		----------
Total revenue expenses	885		978		1,721
		======		======		======

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.

The Board of Directors have acknowledged that the Company's portfolio is now valued at less than £35 million. The Board has supported the continuation of the current fee arrangement.

Additionally, an incentive fee will be accrued from 20 December 2023, being the date the Company entered managed wind-down, on any loan that is repaid or sold at or above the NAV as at that date, save for those loans where the capital is used to repay any leverage or held as a cash balance for future commitments, of 1.375 per cent. on loans repaid or sold from now until 31 December 2024 and 1.125 per cent. on loans repaid during 2025.

To incentivise the Investment Manager to continue to work on the tail of the portfolio, the Incentive Fee will be subject to the following escrow and payment mechanism: (i) 50 per cent. of the fee will be paid in cash to the Investment Manager at the end of each month when a loan is repaid or sold and (ii) the remaining 50 per cent. will, so long as the Shares trade at a discount to the latest published NAV, be used by the Company to buy back Shares on the market and otherwise held by the Company in escrow.

The newly acquired Shares purchased as a result of the payment of the Incentive Fee under (ii) above will be held by the Company in treasury until the Company is liquidated, and, together with cash amounts held in escrow will vest to the Investment Manager in the following proportions depending on the amount of aggregated net proceeds distributed to Shareholders:

•    100 per cent. at or above the Reference NAV; or

•    90 per cent. at or greater than 99 per cent. and less than 100 per cent. of the Reference NAV; or

•    80 per cent. at or greater than 98 per cent. and less than 99 per cent. of the Reference NAV; or

•    70 per cent. at or greater than 97 per cent. and less than 98 per cent. of the Reference NAV; or

•    60 per cent. at or greater than 96 per cent. and less than 97 per cent. of the Reference NAV; or

•    50 per cent. at or greater than 95 per cent. and less than 96 per cent. of the Reference NAV; or

•    40 per cent. at or greater than 94 per cent. and less than 95 per cent. of the Reference NAV; or

•    30 per cent. at or greater than 93 per cent. and less than 94 per cent. of the Reference NAV; or

•    20 per cent. at or greater than 92 per cent. and less than 93 per cent. of the Reference NAV; or

•    10 per cent. at or greater than 91 per cent. and less than 92 per cent. of the Reference NAV; or

•    0 per cent. below 91 per cent. of the Reference NAV.

Any shares held in treasury which vest to the Investment Manager will be transferred to it to settle the Company's obligation to pay the remaining part of the Incentive Fee. The Board notes that for companies with a premium listing, the Investment Associations preference is for no more than 10 per cent. of their shares to be held in treasury but, given the special use of treasury shares in this case, believe the use of treasury shares in this manner is in the best interests of the Company. To the extent that the number of treasury shares to be transferred to the Investment Manager would otherwise be equal to or greater than 20 per cent. of the Company's issued share capital at the time, the Company will deliver such number of treasury Shares as represents one Share less than 20 per cent of the Company's issued share capital and instead shall pay the Investment Manager upon the liquidation of the Company an amount equal to the number of undelivered Shares multiplied by the amount distributed upon every Share in the liquidation, with such liability to be paid pro rata alongside all other distributions to Shareholders.

If the Shares are trading at a premium to the prevailing NAV, the remaining 50 per cent. of the fee under (ii) above will be held in escrow in liquid funds by the Company. Any dividends paid or declared in respect of the Shares acquired under (ii), together with any capital distributions made to Shareholders, will be held by the Company in escrow until the incentive vests as set out above.

The incentive fee for the period ended 30 June 2026 amounted to £nil.

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.

There is no performance fee payable to the Investment Manager.

 6. Taxation

	Six months ended 30 June 2026			Six months ended 30 June 2025			Year ended 31 December 2025
	Revenue £'000	Capital £'000	Total £'000	Revenue £'000	Capital £'000	Total £'000	Revenue £'000	Capital £'000	Total £'000
Analysis of tax charge/(credit) for the period/year:
Corporation tax	-	-	-	-	-	-	-	-	-
	-------	-------	-------	-------	-------	-------	-------	-------	-------
Total current tax charge	-	-	-	-	-	-	-	-	-
	====	====	====	====	====	====	====	====	====

7. Share capital

	As at 30 June 2026		As at 30 June 2025		As at 31 December 2025
	No. of Shares	£'000	No. of Shares	£'000	No. of Shares	£'000
Allotted, issued & fully paid:
Ordinary Shares of 1p	59,664,094	597	76,220,200	762	76,220,200	762
	==========	=====	==========	=====	==========	=====

At the period end, the Company has 59,664,094 (30 June 2025: 76,220,200; 31 December 2025: 76,220,200) Ordinary Shares in issue of which the total number with voting rights is 59,122,712 (30 June 2025: 97,578,426; 31 December 2025: 97,578,426) and 541,382 (30 June 2025: 358,639; 31 December 2025: 360,822) Ordinary Shares held in Treasury.

Share movement

The table below sets out the share movement for the six months ended 30 June 2026.

	Opening balance	Tender offer - shares redeemed	Shares issued	Shares bought back into Treasury	Shares held in Treasury	Shares in issue at 30 June 2026
Ordinary Shares	76,220,200	(16,556,106)	-	(180,560)	180,560	59,664,094
	========	========	========	========	========	========

The table below sets out the share movement for the six months ended 30 June 2025.

	Opening balance	Tender offer - shares redeemed	Shares issued	Shares bought back into Treasury	Shares held in Treasury	Shares in issue at 30 June 2025
Ordinary Shares	97,848,021	(21,627,821)	-	(89,044)	89,044	76,220,200
	=========	=========	=========	=========	=========	=========

The table below sets out the share movement for the year ended 31 December 2025.

	Opening balance	Tender offer - shares redeemed	Shares issued	Shares bought back into Treasury	Shares held in Treasury	Shares in issue at 31 December 2025
Ordinary Shares	97,848,021	(21,627,821)	-	(91,227)	91,227	76,220,200
	=========	=========	=========	=========	=========	=========

During the period ended 30 June 2026, the Company bought back 180,560 (30 June 2026: 89,044; 31 December 2025: 91,227) Ordinary Shares for an aggregate cost of £113,530 (30 June 2025: £65,000; 31 December 2025: £66,000). See Note 5 for more details of this buy back. The Company also returned capital as a result of a Tender Offer amounting to 16,556,106 (30 June 2025: 21,627,821; 31 December 2025: £21,627,821) Ordinary shares for an aggregate cost of £12,379,000 (30 June 2025: £17,458,260; 31 December 2025: £17,458,260).

8. Return per ordinary share

Total return per Ordinary Share is based on the loss on ordinary activities after taxation of £938,000 (30 June 2025: £3,860,000; 31 December 2025: £7,106,000).

Based on the weighted average of number of 70,613,348 (30 June 2025: 96,800,479; 31 December 2025: 86,244,132) Ordinary Shares in issue for the six months ended 30 June 2026, the returns per share were as follows:

	Six months ended 30 June 2026			Six months ended 30 June 2025
	Revenue	Capital	Total	Revenue	Capital	Total
Return per ordinary share	(1.14p)	(0.19p)	(1.33p)	0.97p	(4.96p)	(3.99p)
	=======	=======	=======	=======	=======	=======

				Year ended 31 December 2025
				Revenue	Capital	Total
Return per ordinary share				1.97p	(10.21p)	(8.24p)
				=======	=======	=======

9. Net asset value per share

The net asset value per share is based on Company's total shareholders' funds of £43,354,000 (30 June 2025: £60,687,000; 31 December 2025: £56,879,000), and on 59,122,712 (30 June 2025: 75,861,561; 31 December 2025: 75,859,378) Ordinary Shares in issue at the year end.

10. Dividend

As announced with effect from 29 May 2025, the Board resolved to amend the Company's dividend payment frequency from a quarterly to a semi-annual basis. The Company announced on 17 September 2026 a final dividend of 1.20 pence per share for the period ending 31 December 2025, payable on 16 October 2026.

Following payment of this dividend, the Company is not currently forecasting any future dividend payments until the end of the Managed Wind-down process.

11. Related party transaction

Fees payable to the Investment Manager are shown in the Statement of Comprehensive Income. As at 30 June 2026 the fee outstanding to the Investment Manager was £95,000 (30 June 2025: £103,000; 31 December 2025: £127,000).

The Directors had the following shareholdings in the Company, all of which are beneficially owned.

	As at 30 June 2026 Ordinary shares	As at 30 June 2025 Ordinary shares	As at 31 December 2025 Ordinary shares
Norman Crighton	18,037	29,982	29,982
Guy Heald	20,000	20,000	20,000
Marlene Wood	16,638	16,638	16,638
	======	======	======

12. Classification of financial instruments

IFRS 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

Inputs are quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date.

Level 2

Inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3

Inputs are unobservable for the asset or liability.

The classification of the Company's investments held at fair value through profit or loss is detailed in the table below:

	30 June 2026				30 June 2025
	Level 1 £'000	Level 2 £'000	Level 3 £'000	Total £'000	Level 1 £'000	Level 2 £'000	Level 3 £'000	Total £'000
Financial assets:
Financial assets - Private loans and bonds	-	-	-	-	-	4,870	-	4,870
Financial assets - Private loans	-	-	32,696	32,696	-	-	49,881	49,881
Financial assets - Equity investment	-	-	1,719	1,719	-	-	1,872	1,872
Forward contract unrealised gain	-	49	-	49	-	47	-	47
	--------	--------	--------	--------	--------	--------	--------	--------
Net financial assets	-	49	34,415	34,464	-	4,971	51,753	56,670
	=====	=====	=====	=====	=====	=====	=====	=====

* As at 30 June 2026, the net unrealised gain of £49,000 (30 June 2025: gain of £47,000) on forwards is recognised within other creditors in the Statement of Financial Position.

					31 December 2025
					Level 1 £'000	Level 2 £'000	Level 3 £'000	Total £'000
Financial assets:
Financial assets - Bond investments					-	-	-	-
Financial assets - Private loans					-	-	32,259	32,259
Financial assets - Equity investment					-	-	1,719	1,719
Forward contract unrealised loss*					-	(41)	-	(41)
					--------	--------	--------	--------
Net financial assets					-	(41)	33,978	33,937
					=====	=====	=====	=====

* The forward exchange contract has been presented at net exposure with the net unrealised loss of £41,000 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 movements between levels during the reporting period. The Company considers factors that may necessitate the transfers between levels using the definition of the levels 1, 2 and 3 above.

13. Post balance sheet events

There are no other post period end events other than those disclosed in this report.

14. Status of this report

These financial statements are not the Company's statutory accounts for the purposes of section 434 of the Companies Act 2006. They are unaudited. The Half-Year Report will be made available to the public at the registered office of the Company. The report will be available in electronic format on the Investment Manager's website https://rm-funds.co.uk/ .

The Half-Year Report was approved by the Board on 16 September 2026.

ALTERNATIVE PERFORMANCE MEASURES ("APMS")

Discount

The amount, expressed as a percentage, by which the share price is less than the Net Asset Value per share.

As at 30 June 2026			Per Share
NAV per Ordinary Share (p)	a		73.33
Share price (p)	b		52.80
Discount	(b/a)-1		(28.00)%
			=======

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 30 June 2026			NAV	Share Price
Opening at 1 January 2026 (p)	a		74.98	63.75
Closing at 30 June 2026 (p)	b		73.33	52.80
Dividend payment	c		1.0000	1.0000
Adjusted closing (d = b x c)	d		73.33	52.80
Total return	(d/a)-1		(2.20)%	(17.18)%
			=======	=======

For further information, please contact:

RM Funds - Investment Manager James Robson Thomas Le Grix De La Salle	0131 603 7060
Singer Capital Markets - Financial Adviser and Broker James Maxwell James Fischer	020 7496 3000
NCM Fund Services Limited - Administrator and Company Secretary Shona Darling	0333 188 9168

About RM Infrastructure Income Plc 

The Company is a closed-ended investment trust established to invest in a portfolio of secured debt instruments.

On 20 December 2023, shareholders approved the implementation of the Managed Wind-down of the Company. Accordingly, the Company's investment objective was restated as follows: "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."

For more information, please refer to the Company's website at https://rm-funds.co.uk/rm-infrastructure-income-2/. The content of the Company's website referred to in this announcement is not incorporated into and does not form part of this announcement.

About RM Funds

RM Funds is an alternative asset manager. Founded in 2010, with offices in Edinburgh, and London, the firm manages capital on behalf of institutional investors, multi-asset allocators, wealth managers and retail investors. RM Funds focuses on real asset investing across liquid alternatives and private markets.

RM Funds is a delivery partner to the British Business Bank in connection with the Coronavirus Business Interruption Loan Scheme. RM Funds is a trading name of RM Capital Markets Limited.

 

END