Job No: 104615 Proof Event: 9 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Apex Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
RM Infrastructure Income PLC Annual Report & Accounts 2025
RM Infrastructure Income PLC
Annual Report & Accounts
for the year ended 31 December 2025
2025

Job No: 104615 Proof Event: 9 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Apex Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Contents
Strategic report Page
About us 1
Portfolio at a glance 2
Market 6
Company objectives 7
Chair’s statement 8
Investment Manager’s report 10
Investment policy, results and other information 13
Risks and risk management 15
Stakeholder engagement 17
Environmental, Social and Governance (“ESG”) 20
Governance
Directors’ report 24
Corporate governance 29
Directors’ remuneration report 34
Report of the Audit and Management Engagement Committee 36
Directors’ responsibility statement 38
Independent Auditor’s report 39
Financial statements
Statement of comprehensive income 46
Statement of financial position 47
Statement of changes in equity 48
Statement of cash flows 49
Notes to the financial statements 50
Other information
Alternative Performance Measures (“APMs”) 70
Glossary 72
Company Information 74
Notice of Annual General Meeting 75
Notes to Notice of Annual General Meeting 76
RM Infrastructure Income PLC
Annual Report & Accounts 2025
rm-funds.co.uk

1
RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report >
Governance
Financial statements
Other Information
Portfolio at a glance
Market
Company objectives
Chair’s statement
Investment Manager’s report
Investment policy, results and other information
Risks and risk management
Stakeholder engagement
ESG
Job No: 104615 Proof Event: 12 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
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.
0.625p
Dividend pence per share
3.15x
Dividend cover
-10.13%
NAV Total Return
£56.9m
Net assets
Company highlights (as at 31 December 2025)

2
RM Infrastructure Income PLC
Annual Report & Accounts 2025
Job No: 14615 Proof Event: 12 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
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Portfolio at a glance
Financial information
Financial information
Year ended
31 December 2025
Year ended
31 December 2024
Net Asset Value (“NAV”) (£’000) 56,879 82,681
NAV per Ordinary Share (pence) 74.98 84.73
Ordinary Share price (pence) 63.75 73.50
Ordinary Share price discount to NAV (%)
1
14.98 13.25
Ongoing charges (%)
1
1.96 1.79
Performance summary % change
2,4
% change
3,4
Total return – Ordinary Share NAV and dividends (%)
1
-10.13 +2.62
Total return – Ordinary Share price and dividends (%)
1
-11.67 +7.93
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%.
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 on pages 70 and 71.

3
RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report >
Governance
Financial statements
Other Information
Portfolio at a glance
Market
Company objectives
Chair’s statement
Investment Manager’s report
Investment policy, results and other information
Risks and risk management
Stakeholder engagement
ESG
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Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
RMII Share Price Total Return of: 13.42%
RMII NAV Total Return of: 30.54%
Morningstar Global Leveraged Loan 100 GBP Hedged Total Return of: 44.53%
Apr 25
Jul 25
Oct 25
Dec 25
Jan 18
Apr 18
Jul 18
Oct 18
Jan 17
Apr 17
Jul 17
Oct 17
Jan 19
Apr 19
Jul 19
Oct 19
Jan 20
Apr 20
Jul 20
Oct 20
Jan 21
Apr 21
Jul 21
Oct 21
Jan 22
Apr 22
Jul 22
Oct 22
Jan 23
Apr 23
Jul 23
Oct 23
Jan 24
Jan 25
80
90
100
110
120
130
140
150
Apr 24
Jul 24
Oct 24
Cumulative Total Return since inception
1
1. Cumulative NAV performance rebased at 100 on Jan 2017 and assumes dividends are reinvested at NAV and includes compounding.

4
RM Infrastructure Income PLC
Annual Report & Accounts 2025
Job No: 14615 Proof Event: 12 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
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Business activity
Investment type
(Private/Public/Bond)
Valuation
2
£’000
Percentage of
NAV (%)
Manufacturing Private loans 8,178 14.4
Healthcare Private loans 5,888 10.4
Accommodation Private loans 4,251 7.5
Energy Efficiency Private loans 3,779 6.6
Hotel & Leisure Private loans 2,876 5.1
Energy Efficiency Private loans 2,700 4.7
Hotel & Leisure Private loans 1,598 2.8
Energy Efficiency Preference shares 1,286 2.3
Energy Efficiency Private loans 1,003 1.8
Hotel & Leisure Private loans 481 0.8
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.
Portfolio at a glance
continued
Portfolio
1
(as at 31 December 2025)
Largest 10 loans by drawn amounts across the entire portfolio

5
RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report >
Governance
Financial statements
Other Information
Portfolio at a glance
Market
Company objectives
Chair’s statement
Investment Manager’s report
Investment policy, results and other information
Risks and risk management
Stakeholder engagement
ESG
Job No: 104615 Proof Event: 12 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Ref
Borrower
name Deal type Sector Subsector Nominal
2
(£)
Market
value (£) Payment
Expected
Maturity
3
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.
Full portfolio
1
(as at 31 December 2025)

6
RM Infrastructure Income PLC
Annual Report & Accounts 2025
Job No: 14615 Proof Event: 12 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Job No: 104615 Proof Event: 12 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Market
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.
200
250
300
350
400
450
Jan 2025
Feb 2025
Mar 2025
Apr 2025
May 2025
Jun 2025
Jul 2025
Aug 2025
Sep 2025
Oct 2025
Nov 2025
Dec 2025
Jan 2026
Spread, basis points
Markit iTraxx Europe Crossover index
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.

7
RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report >
Governance
Financial statements
Other Information
Portfolio at a glance
Market
Company objectives
Chair’s statement
Investment Manager’s report
Investment policy, results and other information
Risks and risk management
Stakeholder engagement
ESG
Job No: 104615 Proof Event: 12 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
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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.

8
RM Infrastructure Income PLC
Annual Report & Accounts 2025
Job No: 14615 Proof Event: 12 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
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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.
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

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RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report >
Governance
Financial statements
Other Information
Portfolio at a glance
Market
Company objectives
Chair’s statement
Investment Manager’s report
Investment policy, results and other information
Risks and risk management
Stakeholder engagement
ESG
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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

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RM Infrastructure Income PLC
Annual Report & Accounts 2025
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Investment Manager’s report
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
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%.
-30.00%
-25.00%
-20.00%
-15.00%
-10.00%
-5.00%
0.00%
5.00%
10.00%
Jan 17
May 17
May 18
Aug 17
Nov 17
Nov 18
Feb 18
Aug18
Mar 19
Jun 19
Sep 19
Dec 19
Dec 20
Jun 20
Jan 22
Jan 23
Jul 21
Jul 22
Mar 20
Mar 21
Sep 20
Oct 21
Oct 22
Apr 22
Aug 23
Aug 24
Apr 23
Nov 23
Nov 24
May 25
Feb 24
Feb 25
May 24
Dec 25
Sep 25
RM Infrastructure Income – Prem/Disc to NAV
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.

11
RM Infrastructure Income PLC
Annual Report & Accounts 2025
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Investment policy, results and other information
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Stakeholder engagement
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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 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.

12
RM Infrastructure Income PLC
Annual Report & Accounts 2025
Job No: 14615 Proof Event: 12 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Job No: 104615 Proof Event: 12 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Investment Manager’s report
continued
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

13
RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report >
Governance
Financial statements
Other Information
Portfolio at a glance
Market
Company objectives
Chair’s statement
Investment Manager’s report
Investment policy, results and other information
Risks and risk management
Stakeholder engagement
ESG
Job No: 104615 Proof Event: 12 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
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.
Investment policy, results
and other information

14
RM Infrastructure Income PLC
Annual Report & Accounts 2025
Job No: 14615 Proof Event: 12 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Job No: 104615 Proof Event: 12 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
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.
Investment policy, results
and other information
continued

15
RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report >
Governance
Financial statements
Other Information
Portfolio at a glance
Market
Company objectives
Chair’s statement
Investment Manager’s report
Investment policy, results and other information
Risks and risk management
Stakeholder engagement
ESG
Job No: 104615 Proof Event: 12 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
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,

16
RM Infrastructure Income PLC
Annual Report & Accounts 2025
Job No: 14615 Proof Event: 12 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Job No: 104615 Proof Event: 12 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
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.
Risks and risk management
continued

17
RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report >
Governance
Financial statements
Other Information
Portfolio at a glance
Market
Company objectives
Chair’s statement
Investment Manager’s report
Investment policy, results and other information
Risks and risk management
Stakeholder engagement
ESG
Job No: 104615 Proof Event: 12 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Promoting the success of the Company
This section of the Annual Report covers the Board’s considerations and
activities in discharging their duties under s.172(1) of the Companies Act
2006, in promoting the success of the Company for the benefit of its
members as a whole. This statement includes consideration of the likely
consequences of the decisions of the Board in the longer term, how the
Board has taken wider stakeholders’ needs into account and the impact
of the Company’s operations on the environment.
The Board, together with the Investment Manager, sets an overall
investment strategy and reviews this on an ongoing basis. The Board
is ultimately responsible for all stakeholder engagement, however as
an externally managed investment Company, the Company does not
have any employees, rather it employs external suppliers to fulfil a
range of functions, including investment management, secretarial,
administration, custodial, broking, valuation, marketing and banking
services. All these service providers help the Board to fulfil its
responsibility to engage with stakeholders and it should be noted are
also, in turn, stakeholders themselves.
The Board has identified the major stakeholders in the Company’s
business. On an ongoing basis, the Board monitors both potential and
actual impacts of the decisions it makes in respect of the Company
upon those major stakeholders identified.
Stakeholder engagement
Stakeholder Engagement and key Board decisions
Company service
providers
The Board believes that positive relationships with each of the Company’s service providers and between service
providers is important in supporting the Company’s long-term success.
In order to foster strong working relationships, the Company’s key service providers (the Investment Manager, AIFM,
Broker, Company Secretary and Administrator) are invited to attend quarterly Board meetings to present their
respective reports which enable the Board to exercise effective oversight of the Company’s activities.
Separately, the Auditor is invited to attend the Audit and Management Engagement Committee meeting at least
twice per year. The Audit and Management Engagement Committee Chair maintains regular contact with the Audit
Partner to ensure the audit process is undertaken effectively.
The Board and advisers seek to maintain constructive relationships with the Company’s suppliers on behalf of
the Company through regular communications, meetings and the provision of relevant information and update
meetings.
The Board has also spent time engaging with the Company’s key service providers outside of scheduled Board
meetings to develop its working relationship with those service providers and ensure the smooth operational
function of the Company. One of the most significant service providers for the Company’s long-term success is the
AIFM who have engaged the Investment Manager for the purpose of providing investment advisory services to the
Company. The Board regularly monitors the Company’s investment performance in relation to its objectives and
investment policy and strategy.
The Board receives and reviews regular reports and presentations from both the AIFM and Investment Manager and
seeks to maintain regular contact to ensure a constructive working relationship. Representatives of the Investment
Manager attend Board meetings. The Investment Manager’s remuneration is based on the NAV of the Company
which aligns their interests with those of Shareholders. Since the Company commenced its managed wind-down
process which was approved by shareholders at a General Meeting held on 20 December 2023, an incentive fee
was approved that is based on any Loan that is repaid or sold at or above NAV and thereby further aligning the
Investment Manager to the interest of the Company’s shareholders during the wind-down process.
On an annual basis, the Board reviews the continuing appointment of each service provider to ensure
re-appointment is in the best interests of the Company’s Shareholders.

18
RM Infrastructure Income PLC
Annual Report & Accounts 2025
Job No: 14615 Proof Event: 12 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Job No: 104615 Proof Event: 12 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Stakeholder Engagement and key Board decisions
Shareholders To help the Board with its aim to act as fairly as possible between the Company’s members, it seeks to ensure
effective communication is provided to all Shareholders. Meetings with Shareholders help the Board to better
understand their needs and concerns and will inform the Board’s decision-making. The Board communicate with
Shareholders through:
>
Annual and interim reports
>
Dedicated Company website
>
Regular market announcements
>
Factsheets
>
Investor roadshows and presentations
>
Dialogue with shareholders
>
Annual General Meeting
The Board encourages Shareholders to attend and participate in the Company’s Annual General Meeting (“AGM”)
to meet the Board and Investment Manager. The Company values any feedback and questions it may receive from
Shareholders ahead of and during the AGM.
The Board believes that Shareholders can only make informed decisions if they have access to relevant information
on a timely basis. To provide transparency a variety of methods of communication are used. The Company’s
website www.rm-funds.co.uk/rm-infrastructure-income/ is considered an essential communication channel
and information hub for Shareholders. As such, it includes full details of the revised investment objective, along
with news, opinions, disclosures, results and key information documents. The Annual and Interim reports and
accounts are published on the Company’s website and available as a printed copy on request. The date of the AGM
is published in advance (online and within the Annual Report) and the full Board is normally available to meet and
speak with all Shareholders who attend it. Directors are also available to meet with Shareholders during the year.
In addition, Factsheets, providing performance information are published monthly and are also available on the
Company’s website.
Borrowers During the year, the Board met with several borrowers and management both in person and by video conference.
As the wind-down process continues, it is expected that the Board will have many more meetings during 2026 in
order to understand the issues these businesses face and maximise value for Shareholders.
The Investment Manager ensures that the Company applies the correct approach to credit, limiting the exposure
and reducing any loss in the event of default. The Company’s credit risk is well controlled, significantly reducing the
risk that impairments will put the dividend under pressure.
During the year under review, the Investment Manager considered prospective borrowers and took account of two
credit considerations:
> how much debt can the borrower afford to take on? The Investment Manager will assess the maximum level of
debt the borrower can afford by using internal proprietary models. The exposure of the borrower is determined
by the levels of visible net cash flows the borrower has. The Investment Manager believes that this is the most
suitable metric for determining repayment by the borrower rather than simple turnover or sales-based metrics;
and
> how secure are the assets and/or the cash flows that the Company has security over? The Investment Manager
will assess the assets of the borrower and their likely residual values and/or cash flows and their continued
viability.
The Investment Manager has long-standing relationships with investment banks, commercial banks, challenger
banks, financial advisory firms, sponsors and borrowers, providing access to investment opportunities.
Stakeholder engagement
continued

19
RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report >
Governance
Financial statements
Other Information
Portfolio at a glance
Market
Company objectives
Chair’s statement
Investment Manager’s report
Investment policy, results and other information
Risks and risk management
Stakeholder engagement
ESG
Job No: 104615 Proof Event: 12 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Stakeholder Engagement and key Board decisions
Wider community
and the
Environment
The Investment Manager, as steward of the Company’s assets, engages with the portfolio companies to ensure
high standards of governance. The investment strategy of the Company is predicated upon the commitment of
portfolio companies to act in the interests of all stakeholders. In making investment decisions, the Investment
Manager takes into account qualitative measures such as the environmental and social impact of a Company as
well as financial and operational measures.
The Company has articulated its policy on ESG factors involved in the investment decision-making and evidence of
constructive engagement with investee companies. The ESG policy is available on the Company’s website.
In summary, the Directors are cognizant of their duties enshrined in Section 172 of the Companies Act 2006 to make decisions taking into account
the long-term consequences of all the Company’s key stakeholders.

20
RM Infrastructure Income PLC
Annual Report & Accounts 2025
Job No: 14615 Proof Event: 12 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Job No: 104615 Proof Event: 12 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
In recognition of the need to fulfil the Company’s investment objective,
the Board works closely with the Investment Manager in developing
its investment strategy and underlying policies in an effective and
responsible way in the interests of Shareholders, potential investors
and the wider community.
The Board and the Investment Manager recognise that investments
can have a direct impact on society and the planet and with this comes
a responsibility to positively allocate capital to companies who act to
avoid harm, benefit stakeholders and contribute to solutions.
Our philosophy is to give investors visibility over the impact of our
investments and to endeavour to report on progress. RM Funds
seeks to actively and productively engage with investee companies to
achieve mutually beneficial outcomes.
Wherever possible RM Funds seeks to identify investments beneficial
for contributing towards defined Sustainable Development Goal
outcomes.
RM Funds is signatory to the United Nations Principles for Responsible
Investment (“UN PRI”), is fully committed to the UK Stewardship Code
and RM Funds is proud to publicly support the Paris Agreement and
Task Force on Climate-related Financial Disclosures (“TCFD”). The
2021 PRI Scorecard can be reviewed on the Company website: www.
rm-funds.co.uk/wp-content/uploads/2022/10/2021-Assessment-
Report-for-RM-Funds-1.pdf
The Board and the Investment Manager believe that responsible
investment is important and have long been committed to high ESG
standards, integrating ESG factors into the investment process and
ensuring there is active engagement wherever possible with portfolio
companies to help them improve their ESG processes.
The UN PRI is a framework of six principles which RM Funds, as
signatory, has incorporated into its business (https://www.unpri.org/
about-us/what-are-the-principles-for responsible-investment).
The UN PRI is a network of those in the investment community who
work together to ensure that ESG considerations are integrated into
the investment process. Further details can be found at https://
www.unpri.org/PRI. As a signatory to the Principles, the Investment
Manager publicly commits to adopt and implement them, where
consistent with their fiduciary responsibilities. The Board is supportive
of the Investment Manager’s approach.
RM Funds has an extensive Responsible Investment Policy which
negatively screens any investment which does not align with our ESG
philosophy. In considering ESG issues and factors, RM Funds takes into
account the requirements of the UN Guiding Principles on Business
and Human Rights, the factors set out in the SASB Materiality Map,
the targets of the Sustainable Development Goals, and the measures
needed to meet the Paris Climate Commitment. Furthermore, RMII
seeks to positively allocate capital to sectors and investments that
can meaningfully help achieve contributions towards UN Sustainable
Development Goals 3, 4, 7, 11, 12 & 13 (https://www.un.org/
sustainable development/sustainable-development-goals/).
In partnership with The Good Economy, RM Funds has developed
an impact framework that scores transactions according to the ESG
and Impact outcomes. The scoring framework is designed to assess
the core borrower ESG performance in conjunction with the impact
outcomes of the capital invested. The approach has been deliberately
aligned with recognised impact standards and incorporates a score
that is the sum of identifiable Environmental & Social outcomes,
combined with factors that recognise our capital contribution and
borrower intentionality towards the desired outcomes. External rigour
is provided by The Good Economy, who act as the impact assurance
and reporting partner for our investors.
The Company is categorised as a lower energy user under the HMRC
Environmental Reporting Guidelines March 2019 and is therefore
not required to make the detailed disclosures of energy and carbon
information set out within the guidelines. The Company’s energy and
carbon information is not therefore disclosed in this report.
The Company has no greenhouse gas emissions to report from its
operations, nor does it have responsibility for any other emissions
producing sources under the Companies Act 2006 (Strategic Report
and Directors’ Reports) Regulations 2013.
Culture
A Company’s culture would typically be defined as the beliefs
and behaviours that determine how a Company’s employees and
management interact. As an investment trust, the Company has no
employees, but it recognises the importance of culture and the need
to align the culture with the Company’s investment policy, values and
strategy. The Board’s culture promotes strong governance and debate
and the Company is committed to acting professionally, fairly and
with integrity in all its business dealings and relationships in which it
operates, mindful of the interests of all stakeholders.
Employees
The Company has no employees. As at 31 December 2025, the
Company had three Directors of whom one is female and two are
male. The Board’s policy on diversity is contained in the Corporate
Governance Report.
Social, community and human rights issues
The Company, as an investment Company, has no direct impact on
social, community, environmental or human rights matters.
Modern slavery disclosure
Due to the nature of the Company’s business, being a Company
with no employees that does not offer goods or services directly to
consumers, the Board considers that it is not within the scope of
modern slavery. The Board considers the Company’s supply chains,
dealing predominately with professional advisers and service providers
in the financial service industry, to be low risk in relation to this matter.
Environmental, Social and
Governance (“ESG”)

21
RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report >
Governance
Financial statements
Other Information
Portfolio at a glance
Market
Company objectives
Chair’s statement
Investment Manager’s report
Investment policy, results and other information
Risks and risk management
Stakeholder engagement
ESG
Job No: 104615 Proof Event: 12 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Board composition and succession planning
The Directors have a broad range of relevant skills required to
fulfil their duties as custodians of Shareholders investments. The
composition of the Board is reviewed at each board meeting and any
issues identified will be addressed as deemed necessary. The Directors
have considered succession planning, however they believe it will be
difficult to recruit additional Board members, given the likely short life
of the Company now that it is in wind-down and have each committed
to serve the Company as Board members until it is placed into
liquidation or until it is wound up.
Outlook
The outlook for the Company is discussed in the Chair’s Statement on
page 9.
Strategic report
The Strategic Report set out on pages 1 to 21 of this Annual Report was
approved by the Board of Directors on 1 May 2026.
For and on behalf of the Board
Norman Crighton
Chair
1 May 2026

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Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
22

Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
23
Governance
RM Infrastructure Income PLC
Annual Report & Accounts 2025

RM Infrastructure Income PLC
Annual Report & Accounts 2025
24
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Directors’ report
The Directors present their report and the audited financial statements
of the Company for the year ended 31 December 2025.
The Directors of the Company who were in office during the year and
up to the date of signing the financial statements were:
Norman Crighton (Chair)
Marlene Wood
Guy Heald
Strategic report
The Directors’ Report should be read in conjunction with the Strategic
Report on pages 1 to 21.
Corporate governance
The Corporate Governance Statement on pages 29 to 33 forms part
of this report.
Legal and taxation status
The Company is an Investment Company within the meaning of
Section 833 of the Companies Act 2006. The manner in which the
Company conducts its affairs meets the requirements for approval
as an investment trust under Section 1158 of the Corporation Tax
Act 2010. The Company has received approval as an investment
trust and the Company must meet eligibility conditions and ongoing
requirements in order for investment trust status to be maintained. In
the opinion of the Directors, the Company has met the conditions and
requirements for approval as an investment trust for the year ended
31 December 2025 and intends to continue to do so.
Market information
The Company’s share capital is listed on the London Stock Exchange.
The NAV per Share is calculated in sterling for each business month
that the London Stock Exchange is open for business. The monthly
NAV per Share is published through a regulatory information service.
Investment Manager
RM Capital Markets Limited (“RM Funds”) is the Company’s Investment
Manager and is regulated by the Financial Conduct Authority.
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 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 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 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

RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report
Governance >
Financial statements
Other information
Directors’ report
Corporate governance
Directors’ remuneration policy report
Directors’ remuneration report
Report of the Audit and Management Engagement Committee
Directors’ responsibility statement
Independent Auditor’s report
25
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
> 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 Association’s
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, believes the use of treasury shares in this manner is in the best
interests of the Company. In the event that the number of treasury
shares to be transferred to the Investment Manager were to be equal
to or greater than 20 per cent. of the Company’s issued share capital
at the time, the Company would not deliver those shares and instead
accrue a liability to the Investment Manager equal to the number of
undelivered shares multiplied by the amount distributed per other
ordinary share in the liquidation, to be paid pro rata alongside all other
distributions to Shareholders.
In the event that 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.
In accordance with the Directors’ policy on the allocation of expenses,
100% of the management fee payable is charged to revenue.
The Board reviews this policy on a periodic basis and confirms this
allocation remains consistent with their expectations of future returns
from the portfolio.
Alternative Investment Fund Portfolio Managers Directive
(“AIFMD”)
In accordance with the AIFMD, the AIFM must ensure that an annual
report containing certain information on the Company is made
available to investors for each financial year. The investment funds
sourcebook of the FCA (the “Sourcebook”) details the requirements
of the annual report. All the information required by those rules
is included in this Annual Report or will be made available on the
Company’s website.
Alternative Investment Fund Manager (“AIFM”)
The Company is classified as an Alternative Investment Fund under
the AIFMD and has appointed FundRock Management Company
(Guernsey) Limited as its AIFM. The AIFM is responsible for portfolio
management of the Company, including the following services:
> Risk management – Portfolio management is delegated to the
Investment Adviser;
> Review financial reporting prepared by the Administrator;
> Ensuring compliance with AIFMD regulations and reporting; and
> Monitor and ensure compliance with investment and cash
restrictions and debt covenants.
Under the terms of the AIFM Agreement and with effect from
Admission, the AIFM shall be entitled to receive from the Company
a fee to be calculated and accrued monthly in arrears at a rate
equivalent to 0.125% of the Company’s NAV subject to an annualised
minimum of £85,000 applied on a monthly basis. An annual review of
the minimum fee will take place on 1 May each year. The AIFM is also
entitled to reimbursement of reasonable expenses incurred by it in the
performance of its duties.
The AIFM Agreement is terminable by either the AIFM or the Company
giving to the other not less than six months’ written notice. The
AIFM Agreement may be terminated with immediate effect on the
occurrence of certain events, including insolvency, on a change of
control of the AIFM or in the event of a material breach which fails to
be remedied within 30 days of receipt of notice. The AIFM Agreement
shall terminate immediately if the Investment Management Agreement
is terminated for whatever reason.
The AIFM must ensure that an annual report containing certain
information on the Company is made available to investors for each
financial year.
Leverage
The AIFM is required to set leverage limits as a percentage of net
assets for the Company utilising methods prescribed under AIFMD.
These methods are known as the Gross Method and the Commitment
Method. Under both methods the AIFM has set the current maximum
limits of leverage for the Company of 120%. A leverage percentage of
100% or below equates to nil leverage. The Company’s leverage under
each of these methods at the year end is shown below:
Gross method
Commitment
method
Maximum leverage limit 120% 120%
Actual leverage at 31 December 2025 41.42% 100%
Management engagement
The Board has reviewed the Investment Manager’s and AIFM
engagement, including its management processes, risk controls and
the quality of support provided to the Company and believes that its
continuing appointment, remains in the interests of Shareholders at
this time. Such a review is carried out on at least an annual basis. The
last review was undertaken at a meeting of the Audit and Management
Engagement Committee held on 6 November 2025.
Treasury shares
The Companies Act allows companies to hold shares acquired by way
of market purchases as treasury shares, rather than having to cancel
them. The Company bought back 91,227 (2024: 269,595) Ordinary
Shares into treasury during the year ended 31 December 2025. At the
date of this Annual Report the Company held 541,382 Ordinary Shares
in treasury. Pursuant to amendment 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.

RM Infrastructure Income PLC
Annual Report & Accounts 2025
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Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
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Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Directors’ report
Continued
Discount management
The Company may seek to address any significant discount to
NAV at which its Ordinary Shares of the Company may be trading,
through Tender Offers, share buybacks and the provision of a liquidity
opportunity consultation, as appropriate.
The Directors will consider repurchasing shares in the market if they
believe it to be in Shareholders’ interests.
The Directors may, at their absolute discretion, use available cash
to purchase in the market, shares of a class in issue at any time,
subject to having been granted authority to do so, should the shares
of such class trade at an average discount to NAV (calculated daily
in accordance with the methodology set out below) of more than
6% as measured each month over the preceding six month trading
period. The average discount will be calculated by dividing the sum
of the discount or premium (as the case may be) on each business
day in a calendar month (adjusted for dividends) by the number of
such business days. The premium or discount on any given day is
to be calculated by reference to the closing share price and the NAV
announced for that month.
In exercising their powers to buy back shares, the Directors have
complete discretion as to the timing, price and volume of shares
so purchased. No expectation or reliance should be placed on the
Directors exercising such discretion on any one or more occasions.
The Directors have the authority to make market purchases of
Ordinary Shares. The maximum price (exclusive of expenses) which
may be paid for an Ordinary Share must not be more than the higher
of: (i) 5% above the average of the mid-market values of the Ordinary
Shares for the five Business Days before the purchase is made; or (ii)
the higher of the price of the last independent trade and the highest
current independent bid for the Ordinary Shares. Ordinary Shares will
be purchased only at prices below the prevailing NAV per Ordinary
Share, which should have the effect of increasing the NAV per Ordinary
Share for remaining Shareholders.
It is intended that a renewal of the authority to make market purchases
will be sought from Shareholders at each Annual General Meeting
(“AGM”) of the Company and such a resolution will be put forward at
the forthcoming AGM. Purchases of Ordinary Shares will be made
within guidelines to be established from time to time by the Board.
Any purchase of Ordinary Shares would be made only out of the
available cash resources of the Company. Ordinary Shares purchased
by the Company may be held in treasury or cancelled.
Purchases of Ordinary Shares may be made only in accordance with
the Articles of Association, the Companies Act, the UK Listing Rules
and the Disclosure Guidance and Transparency Rules.
At the Annual General Meeting held on 30 May 2025, the Board
was granted authority to buyback the Company’s shares in order
to manage the discount at which its shares trade. During the year
under review the Company bought back a total of 91,227 (2024:
269,595) Ordinary Shares pursuant to amendment 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 Company’s
managed wind-down.
Capital structure and voting rights
At the year end, the Company’s issued share capital comprised
75,859,378 Ordinary Shares of 1p nominal value, excluding shares held
in treasury. Each holder of the Shares is entitled to one vote.
All Shares carry equal voting rights and there are no restrictions
on those voting rights. Voting deadlines are stated in the Notice of
Meeting at the end of this document and have been set in accordance
with the Companies Act 2006.
There are no restrictions on the transfer of Ordinary Shares, nor are
there any limitations or special rights associated with the Shares.
Therefore, as at 31 December 2025, there were 76,220,200 Ordinary
Shares in issue. During the year, the Company has bought 91,227
(2024: 269,595) Ordinary Shares, which are held in the treasury. Since
the year end, the Company has bought back 180,560 ordinary shares
in the Company.
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 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).
On 19 March 2026, the Company announced that a further
distribution of £12.38 million would be made to the Shareholders via
tender offer.

RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report
Governance >
Financial statements
Other information
Directors’ report
Corporate governance
Directors’ remuneration policy report
Directors’ remuneration report
Report of the Audit and Management Engagement Committee
Directors’ responsibility statement
Independent Auditor’s report
27
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Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Significant Shareholders
As at 31 December 2025, the Directors have been formally notified
of the following interests comprising 3% or more of the issued share
capital of the Company:
Ordinary Shares
held
% of voting
rights held
Asset Value Investors limited 9,881,225 13.03
Almitas Capital LLC 7,590,065 10.00
Staude Capital Pty Ltd 7,322,832 7.48
Miton Global Opportunities plc 3,899,867 5.14
Philip J Miton & Company Plc 3,852,027 5.08
Premier Miton Group plc 3,793,888 5.00
FS Wealth 3,781,435 4.98
Finda SPV OY 3,136,395 4.13
Ursus Capital Limited 4,025,622 4.13
MIGO Opportunities Trust plc 2,943,713 3.88
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.
Settlement of Ordinary Share transactions
Ordinary Share transactions in the Company are settled by the CREST
share settlement system.
Company Secretary & Administrator
Apex Listed Companies Services (UK) Limited provide Company
secretarial and administration services to the Company, including
calculation of its NAV for the year under review.
Valuation agent
Mazars LLP acts as the Company’s valuation agent to value the
Company’s loan investments.
Anti-bribery and corruption
It is the Company’s policy to conduct all of its business in an honest
and ethical manner. The Company takes a zero-tolerance approach
to bribery and corruption and is committed to acting professionally,
fairly and with integrity in all its business dealings and relationships
wherever it operates. The Company’s policy and the procedures that
implement it are designed to support that commitment.
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.
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.

RM Infrastructure Income PLC
Annual Report & Accounts 2025
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Directors’ report
Continued
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’ indemnities
Details on the Directors’ indemnities in place are provided in the
Directors’ Remuneration Report.
Annual General Meeting
The details of the forthcoming AGM, including the proposed
resolutions and information on proxy appointments can be found
on pages 75 to 78. Shareholders who hold shares in their own name
on the main register will be able to vote electronically. The details of
voting are stated on pages 76 to 78. If you hold your shares through a
share platform or other nominee, the Board would encourage you to
contact these organisations directly as soon as possible to arrange for
you to vote at the AGM.
Resolutions relating to the following items of special business will be
proposed at the forthcoming AGM to be held on 4 June 2026.
Special resolutions
Authority to purchase own shares
The Board recommends the renewal of the Company’s existing
authority to make market purchases of its shares. Resolution 9, to
be proposed as a special resolution, will, if passed, authorise the
Company to make market purchases of up to 11,344,255 Ordinary
shares, which would represent approximately 14.99% of the number of
Ordinary shares in issue (excluding treasury shares) as at 27 April 2026.
The authority, if granted, will continue in force until the earlier of the
conclusion of the AGM of the Company in 2027 or on the expiry of
15 months from the passing of this resolution, unless such authority is
renewed prior to such time.
Notice period for General Meetings
The Act, as amended by the Shareholders’ Rights Regulations, increased
the minimum notice required for General Meetings from 14 days to
21 days unless shareholders authorise shorter notice. Resolution 10 is
proposed as a special resolution to grant the Company the flexibility to
call General Meetings, other than AGMs, on not less than 14 clear days’
notice. AGMs will continue to be held on at least 21 clear days’ notice.
The shorter notice period would not be used as a matter of routine
as the Board recognises that shareholders should have ample time
to consider proposals being put to them, and it would only convene
a General Meeting on the shorter notice where the business of the
meeting was in the interests of shareholders generally and justified the
meeting being called on shorter notice. If granted, the approval will be
effective until the Company’s next AGM when a renewal of the authority
will be sought. In order to be able to call a General Meeting on less than
21 clear days’ notice, the Company must make a means of electronic
voting available to all shareholders for that meeting.
Auditor information
Each of the Directors at the date of the approval of this report
confirms that:
(i) so far as the Director is aware, there is no relevant audit
information of which the Company’s auditors are unaware; and
(ii) the Director has taken all steps that he ought to have taken
as Director to make himself aware of any relevant information
and to establish that the Company’s auditors are aware of that
information.
This confirmation is given and should be interpreted in accordance
with the provisions of Section 418 of the Companies Act 2006.
In accordance with Section 489 of the Companies Act 2006,
an ordinary resolution to re-appoint Ernst & Young LLP as the
Company’s auditors will be put forward at the forthcoming Annual
General Meeting and the Board will seek authority to determine their
remuneration for the forthcoming year.
By order of the Board
Grace Goudar
For and on behalf of
Apex Listed Companies Services (UK) Limited
Company Secretary
1 May 2026

RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report
Governance >
Financial statements
Other information
Directors’ report
Corporate governance
Directors’ remuneration policy report
Directors’ remuneration report
Report of the Audit and Management Engagement Committee
Directors’ responsibility statement
Independent Auditor’s report
29
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Corporate governance
Introduction
This Corporate Governance Statement forms part of the Directors’
Report.
The Board of the Company has considered the principles and
provisions of the UK Corporate Governance Code 2024 (the “UK
Code”), as well as setting out additional provisions on issues that are of
specific relevance to the Company. The UK Code can be found on the
Financial Reporting Council’s website (www.frc.org.uk).
Compliance
Throughout the year ended 31 December 2025, the Company
complied with the recommendations of the UK Code except, as set out
below.
The UK Code includes provisions relating to:
(i) The role of the Chief Executive;
(ii) The appointment of a Senior Independent Director;
(iii) Executive Directors’ remuneration; and
(iv) The need for an internal audit function.
The Board considers that these provisions are not relevant to this
externally managed investment Company. The Company has no
employees, and all day-to-day management and administrative
functions are outsourced to third parties.
The Audit and Management Engagement Committee has considered
the need for an internal audit function and deemed that it is not
appropriate given the nature and circumstances of the Company but
keeps the needs for an internal audit function under periodic review.
The Board
The Board has overall responsibility for the effective stewardship
for the Company’s affairs. Its primary responsibility is to promote
the long-term sustainable success of the Company, generate value
for shareholders and have regard for stakeholder interests. It also
establishes the Company’s purpose, values and strategy, and satisfies
itself that these and its culture are aligned. It has a number of matters
formally reserved for its approval including strategy, investment
policy, treasury matters, dividend and corporate governance policy.
The Board approves the financial statements, revenue budgets and
reviews the performance of the Company. Full and timely information
is provided to the Board to enable the Board to function effectively and
to allow Directors to discharge their responsibilities.
The Board considers the balance of skills, knowledge, diversity
(including gender and ethnicity) and experience, amongst other factors
when reviewing its composition and encourages applications from
candidates from a broad range of backgrounds and experience and
will seek to appoint the most suitable candidate. The Board currently
comprises three Non-executive Directors of whom 33% are female, the
Chair of the Audit and Management Engagement Committee is female
and all Directors are classified as White British or Other White. All the
Directors have served during the entire period since their appointment
on 13 November 2016.
The Directors have a broad range of relevant experience to meet the
Company’s requirements and their biographies are given below:
Norman Crighton (Non-executive Chair)
Norman Crighton is an experienced public Company director, having
served on the boards of eight closed-end funds and one operating
Company. Presently, Norman is also non-executive chair of AVI
Japan Opportunity Trust plc and Harmony Energy Income Trust plc.
Initially Norman was appointed to the boards of companies trading
at large discounts to help with their restructuring. Latterly he has
been appointed at IPO having helped draft corporate structures that
align the needs of the various stakeholders necessary for successful
companies.
Norman has extensive fund experience, having previously worked
at several international investment banks culminating as Head of
Closed-end Funds at Jefferies International and Investment Manager
at Metage Capital Limited, leveraging his 35 years of experience in
investment trusts. His career in investment banking covered research,
sales, market making and proprietary trading, servicing major
international institutional clients for over 15 years. His work in many
countries included restructuring closed-end funds, as well as several
IPOs. As a fund manager, Norman managed portfolios of closed-end
funds on a hedged and unhedged basis covering developed and
developing markets.
Following on from his long-term promotion of best corporate
governance practice, Norman has more recently been focusing on
expanding his work into Environmental and Social issues. His work
in the investment trust industry is backed up with a master’s degree
from the University of Exeter in Finance and Investment as well as a
BA (Hons) in Applied Economics. Norman is British and resident in the
United Kingdom.
Guy Heald (Non-executive Director)
Guy has spent most of his career in banking, not only specialising in
markets, but also in general management positions overseeing all
aspects of banking, including lending. He worked in London, New York
and Tokyo and has an extensive knowledge of companies needs for
financing and managing interest rate, liquidity and foreign exchange
risks. During his career he worked for Brown Shipley, Chemical Bank
and HSBC where he held senior positions including Head of Global
Markets and Chief Executive Officer at HSBC Japan. After leaving
banking in 2003 he has served as an adviser, Non-executive Director
and trustee of several charities as well as starting a number of
successful family companies of his own. The SME market is of particular
interest to Guy, specifically the challenges facing companies in their
pursuit of finance for growth, as he invests in venture and growth
capital himself.

RM Infrastructure Income PLC
Annual Report & Accounts 2025
30
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Marlene Wood (Non-executive Director and Chair of the Audit
and Management Engagement Committee)
Marlene is a chartered accountant with a broad range of experience
in both the private and public sector. She was formerly Non-executive
Director and Chair of the Audit Committee for Home REIT plc (until
January 2025), GCP Student Living plc and Atrato On Site Energy plc.
Marlene has over 20 years’ experience in the commercial property
sector having been finance director for Miller Developments raising
finance for major property transactions both in the UK and Europe.
Her experience covers governance and risk management as well as
financial oversight and debt raising.
Composition
The Board believes that during the year ended 31 December 2025,
its composition was appropriate for an investment Company of the
Company’s nature and size. All of the Directors are independent of the
Investment Manager and are able to allocate sufficient time to the
Company to discharge their responsibilities effectively.
The Board has not appointed a Senior Independent Director (“SID”).
Given the size and composition of the Board it is not felt necessary to
separate the roles of Chair and SID.
Tenure
The Board recognises the benefits to the Company of having longer
serving Directors together with progressive refreshment of the Board.
The Board does not believe that length of service in itself necessarily
disqualifies a director from seeking reappointment. The Board
considered succession planning, however they believe it may be
difficult to recruit additional Board members, given the likely short life
of the Company now that it is in wind-down and have each committed
to serve the Company as Board members until it is placed into
liquidation or until it is wound up.
In accordance with the Company’s Articles of Association, at each
Annual General Meeting, every Director shall retire from office and
offer themselves for re-election. Resolutions for the re-election of each
Director will be proposed as ordinary resolutions at the Annual General
Meeting of the Company to be held on 4 June 2026.
The Directors have appointment letters which do not provide for any
specific term. Copies of the Directors’ appointment letters are available
on request from the Company Secretary. The Directors, in order to fulfil
their duties, are able to take independent professional advice at the
expense of the Company. A policy of insurance against Directors’ and
Officers’ liabilities is maintained by the Company.
Board committees
The Company has established an Audit and Management Engagement
Committee (“Committee”) which is chaired by Marlene Wood and
consists of all the Directors. A report of the Audit and Management
Engagement Committee is included in this Annual Report on pages 36
and 37.
The Company has not established a Nomination Committee or a
Remuneration Committee because all of the Directors are Independent
Non-executive Directors of the Company. Therefore, the Board as a
whole will consider any further Director appointments, remuneration,
length of service and any other relevant matters.
The Audit and Management Engagement Committee meets at least
twice a year or more often if required. The Audit and Management
Engagement Committee’s principal duties are to consider the
appointment, independence, objectivity, and
remuneration of the auditor and to review the annual accounts
and half-yearly financial report. The Committee also examines the
effectiveness of the Company’s risk management and internal control
systems and receives information from the AIFM and the Portfolio
Manager. In addition, the terms of the appointment of the Investment
Manager are annually reviewed as well as, the Investment Manager’s
performance and the terms of the Investment Management and AIFM
Agreements. The Committee also reviews the continued appointment
and performance of the Company’s other service providers.
Meeting attendance
The actual number of formal meetings of the Board and Committee
during the year under review is given below, together with individual
Director’s attendance at those meetings.
Directors
Quarterly Board Audit and Management
Engagement Committee
Norman Crighton 5/5 3/3
Marlene Wood 5/5 3/3
Guy Heald 5/5 3/3
There were also a number of other Board and committee meetings to
deal with administrative matters and approval of documentation and
to consider the Company’s strategic review and managed wind-down.
Division of responsibilities
The following sets out the division of responsibilities between the
Chair, Board and the Committee Chair.
Role of the Chair
> Leadership to the Board;
> Ensure the Board are provided with sufficient information in order to
ensure they are able to discharge their duties;
> Ensure each Board member’s views are considered and appropriate
action taken;
> Ensure that each Committee has the support required to fulfil their
duties;
> Engage the Board in assessing and improving its performance;
> Oversee the induction and development of Directors;
> Support the Investment Manager and other service providers;
> Seek regular engagement with major Shareholders in order to
understand their views on governance and performance against the
Corporate governance
Continued

RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report
Governance >
Financial statements
Other information
Directors’ report
Corporate governance
Directors’ remuneration policy report
Directors’ remuneration report
Report of the Audit and Management Engagement Committee
Directors’ responsibility statement
Independent Auditor’s report
31
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Company’s investment objective and investment policy;
> Ensure the Board as a whole has a clear understanding of the views
of Shareholders;
> Ensure regular engagement with each service provider; and
> Keep up to date with key developments.
Role of Audit and Management Engagement Committee Chair
> Ensure appropriate papers are considered at meetings;
> Review the half-yearly and annual reports;
> Review the Company’s internal financial controls and the internal
control and risk management systems of the Company and its third
party service providers;
> Make recommendations to the Board in relation to the appointment
of the external auditor and their remuneration;
> Review the scope, results, cost effectiveness, independence and
objectivity of the external auditor;
> Develop and implement policy on the engagement of the external
auditor to supply non-audit services and taking into account
relevant guidance regarding the provision of non-audit services by
the external audit firm;
> Consider the terms of appointment of the Investment Manager and
annually review the appointment and the terms of the Investment
Management Agreement;
> Ensure committee members views and opinions are appropriately
considered;
> Seek engagement with Shareholders on significant matters related
to their areas of responsibility;
> Maintain relationships with advisers; and
> Consider appointing independent professional advice where
deemed appropriate.
Role of the Board
Strategy and management
> Responsibility for overall management of the Company;
> Review of the performance of the AIFM and the Investment
Manager;
> Review of the performance of key service providers;
> Consideration of any change of investment policy;
> Support the Board Chair and service providers in fulfilling their role;
and
> Provide appropriate opinion, advice and guidance to the Chair and
fellow Board members
Share capital
> Changes to the Company’s share capital; and
> Changes to the Company’s listing status.
Financial reporting
> Approval of half-yearly financial reports and results announcements;
> Approval of annual report and accounts and any contents therein;
> Approval of initial accounts and interim accounts; and
> Approval of interim dividends and recommendation of final
dividends (if any).
Internal controls
> Oversight of appropriate system of internal controls;
> Receiving reports on controls from the AIFM, Investment Manager
and administrator;
> Conducting an annual assessment of the controls of the above
service providers; and
> Statement on internal controls to be made in Annual Report
Contract review
> All material contracts entered into or terminated by the Company
Communication
> Approval of all resolutions to be put forward at meetings; and
> Approval of all circulars, prospectuses and listing particulars
Board composition
> Changes to structure, size or composition of the Board;
> Succession planning;
> Determining the remuneration of the Directors; and
> Determining insurance cover requirements for the Board.
Corporate governance
> Review of the Company’s corporate governance processes and
arrangements;
> Considering the performance of the Company’s Directors; and
> Considering the Directors’ independence
Other
> Any other matters, which the Board deems to be appropriate
for its reservation.
Board diversity
Whilst having regard to the size of the Company and its cost base, the
Company’s policy is that the Board should have an appropriate level of
diversity in the boardroom, taking into account relevant skills, gender,
social and ethnic backgrounds, cognitive and personal strengths.
Brief biographies of the Directors are shown on pages 29 and 30. The
policy is to ensure that the Company’s Directors bring a wide range
of knowledge, experience skills, backgrounds and perspectives to
the Board. There will be no discrimination on the grounds of gender,
religion, race, ethnicity, sexual orientation, age or physical ability. The
overriding aim of the policy is to ensure that the Board is composed of
the best combination of people for ensuring effective oversight of the

RM Infrastructure Income PLC
Annual Report & Accounts 2025
32
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Company and constructive support and challenge to the Investment
Manager. Consideration is given to the recommendations of the UK
Code and the Board supports the recommendations of the Hampton
Alexander Review.
The Board appraises its collective set of cognitive and personal
strengths, independence and diversity on an annual basis, so as
to ensure it is aligned with the Company’s strategic priorities. The
performance appraisal process is described below. The Board believes
its composition is appropriate for the Company’s circumstances.
However, in line with the Board’s succession planning and tenure
policy, or should strategic priorities change, the Board will review and,
if required, adjust its composition. As at date of this Report, the Board
comprises two male and one female Board member.
The Board will take account of the targets set out in the new UK Listing
Rules published by FCA, which are set out below. As an externally
managed investment Company, the Board employs no executive staff,
and therefore does not have a Chief Executive Officer (“CEO”) or a Chief
Financial Officer (“CFO”) – both of which are deemed senior board
positions by the FCA. However, the Board considers the Chair of the
Audit and Management Engagement Committee to be a senior board
position and the following disclosure is made on this basis. Other
senior board positions recognised by the FCA are Chair of the Board.
In addition, the Board has resolved that the Company’s year-end date
be the most appropriate date for disclosure purposes. The following
information has been provided by each Director. There have been no
changes since 31 December 2025.
Board composition as at 31 December 2025
Directors
Number of
members
Percentage of
Board
Number of
senior positions
on the Board
Men 2 67% 1
Women 1 33% 1
Prefer not to say – – –
Directors
Number of
members
Percentage of
Board
Number of
senior positions
on the Board
White British or
Other White (including
minority-white groups) 3 100% 2
Asian/Asian British – – –
Prefer not to say – – –
Performance appraisal
A formal annual performance appraisal process is performed on the
Board, the Chair, the Audit and Management Engagement Committee,
the Investment Manager and the Company’s main service providers.
A programme consisting of open and closed-ended questions was
used as the basis for the appraisal. The results were reviewed by the
Chair and discussed with the Board. A separate appraisal of the Chair
was carried out by the other members of the Board and the results
reported back to the Chair of the Board by the Chair of the Audit and
Management Engagement Committee. The results of the performance
evaluation were positive and demonstrated that the Investment
Manager, key service providers, Board, Chair, Committee Chair and
individual Directors showed the necessary commitment for the
effective fulfilment of their duties.
Internal control
The Board recognises its ultimate responsibility for the Company’s
system of internal controls and for monitoring its effectiveness.
The system of internal controls is designed to manage rather than
eliminate the risk of failure to achieve business objectives. It can
provide only reasonable assurance against material misstatement or
loss. The Board has undertaken a review of the aspects covered by
the guidance and has identified risk management controls in the key
areas of business objectives, accounting, compliance, operations and
secretarial as being matters of particular importance upon which it
requires reports. The Board believes that the existing arrangements,
set out below, represent an appropriate framework to meet the
internal control requirements. Through these procedures the Directors
have kept under review the effectiveness of the internal control system
throughout the year up to the date of this report.
Financial aspects of internal control
The Directors are responsible for the internal financial control systems
of the Company and for reviewing their effectiveness. These aim to
ensure the maintenance of proper accounting records, the reliability of
the financial information upon which business decisions are made and
which are used for publication and that the assets of the Company are
safeguarded. As stated above, the Board has contractually delegated
to external agencies the services the Company requires and the Board
monitors the internal control framework established by the Investment
Manager, the AIFM, the Administrator and the Company’s Custodian to
provide reasonable assurance on the effectiveness of internal financial
controls.
These key procedures include review of management accounts
and NAV and monitoring of performance at quarterly Board
meetings, valuation of loans by an independent valuer, segregation
of the administrative function from that of cash and investment
management, maintenance of appropriate insurance and adherence
to physical and computer security procedures. In addition, robust
procedures have been put in place for authorisation of all expense
payments.
The Statement of Directors’ Responsibilities in respect of the financial
statements is on page 38 and a Statement of Going Concern is on
page 27. The Report of the Independent Auditor is on pages 39 to 44.
Corporate governance
Continued

RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report
Governance >
Financial statements
Other information
Directors’ report
Corporate governance
Directors’ remuneration policy report
Directors’ remuneration report
Report of the Audit and Management Engagement Committee
Directors’ responsibility statement
Independent Auditor’s report
33
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Other aspects of internal control
The Board holds quarterly meetings, plus additional meetings as
required. Between these meetings there is regular contact with the
Investment Manager, the Company Secretary and the Administrator.
The Board has agreed policies with the Investment Manager on key
operational issues. The Investment Manager and/or AIFM report in
writing to the Board on all operational and compliance issues.
The Directors review management accounts from the Administrator,
including holdings in the portfolio, transactions and other aspects
of the financial position of the Company. Additional ad hoc reports
are received as required and Directors have access at all times to
the advice and services of the Corporate Company Secretary, which
is responsible to the Board for ensuring that Board procedures are
followed and that applicable rules and regulations are complied with.
This contact with the Investment Manager and the other key service
providers enables the Board to monitor the Company’s progress
towards its objectives and encompasses an analysis of the risks
involved. The effectiveness of the Company’s risk management and
internal controls systems is monitored and a formal review, utilising
a detailed risk assessment programme has been completed. This
included consideration of the Administrator’s and the Registrar’s
internal controls report. There are no significant findings to report
from the review.
Principal risks
The Directors confirm that they have carried out a robust assessment
of the principal risks facing the Company, including those that would
threaten its business model, future performance, solvency or liquidity.
The principal risks and how they are being managed is set out in the
Strategic Report on pages 15 and 16.
Shareholder relations
The Notice of Meeting sets out the business of the AGM and any item
not of an entirely routine nature is explained in the Directors’ Report.
Separate resolutions are proposed for each substantive issue.
In line with the requirements of the Companies Act 2006, the
Company will hold an AGM of Shareholders to consider the resolutions
laid out in the Notice of Meeting. The Board encourages Shareholders
to attend and participate in the Company’s forthcoming AGM at
the offices of Singer Capital Markets, 1 Bartholomew Lane, London
EC2N 2AX on 4 June 2026 at 11.00 am.
If Shareholders are unable to attend the meeting in person, they are
strongly encouraged to vote by proxy and to appoint the “Chair of the
AGM” as their proxy. Details of how to vote, can be found on pages 76
to 78. The lodging of a form of proxy (or an appointment of a proxy
through CREST) will not however prevent a Shareholder from attending
the AGM and voting in person if they so wish.
The Company’s Broker and Investment Manager, together with the
Chair, seeks regular engagement with major Shareholders in order to
understand their views on governance and performance against the
Company’s investment objective and investment policy.

RM Infrastructure Income PLC
Annual Report & Accounts 2025
34
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Directors’ remuneration report
This report has been prepared in accordance with Schedule 8 of the
Large and Medium-sized Companies and Company’s (Accounts and
Reports) (Amendment) Regulations 2013. An Ordinary resolution for
the approval of this report will be put forward at the forthcoming
Annual General Meeting.
The Directors’ Remuneration Report is put forward for approval
by shareholders on an annual basis. The result of the shareholder
resolution on the Remuneration Report is non-binding on the
Company, although it gives Shareholders an opportunity to express
their views, which will be taken into account by the Board.
The law requires the Company’s auditor to audit certain areas of the
disclosures provided. Where disclosures are audited they are indicated
as such. The auditor’s opinion is on page 39.
Remuneration
The Company currently has three Non-executive Directors.
The Board reviews the fees payable to the Directors on an annual basis.
During the year under review the Board agreed to increase Directors’
fees by 5% with effect from 1 January 2026 to the following levels:
Chairman of the Board, £42,900; Chair of the Audit Committee,
£39,300; and Non-executive Directors, £35,800.
As a result of the substantially greater time spent by the Board in the
wind-down phase in managing the tailend of the portfolio, the Board
has put in place an additional compensation package to account for
their additional work. A sum of 0.5% (currently £87,000 as at the
year end) will be deducted from cash distributed to Shareholders via
Tender Offers and held by the Company until liquidators are appointed
and the Board hands over control of the final liquidation process. At
that time the monies will be distributed to Directors as decided by
Guy Heald, Non-Executive Director of the Company, based on the
time spent by each director in managing the wind-down process. The
Chair consulted with several major Shareholders before this structure
was put in place, all of whom were supportive of the incentivisation
structure.
Directors’ service contracts
The Directors do not have service contracts with the Company and
are not entitled to compensation on the loss of office. The Directors
have appointment letters which do not provide for any specific term.
However, they are subject to re-election by Shareholders on an annual
basis.
Directors’ indemnities
Subject to the provisions of the Companies Act, but without prejudice
to any indemnity to which a Director might otherwise be entitled,
every past or present Director or officer of the Company (except the
auditors) may, at the discretion of the Board, be indemnified out of
the assets of the Company against all costs, charges, losses, damages
and liabilities incurred by him for negligence, default, breach of duty,
breach of trust or otherwise in relation or connection to the affairs or
activities of the Company. In addition, the Board has purchased and
maintains insurance at the expense of the Company for the benefit of
such persons indemnifying them against any liability or expenditure
incurred by them for acts or omissions as a Director or Officer of the
Company.
Director search and selection fees
No Director search and selection fees were incurred in the year ended
31 December 2025.
Performance
The following chart shows the performance of the Company’s share
price on a total return basis in comparison to the Morningstar Global
Leveraged Loan 100 GBP Hedged Total Return (the Company’s
comparator) since the Company doesn’t have a set benchmark.
RMII Share Price Total Return of: 13.42%
RMII NAV Total Return of: 30.54%
Morningstar Global Leveraged Loan 100 GBP Hedged Total Return of: 44.53%
Apr 25
Jul 25
Oct 25
Dec 25
Jan 18
Apr 18
Jul 18
Oct 18
Jan 17
Apr 17
Jul 17
Oct 17
Jan 19
Apr 19
Jul 19
Oct 19
Jan 20
Apr 20
Jul 20
Oct 20
Jan 21
Apr 21
Jul 21
Oct 21
Jan 22
Apr 22
Jul 22
Oct 22
Jan 23
Apr 23
Jul 23
Oct 23
Jan 24
Jan 25
80
90
100
110
120
130
140
150
Apr 24
Jul 24
Oct 24
Directors’ emoluments for the year ended
31 December 2025 (Audited)
The Directors who served during the year received the following
remuneration for qualifying services.
Fees for the
year ended
31 December 2025
Fees for the
year ended
31 December 2024
Norman Crighton £40,824 £38,880
Marlene Wood £37,422 £35,640
Guy Heald £34,125 £32,500
There were no taxable benefits claimed during the years ended 31
December 2025 or 31 December 2024. None of the above fees were
paid to third parties.
% change
in 2021 to
2022
% change
in 2022 to
2023
% change
in 2023 to
2024
% change
in 2024 to
2025
Norman Crighton Nil 27.8% -15.5% 5.0%
Marlene Wood Nil 22.7% -12.0% 5.0%
Guy Heald Nil 25.0% -13.3% 5.0%
A non-binding Ordinary resolution to approve the Directors’
Remuneration Report contained in the Annual Report for the year
ended 31 December 2024 was put forward at the Annual General
Meeting held on 29 May 2025. The resolution was passed with
99.67% of the proxy votes cast (including discretionary votes) being in
favour of the resolution. A non-binding ordinary resolution to approve
the Directors’ Remuneration Report contained in the Annual Report for
the year ended 31 December 2025 will be put forward for approval at
the Company’s Annual General Meeting to be held on 4 June 2026.

RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report
Governance >
Financial statements
Other information
Directors’ report
Corporate governance
Directors’ remuneration policy report
Directors’ remuneration report
Report of the Audit and Management Engagement Committee
Directors’ responsibility statement
Independent Auditor’s report
35
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
The Directors’ Remuneration Policy was last put forward at the Annual
General Meeting held on 30 May 2024. The resolution was passed
with 99.80% of the proxy votes cast (including discretionary votes)
being in favour of the resolution. The Directors’ Remuneration policy
will next be put forward for approval at the Annual General meeting to
be held in 2027.
The Board takes an active role in shareholder engagement and
particularly voting outcomes. Shareholders have the opportunity to
express their views and ask questions in respect of the Remuneration
Policy and Remuneration Implementation Report at the AGM.
Relative importance of spend on pay
The following table sets out the total level of Directors’ remuneration
compared to the distributions to Shareholders by way of dividends
and share buybacks, and the management fees and other expenses
incurred by the Company.
Fees for the
year ended
31 December 2025
£’000
Fees for the
year ended
31 December 2024
£’000
Revenue 3,417 7,642
Directors’ fees 199 107
Investment management fees
and other expenses 1,791 2,088
Dividends paid to
Shareholders 474 6,018
Directors’ holdings
The Directors had the following shareholdings at 31 December 2025
and the date of this report, all of which are beneficially owned.
Ordinary Shares
as at
31 December 2025
Ordinary Shares
as at the date of
this report
Ordinary Shares
as at
31 December 2024
Norman Crighton 29,982 29,982 29,982
Marlene Wood 16,638 16,638 16,638
Guy Heald 20,000 20,000 20,000
Statement
On behalf of the Board and in accordance with Part 2 of Schedule 8
of the Large and Medium-sized Companies (Accounts and Reports)
(Amendment) Regulations 2013, I confirm that the above Report on
the Remuneration Policy and Remuneration Report summarises, as
applicable, for the financial year ended 31 December 2025:
(a) the major decisions on Directors’ remuneration;
(b) any substantial changes relating to Directors’ remuneration made
during the financial year ended 31 December 2025; and
(c) the context in which the changes occurred and decisions have
been taken.
Norman Crighton
Chair
1 May 2026

RM Infrastructure Income PLC
Annual Report & Accounts 2025
36
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Report of the Audit and
Management Engagement Committee
Role of the Audit and Management Engagement Committee
The Board is required to satisfy itself that at least one member of the
audit committee has recent and relevant financial experience and
the Committee as a whole has experience and knowledge relevant to
the sector. The main role and responsibilities of the audit committee
should be set out in written terms of reference covering certain
matters described in the Code. The Company complies with the Code
and the terms of reference of the Audit and Management Engagement
Committee are available on the Company’s website.
The Audit and Management Engagement Committee meet formally
at least twice a year for the purpose, amongst other things, of
considering the appointment, independence and objectivity, and
remuneration of the auditor and to review the annual accounts and
half-yearly financial report. The Audit and Management Engagement
Committee also review the Company’s internal financial controls and
its internal control and risk management systems. In addition, the
terms of the appointment of the Investment Manager are annually
reviewed as well as the Investment Manager’s performance and the
terms of the Investment Management and AIFM Agreements. The
Committee also reviews the continued appointment and performance
of the Company’s other service providers.
Composition
In view of the size of the Board, all of the Directors of the Company are
members of the Audit and Management Engagement Committee.
The Audit and Management Engagement Committee have formal
written terms of reference and copies of these are available on request
from the Company Secretary. The Audit and Management Engagement
Committee collectively have recent and relevant financial experience.
Meetings
There have been three Audit and Management Engagement
Committee meetings in the year ended 31 December 2025. All
Committee members attended these meetings.
Financial statements and significant accounting matters
The Audit and Management Engagement Committee considered the
following significant accounting issues in relation to the Company’s
Financial Statements for the year ended 31 December 2025.
Valuation and existence of bonds, property and private loan
investments
The Company holds assets in property and private loan investments.
The property and private loan investments are the most material
matter in the production of the financial statements. These
investments are valued by an independent valuer and the valuations
at year end were agreed to the valuer’s report. The valuation process
has been 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 into
account the relevant risks and returns associated with that loan.
The Company owns student accommodation in Coventry, a wholly
owned asset. The Investment Manager’s valuation of the holdings in
Coventry is £1.9 million as at 31 December 2025 (2024: £1.9 million).
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.
Recognition of income
Income may not be accrued in the correct period. The Audit and
Management Engagement Committee reviewed the Administrator’s
procedures for recognition of income and is comfortable that these are
appropriate. The Audit and Management Engagement Committee has
reviewed the internal controls report of the Company’s Administrator,
which includes controls in relation to the recognition of income,
recoverability of income and provisions made against recoverability
of income. The Audit and Management Engagement Committee also
review investment yields on the quarterly Investment Manager report
for variations and significant movements.
Going concern and viability statements
Now that the Company is in a managed wind-down, the Audit and
Management Engagement Committee recommended to the Directors
that it was appropriate to adopt a basis other than a going concern in
preparing the financial statements.
The Audit and Management Engagement Committee also assessed the
Company’s viability and recommended to the Board that the period
ending 31 December 2027 is appropriate. The Company’s longest
loan matures in 2027 and most of the other loans would be settled
by the end of 2026, considering their staggered realisation schedule.
The Investment Manager’s run-off profile of the portfolio shows an
expected remaining life of circa 2 years.
The Going concern assessment and viability statements can be found
on page 27.
Conclusion with respect to the Annual Report and financial
statements
The Audit and Management Engagement Committee has concluded
that the financial statements for the year ended 31 December
2025, taken as a whole, is fair, balanced and understandable and
provides the information necessary for Shareholders to assess the
Company’s business model, strategy and performance. The Audit and
Management Engagement Committee has reported its conclusions
to the Board of Directors. The Audit and Management Engagement
Committee reached this conclusion through a process of review of
the document and enquiries to the various parties involved in the
production of the Annual Report.
European Single Electronic Format (“ESEF”)
The ESEF regulations which require the Company to publish their
annual financial statements in a common electronic format apply to
the Company for this accounting year ending 31 December 2025.

RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report
Governance >
Financial statements
Other information
Directors’ report
Corporate governance
Directors’ remuneration policy report
Directors’ remuneration report
Report of the Audit and Management Engagement Committee
Directors’ responsibility statement
Independent Auditor’s report
37
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Internal controls and risk management
The Directors have a dynamic risk register in place to help identify
key risks and ensure there are measures in place to manage and
mitigate risk; and oversee the effectiveness of internal controls and
processes. The risk assessment programme provides a visual reflection
of the Company’s identified principal and emerging risks. The Audit
and Management Engagement Committee carries out, at least
annually, a robust assessment of the principal and emerging risks and
uncertainties and monitors the risks on an ongoing basis.
The Board has overall responsibility for the Company’s risk
management and systems of internal controls and for reviewing
their effectiveness. In common with most investment trusts,
investment management, accounting, Company secretarial, registrar
and depositary services have been delegated to third parties. The
effectiveness of the internal controls is assessed on a continuing basis
and the Committee receives regular reports.
Audit tenure
With the ten year anniversary of EY being appointed as the Company’s
Auditor approaching, coupled with the requirement to conduct an
audit tender process at least every ten years (per the ‘statutory audit
services for large companies market investigation (mandatory use of
competitive tender processes and Audit Committee responsibilities)
order 2014), the Audit and Management Engagement Committee
considered whether it would be appropriate to undertake a formal
audit tender at this stage in light of the Company’s managed
wind-down and its limited remaining life. Having assessed the
costs and practical implications of a tender process against the
expected duration and scale of the Company’s remaining activities,
the Committee concluded that a tender would not be in the best
interests of shareholders. The Committee remains satisfied with the
independence, effectiveness and objectivity of the external auditor and
has therefore recommended their reappointment.
Effectiveness of external audit
The Audit and Management Engagement Committee is responsible
for reviewing the effectiveness of the external audit process. The Audit
and Management Engagement Committee received a presentation of
the audit plan from the external auditor prior to the commencement
of the audit and a presentation of the results of the audit following
completion of the main audit testing. The Audit and Management
Engagement Committee performed a review of the external auditor
following the presentation of the results of the audit. The review
included a discussion of the audit process and the ability of the
external auditor to fulfil its role. Following the above review, the
Audit and Management Engagement Committee has agreed that the
re-appointment of EY should be recommended to the Board and the
Shareholders of the Company.
Provision of non-audit services
The Audit and Management Engagement Committee has put a
policy in place on the supply of any non-audit services provided by
the external auditor. Such services are considered on a case-by-case
basis and may only be provided to the Company if the provision of
such services is at a reasonable and competitive cost and does not
constitute a conflict of interest or potential conflict of interest which
would prevent the auditor from remaining objective and independent.
No non-audit fees were payable to the Auditor in the year ended
31 December 2025.
Marlene Wood
Audit and Management Engagement Committee Chair
1 May 2026

RM Infrastructure Income PLC
Annual Report & Accounts 2025
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Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
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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

RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report
Governance >
Financial statements
Other information
Directors’ report
Corporate governance
Directors’ remuneration policy report
Directors’ remuneration report
Report of the Audit and Management Engagement Committee
Directors’ responsibility statement
Independent Auditor’s report
39
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Opinion
We have audited the financial statements of RM Infrastructure
Income plc (“the Company”) for the year ended 31 December 2025
which comprise the Statement of Comprehensive Income, Statement
of Financial Position, Statement of Changes in Equity, Statement of
Cash Flows and the related notes 1 to 16 to the financial statements,
including material accounting policy information.
The financial reporting framework that has been applied in their
preparation is applicable law and UK adopted international accounting
standards.
In our opinion, the financial statements:
> give a true and fair view of the Company’s affairs as at 31 December
2025 and of its loss for the year then ended;
> have been properly prepared in accordance with UK adopted
international accounting standards; and
> have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under
those standards are further described in the Auditor’s responsibilities
for the audit of the financial statements section of our report. We
believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Emphasis of Matter – financial statements prepared on a
basis other than going concern
We draw attention to note 2c to the financial statements which
explains that on 20 December 2023, the shareholders approved a
change in investment objective and investment 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. Our opinion is not modified in respect
of this matter.
Independence
We are independent of the Company in accordance with the ethical
requirements that are relevant to our audit of the financial statements
in the UK, including the FRC’s Ethical Standard as applied to listed
public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were
not provided to the Company and we remain independent of the
Company in conducting the audit.
Overview of our audit approach
Key audit matters > Risk of incorrect valuation or
ownership of the investment
portfolio, and the resulting impact
on unrealised gains and losses
> Risk of incomplete or inaccurate
revenue recognition from the
investment portfolio
Materiality > Overall materiality of £0.57m which
represents 1% of total shareholders’
funds.
An overview of the scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our
allocation of performance materiality determine our audit scope for
the Company. This enables us to form an opinion on the financial
statements. We take into account size, risk profile, the organisation
of the Company and effectiveness of controls, the potential impact
of climate change and changes in the business environment when
assessing the level of work to be performed. All audit work was
performed directly by the audit engagement team.
Climate change
Stakeholders are increasingly interested in how climate change will
impact RM Infrastructure Income plc. The Company has determined
that the most significant future impacts from climate change on
its operations may be from Environmental, Social and Governance
matters in investee holdings impacting the attractiveness and
valuation of investments. This could lead to the Company’s own shares
being less attractive to investors, adversely affecting its own share
price. This is explained on page 16 in the principal and emerging risks
section, which form part of the “Other information,” rather than the
audited financial statements. Our procedures on these unaudited
disclosures therefore consisted solely of considering whether they
are materially inconsistent with the financial statements or our
knowledge obtained in the course of the audit or otherwise appear
to be materially misstated, in line with our responsibilities on “Other
information”.
Our audit effort in considering the impact of climate change on the
financial statements was focused on the adequacy of the Company’s
disclosures in the financial statements as set out in note 2 and
concluded that there was no further impact of climate change to be
taken into account other than investment valuations. Investment loans
are valued by an independent valuer in accordance with valuation
Standards. Our audit procedures over valuations are set out in the Key
audit matters section of this audit report.
Independent Auditor’s report
to the members of RM Infrastructure Income PLC

RM Infrastructure Income PLC
Annual Report & Accounts 2025
40
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
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Independent Auditor’s report
Continued
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of
the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified.
These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing
the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in our
opinion thereon, and we do not provide a separate opinion on these matters.
Risk Our response to the risk
Key observations communicated
to the Audit and Management
Engagement Committee
Risk of incorrect valuation or ownership of the investment portfolio, and the resulting impact on unrealised gains and losses
(as described on page 15 in the risk section of the strategic report, page 36 in the Report of the Audit and Management Engagement Committee and
as per the accounting policy set out on page 52).
The valuation of the investment portfolio at 31
December 2025 was £33.94m (2024: £70.10m)
consisting primarily of unquoted private loan
investments of £32.26 (2024: £63.31). The
remaining investment portfolio consists of bond
investments of £Nil (2024: £4.77m) and unquoted
equity assets of £1.72m (2024: £1.72m).
The valuation of the assets held in the investment
portfolio is the key driver of the Company’s net
asset value and total return. Incorrect investment
pricing, or a failure to maintain proper legal title of
the investments held by the Company could have
a significant impact on the portfolio valuation and
the return generated for shareholders.
Private loans, bonds and equities are recognised
at recoverable value and are valued at recoverable
value by the Directors using a fair value provided by
the independent valuer
The valuation of the unquoted investments, and the
resultant impact on the unrealised gains/(losses), is
the area requiring the most significant judgement
and estimation in the preparation of the financial
statements.
We performed the following procedures:
We obtained an understanding of the processes
and controls surrounding investment valuation
and legal title by performing our walkthrough
procedures with the Investment Manager,
Independent Valuer and Administrator in order
to evaluate the design and implementation of
controls.
We agreed all the unquoted investments held at
31 December 2025 per the investment portfolio
to the valuation report as prepared by the
independent valuer.
We have recalculated the unrealised gains and
losses on all investments as at 31 December 2025
using the book cost reconciliation and reviewed the
fair value hierarchy disclosure.
We have reviewed the financial statements
to ensure that there are adequate disclosures
regarding valuation uncertainty and assumptions
made in the valuation of unquoted investments,
including the required sensitivity analysis under
IFRS 13 ‘ Fair value measurement’.
We have agreed the investment valuation and
existence to independent confirmations received
from the Custodian, Lawyers, administrators and/
or borrowers as at 31 December 2025.
Continued overleaf >
The results of our procedures
identified no material
misstatement in relation to the
risk of incorrect valuation or
ownership of the investment
portfolio, and the resulting
impact on unrealised gains and
losses.

RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report
Governance >
Financial statements
Other information
Directors’ report
Corporate governance
Directors’ remuneration policy report
Directors’ remuneration report
Report of the Audit and Management Engagement Committee
Directors’ responsibility statement
Independent Auditor’s report
41
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Risk Our response to the risk
Key observations communicated
to the Audit and Management
Engagement Committee
Risk of incorrect valuation or ownership of the investment portfolio, and the resulting impact on unrealised gains and losses
Continued
For the unquoted loan and equity portfolio (level 3
investments)
We engaged our valuation specialists to perform
a detailed quantitative and qualitative review of a
sample of unquoted private loans and the equity
investments to ensure the valuation is within an
expected range. The procedures included:
For a sample of investments, we performed a
quantitative review through the use of discounted
cash flow methods using an estimated internal
rate of return for each subject investment based
on changes in the price of risk, benchmark credit
curves, and the borrower’s own credit risk. Where
specific circumstances apply, the specialists
performed a quantitative review through the use of
a liquidation waterfall analysis assessing whether
there is sufficient coverage after accounting for the
debt which is senior in the capital structure.
We corroborated a sample of inputs used by the
independent valuer in the valuation to information
which has been substantively tested as part of our
audit.
We obtained evidence such as collateral valuation
reports and/or legal contracts and reviewed them
to assess the value and existence of collateral
associated with the secured loans.

RM Infrastructure Income PLC
Annual Report & Accounts 2025
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Independent Auditor’s report
Continued
Risk Our response to the risk
Key observations communicated
to the Audit and Management
Engagement Committee
Risk of incomplete or inaccurate revenue recognition from the investment portfolio
(as described on page 15 in the risk section of the strategic report, page 36 in the Report of the Audit and Management Engagement Committee and
as per the accounting policy set out on page 52).
The income recognised for the year to 31 December
2025 was £3.62m (2024: £8.47m), consisting
primarily of interest income from the investment
portfolio.
There is a risk of incomplete or inaccurate
recognition of income through the failure to
recognise proper income entitlements or applying
appropriate accounting treatment.
We performed the following procedures:
We obtained an understanding of the Investment
Manager’s and Administrator’s processes and
controls surrounding revenue recognition to
evaluate the design and implementation of
controls.
We performed substantive analytical procedures
to assess the population of interest income by
applying the coupon terms to the notional value of
the loans held during the year.
We agreed and recalculated the recognition of
a sample of interest and payment in kind (‘PIK’)
income from the income report to the coupon
terms or loan agreements. We agreed a sample of
interest to the bank statements.
We performed a portfolio level completeness
check using the opening and year end portfolio to
test completeness of the income recorded by the
Company.
We agreed a sample of interest accrued at the
year end and recalculated the accrual. We agreed
the interest rates and payment dates to the loan
documentation or coupon terms, agreed the
principal outstanding and recalculated the interest
receivable.
The results of our procedures
identified no material
misstatement in relation to the
risk of incomplete or inaccurate
revenue recognition from the
investment portfolio.
Our application of materiality
We apply the concept of materiality in planning and performing the
audit, in evaluating the effect of identified misstatements on the audit
and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in
the aggregate, could reasonably be expected to influence the economic
decisions of the users of the financial statements. Materiality provides a
basis for determining the nature and extent of our audit procedures
We determined materiality for the Company to be £0.57 million (2024:
£0.83 million), which is 1% (2024: 1%) of shareholders’ funds. We
believe that shareholders’ funds provide us with materiality aligned to
the key measurement of the Company’s performance.
Performance materiality
The application of materiality at the individual account or balance level. It
is set at an amount to reduce to an appropriately low level the probability
that the aggregate of uncorrected and undetected misstatements
exceeds materiality.
On the basis of our risk assessments, together with our assessment
of the Company’s overall control environment, our judgement
was that performance materiality was 50% (2024: 50%) of our
planning materiality, namely £0.28m (2024: £0.42m). We have
set performance materiality at this percentage due to history of
misstatements.

RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report
Governance >
Financial statements
Other information
Directors’ report
Corporate governance
Directors’ remuneration policy report
Directors’ remuneration report
Report of the Audit and Management Engagement Committee
Directors’ responsibility statement
Independent Auditor’s report
43
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Reporting threshold
An amount below which identified misstatements are considered as being
clearly trivial.
We agreed with the Audit and Management Engagement Committee
that we would report to them all uncorrected audit differences in
excess of £0.03m (2024: £0.04m), which is set at 5% of planning
materiality, as well as differences below that threshold that, in our
view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the
quantitative measures of materiality discussed above and in light of
other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the
annual report, other than the financial statements and our auditor’s
report thereon. The directors are responsible for the other information
contained within the annual report.
Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in this
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
course of the audit or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise
to a material misstatement in the financial statements themselves.
If, based on the work we have performed, we conclude that there is
a material misstatement of the other information, we are required to
report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion the part of the directors’ remuneration report to be
audited has been properly prepared in accordance with the Companies
Act 2006.
In our opinion, based on the work undertaken in the course of the
audit:
> the information given in the strategic report and the directors’ report
for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
> the strategic report and directors’ report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company
and its environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or directors’
report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to you
if, in our opinion:
> adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not
visited by us; or
> the financial statements and the part of the Directors’ Remuneration
Report to be audited are not in agreement with the accounting
records and returns; or
> certain disclosures of directors’ remuneration specified by law are
not made; or
> we have not received all the information and explanations we
require for our audit
Corporate Governance Statement
We have reviewed the directors’ statement in relation to going
concern, longer-term viability and that part of the Corporate
Governance Statement relating to the Company’s compliance with
the provisions of the UK Corporate Governance Code specified for our
review by the UK Listing Rules
Based on the work undertaken as part of our audit, we have concluded
that each of the following elements of the Corporate Governance
Statement is materially consistent with the financial statements or our
knowledge obtained during the audit:
> Directors’ statement with regards to the appropriateness of
adopting the going concern basis of accounting and any material
uncertainties identified set out on page 27;
> Directors’ explanation as to its assessment of the Company’s
prospects, the period this assessment covers and why the period is
appropriate set out on page 27;
> Director’s statement on whether it has a reasonable expectation
that the group will be able to continue in operation and meets its
liabilities set out on page 27;
> Directors’ statement on fair, balanced and understandable set out
on page 39;
> Board’s confirmation that it has carried out a robust assessment of
the emerging and principal risks set out on pages 15 and 16;
> The section of the annual report that describes the review of
effectiveness of risk management and internal control systems set
out on pages 15 and 16;
> The section describing the work of the Audit and Management
Engagement Committee set out on pages 36 and 37.

RM Infrastructure Income PLC
Annual Report & Accounts 2025
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Independent Auditor’s report
Continued
Responsibilities of Directors
As explained more fully in the directors’ responsibilities statement set
out on page 39, the Directors are responsible for the preparation of
the financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the Directors determine
is necessary to enable the preparation of financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible
for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the Directors either
intend to liquidate the Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level
of assurance, but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
Explanation as to what extent the audit was considered
capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect irregularities, including
fraud. The risk of not detecting a material misstatement due to fraud
is higher than the risk of not detecting one resulting from error, as
fraud may involve deliberate concealment by, for example, forgery or
intentional misrepresentations, or through collusion. The extent to
which our procedures are capable of detecting irregularities, including
fraud is detailed below.
However, the primary responsibility for the prevention and detection of
fraud rests with both those charged with governance of the Company
and management.
> We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Company and determined
that the most significant are UK adopted international accounting
standards, the Companies Act 2006, Association of Investment
Companies Statement of Recommended Practice, the Listing Rules,
the UK Corporate Governance Code, Miscellaneous Reporting
Requirements and Section 1158 of the Companies Act 2010.
> We understood how the Company is complying with those
frameworks by complying with those frameworks through
discussions with the Audit and Management Engagement
Committee and through review of the Company’s documented
policies and procedures.
> We assessed the susceptibility of the Company’s financial
statements to material misstatement, including how fraud
might occur by considering the key risks impacting the financial
statements. We identified fraud risks with respect to the incomplete
or inaccurate income recognition from the investment portfolio
and incorrect valuation or ownership of the unquoted investments,
and the resulting impact on unrealised gains and losses. Further
discussion of our approach is set out in the section on key audit
matters above.
> Based on this understanding we designed our audit procedures
to identify non-compliance with such laws and regulations. Our
procedures involved review of the reporting to the Directors
with respect to the application of the documented policies and
procedures and review of the financial statements to ensure
compliance with the reporting requirements of the Company.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council’s website
at https://www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
Other matters we are required to address
> Following the recommendation from the Audit and Management
Engagement Committee, we were appointed by the Company on
15 November 2017 to audit the financial statements for the period
ending 31 December 2017 and subsequent financial periods.
> The period of total uninterrupted engagement including previous
renewals and reappointments is 9 years, covering the years ending
31 December 2017 to 31 December 2025.
> The audit opinion is consistent with the additional report to the
Audit and Management Engagement Committee.
Use of our report
This report is made solely to the Company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company’s members those matters we are required to state to them
in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone
other than the Company and the Company’s members as a body, for
our audit work, for this report, or for the opinions we have formed.
Ahmer Huda
(Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
1 May 2026

Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report
Governance
Financial statements >
Other information
Statement of comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
45
Financial statements

RM Infrastructure Income PLC
Annual Report & Accounts 2025
46
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Statement of comprehensive income
For the year ended 31 December 2025
Year ended 31 December 2025 Year ended 31 December 2024
Notes
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Losses on investments 3 – (8,778) (8,778) – (2,972) (2,972)
Income
4 3,417 245 3,662 7,642 824 8,466
Investment management and Incentive Fees
5 (776) – (776) (1,057) – (1,057)
Other expenses
6 (945) (269) (1,214) (1,138) – (1,138)
Return before finance costs and taxation
1,696 (8,802) (7,106) 5,447 (2,148) 3,299
Finance costs – – – – – –
Return on ordinary activities before taxation
1,696 (8,802) (7,106) 5,447 (2,148) 3,299
Taxation
7 – – – – – –
Return on ordinary activities after taxation
1,696 (8,802) (7,106) 5,447 (2,148) 3,299
Return per ordinary share (pence)
11 1.97p (10.21p) (8.24p) 4.84p (1.91p) 2.93p
The total column of this statement is the profit and loss account of the Company. The supplementary revenue and capital columns are prepared
under guidance issued by the Association of Investment Companies (AIC).
A Statement of Comprehensive Income is not required as the Company does not have any other comprehensive income and the net return on
ordinary activities after taxation is both the profit/(loss) and total comprehensive income for the year.
The notes on pages 50 to 68 form an integral part of these financial statements.

RM Infrastructure Income PLC
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Statement of comprehensive income
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Notes to the financial statements
47
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
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Notes
As at
31 December 2025
£’000
As at
31 December 2024
£.000
Fixed assets
Investments at fair value through profit or loss
3 33,937 70,098
Current assets
Cash and cash equivalents 21,553 8,572
Receivables
8 2,973 5,500
24,526 14,072
Payables: amounts falling due within one year
Payables
9 (1,584) (1,489)
Net current assets 22,942 12,583
Total assets less current liabilities 56,879 82,681
Net assets 56,879 82,681
Capital and reserves: equity
Share capital
10 762 978
Capital redemption reserve 413 197
Special reserve 79,337 96,950
Capital reserve (25,179) (16,377)
Revenue reserve 1,546 933
Total shareholders’ funds 56,879 82,681
NAV per share – Ordinary Shares (pence)
12 74.98p 84.73p
The financial statements of the Company were approved and authorised for issue by the Board of Directors on 1 May 2026 and signed on their
behalf by:
Norman Crighton
Chair
RM Infrastructure Income plc incorporated in England and Wales with registered number 10449530.
The notes on pages 50 to 68 form an integral part of these financial statements.
Statement of financial position

RM Infrastructure Income PLC
Annual Report & Accounts 2025
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Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
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Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
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For the year ended 31 December 2025
Notes
Share
capital
£’000
Share
premium
£’000
Capital
redemption
reserve
£’000
Special
reserve
£’000
Capital
reserve
£’000
Revenue
reserves
£’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
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
capital
£’000
Share
premium
£’000
Capital
Redemption
reserve
£’000
Special
reserve
£’000
Capital
reserve
£’000
Revenue
reserves
£’000
Total
£’000
Balance as at beginning of the year 1,175 70,168 – 44,597 (14,229) 2,805 104,516
Return on ordinary activities after taxation – – – – (2,148) 5,447 3,299
Buy back of shares
5
– – – (197) – – (197)
Return of capital
10
(197) – 197 (17,486) – – (17,486)
Buy back of shares and return of capital costs
– – – (132) – – (132)
Share premium cancellation – (70,168) – 70,168 – – –
Dividends paid
13
– – – – – (7,319) (7,319)
Balance as at 31 December 2024 978 – 197 96,950 (16,377) 933 82,681
Distributable reserves as at 31 December 2025 amounted to £70,497,000 (31 December 2024: £97,883,000) which comprise the revenue
reserve; capital reserve attributable to realised profits; and the special reserve. The capital reserves attributable to realised profit for the
31 December 2025 and 2024 year ends are in a net loss position.
Share capital represents the nominal value of shares that have been issued. The share premium includes any premiums received on the issue of
share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
The notes on pages 50 to 68 form an integral part of these financial statements.
Statement of changes in equity

RM Infrastructure Income PLC
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Statement of comprehensive income
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49
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Notes
Year ended
31 December 2025
£’000
Year ended
31 December 2024
£’000
Operating activities
Return before finance costs and taxation* (7,106) 3,299
Adjustments for movements not generating an operating cash flow:
Adjustment for losses on investments 5,577 1,047
PIK adjustments to the operating cash flow (3,060) (1,505)
Adjustments for working capital movements:
Decrease in receivables 1,143 2,469
Increase/(decrease) in payables 95 (3,687)
Net cash flow (used in)/from operating activities (3,351) 1,623
Investing activities
Private loan repayments/bonds sales proceeds 40,062 25,416
Private loans issued/bonds purchases (5,034) (1,124)
Net cash flow from investing activities 35,028 24,292
Financing activities
Return of capital (17,458) (17,486)
Buy back of shares
10 (66) (197)
Buy back of shares and return of capital costs (89) (132)
Dividends paid
13 (1,083) (7,319)
Net cash flow used in financing activities (18,696) (25,134)
Increase in cash 12,981 781
Opening balance at beginning of the year 8,572 7,791
Balance as at the year end 21,553 8,572
* Cash inflow from interest on investment holdings was £2,393,000 (2024: £5,326,000).
The notes on pages 50 to 68 form an integral part of these financial statements.
Statement of cash flows
For the year ended 31 December 2025

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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.
Notes to the financial statements

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2. Accounting policies continued
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.

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2. Accounting policies continued
(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.
Notes to the financial statements
Continued

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2. Accounting policies continued
(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 interim
dividends 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.

RM Infrastructure Income PLC
Annual Report & Accounts 2025
54
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
3. Investments at fair value through profit or loss
(a) Summary of valuation
Year ended
31 December 2025
£’000
Year ended
31 December 2024
£’000
Financial assets held:
Equity investments 1,719 1,719
Bond investments – 4,772
Private loan investments 32,259 63,308
Forward currency contracts (41) 299
33,937 70,098
(b) Movements
Year ended
31 December 2025
£’000
Year ended
31 December 2024
£’000
Opening valuation 70,098 93,932
Opening losses on investments 10,600 9,553
Book cost at the beginning of the year 80,698 103,485
Private loans issued/bonds purchases 5,034 1,124
Forward currency contracts (41) 299
Payment in kind interest (PIK) 3,060 1,505
Sales:
– Private loans repayments/bonds sales proceeds (36,655) (23,688)
– Losses on investment (3,366) (2,027)
Unrealised losses on investments holdings at the year end (14,793) (10,600)
Closing valuation at year end 33,937 70,098
Book cost at end of the year 48,730 80,698
Unrealised losses on investment holdings at the year end (14,793) (10,600)
Closing valuation at year end 33,937 70,098
The Company received £40.0 million (2024: £25.7 million) from investments sold in the year. The book cost of these investments when they were
purchased was £36.7 million (2024: £23.7 million). These investments have been revalued over time and until they were sold. Any unrealised
gains/losses were included in the fair value of the investments. The Company’s investments are UK-based with the exception of Beinbauer which is
based in Germany. The fair value of the investment in Beinbauer amounted to £8.2 million (2024: £8.4 million).
Notes to the financial statements
Continued

RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report
Governance
Financial statements >
Other information
Statement of comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
55
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
3. Investment at fair value through profit or loss continued
(c) Losses on investments
Year ended
31 December 2025
£’000
Year ended
31 December 2024
£’000
Realised losses on investments (3,366) (2,027)
Unrealised losses on investments held (5,577) (1,047)
Foreign exchange gains 165 102
Total losses on investments (8,778) (2,972)
At the year end, the Company had the following unquoted equity investments.
> Esprit Holdco Limited (Energie Fitness/Empowered Brands). The Company participated in a management buyout during 2020 and owns
43% of the business, the registered office and principal of business of Energie Fitness is 1 Pitfield Kiln Farm, Milton Keynes, United Kingdom,
MK11 3LW. The Investment Manager valued holdings in Energie Fitness at nil (2024: nil).
> Trent Capital Limited. The Company structured a Loan in 2019, which also offered equity within Trent Capital Limited. The Company has a
61% net equity holding within the business which is registered at 17 Walkergate, Berwick-upon-Tweed, Northumberland, TD15 1DJ and the
principal business address is Unit 7 Newton Chambers Way, Thornecliffe Industrial Estate, Chapeltown, Sheffield, S35 2PH. The Investment
Manager valued holdings in Trent Capital Limited at nil (2024: nil).
> Coventry Student Accommodation 1 Limited (“Coventry”, wholly owned asset). The Company holds an unquoted investment in Coventry. As
at 31 December 2025, the Company owns 100% of the business. The registered office and principal place of business of Coventry is 4th Floor,
140 Aldersgate Street, London, United Kingdom, EC1A 4HY. The Investment Manager’s valuation of the holdings in Coventry is £1.9 million as
at 31 December 2025 (2024: £1.9 million).
> RMC Lending Limited (“RMC Lending”). The Company acquired 100% of RMC Lending’s equity in 2024. The registered office of RMC Lending
is 4th Floor, 7 Castle Street, Edinburgh, Scotland, EH2 3AH, with registered number SC521046. The sole principal activity of RMC Lending
to date has comprised direct lending through sourcing long-term debt finance from third-party providers and making loans to UK-based
companies, under the terms of the UK Government’s Coronavirus Business interruption Loan Scheme and the Recovery Loan Scheme.
Valuation Approach and Sensivity
Although the fair value estimation of the loans is dependent on multiple factors, including inputs received from the Investment
Manager,discussions held with the Investment Manager and judgements applied by the Investment Manager and Forvis Mazars, the only
significant unobservable input is the discount rate applied in the fair value estimation.
The Company’s portfolio is valued based on expected realisable proceeds. This approach is in line with the realisation strategy of the Company and
reflects the estimated amounts recoverable through the orderly disposal of the Company’s assets over an appropriate timeframe.
The Investment Manager provides the Board (subject to approval) with valuation recommendations, taking into account market conditions,
liquidity, expected exit routes and available recent peer transactional evidence.
Type of asset Valuation approach
Key
unobservable
input Input value
Inter-relationship between key unobservable inputs
and fair value measurement
Loans The fair value of loans in the portfolio have been
assessed using a discounted 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.

RM Infrastructure Income PLC
Annual Report & Accounts 2025
56
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
4. Income
Year ended
31 December 2025
£’000
Year ended
31 December 2024
£’000
Income from investments
Bond and loan – cash interest 2,957 6,982
Bond and loan – PIK interest 279 294
Arrangement fees – 154
Other income 181 212
Revenue Income 3,417 7,642
Proceeds from Coventry Street insurance claim 245 824
Capital Income 245 824
5. Investment management fee
Year ended
31 December 2025
£’000
Year ended
31 December 2024
£’000
Basic fee:
Investment management fee 597 860
Incentive fee 179 197
Total 776 1,057
The Investment Manager is appointed under a contract subject to 12 months’ notice. Pursuant to the amended Investment Manager Agreement
(“IMA”) following the Company being put into managed wind-down status, the Investment Manager is entitled to a management fee calculated
at the rate of 0.875 per cent. of NAV per annum (payable monthly in arrears) subject to a minimum fee of £33,300 payable monthly in arrears,
subject to renegotiation with the Board, until the earlier of;
> the Company’s liquidation;
> the value of the Company’s portfolio (excluding cash and other liquid assets) being less than or equal to £35 million; or
> 31 December 2026.
During the financial year, the value of the Company’s investment portfolio (excluding cash and other liquid assets) reduced below £35 million.
In accordance with the amended Investment Management Agreement (“IMA”), the Board reviewed the ongoing fee arrangements in light of the
Company’s wind-down status. In April 2026, the Board and the Investment Manager formally agreed to renegotiate the fee terms such that
the Investment Manager’s management fee continues to be payable notwithstanding the portfolio value having reduced below the £35 million
threshold. Accordingly, management fees have continued to be accrued and recognised in the financial statements in line with the renegotiated
terms approved by the Board.
Additionally, an incentive fee will be accrued from 20 December 2023, being the date the Company entered managed wind-down, on any loan that
is repaid or sold at or above the NAV as at that date, save for those loans where the capital is used to repay any leverage or held as a cash balance
for future commitments, of 1.375 per cent. on loans repaid or sold until 31 December 2024 and 1.125 per cent. on loans repaid during 2025.
To incentivise the Investment Manager to continue to work on the tail of the portfolio, the Incentive Fee will be subject to the following escrow and
payment mechanism: (i) 50 per cent. of the fee will be paid in cash to the Investment Manager at the end of each month when a loan is repaid or
sold and (ii) the remaining 50 per cent. will, so long as the Shares trade at a discount to the latest published NAV, be used by the Company to buy
back Shares on the market, and otherwise held by the Company in escrow.
The newly acquired Shares purchased as a result of the payment of the Incentive Fee under (ii) above will be held by the Company in treasury until
the Company is liquidated, and, together with cash amounts held in escrow will vest to the Investment Manager in the following proportions
depending on the amount of aggregated net proceeds distributed to shareholders:
Notes to the financial statements
Continued

RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report
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Financial statements >
Other information
Statement of comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
57
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
5. Investment management fee continued
> 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
£’000
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
£’000
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.

RM Infrastructure Income PLC
Annual Report & Accounts 2025
58
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
6. Other expenses
Year ended
31 December 2025
£’000
Year ended
31 December 2024
£’000
Basic fee charged to revenue:
Administration fees 205 191
Auditor’s remuneration:
– Statutory audit fees 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
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Analysis of tax charge/(credit) for the year:
Corporation tax – – – – – –
Total current tax charge (see note 7 (b)) – – – – – –
(b) Factors Affecting the tax charge for the year:
The effective UK corporation tax rate for the year is 25.00% (2024: 25.00%).
The tax charge differs from the charge resulting from applying the standard rate of UK corporation tax for an investment trust company. The
differences are explained below:
Year ended 31 December 2025 Year ended 31 December 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Return on ordinary activities before taxation 1,696 (8,802) (7,106) 5,447 (2,148) 3,299
UK corporation tax at 25.0% (2024: 25.0%) 424 (2,201) (1,777) 1,362 (537) 825
Effects of:
Fair value losses not deductible – 2,201 2,201 – 743 743
Non-taxable income – – – – (206) (206)
Interest distributions paid/payable (119) – (119) (1,505) – (1,505)
Excess management expenses (utilised)/carried forward (305) – (305) 143 – 143
Total tax charge – – – – – –
The Company is not liable to tax on capital gains due to its status as an investment trust.
Notes to the financial statements
Continued

RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report
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Statement of comprehensive income
Statement of financial position
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Statement of cash flows
Notes to the financial statements
59
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
7. Taxation continued
(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
31 December 2025
£’000
Year ended
31 December 2024
£’000
Amounts falling due within one year:
Bond and loan interest receivable 952 2,316
Coventry Street receivables 1,734 2,958
Prepayments and other receivables 287 226
2,973 5,500
9. Payables
Year ended
31 December 2025
£’000
Year ended
31 December 2024
£’000
Amounts falling due within one year:
Wind down costs provision 945 943
Other payables 639 546
1,584 1,489

RM Infrastructure Income PLC
Annual Report & Accounts 2025
60
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
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
of Shares in issue
Tender Offer –
Shares redeemed
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
The table below sets out the share movement for the year ended 31 December 2024.
Opening balance
of Shares in issue
Tender Offer –
Shares redeemed
Shares bought back
into Treasury
Shares held in
Treasury
Shares in issue at
31 December 2024
Ordinary Shares 117,586,359 (19,738,338) (269,595) 269,595 97,848,021
Ordinary Share buy backs
During the year, the Company bought back 91,227 (31 December 2024: 269,595) Ordinary Shares for an aggregate cost of £66,000 (31 December
2024: £197,000). See Note 5 for more details of these buy backs. The Company also returned capital as a result of a Tender Offer amounting to
21,627,821 (31 December 2024: 19,738,338) Ordinary shares for an aggregate cost of £17,458,260 (31 December 2024: £17,529,910).
Since the year end, a further 180,560 (2024: 89,044) Ordinary Shares have been bought back to be held in Treasury for an aggregate cost of
£28,100 (2024: £64,688).
11. Return per ordinary share
Total return per Ordinary Share is based on the loss on ordinary activities after taxation of £7,106,000 (2024: gain of £3,299,000) which comprise
of positive revenue return of £1,696,000 (2024: £5,447,000) and negative capital return of £8,802,000 (2024: £2,148,000).
Based on the weighted average of number of 86,244,132 (2024: 112,657,232) Ordinary Shares in issue for the year ended 31 December 2025, the
returns per share were as follows:
Year ended 31 December 2025 Year ended 31 December 2024
Revenue Capital Total Revenue Capital Total
Return per ordinary share 1.97p (10.21p) (8.24p) 4.84p (1.91p) 2.93p
Notes to the financial statements
Continued

RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report
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Statement of comprehensive income
Statement of financial position
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Statement of cash flows
Notes to the financial statements
61
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
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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
Ordinary
share
Revenue
£’000
Capital
£’000
Total
£’000
Pence per
Ordinary
share
Revenue
£’000
Capital
£’000
Total
£’000
2024 Interim – Paid 4 Apr 2025
(2024: 2 Apr 2024) 0.6250p 609 – 609 1.6250p 1,911 – 1,911
2025 Interim – n/a
(2024: 28 Jun 2024) – – – – 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
(2024: 29 Nov 2024) – – – – 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
Ordinary
share
Revenue
£’000
Capital
£’000
Total
£’000
Pence per
Ordinary
share
Revenue
£’000
Capital
£’000
Total
£’000
2025 Interim – n/a
(2024: 28 Jun 2024) – – – – 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
(2024: 29 Nov 2024) – – – – 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.

RM Infrastructure Income PLC
Annual Report & Accounts 2025
62
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
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).
Notes to the financial statements
Continued

RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report
Governance
Financial statements >
Other information
Statement of comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
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15. Financial instruments continued
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
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Financial assets:
Financial assets – Bonds – – – – – 4,772 – 4,772
Financial assets – Private loans – – 32,259 32,259 – – 63,308 63,308
Financial assets – Equity investment – – 1,719 1,719 – – 1,719 1,719
Forward currency contracts – (41) – (41) – 299 – 299
Total financial assets – (41) 33,978 33,937 – 5,071 65,027 70,098
The forward exchange contract has been presented at net exposure with the net unrealised gains of £41,000 (2024: unrealised loss of £298,810)
and have been classified as Level 2 investments.
Investments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or
alternative pricing sources supported by observable inputs are classified within Level 2.
Level 3 holdings are valued using a discounted cash flow analysis and benchmarked discount/interest rates appropriate to the nature of the
underlying loan and the date of valuation.
There have been no transfers between levels during the reporting period (2024: none).
Reconciliation of the Level 3 classification investments during the year to 31 December 2025 is shown below:
31 December 2025 31 December 2024
Equity
£’000
Loan
£’000
Total
£’000
Equity
£’000
Loan
£’000
Total
£’000
Balance as at beginning of the year 1,719 63,308 65,027 2,966 87,312 90,278
New loans during the year – 8,094 8,094 – 2,629 2,629
Repayments during the year – (36,655) (36,655) – (23,688) (23,688)
Realised gains during the year – (3,366) (3,366) – (2,027) (2,027)
Unrealised gains at the year end – 878 878 (1,247) (918) (2,165)
Closing balance as at 31 December 1,719 32,259 33,978 1,719 63,308 65,027
Valuation and existence of bonds and private loan investments
During the year ended 31 December 2025, the Company held assets in bonds and holds assets private loan investments. The valuation and
existence of these bonds and private loan investments are the most material matter in the production of the financial statements. The Company
had no holdings in bonds as at the year end.
The bonds and private loan investments are valued by an independent valuer (Mazars LLP) and the valuations at year end were agreed to the
valuer’s report. The valuation process has been comprehensively reviewed during the year, and is monitored, by the Board, the Manager and the
AIFM. The process includes quantitative and qualitative analysis, with the analysis performed on a loan-by-loan basis and the valuation of each
loan taking into account the relevant risks and returns associated with that loan. The Audit and Management Engagement Committee reviewed
valuation reports and also the procedures in place for ensuring accurate valuation and existence of investments and recommended these to the
Board for review and approval.
The Board has appointed a third-party service provider (Mazars LLP) to value the Company’s loan investments, in accordance with IFRS. The
Directors have satisfied themselves as to the methodology used, the discount rates and key assumptions applied and the overall valuation of the
investments.

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Job No: 104615 Proof Event: 11 Black Line Level: 5 Park Communications Ltd Alpine Way London E6 6LA
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15. Financial instruments continued
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
bearing
£’000
Non-interest
bearing
£’000
Total
£’000
Interest
bearing
£’000
Non-interest
bearing
£’000
Total
£’000
GB sterling 24,040 1,719 25,759 59,985 1,719 61,704
Euro 8,178 – 8,178 8,394 – 8,394
Total investment 32,218 1,719 33,937 68,379 1,719 70,098
Cash and cash equivalents 21,553 – 21,553 8,572 – 8,572
Receivables – 2,973 2,973 – 5,500 5,500
Payables – (1,584) (1,584) – (1,489) -1,489
Total 53,771 3,108 56,879 76,951 5,730 82,681
Price risk sensitivity
The effect on the portfolio of a 10.0% increase or decrease in the value of the loans would have resulted in an increase or decrease of £3,394,000
(2024: £7,010,000) in the investments held at fair value through profit or loss at the period end date. This analysis assumes that all other
variables remain constant. Further details is provided in Note 3.
(ii) Credit risks
The Company’s investments will be predominantly in the form of private loans whose revenue streams are secured against contracted, predictable
medium to long-term cash flows and/or physical assets, and whose debt service payments are dependent on such cash flows and/or the sale or
refinancing of the physical assets. The key risks relating to the private loans include risks relating to counterparty default, senior debt covenant
breach risk, bridge loans, delays in the receipt of anticipated cash flows and borrower default, and collateral risks.
The Company is also exposed to the risk of default on cash held at the bank and other trade receivables. The maximum exposure to credit risk
on cash at bank and other trade receivables at 31 December 2025 was £21,553,000 and £2,973,000 respectively (2024: £8,572,000 and
£5,500,000). None of these amounts are considered past due or impaired and interest is based on the prevailing money market rates.
Notes to the financial statements
Continued

RM Infrastructure Income PLC
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Financial statements >
Other information
Statement of comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
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15. Financial instruments continued
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
£’000
Maximum
exposure
£’000
Fair value
£’000
Maximum
exposure
£’000
Private loan investments 32,259 32,259 63,308 63,308
Bond investments – – 4,772 4,772
Cash and cash equivalent 21,553 21,553 8,572 8,572
Receivables 2,973 2,973 5,500 5,500
Total 56,785 56,785 82,152 82,152
Management of risks
The Investment Manager reports a number of key metrics on a monthly basis to its Credit Committee including pipeline project information,
outstanding loan balances, lending book performance and early warning indicators. The Investment Manager monitors ongoing credit risks in
respect of the loans. Typically, the Company’s loan investments are private loans and would usually exhibit credit risk classified as ‘non-investment
grade’ if a public rating agency was referenced.
The Company’s main cash balances are held with The Royal Bank of Scotland plc (“RBS”). Bankruptcy or insolvency of the bank holding cash
balances may cause the Company’s rights with respect to the cash held by them to be delayed or limited. The Company manages its risk by
monitoring the credit quality of RBS on an ongoing basis.
(iii) Interest rate risks
Private Loans
The Company may make loans based on estimates or projections of future interest rates because the Investment Manager expects that the
underlying revenues and/or expenses of a borrower to whom the Company provides loans will be linked to interest rates, or that the Company’s
returns from a loan are linked to interest rates. If actual interest rates differ from such expectation, the net cash flows of the borrower or payable
to the Company may be lower than anticipated.
Interest rate sensitivity
Interest Income earned by the Company is primarily derived from fixed interest rates. The interest earned from the floating element of loan and
debt security investments is not significant. Based on the Company’s private loan investments, bond investments, cash and cash equivalents as at
31 December 2025, a 1.00% increase/(decrease) (2024: 1.00% increase/(decrease)) in interest rates, all other things being equal, would lead to a
corresponding increase/(decrease) in the Company’s income as follows.
As at 31 December 2025 As at 31 December 2024
1.00% Increase
£’000
1.00% Decrease
£’000
1.00% Increase
£’000
1.00% Decrease
£’000
Private loan investments 323 (323) 633 (633)
Bond investments – – 48 (48)
Equity investments 17 (17) 17 (17)
Cash and cash equivalent 216 (216) 86 (86)
Total 556 (556) 784 (784)
Management of risks
The Investment Manager’s investment process takes into account interest rate risk. The investment strategy is to invest in private loans with maturities
typically between 2 and 10 years. Exposure to predominantly higher yielding loans and possible floating rate investments can mitigate interest rate risk
to some extent. On a monthly basis, the Investment Manager reviews fixed/floating and weighted average life of the portfolio for interest rate risk.

RM Infrastructure Income PLC
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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
£’000
31 December 2024
£’000
Within one month – –
Between one and three months 639 546
Between three months and one year – –
More than one year 945 943
Total 1,584 1,489
The Investment Manager manages the Company’s liquidity risk by investing in a diverse portfolio of loans and secured debt instruments in line
with the Company’s Investment Policy and Investment restrictions. The Investment Manager may utilise other measures such as borrowing, share
issues including treasury shares for liquidity purposes. The Investment Manager performs stress tests on the Company’s income and expenses
and the Directors, and the Investment Manager remain comfortable that the Company has substantial operating expenses cover and adequate
liquidity.
The maturity profile of the Company’s portfolio as at the year end is as follows:
31 December 2025
£’000
31 December 2024
£’000
Within one month – 9,537
Between one and three months – 21,276
Between three months and one year 2,863 19,579
More than one year 31,074 19,706
Total 33,937 70,098
(v) Foreign currency risks
Foreign currency risk is the risk that the value of a financial instrument will fluctuate because of changes in foreign currency exchange rates.
Currency risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the
Company’s functional currency. The Company invests in debt security instruments that are denominated in currencies other than sterling.
Accordingly, the value of the Company’s assets may be affected favourably or unfavourably by fluctuations in currency rates and therefore the
Company will necessarily be subject to foreign exchange risks.
Based on the financial assets and liabilities at 31 December 2025 and all other things being equal, if sterling had weakened against the local
currencies by 10%, the impact on the Company’s net assets at 31 December 2025 would have been as follows:
31 December 2025
£’000
31 December 2024
£’000
Euro 228 247
US dollar – –
Total 228 247
Notes to the financial statements
Continued

RM Infrastructure Income PLC
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Strategic report
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Financial statements >
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Statement of comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
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15. Financial instruments continued
Foreign currency risk profile
31 December 2025 31 December 2024
Investment
exposure
£’000
Net monetary
exposure
£’000
Total
currency
exposure
£’000
Investment
exposure
£’000
Net monetary
exposure
£’000
Total
currency
exposure
£’000
Euro 2,283 – 2,283 2,469 – 2,469
US dollar – 1 1 – 1 1
Total 2,283 1 2,284 2,469 1 2,470
Management of currency risks
The Company’s Investment Manager monitors the currency risk of the Company’s portfolio on a regular basis. Foreign currency exposure is
regularly reported to the Board by the Investment Manager. The Investment Manager may hedge any currency back to sterling as they see fit.
Fair values of financial assets and liabilities
All financial assets and liabilities of the Company are either recorded at fair value in the statement of financial position, or, where they are recorded
at amortised cost, such carrying amounts are a reasonable approximation of fair value.
Capital management
The Company considers its capital to consist of its share capital of Ordinary Shares of 1 pence each, its distributable reserves, which comprise
Revenue reserve, Capital reserve and the Special reserve. In accordance with accounting standards, the Company’s Ordinary Shares are considered
to be equity.
The Company has a stated discount control policy. The Investment Manager and the Company’s brokers monitor the demand for the Company’s
shares and the Directors review the position at Board meetings. Further details on share issues during the year and the Company’s policies for
issuing further shares and buying back shares (including the Company’s discount management) can be found in the Directors’ Report.
During the year, the Company bought back 91,227 shares (2024: 269,595) which are held in treasury. The Company’s policy on borrowing is
detailed in the Directors’ Report.

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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.
Notes to the financial statements
Continued

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RM Infrastructure Income PLC
Annual Report & Accounts 2025
Half-yearly review
Financial statements
Other information >
Alternative Performance Measures (“APMs”)
Glossary
Directors, Investment Manager and Advisers
Notice of Annual General Meeting
Notes to Notice of Annual General Meeting
Form of Proxy
Other information
69

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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.
Page
As at
31 December 2025
£’000
As at
31 December 2024
£’000
NAV per Ordinary Share (p) a 2 74.98 84.73
Share price (p) b 2 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.
Page
31 December 2025
£’000
31 December 2024
£’000
Cash and cash equivalents 47 21,553 8,572
Total borrowings less cash and cash equivalents a 47 (21,553) (8,572)
Net assets b 47 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.
Page
Year ended
31 December 2025
£’000
Year ended
31 December 2024
£’000
Average NAV (£’000) a n/a 75,702 98,223
Annualised recurring expenses* b n/a 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).
Alternative Performance Measures (“APMs”)

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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 Page NAV Share Price
Opening at 1 January 2025 (p) a 2 84.73 73.50
Closing at 31 December 2025 (p) b 2 74.98 63.75
Dividend reinvestment factor c n/a 1.0156 1.0184
Adjusted closing (d = b x c) d n/a 76.49 64.95
Total return (d/a)-1 -10.13% -11.67%
As at 31 December 2024 Page NAV Share Price
Opening at 1 January 2024 (p) a n/a 88.88 74.25
Closing at 31 December 2024 (p) b 2 84.73 73.50
Dividend reinvestment factor c n/a 1.0765 1.0903
Adjusted closing (d = b x c) d n/a 91.21 80.14
Total return (d/a)-1 +2.62% +7.93

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Glossary
Admission Admission of the Ordinary Shares to the premium listing segment of the Official List of the UKLA
and admission of the Shares to trading on the main market for listed securities of the London Stock
Exchange.
AIC Association of Investment Companies.
Alternative Investment Fund or “AIF” An investment vehicle under AIFMD. Under AIFMD (see below) the Company is classified as an AIF
Alternative Investment Fund
Managers Directive of “AIFMD”
A European Union directive which came into force on 22 July 2013 and has been implemented
Managers Directive or “AIFMD” in the UK.
Annual General Meeting or “AGM” A meeting held once a year which Shareholders can attend and where they can vote on resolutions
to be put forward at the meeting and ask directors questions about the Company in which they are
invested.
CTA 2010 Corporation Tax Act 2010.
Custodian An entity that is appointed to safeguard a company’s assets.
Discount The amount, expressed as a percentage, by which the share price is less than the net asset value per
share.
Dividend Income receivable from an investment in shares.
Ex-dividend date The date from which you are not entitled to receive a dividend which has been declared and is due to
be paid to Shareholders.
Financial Conduct Authority or “FCA” The independent body that regulates the financial services industry in the UK.
Gearing A way to magnify income and capital returns, but which can also magnify losses. A bank loan is a
common method of gearing.
Index A basket of stocks which is considered to replicate a particular stock market or sector.
Investment company A company formed to invest in a diversified portfolio of assets.
Investment Trust An investment company which is based in the UK and which meets certain tax conditions which
enables it to be exempt from UK corporation tax on its capital gains. The Company is an investment
trust.
Leverage An alternative word for “Gearing”.
Under AIFMD, leverage is any method by which the exposure of an AIF is increased through borrowing
of cash or securities or leverage embedded in derivative positions.
Under AIFMD, leverage is broadly similar to gearing, but is expressed as a ratio between the assets
(excluding borrowings) and the net assets (after taking account of borrowing). Under the gross
method, exposure represents the sum of the Company’s positions after deduction of cash balances,
without taking account of any hedging or netting arrangements. Under the commitment method,
exposure is calculated without the deduction of cash balances and after certain hedging and netting
positions are offset against each other.
Liquidity The extent to which investments can be sold at short notice.

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Financial statements
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Directors, Investment Manager and Advisers
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Loans or Secured Debt Instruments Secured debt instruments of UK SMEs and mid-market corporates and/or individuals including any
loan, promissory notes, lease, bond, or preference share such debt instruments.
Net Assets An investment company’s assets less its liabilities.
Net asset value (NAV) per Ordinary
Share
Net assets divided by the number of Ordinary Shares in issue (excluding any shares held in treasury).
Ordinary Shares The Company’s Ordinary Shares of 1 pence each in the capital of the Company.
Portfolio A collection of different investments held in order to deliver returns to Shareholders and to spread risk.
Reference NAV The value at which the loan or asset as included in the Net Asset Value on the reference date (being
90.35 pence per Ordinary Share or 106,233,875 in aggregate). The Reference NAV shall be calculated
by deducting from the Reference NAV any cash amounts held in escrow at the Termination Date and
the net assets of the Company as at the Termination Date (including an accrual for an estimate of
the costs of the Company as determined by the Company’s board of directors in its sole discretion
acting reasonably and in good faith until its liquidation is completed) but adding back the costs and
expenses incurred by the Company in returning cash to shareholders and any other extraordinary
expenses or costs outside of the ordinary course of realising the portfolio and operating the Company
in accordance with past practice.
Share buyback A purchase of a company’s own shares. Shares can either be bought back for cancellation or held in
treasury.
Share price The price of a share as determined by a relevant stock market.
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.
Treasury shares A company’s own shares which are available to be sold by a company to raise funds.
Volatility A measure of how much a share moves up and down in price over a period of time.

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Company Information
Directors
Norman Crighton (Non-executive Chair)
Marlene Wood
Guy Heald
Investment Manager
RM Capital Markets Limited
4th Floor
7 Castle Street
Edinburgh
EH2 3AH
Broker
Singer Capital Markets
1 Bartholomew Lane
London
EC2N 2AX
Valuation Agent
Forvis Mazars LLP
30 Old Bailey
London
EC4M 7AU
Registered office*
4th Floor
140 Aldersgate Street
London
EC2Y 5AS
* Registered in England and Wales No. 10449530
Custodian
US Bank Global Corporate Trust Services
125 Old Broad Street
London
EC2N 1AR
Administrator and Company Secretary
Apex Listed Companies Services (UK) Limited
140 Aldersgate Street
London
EC1A 4HY
AIFM
FundRock Management Company (Guernsey) Limited
1 Royal Plaza
Royal Avenue
St Peter Port
Guernsey
GY1 2HL
Auditors
Ernst & Young LLP
25 Churchill Place
Canary Wharf
London
E14 5EY
Registrar
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds
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RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report
Governance
Financial statements
Other information >
Alternative Performance Measures (“APMs”)
Glossary
Directors, Investment Manager and Advisers
Notice of Annual General Meeting
Notes to Notice of Annual General Meeting
Form of Proxy
75
Job No: 104615 Proof Event: 5 Black Line Level: 1 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Notice is hereby given that the Annual General Meeting of RM Infrastructure Income Plc will be held at the offices of Singer Capital Markets,
1Bartholomew Lane, London EC2N 2AX on 4 June 2026 at 11:00 a.m. for the following purposes:
To consider and if thought fit pass the following resolutions of which resolutions 1 to 8 will be proposed as ordinary resolutions and resolutions 9
and 10 will be proposed as special resolutions.
ORDINARY BUSINESS
1. To receive the Company’s Annual Report and Accounts for the year ended 31 December 2025 (the “Annual Report”).
2. To approve the Directors’ Remuneration Report.
3. To re-elect Norman Crighton as a Director.
4. To re-elect Guy Heald as a Director.
5. To re-elect Marlene Wood as a Director.
6. To re-appoint Ernst & Young LLP as auditors to the Company.
7. To authorise the Directors to determine the remuneration of the Auditor.
8. To approve the Company’s dividend Policy.
SPECIAL BUSINESS
To consider and if thought fit, pass Resolutions 9 and 10 as Special Resolutions:
9. AUTHORITY TO MAKE MARKET PURCHASES
That the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the Companies Act 2006 (“the
Act”) to make market purchases (within the meaning of section 693(4) of the Act) of its Ordinary Shares of 1p each, provided that:
(a) the maximum number of Ordinary Shares hereby authorised to be purchased shall be 11,344,255 (representing 14.99 per cent of the
Company’s issued Ordinary Share capital (excluding shares held in Treasury) at the date of the notice of this meeting);
(b) the minimum price (exclusive of any expenses) which may be paid for an Ordinary Share is 1p;
(c) the maximum price (excluding expenses) which may be paid for an Ordinary Share is not more than the higher of (i) 5 per cent above the
average of the middle market quotations for the Ordinary Shares for the five business days immediately before the day on which it purchases
that share and (ii) the higher of the price of the last independent trade and the highest current independent bid for the Ordinary Shares;
(d) the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company in 2026 or, if earlier, on the expiry
of 15 months from the passing of this resolution, unless such authority is renewed prior to such time; and
(e) the Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of such authority,
which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of Ordinary Shares pursuant to
any such contract.
10. NOTICE OF GENERAL MEETING
That a general meeting of the Company other than an Annual General Meeting may be called on not less than 14 days’ notice, provided that this
authority shall expire at the conclusion of the Company’s next Annual General Meeting after the date of the passing of this resolution.
By order of the Board
For and on behalf of Apex Listed Companies Services (UK) Limited
Company Secretary
1 May 2026
Registered Office:
4th Floor
140 Aldersgate Street
London
EC1A 4HY
Notice of Annual General Meeting

RM Infrastructure Income PLC
Annual Report & Accounts 2025
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Job No: 104615 Proof Event: 5 Black Line Level: 1 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Job No: 104615 Proof Event: 5 Black Line Level: 1 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Website address
1. Information regarding the meeting, including the information required by section 311A of the Companies Act 2006, is available from
https://rm-funds.co.uk/rm-infrastructure-income/investor-relations/.
Entitlement to attend and vote
2. Only those holders of Ordinary Shares of 1 pence registered on the Company’s register of members at close of business on 2 June 2026 (or, in
the event of any adjournment, on the date which is two days before the time of the adjourned meeting), shall be entitled to attend and vote at
the meeting.
Appointment of Proxies
3. Members entitled to attend, speak and vote at the meeting (in accordance with Note 2 above) are entitled to appoint one or more proxies to
vote electronically via the Investor Centre app or web browser at https://uk.investorcentre.mpms.mufg.com/, Shares held in uncertificated
form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with procedures set out in the CREST Manual and
institutional investor may also be able to appoint a proxy electronically via the Proxymity platform. In the case of joint members, only one
needs to sign the Form of Proxy. The vote of the senior joint member will be accepted to the exclusion of the votes of the other joint members.
For this purpose, seniority will be determined by the order in which the names of the members appear in the register of members in respect
of the joint shareholding. Unless otherwise indicated on the Form of Proxy, CREST, Proxymity or any other electronic voting instruction, the
proxy will vote as they think fit or, at their discretion, withhold from voting. The completion and return of the Form of Proxy will not stop you
attending and voting in person at the meeting should you wish to do so. A proxy need not be a member of the Company. You may appoint
more than one proxy provided each proxy is appointed to exercise the rights attached to a different share or shares held by you. If you choose
to appoint multiple proxies use a separate copy of this form (which you may photocopy) for each proxy, and indicate after the proxy’s name
the number of shares in relation to which they are authorised to act (which, in aggregate, should not exceed the number of Ordinary Shares
held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and returned in
the same envelope.
4. You can appoint the Chairman of the Meeting, or any other person, as your proxy. If you wish to appoint someone other than the Chairman,
cross out the words “the Chairman of the Meeting” on the Form of Proxy and insert the full name of your appointee.
5. You can instruct your proxy how to vote on each resolution by ticking the “For” and “Against” boxes as appropriate (or entering the number
of shares which you are entitled to vote). If you wish to abstain from voting on any resolution please tick the box which is marked “Vote
Withheld”. It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes “For”
and “Against” a resolution. If you do not indicate on the Form of Proxy how your proxy should vote, he/she can exercise his/her discretion as
to whether, and if how so how, he/she votes on each resolution, as he/she will do in respect of any other business (including amendments to
resolutions) which may properly be conducted at the meeting.
A company incorporated in England and Wales or Northern Ireland should execute the Form of Proxy under its common seal or otherwise in
accordance with Section 44 of the Companies Act 2006 or by signature on its behalf by a duly authorised officer or attorney whose power of
attorney or other authority should be enclosed with the Form of Proxy.
Proxy Voting
6. You will not receive a hard copy form of proxy for the 2026 AGM in the post. Instead, you will be able to vote electronically via Investor Centre
app or web browser at https://uk.investorcentre.mpms.mufg.com/. You will need to log into your Investor Centre account or register if
you have not previously done so. Once you have setup your account you will need to add your shareholding by clicking ‘Add Holding’ in the
‘Portfolio’ section and following the on-screen instructions. You will require your Investor Code (IVC) to add your shareholding. You can find
your IVC on your share certificate or by contacting our Registrar, MUFG Corporate Markets. The Investor Centre is a free app for smartphone
and tablet provided by MUFG Corporate Markets (the company’s registrar). It allows you to securely manage and monitor your shareholdings
in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more.
The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below. Alternatively, you
may access the Investor Centre via a web browser at: https://uk.investorcentre.mpms.mufg.com/.
Notes to Notice of Annual General Meeting

RM Infrastructure Income PLC
Annual Report & Accounts 2025
Strategic report
Governance
Financial statements
Other information >
Alternative Performance Measures (“APMs”)
Glossary
Directors, Investment Manager and Advisers
Notice of Annual General Meeting
Notes to Notice of Annual General Meeting
Form of Proxy
77
Job No: 104615 Proof Event: 5 Black Line Level: 1 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Appointment of Proxy through physical Form of Proxy
7. If you require a hard copy Form of Proxy (or assistance with how to complete, sign and return it) or assistance in submitting your proxy
appointment electronically, please email at shareholderenquiries@cm.mpms.mufg.com or call MUFG Corporate Markets
on +44 (0)371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged
at the applicable international rate. Lines are open 9:00 a.m. to 5:30 p.m., Monday to Friday, excluding public holidays in England and Wales.
The Form of Proxy must arrive at MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL during usual business
hours accompanied by any power of attorney under which it is executed (if applicable) no later than 11:00 a.m. on 2 June 2026 (or in the case
of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting).
Appointment of Proxy through CREST
8. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting
to be held on the above date and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST Personal
Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to
their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy
Instruction”) must be properly authenticated in accordance with Euroclear UK & International Limited’s specifications and must contain
the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the
appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted
so as to be received by the Company’s agent (ID: RA10) by the latest time(s) for receipt of proxy appointments specified in the notice of
meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the
CREST Applications Host) from which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by
CREST. After this time any change of instructions to a proxy’s appointee through CREST should be communicated to the appointee through
other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International
Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will
therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the
CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST
sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST
system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are
referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated
Securities Regulations 2001.
All messages relating to the appointment of a proxy or an instruction to a previously appointed proxy, which are to be transmitted through
CREST, must be lodged at 11:00 a.m. on 2 June 2026 in respect of the meeting. Any such messages received before such time will be deemed
to have been received at such time. In the case of an adjournment, all messages must be lodged with MUFG Corporate Markets no later than
48 hours before the rescheduled meeting.
Appointment of Proxy through Proxymity
9. If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has
been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.
io. Your proxy must be lodged by 11:00 a.m. on 2 June 2026 in order to be considered valid or, if the meeting is adjourned, by the time
which is 48 hours before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to
Proxymity’s associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern
the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending
an authenticated message via the platform instructing the removal of your proxy vote.

RM Infrastructure Income PLC
Annual Report & Accounts 2025
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Job No: 104615 Proof Event: 5 Black Line Level: 1 Park Communications Ltd Alpine Way London E6 6LA
Customer: APEX Project Title: RMII Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Termination of proxy appointments
10. In order to revoke a proxy instruction you will need to inform the Company. Please send a signed hard copy notice clearly stating your
intention to revoke your proxy appointment to MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL.
In the case of a member which is a company, the revocation notice must be executed under its common seal or otherwise in accordance
with section 44 of the Companies Act 2006 or by signature on its behalf by an officer or attorney whose power of attorney or other authority
should be included with the revocation notice.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified in note 2 opposite then, subject to the
paragraph directly below, your proxy will remain valid.
Completion of a Form of Proxy will not preclude a member from attending and voting in person. If you have appointed a proxy and attend the
meeting in person, your proxy appointment will be automatically terminated.
If you submit more than one valid proxy appointment in respect of the same Ordinary Shares, the appointment received last before the latest
time for receipt of proxies will take precedence.
Nominated Persons
11. If you are a person who has been nominated under section 146 of the Companies Act 2006 to enjoy information rights:
> You may have a right under an agreement between you and the member of the Company who has nominated you to have information
rights (Relevant Member) to be appointed or to have someone else appointed as a proxy for the meeting.
> If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement
between you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights.
> Your main point of contact in terms of your investment in the Company remains the Relevant Member (or, perhaps, your custodian or
broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal
details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly
requests a response from you.
If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not
have a right to appoint any proxies under the procedures set out in the notes to the form of proxy.
Questions at the Meeting
12. Under section 319A of the Companies Act 2006, the Company must answer any question you ask relating to the business being dealt with at
the meeting unless:
> answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
> the answer has already been given on a website in the form of an answer to a question; or
> it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
Issued Shares and total voting rights
13. As at 27 April 2026 (the latest practicable date before the publication of the Notice) the Company’s issued share capital consisted of
76,220,200 Ordinary Shares and 541,382 Ordinary Shares were held in Treasury. Therefore, the total number of voting rights in the Company
is 75,678,818 Ordinary Shares.
Communication
14. Except as provided above, members who have general queries about the meeting should use the following means of communication (no
other methods of communication will be accepted):
> calling MUFG Corporate Markets shareholder helpline (lines are open from 9:00 a.m. to 5:30 p.m. Monday to Friday, excluding public
holidays):
(i) From UK: 0371 664 0300 (calls are charged at the standard geographic rates and will vary by provider);
(ii) From Overseas: +44 371 664 0300 (calls from outside the UK are charged at applicable international rates); or
> in writing to MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL.
You may not use any electronic address provided either in this notice of meeting or in any related documents (including the Form of Proxy for this
meeting) to communicate with the Company for any purposes other than those expressly stated.
Notes to Notice of Annual General Meeting
Continued

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RM Infrastructure Income PLC Annual Report & Accounts 2025