213800OQLX64UNS38U92 2025-01-01 2025-12-31 213800OQLX64UNS38U92 2024-01-01 2024-12-31 213800OQLX64UNS38U92 2023-12-31 213800OQLX64UNS38U92 2024-12-31 213800OQLX64UNS38U92 2025-12-31 213800OQLX64UNS38U92 2024-01-01 2024-12-31 ifrs-full:CapitalReserveMember 213800OQLX64UNS38U92 2024-01-01 2024-12-31 dgip:RevenueReserveMember 213800OQLX64UNS38U92 2025-01-01 2025-12-31 ifrs-full:CapitalReserveMember 213800OQLX64UNS38U92 2025-01-01 2025-12-31 dgip:RevenueReserveMember 213800OQLX64UNS38U92 2024-12-31 ifrs-full:PreviouslyStatedMember 213800OQLX64UNS38U92 2023-12-31 ifrs-full:PreviouslyStatedMember 213800OQLX64UNS38U92 2023-12-31 dgip:RevenueReserveMemberifrs-full:PreviouslyStatedMember 213800OQLX64UNS38U92 2023-12-31 ifrs-full:CapitalReserveMemberifrs-full:PreviouslyStatedMember 213800OQLX64UNS38U92 2023-12-31 ifrs-full:IssuedCapitalMemberifrs-full:PreviouslyStatedMember 213800OQLX64UNS38U92 2024-12-31 dgip:RevenueReserveMember 213800OQLX64UNS38U92 2024-12-31 ifrs-full:CapitalReserveMember 213800OQLX64UNS38U92 2024-12-31 ifrs-full:IssuedCapitalMember 213800OQLX64UNS38U92 2025-01-01 2025-12-31 ifrs-full:IssuedCapitalMember 213800OQLX64UNS38U92 2025-12-31 dgip:RevenueReserveMember 213800OQLX64UNS38U92 2025-12-31 ifrs-full:CapitalReserveMember 213800OQLX64UNS38U92 2025-12-31 ifrs-full:IssuedCapitalMember 213800OQLX64UNS38U92 2024-01-01 2024-12-31 ifrs-full:IssuedCapitalMember 213800OQLX64UNS38U92 2023-12-31 dgip:RevenueReserveMember 213800OQLX64UNS38U92 2023-12-31 ifrs-full:CapitalReserveMember 213800OQLX64UNS38U92 2023-12-31 ifrs-full:IssuedCapitalMember 213800OQLX64UNS38U92 2023-12-31 ifrs-full:FinancialEffectOfCorrectionsOfAccountingErrorsMember 213800OQLX64UNS38U92 2023-12-31 dgip:RevenueReserveMemberifrs-full:FinancialEffectOfCorrectionsOfAccountingErrorsMember 213800OQLX64UNS38U92 2023-12-31 ifrs-full:CapitalReserveMemberifrs-full:FinancialEffectOfCorrectionsOfAccountingErrorsMember 213800OQLX64UNS38U92 2023-12-31 ifrs-full:IssuedCapitalMemberifrs-full:FinancialEffectOfCorrectionsOfAccountingErrorsMemberiso4217:GBP iso4217:GBPxbrli:shares
D9 Digital 9 Infrastructure plc Annual Report & Accounts For the year ended 31 December 2025
Digital 9 Infrastructure plc | Annual Report & Accounts 2025 D9 Digital 9 Infrastructure plc Contents Strategic Report Financial Statements Company and Group Structure 1 Statement of Comprehensive Income 66 Chair’s Statement 2 Statement of Financial Position 67 Investment Objective and Investment Policy 7 Statement of Changes in Equity 68 Key Performance Indicators 8 Statement of Cash Flows 69 Investment Manager’s Report 10 Notes to the Financial Statements 70 Section 172(1) Statement 22 Unaudited Alternative Performance Measures 91 Risk Management 25 Appendix (Unaudited) Principal Risks and Uncertainties 26 Going Concern and Viability 29 Climate-related Financial Disclosures 93 Board Approval of the Strategic Report 31 Sustainable Finance Disclosure Regulation (SFDR) – Periodic Disclosures 101 SFDR Principle Adverse Impact (PAI) Disclosures 108 Governance Chair’s Introduction 32 Information Board of Directors 34 Glossary and Definitions 111 Corporate Governance 36 Other Information 113 Audit Committee Report 41 Forward-Looking Statements 114 Management Engagement Committee Report 46 Nomination Committee Report 48 Risk Committee Report 50 Valuation Committee Report 51 Directors’ Remuneration Report 52 Directors’ Report 57 Statement of directors’ responsibilities in respect of the financial statements 60 Independent Auditor’s Report 61
Strategic Report Governance Financial Statements Appendix Information 1 Company and Group Structure Digital 9 Infrastructure plc (the “Company”, “D9”) is a Jersey registered alternative investment fund, and it is regulated by the Jersey Financial Services Commission as a “listed fund” under the Collective Investment Funds (Jersey) Law 1988 (the “Funds Law”) and the Jersey Listed Fund Guide published by the Jersey Financial Services Commission. The Company is registered with number 133380 under the Companies (Jersey) Law 1991. The Company is domiciled in Jersey and is tax domiciled in the United Kingdom. The Company makes its investments through its immediate subsidiary Digital 9 Holdco Limited (“D9 Holdco”), which in turn owns a number of intermediate holding companies, listed in Note 15 of the audited financial statements, which invest in the investee companies for each project. Together, the Company, D9 Holdco and its subsidiaries (but not including) the investee companies, form the “Group”. The Company raised funds and invested them through D9 Holdco, into intermediate holding companies which in turn purchased the investee companies. The Company pays its operating costs including management fees. Digital 9 Holdco Limited held the Group’s Revolving Credit Facility (“RCF”). The Company used the RCF and cash invested by the Company to fund the purchase of the Group’s investments. The proceeds from the disposals of EMIC-1 and SeaEdge UK1, which completed in May and June 2025 respectively, were used to fully repay the Group’s RCF. The value of the net assets of the Group, excluding those held by the Company, is reflected in the valuation of D9 Holdco. On 25 March 2024 shareholders voted in favour of a Managed Wind Down of the Company (99.89% of votes in favour). D9 Investments » Arqiva Arqiva is the sole provider of national terrestrial TV and radio broadcasting infrastructure in the UK. See page 16 » Elio Networks Leading provider of high- performance, resilient B2B connectivity, operating Ireland’s highest-capacity fixed wireless broadband network See page 20 »
2 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 STRATEGIC REPORT » Chair’s Statement With the balance sheet stabilised and key realisations completed, the Company enters the next phase of its managed wind‑down, focused on disciplined execution and capital returns” Eric Sanderson Chair below the balance outstanding on D9’s Vendor Loan INTRODUCTION Note (“VLN”). The VLN issued in connection with the 2025 was another difficult year for D9’s shareholders, acquisition of Arqiva is non-recourse to the Company and marked by significant write-downs in net asset value. the wider Group, with recourse limited to the Company’s The Board focused on the execution of the managed shares in Arqiva, and any repayment or transfer of the wind-down and to do so, we sought to provide VLN would arise only in connection with the realisation of shareholders with greater clarity on the Company’s path the Arqiva investment. forward. This is from a position of comparative strength REALISATION PLAN PROGRESS AND following the Company’s deleveraging and disciplined asset realisations. The Board is pleased to report the LIQUIDITY first Compulsory Redemption of ordinary shares for During the year, the Company completed three major an amount equivalent to approximately 3.5 pence per disposals: EMIC-1, SeaEdge UK1 and Aqua Comms. existing ordinary share. Payment to shareholders is The first two disposals provided the liquidity required to expected to be made by end of April 2026. fully repay the RCF, a central priority for the Board, while also leaving the Company in a stronger and more stable In line with the four priorities outlined last year - reducing position from which to execute the remainder of the leverage, balancing value maximisation with timely Managed Wind-Down. capital returns, preserving value through active cost and portfolio management, and maintaining transparent The repayment and cancellation of the RCF, held by the shareholder engagement - the Board and Investment Company’s direct subsidiary D9 Holdco, has materially Manager delivered substantial progress. We completed reduced the Group’s financial risk and increased several material disposals, strengthened the Group’s the Company’s strategic flexibility. The Compulsory financial position through the full repayment of the RCF, Redemption mechanism approved by shareholders at a and oversaw continued positive performance at Elio General Meeting on 12 March 2026, provides a flexible Networks. and orderly framework to return cash to shareholders as asset realisations are completed. Following the retention Despite this progress, the recent third-party minority of an appropriate working capital reserve, the Board shareholder transactions, and the associated reduction expects to return surplus proceeds to shareholders in value of our largest investment, Arqiva, were through the compulsory redemption mechanism, as disappointing. They highlighted the risks inherent in the described further below. structure of the Company’s investment in Arqiva, where even relatively modest changes in the enterprise value of the business can translate into substantial movements in the equity value attributable to D9, which has fallen
Strategic Report Governance Financial Statements Appendix Information 3 While this is disappointing for shareholders, we see PORTFOLIO VALUATION a credible path to value over time and subject to Arqiva external policy and financing developments, including As part of the 31 December 2025 year-end valuation broadcasting policy outcomes, capital structure process, the Company undertook a comprehensive developments, inflation indexation, and further reassessment of its valuation of Arqiva. This review was operational efficiencies, which could support future informed by updated business planning and, importantly, upside recovery should market conditions evolve by observable third-party transaction evidence, including favourably. arms-length third-party minority shareholder transactions. To ensure the Company is well positioned to capture In November 2025, vehicles managed by Macquarie such upside, we have strengthened governance and Asset Management (“Macquarie”) announced an oversight at Arqiva during the year. This includes the agreement to sell their minority interest in Arqiva. This appointment of a new CFO, enhancements to forecasting sale completed in March 2026, when IFM also entered and financial modelling processes, and more focused into a binding agreement to sell its minority interest on engagement on capital structure, operating performance equivalent economic terms to Macquarie. Both stakes and strategy. At a D9 fund level, the Board and Valuation were acquired by Polus Capital Management (“Polus”), Committee have implemented additional oversight an investment management firm with approximately measures. The realisation plan anticipates an optimal exit $14 billion in assets under management and with of Arqiva following milestones relating to broadcasting extensive experience investing in essential European policy, the BBC charter, public service broadcasting, and UK infrastructure. D9 and Polus are aligned in their contract renewals and refinancing. Nonetheless, we commitment to work actively with Arqiva’s management remain prepared to act earlier should it be in D9’s in order to enhance the value of Arqiva over time. shareholder interests. These two transactions provided independent and Elio Networks contemporaneous market datapoints for Arqiva’s equity Elio Networks continued to make strong operational value. Consistent with the approach adopted by the progress during 2025, delivering growth in customer Company’s auditors and an independent third-party segments and strengthening its commercial base. valuation expert, these transactions were treated as the The business is performing ahead of expectations most reliable indicator of fair value at the year-end. and continues to benefit from a high-quality service proposition and targeted commercial strategy. In parallel, Arqiva refreshed its long-term business plan during the second half of 2025. The revised plan adopts InfraRed has remained deeply engaged with Elio’s a deliberately conservative approach, reflecting prudent management team, supporting improvements across assumptions around the evolution of the DTT market, governance, operations, strategic planning and long- competitive dynamics in capacity pricing, the phasing of term growth positioning. The recently announced M&A smart metering activity and the capital structure required debt facility, run in-house by InfraRed, provides flexibility to support the business through its next refinancing to pursue targeted acquisition opportunities as part of cycle. While Arqiva continues to deliver resilient a disciplined buy-and-build strategy, although no value operational performance in terms of revenue and service relating to potential acquisitions has been recognised at delivery and remains a critical part of the UK’s national this stage. broadcast and utilities infrastructure, it has experienced margin pressure during the year from competitive DTT Given its potential, the Board considers that retaining Elio capacity pricing and business-mix effects. The structure at this stage of the wind-down is in shareholders’ best of D9’s equity interest in Arqiva, together with the interests. Elio offers both organic and inorganic upside associated Vendor Loan Note issued at acquisition and potential, and we intend to continue pursuing value- leverage at the operating company level, means that enhancing initiatives ahead of a future realisation aligned even modest changes in long-term assumptions can with the broader wind-down timetable. translate into disproportionate movements in the equity More details on the strategy for Arqiva and Elio and value attributable to the Company. More detail is available the valuation movements for both can be found in the in the Q2 financial statements released by Arqiva in Investment Manager’s report and Valuation section of this February 2026. report, respectively.
4 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 continued Chair’s Statement VERNE EARN-OUT SETTLEMENT PRIOR YEAR ADJUSTMENT (“PYA”) REVIEW (FOR THE YEAR ENDED 31 DECEMBER 2023) During the period, the Board and the Investment Manager undertook an extensive review of the Verne Global earn- As previously disclosed in the 2024 Annual Report, the out, including detailed legal, commercial, financial and Board undertook an independent review of selected technical due diligence and engaged in a negotiation components of the 31 December 2023 valuation, process with Ardian regarding the operation of the earn- recognising that neither the current Board nor the current out mechanism. As part of this process, and in order to Investment Manager were involved in that process. support its assessment, the Company negotiated access The review identified material errors, in respect of an to additional information relating to the performance of the overstatement of the Aqua Comms valuation and an assets within the defined earn-out perimeter. omission relating to a provision for potential additional VLN associated with the Arqiva acquisition. This exercise Based on this work, led by InfraRed and supported by was concluded in September 2025 and therefore was specialist advisors with deep expertise in Data Centre not reflected in the 2024 Annual Report and Accounts, businesses and by leading external legal advisers but was reported in the June 2025 unaudited half year reviewing the contractual terms of the earn out, as review. The adjustment has been recognised in the June announced on 2 April 2026, the Board concluded that 2025 financial statements through the statement of the earn-out was highly unlikely to result in any payment changes in equity, resulting in a £111.5 million reduction under the contractual mechanism. This reflected the to the 2024 opening reserves, with no impact on the defined earn-out perimeter agreed at the time of sale and statement of financial position as at 31 December 2024. prevailing operating conditions, including constraints on On 9 April 2026, the Financial Reporting Council (“FRC”) capacity delivery, which materially limited the likelihood of announced the opening of an investigation under its Audit achieving the FY 2026 run-rate EBITDA threshold. Enforcement Procedure into the audit conducted by PwC In light of this assessment, and following constructive of the Company’s financial statements for the financial engagement with Ardian, the Board determined that year ended 31 December 2023. agreeing a settlement represented the best available outcome for shareholders. Binding terms were agreed PREVIOUS INVESTMENT MANAGEMENT and the Company received £10 million in cash prior to ARRANGEMENTS the end of April 2026. The settlement provides both As previously reported, the Company is in ongoing parties with a clear and certain crystallisation of value at discussion with Triple Point Investment Management LLP an agreed level and represents a pragmatic and mutually (“Triple Point”), its previous manager, regarding the level of beneficial resolution, including for Ardian-backed Verne fees due, if any, in connection with the cessation of their through the release of capital previously reserved in management contract. These discussions are ongoing. respect of the maximum earn-out amount. As part of the PYA recognised during the year, the CAPITAL DISTRIBUTION Board reassessed certain historical management fee accruals based on updated information and a revised Following the repayment and cancellation of the understanding of the contractual framework. This resulted Company’s RCF and the retention of an appropriate in the release of £0.8 million of previously accrued working capital reserve, the Board intends to return fees through the current year income statement. This surplus proceeds to shareholders through the compulsory accounting adjustment does not prejudice, nor does it redemption mechanism approved by shareholders on 12 represent a resolution of, the ongoing discussions with March 2026. Triple Point. As announced on 2 April 2026, the cash proceeds received from the settlement of the Verne Global earn- out, together with proceeds from the disposal of Aqua Comms, are expected to fund the first distribution under the Managed Wind-Down. The first compulsory redemption is expected to take place by the end of April 2026 and is anticipated to be equivalent to approximately 3.5 pence per share, with the detailed timetable and mechanics set out in the Redemption Announcement released alongside these results.
Strategic Report Governance Financial Statements Appendix Information 5 MAXIMISING VALUE FROM HERE The Board is focused on delivering the Managed Wind- Down in a way that protects and maximises value for shareholders. As previously noted, with the RCF fully repaid and as announced today, the first capital distribution expected in late April 2026, the Company has reached an important transition point in the realisation process. The Board recognises that the deterioration in Arqiva’s equity value to a level below the VLN is deeply disappointing for our shareholders. While historical decisions and structural characteristics of the portfolio have contributed meaningfully to this position, the Board and Investment Manager have taken decisive steps to stabilise the Company, through stronger governance, complete balance sheet deleveraging and a disciplined, pragmatic approach to the asset realisation plan. In 2026, we remain focused on the levers within our control: maintaining strong oversight of Arqiva and Elio, progressing realisation activities responsibly, preserving liquidity, controlling costs and maintaining open, consistent engagement with shareholders. Although the backdrop remains challenging, the Board continues to believe that sustained active management and disciplined execution offer a credible path to outcomes exceeding those implied by the Company’s current market valuation. Eric Sanderson Chair 14 April 2026
6 Digital 9 Infrastructure plc | Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Appendix Information 7 Investment Objective and Investment Policy The Board is responsible for the Company’s Investment The Company will cease to make any new investments Objective and Investment Policy and has overall (including any follow-on investments) or to undertake responsibility for ensuring the Company’s activities are in capital expenditure, except with the prior written consent line with such overall strategy. of the Board and where, in the opinion of the Board, in its absolute discretion: The Company’s current Investment Objective and Investment Policy, as approved by shareholders at the 25 a) failure to make the investment or capital expenditure March 2024 General Meeting receiving 99.89% of votes would result in a breach of contract or applicable in favour, are published below. law or regulation by the Company, any member of its group or any vehicle through which it holds its INVESTMENT OBJECTIVE investments; or The Company will be managed, either by a third-party b) the investment or capital expenditure is considered investment manager or internally by the Company’s Board necessary to protect or enhance the value of of Directors, with the intention of realising all the remaining any existing investment or to facilitate an orderly assets in the Portfolio, in an orderly manner with a view divestment, any such investment or capital to ultimately returning available cash to the Company’s expenditure being a “Permitted Investment”. shareholders (“Shareholders”) following the repayment and cancellation of the Group’s RCF from the proceeds of Subject to the ability of the Company to make Permitted the assets realised pursuant to the Investment Policy. Investments, any cash received by the Company as part of the realisation process prior to its distribution to INVESTMENT POLICY Shareholders will be held by the Company as cash in The assets of the Company will be realised in an orderly Sterling on deposit and/or as cash equivalents. manner, returning cash to Shareholders at such times and in such manner (which may be by way of compulsory BORROWING AND HEDGING redemptions, direct buybacks, tender offers, dividends The Company may utilise borrowings for short-term or any other form of return) as the Board may, in its liquidity purposes. The Company may also, from time to absolute discretion, determine. The Board intends that time, use borrowing for investment purposes on a short- the proceeds of asset realisations, following the retention term basis where it expects to repay those borrowings of an appropriate working capital reserve, will be available from realisation of investments. Gearing represented by for distribution to Shareholders or used to meet other borrowings (excluding the VLN) will not exceed 20% of outstanding indebtedness of the Company, including Net Asset Value calculated at the time of drawdown. the non-recourse indebtedness to the vendors of the The RCF was fully repaid and cancelled during the year. Company’s Arqiva asset issued by way of a vendor loan The Company may use derivatives for hedging as well note (”VLN”), which the Company may repay or transfer as for efficient portfolio management. No such hedging to a future buyer of the Arqiva asset. transactions will be undertaken for speculative purposes. 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.
8 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Key Performance Indicators In order to track the Company and/or Group’s progress, the key performance indicators (“KPIs”) monitored are set out below. RELEVANCE TO PERFORMANCE COMMENT KPI AND DEFINITION STRATEGY 1. DIVESTMENT ACTIVITY (£) Portfolio Company Reflects the ability Completed divestments of Announced portfolio company divestments Divestments agreed of the Company to Aqua Comms, EMIC-1, represent progress in respect of the realise all the remaining Sea Edge UK1, and Company’s Managed Wind-Down. assets in the portfolio, binding terms agreed on as per the Investment Verne Global earn-out with Objective. proceeds received in April 2026, that totals 1 £86.3 million . 2. ABSOLUTE DEBT Absolute Debt Level of A reduction in the During the year to A reduction in absolute debt level of D9 Digital 9 Holdco Limited absolute debt level 31 December 2025, the Holdco represents progress towards of the Company’s outstanding £53 million RCF returning capital to shareholders in D9. subsidiary, D9 Holdco balance was fully repaid represents the ability to using proceeds from asset reduce debt and enact sales. the Managed Wind- Down. 2 3. TOTAL RETURN (%) The change in NAV in the The total return high- (73.0)% for the year to The negative return is primarily driven by period and cash returns lights the underlying 31 December 2025. a non-cash valuation adjustment at Arqiva paid per share in the year. performance of the to nil. Elio was revalued upwards following (78.3)% for the period from portfolio’s investment good progress against its business plan. IPO to 31 December 2025. valuations, including dividends paid. 2 4. TOTAL SHAREHOLDER RETURN (%) The change in share price The total shareholder (68.8)% for the year to The decrease is driven by a significant fall and cash paid per share. return highlights 31 December 2025. in the share price to 5.9 pence as at the share price 31 December 2025, primarily due to the (94.1)% for the period from movements, including Arqiva related disposal activity by minority IPO to 31 December 2025. reinvestment of shareholders. dividends. 5. EARNINGS PER SHARE (PENCE) The post-tax earnings The EPS reflects the Loss of 25.1 pence per The main driver in the loss per share for attributable to Company’s ability to share for the year to the year was the movement in fair value of shareholders divided by generate earnings 31 December 2025 the Company’s investment in Arqiva. Other weighted average number from its investments, (see Note 22). key drivers were operational costs and of shares in issue over the including valuation financing costs incurred for the Group’s (31 December 2024 period. movements. RCF and VLN. restated: Loss of 32.1 pence per share). 6. NAV PER SHARE (PENCE)
KPI AND DEFINITION RELEVANCE TO STRATEGY PERFORMANCE COMMENT NAV divided by number of shares outstanding as at the year-end. The NAV per share reflects the value of the portfolio on a per share basis. 9.3 pence per share. (31 December 2024: 34.4 pence per share) (see Note 23). The NAV per share fell as a result of the decrease in the valuation in the year, and costs incurred including financing costs incurred for the Group’s RCF and VLN. 7. ONGOING CHARGES RATIO 2 Annualised ongoing charges are the Com- pany’s management fee and all other operating expenses (i.e. excluding acquisition costs and other non-recurring items) expressed as a percentage of the average published undiluted NAV in the period, calculated in accordance with Association of Investment Companies guidelines. Ongoing charges show the drag on performance caused by the operational expenses incurred by the Company. 2.4% for the period to 31 December 2025 (31 December 2024: 2.1%). The ongoing charges ratio has increased with the decrease in NAV. Total expenses in the year have decreased compared to the prior year, but the ratio as a percentage of the NAV increased. 1 Proceeds are disclosed net of transaction costs in-line with their corresponding RNS’ 2 Alternative Performance Measure (“APM”). Further information on APMs can be found on pages 93 to 94. 9 Strategic Report Governance Financial Statements Appendix Information
10 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Investment Manager’s Report Following multiple disposals, the portfolio now comprises REVIEW OF THE YEAR two investments: Arqiva and Elio Networks. Arqiva remains a critical national provider of UK broadcast COMPANY AND PORTFOLIO and utilities infrastructure, delivering revenue growth PERFORMANCE in 2025 driven by indexation and contracted metering The Company reported a pre-tax loss of £217.0 million for programmes, albeit with margin pressure from the twelve months to 31 December 2025 (2024 restated: competitive DTT pricing and business-mix effects. The £277.5 million pre-tax loss), equal to a 25.1 pence loss asset operates within an evolving policy and financing per share (2024: 32.1 pence loss per share). This primarily environment, with downside outcomes reflected in the reflects the fair value decrease in the Arqiva investment current valuation and potential upside linked to future valuation. This valuation write down resulted in an overall broadcasting policy clarity, refinancing and utilities growth. Net Asset Value (“NAV”) decrease from £297.3 million (34.4 pence per share) at 31 December 2024 to £80.2 Elio continues to perform strongly, delivering resilient million (9.3 pence per share) at 31 December 2025. revenue and EBITDA growth, supported by high-quality connectivity demand, operational discipline and a scalable At a portfolio level, aggregate portfolio company revenues platform. Across the remaining portfolio, the Investment increased 5.2% year-on-year, with EBITDA decreasing Manager remains focused on active stewardship, 4.9%, reflecting ongoing margin pressure at Arqiva. transparency and disciplined execution in support of the Further details are set out below. Company’s Managed Wind-Down. FINANCIAL REVIEW NET ASSET VALUE The following chart shows the Company’s NAV per share movement for the year ending 31 December 2025: 40.0 0.7 0.8 34.4 35.0 30.0 25.0 20.0 Nav per share (p) 15.0 9.3 10.0 -24.8 -1.8 5.0 01-Jan-25 Elio Networks Verne Global Earn-Out Arqiva (Incl VLN) Other Movements 31-Dec-25 The NAV decrease in the year of £217.0 million, or 25.1 pence per share, was primarily driven by a £212.9 million (24.6 pence per share) fair value loss across the portfolio. The most significant driver was the write-down of the Arqiva investment which, net of the associated VLN liability, reduced NAV by 24.8 pence per share. This was partially offset by a 0.8 pence per share contribution from Elio Networks due to its outperformance relative to its business plan, and the 0.7 pence per share uplift on the Verne Global earn-out following the early cash settlement which was received in April 2026. Other movements, including financing costs, contributed a further 1.8 pence per share decrease.
Strategic Report Governance Financial Statements Appendix Information 11 Key external macroeconomic assumptions, such as VALUATIONS inflation, interest rates, and taxation, are informed by Overview of Valuation Approach market data and external economic forecasts. The The Directors’ Valuation, prepared by the Investment Investment Manager exercises judgement in assessing Manager and independently reviewed for Arqiva and Elio, expected future cash flows, using detailed portfolio reflects detailed bottom-up financial modelling, market company financial models and adjusting where necessary evidence and updated investee company business plans. to reflect economic assumptions, operating performance, Investee companies were valued using a discounted and risk factors. cash flow methodology alongside relevant transaction The Investment Manager exercises its judgement in evidence. External macro-assumptions (inflation, interest assessing the expected future cash flows from each rates, taxation) and updated long-term forecasts were investment based on the detailed financial models incorporated based on market data. produced by each Portfolio Company and adjusting During the year, the portfolio’s fair value decreased where necessary to reflect the Group’s economic £283.8 million, driven by: assumptions as well as any specific operating assumptions. Arqiva write-down: £214.8 million; Fair value is then derived using an appropriate market Divestments (SeaEdge, EMIC-1, Aqua Comms, discount rate and year-end currency exchange rates. Verne Earn-out): £82.1 million combined reduction, Discount rates reflect risks associated with equity cash derecognition of investments held at fair value at their flows, including liquidity, market appetite, revenue opening NAV predictability and service delivery considerations. Where Elio Networks positive movement: £7.1 million; appropriate, relevant market transactions by other Verne Global earn-out: net positive movement of investors and transactions for comparable companies are £6.0 million, reflecting a write-down from £4.0 million also factored into the decision on fair value at this stage. at 31 December 2024 to £nil at the half-year, followed The Directors’ Valuation is a key input to the calculation by the recognition of a £10.0 million settlement uplift of NAV, and the Valuation Committee receives an at the year-end. independent review of the valuations for Arqiva and The weighted average discount rate was 14.50% Elio Networks from a third-party professional valuation (31 December 2024: 14.00%). expert, with the Audit Committee reviewing the outputs and methodologies. Following the completion of the PYA SUMMARY OF PORTFOLIO VALUATION exercise, and the 2025 year-end valuation process, and METHODOLOGY given the reduced number of investments remaining, the InfraRed Capital Partners Limited (“InfraRed”), in its Board resolved to dispense with the separate Valuation capacity as Investment Manager, prepares the fair Committee and for the activities to be rolled back in to the market valuation of the Company’s investment portfolio Audit Committee’s remit. for approval by the Directors each reporting period. This Valuation of unquoted equities is necessarily subjective valuation (the “Directors’ Valuation”) is an Alternative and relies on assumptions that are sensitive to external Performance Measure and reflects both the fair value macroeconomic, market and political factors. As a result, of the investment portfolio and any contracted future no assurance can be given that divestment proceeds will divestments as at the reporting date. equal or exceed the Directors’ Valuation. The Directors’ Valuation is prepared on a six-monthly basis at 30 June and 31 December. As the Group’s investments are unquoted, valuations are derived using a blended approach incorporating discounted cash flow (“DCF”) analysis of forecast cash flows from each portfolio company alongside relevant market evidence, including transaction benchmarks and long-term sector data.
12 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 continued Investment Manager’s Report DISCOUNT RATES DEBT FINANCING Investments are valued on a DCF basis using forecast free Excluding Portfolio Companies and the VLN, D9 had no equity cash flows over periods typically ranging from 5 to debt as of 31 December 2025, having fully repaid the 25 years, followed by a terminal value where applicable. RCF during the year. As at 31 December 2025, the VLN Discount rates are determined using a bottom-up analysis balance was £197.6 million including accrued interest of the weighted average cost of capital, incorporating but excluding the Bilsdale provision (31 December 2024: observable market inputs and sector-specific metrics, £185.5 million). The VLN is non-recourse to the rest of the including betas derived from comparable listed group. companies. Portfolio Company debt as at 31 December 2025 Where appropriate, valuations are cross-checked against consisted of £718.1 million at Arqiva (31 December market multiples to validate DCF outcomes. 2024: £746.6 million), presented pro rata based on D9’s 51.76% economic interest. This debt is not a contractual For the year ended 31 December 2025, the weighted obligation of D9. average discount rate was 14.50% (31 December 2024: 14.00%). Terminal value assumptions have been Subsequent to the year-end, Elio completed a debt reassessed to reflect InfraRed’s bottom-up review of financing which provides additional flexibility to support its updated portfolio company business plans. disciplined buy-and-build strategy. LIQUIDITY As at 31 December 2025, the Group held £39.3 million of cash, including £0.6 million held by the Company. All cash is unrestricted. The increase from the prior year reflects disposal proceeds (EMIC-1, Sea Edge UK1 and Aqua Comms) offset by the full repayment of the RCF in May 2025. The Company expects to distribute surplus proceeds from Aqua Comms following retention of an appropriate working capital reserve and subject to completion of the capital redemption mechanism. Including the expected future distribution to shareholders initially announced in December 2025, there is sufficient liquidity to meet the expected working capital requirements of the Company until the fund is wound up.
DEBT METRICS The below table shows the Group’s leverage position as at 31 December 2025. 31 December 2025 £’million 31 December 2024 £’million Total Portfolio Value 47.2 330.9 Subsidiary Cash & Equivalents 38.7 11.8 RCF (53.3) D9 Holdco net liabilities (5.1) (3.3) Reconciled IFRS Valuation 1 80.8 286.1 PLC Other Current Liabilities (1.2) (1.0) PLC Cash 0.6 12.1 Total Assets 80.2 297.2 RCF 1 53.3 Adjusted GAV 3 80.2 350.5 £’million £’million RCF 2 53.3 Total Group Leverage 53.3 Leverage / Adjusted GAV 2 N/A 15.2% 1 The Company’s fair value investment represents the valuation of its wholly owned direct subsidiary D9 Holdco, which in turn holds the investments in the underlying Portfolio Companies, and the shareholder loan between the Company and D9 Holdco. D9 Holdco also held the Group’s RCF before it was fully repaid during the year. 2 The impact of the VLN is excluded from this table. This is on the basis that the Arqiva investment value is nil as at 31 December 2025 and the VLN is non-recourse to the rest of the Group. 3 Gross Asset Value At 31 December 2025 £’million At 31 December 2024 £’million Net Debt / EBITDA Drawn RCF 53.3 Group Cash & Equivalents (inc. restricted cash) (39.3) (23.9) Net (Cash) / Debt 1 (39.3) 29.4 Annualised Portfolio EBITDA 166.0 179.2 Net Debt / EBITDA (prorated for D9 ownership) 2 (0.24)x 0.16x Arqiva debt (prorated for D9 ownership) 2 718.1 746.6 Adjusted Net Debt / EBITDA 4.09x 4.33x 1 Excludes impact of VLN which is non-recourse to the rest of the group 2 This is D9’s share of Arqiva gross debt. It is not an Arqiva net debt figure and as a result does not include cash held by Arqiva; it is a more conservative approach and is in line with previously reported figures During the year ended 31 December 2025, the Company fully repaid the RCF, ending the year in a net cash position of £39.3 million (31 December 2024: net debt position of £29.4 million), excluding the VLN. 13 Strategic Report Governance Financial Statements Appendix Information
14 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 continued Investment Manager’s Report REVIEW OF PORTFOLIO AS OF 31 DECEMBER 2025 Aggregate portfolio revenues totalled £732.3 million, a 5% increase on 2024. The increase is a result of indexation of inflation linked cashflows in Arqiva, along with the continued water meter roll out, partially offset by continued growth at Elio Networks. Portfolio EBITDA declined 5%, consistent with prior guidance that margin pressure would continue in 2025. PORTFOLIO FINANCIAL PERFORMANCE (BASED ON PORTFOLIO AS AT 31 DECEMBER 2025) Portfolio companies’ performance for all periods have been retranslated at the 31 December 2025 exchange rates. 12 months to 12 months to 31 December 2025 31 December 2024 Revenue £732.3 million £696.2 million Year-on-year growth (%) 5% (5)% EBITDA £316.8 million £333.1 million Year-on-year growth (%) (5)% 0% Margin (%) 43% 48%
Strategic Report Governance Financial Statements Appendix Information 15 Our portfolio
16 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 continued Investment Manager’s Report As at 31 December 2025, the Company’s investment in Arqiva was held at a nil valuation. This reflects the application of market-based fair value principles within a highly leveraged capital structure and the Company’s VLN, rather than any change in the operational importance or strategic relevance of the business. Arqiva’s broadcast and transmission services underpin the Sector Wireless provision of public service and commercial broadcasting on Currency GBP the UK digital terrestrial television (“DTT”) network. These Date invested October 2022 activities are supported by long-term contracts with blue- Equity Ownership 48.02% chip customers, including the BBC, ITV, Channel 4, Sky and Economic interest 51.76% Warner Bros. Discovery. Within utilities, Arqiva’s metering Valuation (as at 31 December 2025) £nil infrastructure supports the Government’s strategic aims on water and electricity efficiency and customer value. Major Initial equity investment £300 million customers include the Data Communications Company Total capex funded to date N/A (self-funded) (“DCC”), Thames Water, Anglian Water, Affinity Water and Total equity investment to date £300 million United Utilities. Revenue (twelve months to 31 December 2025) £375 million PERFORMANCE IN 2025 EBITDA (twelve months to 31 December 2025) £162 million During 2025, Arqiva delivered revenue growth driven Note: Figures presented are pro-rated based on the Company’s 51.76% economic primarily by inflation indexation and the continued delivery of interest in Arqiva. Economic interest is determined by D9’s ownership of New Shareholder Loans in Arqiva. contracted water-metering programmes. EBITDA declined modestly year on year, reflecting ongoing margin pressure Arqiva is the UK’s pre‑eminent national provider of in the DTT capacity business and a changing mix towards television and radio broadcast infrastructure and a lower-margin utilities activities. key supplier of end‑to‑end connectivity solutions to both media and utilities customers. The business is a In broadcast, Arqiva continued to renew a number of longstanding partner to the UK broadcasting sector significant customer contracts; however, competitive and a significant participant in the development of the intensity in commercial DTT capacity pricing remained UK’s smart utility infrastructure through its water and elevated, resulting in lower contribution margins than energy metering services. Arqiva also operates one previously anticipated. The business also continued to of the UK’s leading satellite uplink and distribution manage inflationary cost pressures while maintaining businesses. service quality and network resilience across its national infrastructure. POLICY AND MARKET ENVIRONMENT In May 2024, Ofcom published its report on the future of UK television distribution, setting out a range of potential pathways for broadcasting over the next 10–15 years. Arqiva remains actively engaged with Ofcom, DCMS and other relevant stakeholders as policy development continues. The range of potential outcomes spans continued service provision broadly in line with current limited arrangements through to scenarios involving a more DTT network over time. The Directors’ valuation adopts a balanced and evidence-based position across this range of outcomes, informed by management insight, external perspectives and a prudent assessment of policy risk. Arqiva also derives a significant proportion of its income from transmission services provided to UK public service broadcasters under contracts expiring from 2030. Renewal discussions are expected over the next two years. Within utilities, the Independent Water Commission chaired by Sir Jon Cunliffe recommended in June 2025 the acceleration of smart-meter rollout, including through
expanded mandatory metering. The subsequent Defra White Paper reaffirmed the Government’s intention to remove barriers to wider deployment. Arqiva secured several major contracts for the current regulatory period (“AMP8”), representing a substantial share of available opportunities. Delivery of these contracts is progressing well, with connection rates performing broadly to plan. Most remaining AMP8 tenders were awarded in 2025, and Arqiva will focus on delivering its contracted programmes while developing higher-value secondary services such as data analytics and sensor solutions. Market volumes for smart- meter deployments in AMP9 (from 2030) are expected to be similar to or greater than AMP8. VALUATION As part of the year-end valuation process, the Company reassessed Arqiva’s valuation taking into account both updated business planning and observable third-party transaction evidence, including minority transactions completed at arm’s length on equivalent economic terms. During the period, Macquarie-managed vehicles completed the sale of their minority interest in Arqiva, and subsequent to the year-end IFM entered into a binding agreement to sell their stake on equivalent economic terms. These two transactions represent recent, arm’s-length market datapoints and have been treated as the most reliable indicators of equity value at the measurement date. Consistent with the approach adopted by the Company’s auditors and the independent valuation expert, greater weight has been placed on these market transactions than on modelled valuation outputs where the two diverge. While discounted cash flow analysis continues to be prepared and reviewed, the implied equity values from the revised long-term plan sit below the outstanding VLN once leverage is taken into account. Accordingly, the Directors’ valuation reflects a nil equity value for accounting purposes at 31 December 2025. BUSINESS PLAN AND OUTLOOK During the second half of 2025, Arqiva undertook a comprehensive refresh of its long-term business plan. The revised plan adopts a deliberately conservative and prudent planning framework, designed to ensure resilience through refinancing and policy uncertainty rather than to forecast upside outcomes. In broadcast, the plan reflects a cautious approach to the evolution of the DTT platform and continued competitive pressure in capacity pricing. In utilities, the plan assumes a more measured growth trajectory following the conclusion of the majority of AMP8 tender activity, with increased focus on delivery, operational performance and the development of higher-value services. These assumptions do not reflect a deterioration in Arqiva’s operational performance or strategic positioning. Rather, they represent a disciplined approach to forecasting in the context of competitive, regulatory and financing uncertainty. CAPITAL STRUCTURE AND SENSITIVITY Arqiva operates within a highly leveraged capital structure, which materially amplifies the sensitivity of equity value to changes in cashflow, leverage and refinancing assumptions. As a result, relatively modest variations in outcomes can have a disproportionate impact on equity value, both negatively and positively. The Company continues to engage actively with Arqiva’s management team on capital structure, refinancing strategy and operational initiatives, with a focus on positioning the business to navigate upcoming refinancing milestones and policy developments effectively. UPSIDE POTENTIAL Notwithstanding the valuation outcome at the year-end, and consistent with the Company’s application of market-based valuation principles following recent minority shareholder transactions, credible upside scenarios remain. These include favourable policy outcomes for broadcasting, refinancing of the senior and junior debt tranches on improved terms, capital structure optimisation and further operational efficiencies. While such outcomes cannot be assumed for valuation purposes at 31 December 2025, the Investment Manager remains focused on supporting initiatives that could enable the Company to capture value as these uncertainties resolve over time. PROVISION IN RESPECT OF POTENTIAL ADDITIONAL VLNS Arqiva’s Bilsdale site returned to full operation in January 2024 following the 2021 fire. At acquisition, estimated restoration costs were adjusted for in the purchase price. Current estimates indicate that net restoration costs will be lower than originally forecast. Under the acquisition terms, additional VLNs are issued to the vendor equal to the amount by which actual restoration costs fall below the estimated costs at acquisition. A provision has been recognised at D9 HoldCo level in respect of this potential adjustment. The quantum of this provision is commercially sensitive and is therefore not disclosed, but the impact is reflected in the fair value of the HoldCo investment. No provision relating to this mechanism was originally recognised as at 1 January 2024. However, this is now reflected in the Prior Year Adjustment, with further details included in Note 25 of the financial statements. INFLATION LINKED SWAPS HELD BY ARQIVA Arqiva’s inflation-linked swaps led to an accretion payment by the Company of £43.2 million in 2025, reflecting January year-on-year RPI of 3.6%. For 2026, RPI is forecast at 3.25%, implying an accretion liability of £43.6 million, of which approximately £22.5 million relates to D9’s pro-rata interest. These accretion payments are funded entirely from Arqiva’s internal cash flows. As RPI is expected to remain within the collar range (2.5%–6.0%), no collar cash flows apply for the 2026 accretion year. 17 Strategic Report Governance Financial Statements Appendix Information
18 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 continued Investment Manager’s Report 1 VENDOR LOAN NOTE INTEREST ARQIVA SUSTAINABILITY UPDATE The VLN, which matures on 18 October 2029, is non- Arqiva’s purpose is inherently social: enabling people to recourse to the Company; recourse is limited to the access the information and entertainment that matter to Company’s shares in Arqiva Group Limited. A fixed charge them. The business embeds social responsibility across is registered at Companies House against D9 Wireless four focus areas: communities, people, diversity and Midco 1 Limited. inclusion, and suppliers. The VLN carries stepped interest rates as follows: In 2024, Arqiva developed a refreshed sustainability strategy and associated goals. Progress during 2025 6% p.a. to 30 June 2025 included significant reductions in Scope 1, 2 and 3 7% p.a. from 1 July 2025 to 30 June 2026 emissions, enhancements to biodiversity initiatives, and 8% p.a. from 1 July 2026 to 30 June 2027 strengthened governance and assurance processes. 9% p.a. from 1 July 2027 to maturity Key achievements included: Interest is payable annually in arrears on 30 June and may Validation of near and long-term Net Zero targets by be settled in cash or in PIK notes. Interest to date has been the Science Based Targets initiative (SBTi). settled by PIK notes. As at 31 December 2025, the VLN A 21% reduction in location-based Scope 1 and balance was £197.6 million including accrued interest. 2 emissions and a 13% reduction in Scope 3 Distributions to the Group require all accrued interest to be emissions. paid in full. From 18 October 2026, no distributions may be Expanded biodiversity enhancement measures across received unless both VLN principal and rolled-up interest operational sites. have been fully repaid. No interest on the VLN to date has Increased levels of circular-economy adoption, been settled in cash. including refurbishment and reuse of technical 12 months to 12 months to equipment and IT assets. 31 December 2025 31 December 2024 Revenue £723.8 million £653.4 million Assurance of emissions reporting in accordance with % growth ISO 14064-3:2019. 11% (6%) EBITDA £312.7 million £319.0 million More detail is available in Arqiva’s latest Sustainability % growth (2%) 0% Report. % margin 43% 49% Note: Figures presented relate to Arqiva on a 100% basis. D9’s economic interest 1 Provided for corporate entities in the portfolio, which are not being considered for sale at present time in Arqiva remains 51.76%.
Strategic Report Governance Financial Statements Appendix Information 19
20 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 continued Investment Manager’s Report Elio’s phased inorganic expansion plan progressed well in 2025. The strategy is to apply Elio’s efficient operating model and strong integration capabilities to create value through disciplined acquisition of complementary businesses. The Company completed the initial phases of this buy-and-build programme, demonstrating the scalability of its platform and identifying further opportunities for consolidation. Subsequent to the year- Sector Wireless end, Elio completed a debt financing, comprising Currency EUR €15 million of committed debt and a further €15 million of Date invested April 2022 uncommitted accordion debt, which provides additional flexibility to support its disciplined buy-and-build strategy. Initial investment £51 million Total capex funded to date Nil. Equity required (self- InfraRed has taken an active role in the management and funded by Elio) governance of Elio, including: Total investment to date £51 million Ownership 100% as at Refinement of strategic positioning and commercial December 2025 priorities; Running the debt-raising process in-house to Elio Networks is a leading provider of high optimise capital efficiency; performance, resilient business to business (“B2B”) Implementation of governance enhancements and connectivity, operating Ireland’s highest‑capacity strengthened business processes; fixed wireless access (“FWA”) network. Its dense Development and execution of the initial base station footprint enables dedicated symmetric buy-and-build phase. connectivity of up to 10Gbps for enterprise clients across the Greater Dublin Area. 2025 2024 Revenue £8.5 million £8.0 million PERFORMANCE IN 2025 % growth 7% Elio delivered another year of strong performance, EBITDA £4.1 million £4.0 million achieving revenue of £8.5 million for the year ended % growth 3% 31 December 2025 (GBP equivalent), compared with % margin 48% 50% £8.0 million in the prior year. The business continued to expand its base of high-quality customer connections, with strong traction across both multi-site enterprises and 1 SUSTAINABILITY UPDATE technology-driven SMEs. Network reliability and service As a smaller but fast-growing company, Elio integrates quality remain key differentiators, supported by targeted sustainability into its strategic development. The CEO’s upgrades and proactive optimisation of the network remuneration includes sustainability-linked objectives architecture. where possible, and the business focuses primarily on Elio serves a diversified customer base, including two pillars: diversity and inclusion, and decarbonisation. multinational corporates, Government bodies, global Elio continues to build an inclusive culture through technology firms, professional services, and retail and targeted recruitment practices, enhanced family-friendly hospitality operators. Originally established to address the policies and diversity training. Increasing workforce shortfall in affordable high-speed broadband in the Dublin diversity is a long-term ambition and is expected to metropolitan area, Elio continues to gain market share in progress as the company scales. segments that value resilience, dedicated bandwidth and rapid deployment. On decarbonisation, Elio is looking to develop an emissions-reduction roadmap, which will be progressed STRATEGY AND GROWTH OUTLOOK during 2026. The Board and InfraRed continue to believe that retaining Elio currently is most likely to maximise shareholder value. The business presents both organic and inorganic growth opportunities, and the realisation of Elio is expected to be phased in line with the wider wind-down strategy and D9’s proposed exit from Arqiva. 1 provided for corporate entities in the portfolio, which are not being considered for sale at present time
Strategic Report Governance Financial Statements Appendix Information 21 completion-accounts framework, maximising final DIVESTED ASSETS proceeds to shareholders. EMIC‑1 Aqua Comms was included in the year-end NAV at On 29 May 2025, the Company completed the £34.0 million, reflecting the cash proceeds received at divestment of 100% of its interest in EMIC-1. The completion (GBP-equivalent). The Company intends to transaction generated £32 million in proceeds for the distribute surplus proceeds following the Aqua Comms Company and released a further £10 million of undrawn divestment, after retaining sufficient working capital. construction commitments. Together, these amounts This will be implemented via the recently announced enabled a £40 million reduction in the RCF, decreasing and launched capital-redemption programme designed the outstanding balance to £13 million after accounting to ensure proceeds are returned to shareholders in an for working-capital requirements. efficient compulsory pro-rata mechanism. This divestment was executed in line with the Realisation VERNE GLOBAL EARN-OUT Plan and represented a meaningful early step in During the period, the Board and the Investment Manager strengthening the Company’s liquidity and reducing undertook an extensive review of the Verne Global earn- leverage at the Group level. out, including detailed legal, commercial, financial and technical due diligence and engaged in a negotiation SeaEdge UK1 process with Ardian regarding the operation of the earn- On 11 June 2025, the Company completed the out mechanism. As part of this process, and in order to divestment of 100% of its interest in SeaEdge UK1 support its assessment, the Company negotiated access (“SeaEdge”) to Stellium Datacenters Limited, following to additional information relating to the performance of the a competitive sale process involving multiple strategic assets within the defined earn-out perimeter. and financial bidders. The transaction generated £10.7 million in proceeds, which—together with additional Based on this work, led by InfraRed and supported by working-capital surpluses—enabled the full repayment specialist advisors with deep expertise in Data Centre and cancellation of the remaining c. £13 million RCF businesses and by leading external legal advisers balance. reviewing the contractual terms of the earn out, as announced on 2 April 2026, the Board concluded that The deleveraging achieved through the EMIC-1 and the earn-out was highly unlikely to result in any payment SeaEdge disposals was a key milestone in the execution under the contractual mechanism. This reflected the of the Managed Wind-Down. With the RCF fully repaid, all defined earn-out perimeter agreed at the time of sale and future surplus proceeds from divestments will be available prevailing operating conditions, including constraints on for distribution to shareholders, subject to appropriate capacity delivery, which materially limited the likelihood of working-capital and regulatory considerations. achieving the FY 2026 run-rate EBITDA threshold. Aqua Comms In light of this assessment, and following constructive On 31 December 2025, the Company completed its engagement with Ardian, the Board determined that divestment of 100% of the Group’s holdings in Aqua agreeing a settlement represented the best available Comms. This followed the granting of various regulatory outcome for shareholders. Binding terms were agreed approvals including competition clearances over the and the Company received £10 million in cash prior course of 2025, across Aqua Comms’ various operating to finalising these financial statements. The settlement jurisdictions. provides both parties with a clear and certain crystallisation of value at an agreed level and represents Throughout 2025, the Company continued to act as a pragmatic and mutually beneficial resolution, including a proactive shareholder during the regulatory approval for Ardian-backed Verne through the release of capital period. Actions included: previously reserved in respect of the maximum earn-out implementing cost reduction measures; amount. maintaining key staff through targeted retention initiatives; and guiding commercial strategy, particularly around the sale of remaining Atlantic capacity. These initiatives helped preserve value under the
22 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Section 172(1) Statement The Board is committed to promoting the success of the Company whilst conducting business in a fair, ethical, and transparent manner. The Board makes every effort to understand the views of the Company’s key stakeholders and to take into consideration these views as part of its decision-making process. As an investment company, the Company does not have any employees and conducts its core activities through third- party service providers. The Board seeks to ensure each service provider has an established track record, has in place suitable policies and procedures to ensure they maintain high standards of business conduct, treat shareholders fairly, and employ corporate governance best practice. As a Jersey incorporated entity, the Company voluntarily discloses how the Directors have had regard to the matters set out in section 172(1)(a) to (f) and fulfils the reporting requirements under section 414CZA of the UK Companies Act 2006 (the “Act”). The following disclosure describes how the Directors have had regard to the matters set out in section 172(1) (a) to (f) when performing their duty under s172 and forms the Directors’ statement required under section 414CZA of the Act. STAKEHOLDER ENGAGEMENT Why is it How have the Investment What were the key topics of What was the feedback obtained important to Manager/Directors engaged? engagement? and the outcome of the engage? engagement? STAKEHOLDER – SHAREHOLDERS Key topics discussed through the The Board considered that the Shareholders The Investment Manager and and their Board have been continuously year related to the divestment feedback from shareholders has continued engaged with shareholders of the Company’s entire stake been invaluable this year, through support is throughout the period. in EMIC-1, SeaEdge and Aqua enhanced understanding of critical to the Comms we well as the refinancing shareholder expectations. During the period, the Company continuing and full repayment of the and Investment Manager received existence of Company’s RCF. The Managed and responded to a high volume Wind-Down process and method the business of written feedback. In addition, a and delivery of of capital return to shareholders number of shareholder meetings our long-term and, the valuation of the Group’s took place during the year strategy. assets. surrounding the Annual Report and Interim Report, as well as ad hoc engagement. The Board has maintained continuous dialogue with shareholders and the Directors have made themselves available to meet to discuss a wide range of topics and responded to written feedback from shareholders as appropriate. STAKEHOLDER – INVESTMENT MANAGER The Board maintains regular and The Board has engaged with the As announced in December 2024, The Investment open dialogue with the Investment Investment Manager throughout the Investment Manager and AIFM Manager is Manager at Board meetings and the year on key topics including on transitioned to InfraRed. The Board responsible has regular contact on operational the divestment of the Company’s closely monitored the transition process to minimise disruption for for executing and investment matters outside of wholly owned assets, the the Investment meetings. operational strategy of Arqiva, stakeholders. Objective and other options for its Investee The Board is continuing to within the Companies to optimise value for negotiate termination arrangements Investment shareholders through the Managed with D9’s previous Investment Policy of the Wind-Down process. Manager, Triple Point. Company.
Strategic Report Governance Financial Statements Appendix Information 23 How have the Investment What were the key topics of What was the feedback obtained Why is it important to Manager/Directors engaged? engagement? and the outcome of the engage? engagement? STAKEHOLDER – INVESTEE COMPANIES Through this engagement between The The Investment Manager held On an ongoing basis the performance regular meetings with the Board Investment Manager engages with the Investment Manager, Board and long-term and management of each of the Arqiva on a wide variety of matters and the Investee Companies, this including finance, sustainability, has assisted in the management success of the Investee Companies and received Company is regular reporting, including financial. strategy, and debt processes. This of the Investee Companies in linked to the includes engagement through preparation for the divestment The Board directly engaged with performance three individuals representing the and the divestments processes. In the Investee Companies CEOs relation to Arqiva, this has ensured of the Investment Manager sitting on the and key members of management companies board of Arqiva. that the Company monitored and during the year, including inviting in which the had input on the strategy, finance key members of management to The main engagement in relation Company and other key ongoing matters. present at Board meetings with to the other Investee Companies invests. the opportunity to ask questions has been through their respective directly. divestment processes, supported by targeted value-enhancing activity. At Elio Networks, InfraRed remained closely engaged with management and ran the debt facility process in-house to support the buy-and-build strategy. For Aqua Comms, engagement focused on ensuring delivery against key commercial milestones ahead of completion, including actions that strengthened revenue and EBITDA performance to support an orderly disposal. STAKEHOLDER – SUPPLIERS The The Board maintains close The Management Engagement The Board has continued to be Company’s working relationships with all its Committee met in the year and open in providing feedback to key advisers, including the sales undertook a thorough review of its service providers to make suppliers include third- advisers for the wholly-owned the performance of the service clear their expectations, following party service assets, and with the RCF lenders. providers and agreed feedback to the Management Engagement providers, provide to the service providers Committee process and, where The Management Engagement to enhance per-formance moving appropriate, on an ad hoc basis. and the RCF Committee has responsibility for lenders, each forward or assist in the process of overseeing and monitoring the of which is changing service providers where performance of each supplier. A essential this was considered appropriate. detailed annual assessment is in ensuring undertaken of each sup-plier to The Board and Investment the ongoing ensure they continue to fulfil their Manager has directly engaged with operational the RCF lenders in respect to the duties to a high standard. performance partial repayment and cancellation of the of the RCF. Company. The Company relies on the performance of third- party service providers to undertake all its main activities.
PRINCIPAL DECISIONS Principal decisions have been defined as those that have a material impact to the Group and its key stakeholders. In taking these decisions, the Directors considered their duties under section 172 of the Act. MANAGED WIND-DOWN In January 2024, following careful consideration of the options available to the Company and after consultation with its financial advisers, as well as taking into account feedback received from a large number of shareholders and institutional investors, the Board decided that it would be in the best interests of shareholders to put forward a proposal for a Managed Wind-Down of the Company. The implementation of the Managed Wind-Down required amendments to the Company’s investment objective and investment policy which was proposed to shareholders and overwhelmingly approved with over 99% of shareholders that voted, voting in favour of the resolution at the General Meeting on 25 March 2024. Following entering into the Managed Wind-Down, the Company entered into binding agreements to divest its stake in EMIC-1 and Aqua Comms. REPAYMENT AND CANCELLATION OF THE RCF In May 2025, the Group completed its divestment of its entire stake in EMIC-1, allowing the Group to repay c.£40 million of the RCF. The sale of the Group’s interest in SeaEdge UK1 was completed in June 2025, following receipt of the necessary regulatory approvals. After completion, and upon receipt of the sale proceeds and working capital surpluses, the Group’s RCF of approximately £13 million was fully repaid and cancelled. Why is it important to engage? How have the Investment Manager/Directors engaged? What were the key topics of engagement? What was the feedback obtained and the outcome of the engagement? STAKEHOLDER – REGULATORS Engagement with the regulator is imperative to the Company’s ability to operate. During the year, the Company has had to engage with various regulators (including the Financial Conduct Authority and Jersey Financial Services Commission) on a number of different matters. The key topics of engagement with regulators during the year related primarily to shareholder correspondence received by the Company. Such engagement has focused on ensuring that the Company continues to meet its regulatory obligations while progressing strategically important actions in an appropriate and compliant manner. Section 172(1) Statement continued 24 Digital 9 Infrastructure plc | Annual Report & Accounts 2025
Risk Management As an externally managed investment company, the Company outsources key services to the Investment Manager and other service providers and rely on their systems and controls. The Board has ultimate responsibility for risk management and internal controls within the Company and has convened a Risk Committee to assist it in these responsibilities. The Risk Committee undertakes a formal risk review twice a year to assess and challenge the effectiveness of our risk management and to help define risk appetite and controls to manage risks within that appetite, particularly those which would threaten its business model, future performance, solvency, valuation, liquidity or reputation. Further details of the Risk Committee’s activities can be found in the Risk Committee Report on page 50. The Investment Manager has responsibility for identifying potential risks at an early stage, escalating risks or changes to risk and relevant considerations and implementing appropriate mitigations which are recorded in the Group’s risk register. Where relevant, the financial model is stress tested to assess the potential impact of recorded risks against the likelihood of occurrence and graded suitably. In assessing risks, both internal controls and external factors that could mitigate the risk are considered. A post-mitigation risk score is then determined for each principal risk. The Board regularly reviews the risk register to ensure gradings and mitigating actions remain appropriate. RISK APPETITE STATEMENT Managing risk is fundamental to the delivery of the Company’s strategy, and this is achieved by defining risk appetite and managing risks within that appetite. Risk appetite is the level of risk the Company is willing to take to achieve its strategic objectives. The Board is responsible for setting the Company’s risk appetite and ensuring that the Company operates within these parameters. The Board defines its risk appetite using a category of risks inherent to the environment in which the Company operates. Risk appetite is set for each category of risk enabling the actual risks which are identified by management to be compared to the defined appetite, to identify where any additional mitigation activity is required. Any risks outside of tolerance are subject to additional oversight and action planning. The Board has reviewed the Company’s appetite for each of the principal risks set out below. The Board will review and monitor the Company’s risk appetite at least on an annual basis or when there is a material change in the internal or external environment, to ensure that it remains appropriate and consistent with the Investment Policy. FRAMEWORK The Board and the Investment Manager recognise that risk is inherent in the operation of the Company and are committed to effective risk management to ensure that shareholder value is protected and maximised. 25 Strategic Report Governance Financial Statements Appendix Information
Principal Risks and Uncertainties The table below sets out what the Board believes to be the principal risks and uncertainties facing the Group. The table does not cover all of the risks that the Group may face. The Board defines the Group’s risk appetite, enabling the Group to judge the level of risk it is prepared to take in achieving its overall objectives. Additional risks and uncertainties not presently known to management or deemed to be less material at the date of this report may also have an adverse effect on the Group. Risk Impact Risk Mitigation Impact, Likelihood, Control and Rating Post control 1. PERSISTENT, NEGATIVE MARKET SENTIMENT, LEADING TO INCREASED ACTIVISM The fund has suffered as a result of a lengthy period where share price has traded at a discount to NAV. There are a number of legacy drivers behind the market sentiment, which include: wider macroeconomic and market conditions, the Group’s leverage position, Investment Manager and Board personnel changes. Combined, these have led to a reduced level of shareholder confidence which has manifested in a continued level of complaints and increased Board engagements. The Board and Investment Manager have continued to maintain an open dialogue with shareholders and provided market updates on the execution of its strategy against the agreed Realisation Plan. On an ongoing basis, the Board and Investment Manager have sought appropriate corporate and legal advice to ensure the fund conducts itself appropriately and informed decisions and actions have been taken to deliver the best possible outcome to shareholders. Impact: Moderate to High Likelihood: Moderate Effectiveness of controls: Low to Moderate Rating: High 2. LIQUIDITY AND SOLVENCY RISK The Company made a full repayment of the RCF debt liability, following the successful sale of EMIC-1 in May and SeaEdge in June. The Company has also Completed the divestment of Aqua Comms, resulting in a further working capital inflow to the Company of net proceeds of £34.0 million. This provides more than sufficient working capital to the Company to conclude the orderly wind- down mandate over the coming 2-3 year forecast wind-down period. Following repayment of the Company’s RCF and receipt of Aqua Comms divestment proceeds, the Company has substantively mitigated any ongoing liquidity risks, with sufficient working capital to execute the remainder of the Realisation Plan over the foreseen 2-3 year divestment horizon, as well as surplus proceeds available for distribution to shareholders postimplementation of the capital redemption mechanism. Impact: Moderate Likelihood: Low Effectiveness of controls: High Rating: Low 26 Digital 9 Infrastructure plc | Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Appendix Information 27 Risk Impact Risk Mitigation Impact, Likelihood, Control and Rating Post control 3. TRANSACTION / EXECUTION RISK The execution of the winddown strategy Each transaction will be supported by a carefully selected Impact: will be completed in an appropriate and team of advisers, which together with the experience of the High timely manner and one that achieves Investment Management team are best placed to navigate the inherent risks in selecting the most appropriate deal and best outcomes for investors. The Likelihood: underlying quality and performance of respectively concluding; with the priority of delivering best the Portfolio Companies are considered investor outcomes. Moderate robust both financially and operationally; The recent completion of the EMIC-1, SeaEdge, and Aqua notwithstanding that access to capital for Comms divestments demonstrate the Board’s continued Effectiveness of further investment would enhance value focus on transaction execution to facilitate the Managed controls: in certain instances. Where appropriate Wind-Down where it deems such divestments to be in the and available, this will still be explored, Moderate best interests of shareholders. Such decisions have been subject to there being no detriment to made by the Board, supported by its Investment Manager on overarching achievement of strategy. the basis of an overarching realisation plan for the Company, Rating: The closing of Aqua Comms and EMIC-1 weighing the risks of value erosion arising from continuing to Medium transactions has materially reduced the hold such Portfolio Companies against the potential for any jurisdiction and regulatory complexity with nearterm, deliverable value-add in such Investee Companies the remaining Portfolio Companies being which could reasonably result in a value uplift in the relevant UK and Irish domiciled businesses. Portfolio Company ahead of divestment. 4. FUTURE PORTFOLIO FUNDING Certain Portfolio Companies may Portfolio Companies are actively managing funding options to Impact: require funding to facilitate refinancing support fulfilment of their project plans. Moderate or execution of their ongoing value add With the completed divestment of EMIC-1, SeaEdge, and strategy. Aqua Comms, there is no longer a funding requirement for Likelihood: Limitations on, or access to funding may these portfolio companies, with the only remaining portfolio Moderate impact performance and valuations. companies being Arqiva and Elio Networks. It is currently not expected that either of the remaining Effectiveness of portfolio companies will require funding by the Company. Elio controls: Networks continues to exhibit stable profitability, with access Moderate to a debt facility to fund its acquisition strategy. Arqiva remains self-funding at this time, with the key risk being Rating: a potential requirement to recapitalise the portfolio company in the event that cash flows are insufficient to enable a full Medium refinancing of existing debt when required post-recontracting of broadcasting revenues. 5. INTERRUPTIONS TO OPERATIONS INCLUDING INFRASTRUCTURE AND TECHNOLOGY D9’s Portfolio Companies rely on The Digital Infrastructure Investments in which the Group Impact: infrastructure and technology to provide invests use proven technologies, typically backed by Moderate to High their customers with a highly reliable manufacturer warranties, when installing applicable machinery service. There may be a failure to deliver and equipment. Likelihood: this level of service because of numerous Portfolio Companies hire experts with the technical factors. This could result in the breach Moderate knowledge and seek thirdparty advice where required. Where of performance conditions in customer appropriate, there are insurances in place to cover issues contracts, resulting in financial or such as accidental damage and power issues. Effectiveness of regulatory implications. controls: High to Moderate Rating: Low
Principal Risks and Uncertainties continued Risk Impact Risk Mitigation Impact, Likelihood, Control and Rating Post control 6. DEPENDENCY ON INVESTMENT MANAGER The Company is heavily reliant on the full range of an Investment Manager’s services, their expertise and specific knowledge pursuant to the strategic direction of the fund. Successful execution of the strategy to manage a winddown of the fund, and maximise shareholder value, is dependent upon the appointment of an Investment Manager who has knowledge and experience of the individual dynamics of each individual Portfolio Company and the markets that they operate in, which can be leveraged to develop an approach which achieves the maximum for shareholders. InfraRed was formally appointed as Investment Manager and AIFM on 11 December 2024. As set out by the Company in its October 2024 announcement on the appointment of InfraRed, the Board has ensured that the terms of InfraRed’s appointment aligns their interests with those of investors with respect to the delivery of the new Investment Objective and in maximising value for shareholders. Impact: Moderate Likelihood: Moderate Effectiveness of controls: High to Moderate Rating: Low 7. REGULATORY RISK There are several regulatory stakeholders involved both at a Fund but also individual Portfolio Company level, including on executed divestments which are pending completion. The Board operates in an open and transparent manner and have external advisers appointed to support and ensure obligations are met. Breach of obligation and/or failure to maintain adequate engagement can lead to increased scrutiny, resulting in financial and/or reputational impacts. Compliance with regulatory expectations is a key focus of the Board. Relationships with the FCA and JFSC are supported through engagement with the Investment Manager InfraRed and corporate service providers such as Ocorian Fund Services (Jersey) Ltd and INDOS Financial Limited. Individual Portfolio Companies have direct engagement with their regulators and recruit staff that have experience and deep understanding of the obligations under which they operate. Impact: Moderate to High Likelihood: Low to Moderate Effectiveness of controls: Low to Moderate Rating: Medium EMERGING RISKS Changes to power supply and prices / Supply chain disruption As demonstrated by the geopolitical tension and conflict in the Middle East and Russia’s invasion of Ukraine, global conflicts can have significant disruption to both power supply and supply chains. The changing political landscape across the world and increased tensions are monitored by the Investment Manager. Scenario planning tools are used to understand the impacts and possible mitigation actions. Development of disruptive technology The digital infrastructure sector is constantly evolving. As a result, there is a risk that disruptive technology emerges which results in current digital infrastructure assets becoming obsolete. The Investment Manager constantly monitors the emerging technology trends with digital infrastructure to ensure Portfolio Companies evolve their business models where required and new investment opportunities are accurately assessed in order to protect the value of the business as the wind-down of the Company progresses. 28 Digital 9 Infrastructure plc | Annual Report & Accounts 2025
Strategic Report Governance Financial Statements Appendix Information 29 Going Concern and Viability Although the Company is not reliant on distributions from GOING CONCERN Elio Networks to meet its going concern obligations, it is The Company’s business activities, together with able to benefit from distributable free cash generated by the factors likely to affect its future development, the business. This position is further supported by the performance and position, including its principal risks and recently announced debt facility, which enables Elio to uncertainties are set out in the Strategic Report starting deliver its buy-and-build M&A strategy without reliance on on page 26. In addition, Notes 2 to 21 of the financial its current free cash flows. statements include: the Company’s objectives, policies Post the balance sheet date, the Board and the and processes for managing its capital; its financial risk Investment Manager agreed binding terms for an early management objectives; details of its financial instruments £10 million settlement of the Verne Global earn-out with and hedging activities; and its exposures to credit risk and Ardian. liquidity risk. The settlement reflects the Board’s assessment of Following the shareholder vote at the General Meeting the uncertainty inherent in the contractual earn-out in early 2024, the Company is now in a Managed Wind- mechanism, including its dependence on future operating Down. This strategy was re-confirmed by a Continuation performance and run-rate EBITDA targets for the financial Resolution that passed at the June 2025 AGM. The year ending 31 December 2026. The year-end valuation Managed Wind-Down is anticipated to take several years of the earn-out reflects the terms of the settlement and to complete due to the expected timing associated with provides a clear and certain crystallisation of value for the divestment of Arqiva. The targeted completion of shareholders. No further amounts are expected to be this Managed Wind-Down is circa 36 months. As such, received in respect of the Verne Global earn-out. the audited Financial Statements for the year ended 31 December 2025 continue to be prepared on a going The Directors have considered the cashflow assumptions concern basis. for a period of 12 months following the approval of the financial statements, including the reduced liquidity In adopting the appropriateness of the going concern requirements, following the previously noted full basis of preparation, the Directors considered the fact repayment of the RCF, the available distribution options that the Company is in Managed Wind-Down, the from performing assets, as well as the available cash successful recent disposal activity (EMIC-1, SeaEdge balance following recent disposals. The Directors have UK1 and Aqua Comms, plus the Verne Global earn-out also considered a number of severe, but plausible that is due to settle by end of April 2026, for combined downside scenarios to these cashflow assumptions and net proceeds of £86.3 million) during the year, the strong the potential mitigating actions the Company has at its performance of one of the two remaining assets, Elio, disposal to address these scenarios where required. and the disposal plans and timelines for Arqiva, which Directors still reasonably expect to be disposed of Given these considerations, the Directors believe that the within a two to three-year timeframe, even considering Company and the Group have adequate resources to the ongoing Arqiva related disposal activity by minority continue to operate for a period of at least twelve months shareholders. In addition, the Directors considered from the date of approval of the financial statements and the significantly improved liquidity position of the therefore the Directors believe that it continues to be Company compared with 31 December 2024, with the appropriate to prepare the financial statements on a going full repayment of the RCF in May 2025 primarily using concern basis. disposal proceeds, and the receipt of Aqua Comms disposal proceeds in December 2025, ensuring sufficient cash, post any distribution to shareholders, is available to meet the future liquidity requirements of the Company 1 until it is wound up . 1 No provision has been made for the costs of winding up the Company as these will be charged to the Income Statement on an accruals basis as they are incurred or as the Company becomes obligated to make such payments in the future.
30 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 continued Going Concern and Viability VIABILITY STATEMENT At least once a year the Directors have carried out a robust assessment of the principal and emerging risks and make a statement which explains how they have assessed the prospects of the Company, over what period they have done so and why they consider that period to be appropriate, considering the Company’s current position. The principal and emerging risks faced by the Company are described on pages 26 to 28. As detailed above, the Company is preparing the audited Financial Statements on a going concern basis despite fact that the Company is in a Managed Wind-Down, and the recent Arqiva related disposal activity by minority shareholders. The Directors have not assessed the longer-term viability of the Company other than for a period of three years as the future policy on broadcasting, BBC Charter, public service broadcasting contract renewals and refinancing that will facilitate the future disposal of Arqiva. The Directors have assessed the Managed Wind-Down of the Company to be within 36 months of the date of the approval of these audited Financial Statements (being 14 April 2026), although there is no guarantee that it will be possible to realise maximum value for the assets within that timeframe and therefore the Managed Wind- Down could potentially take longer. The Directors have a reasonable expectation that the Company can meet its liabilities in order to enable the Managed Wind-Down.
Strategic Report Governance Financial Statements Appendix Information 31 Board Approval of the Strategic Report The Strategic Report has been approved by the Board of Directors and signed on its behalf by the Chair. Eric Sanderson Chair 14 April 2026
32 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 GOVERNANCE » Chair’s Introduction I am pleased to present the Company’s Corporate Governance Report which covers the year ended 31 December 2025. The Board acknowledges that strong corporate governance is integral to the achievement of the Company’s objectives and provides the foundation for open, informed and transparent communication with our shareholders. Following the outcome of the Strategic Review and subsequent shareholder approval of the proposed investment policy at the General Meeting held on 25 March 2024, the Board continues to work together with InfraRed to realise the Company’s assets in an orderly manner to maximise shareholder value. The Company is regulated by the JFSC as a Listed Fund and is required to have at least one Jersey resident Director (the Company having obtained a derogation from the requirement to have two Jersey resident Directors). The appointment of Philip Braun, a Jersey resident Director, ensures that the Company is compliant with this requirement. The Board has significant experience and knowledge relevant to the Company’s Managed Wind-Down and, following the changes to the Board in 2024, has entered into a steady state and intends to remain stable, where possible, until the conclusion of the Managed Wind-Down process. This section of the Annual Report sets out the corporate governance principles the Board has adopted, how these have been applied and highlights the key governance events which have taken place during the period. STATEMENT OF COMPLIANCE The Board has considered the Principles and Provisions of the AIC Code of Corporate Governance (“AIC Code”). The AIC Code addresses the Principles and Provisions set out in the UK Corporate Governance Code (the “UK Code”), including the 2024 update to the Code, as well as setting out additional Provisions on issues that are of specific relevance to the Company. The Board considers that reporting against the Principles and Provisions of the AIC Code, which has been endorsed by the Financial Reporting Council and supported by the Jersey Financial Services Commission, provides more relevant information to shareholders.
Strategic Report Governance Financial Statements Appendix Information 33 The Company has complied with the Principles and Provisions of the AIC Code or otherwise explained non- compliance below. The AIC Code is available on the AIC website (www.theaic.co.uk). It includes an explanation of how the AIC Code adapts the Principles and Provisions set out in the UK Code to make them relevant for investment companies. Provision Explanation 37, 38, 41, 42 The Company does not have any executive Directors or employees, and, as a result, operates a simple and transparent remuneration policy with no variable element. Establishment and reporting The Board does not consider it necessary to establish a separate remuneration of a remuneration committee committee and those functions are undertaken by the Board as a whole. 26. Externally facilitated Following the entry into a Managed Wind- Down, as approved by shareholders Board evaluation at the General Meeting held on 25 March 2024, it has been determined that the Board’s focus at this time should continue to remain on delivering a successful disposal process for the assets of the Company and in light of the current Board members being recently appointed and the Managed Wind-Down. Annual consideration will be given to an externally facilitated Board evaluation. On behalf of the Board: Eric Sanderson Chair 14 April 2026
34 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Board of Directors ERIC SANDERSON INDEPENDENT CHAIR Appointed Skills and experience 30 May 2024 Eric Sanderson is a chartered accountant and former CEO of British Linen Bank, which was the investment banking arm of the Bank of Scotland. He Committee memberships subsequently served as Chief Executive of Bank of Risk Committee – Scotland’s Treasury arm and was a member of the (Chair with effect from 30 May 2024) Bank of Scotland Management Board. He brings Valuation Committee extensive non-executive investment company board Nomination Committee experience and most recently was non-executive chair Management Engagement Committee of BlackRock Greater Europe Investment Trust plc. Principal external appointments JP Morgan Emerging Europe, Middle East & Africa Securities plc – (Chair) ROBERT BURROW SENIOR INDEPENDENT DIRECTOR Appointed Skills and experience 12 August 2024 Robert Burrow has a broad range of executive experience, primarily in the M&A space, both as a practising solicitor and former investment banker. He Committee memberships held a senior corporate partner role in an international Nomination Committee – law firm for over 20 years, where he specialised in M&A (Chair with effect from 12 August 2024) and investment funds. Most recently, he has held a Audit Committee number of senior positions in international real estate Risk Committee companies. He was Chief Executive of Chelsfield Valuation Committee Group, an international real estate business focussed Management Engagement Committee on asset management, development and investment in Europe, North America and Asia. He holds a Master of Principal external appointments Arts in History and Law from Cambridge University. Caxton Global Investments Limited – (Non-Executive Director) True Capital – (Advisory Board)
Strategic Report Governance Financial Statements Appendix Information 35 ANDREW ZYCHOWSKI NON-EXECUTIVE DIRECTOR Appointed Skills and experience 22 July 2024 Andrew Zychowski has over 30 years’ investment banking experience, providing corporate finance advisory services to investment company boards. Committee memberships Until June 2019, he was the head of the investment Nomination Committee companies corporate department at Canaccord Management Engagement Committee – Genuity Limited and, prior to this, the head of the (Chair with effect from 22 July 2024) Investment companies corporate department at Valuation Committee Dresdner Kleinwort. He is a qualified accountant and Risk Committee holds a BSc in Physics from Imperial College. Audit Committee Principal external appointments The Ralph Veterinary Referral Centre plc – (Non-Executive Director) PHILIP BRAUN NON-EXECUTIVE DIRECTOR Appointed Skills and experience 22 July 2024 Philip Braun, a Jersey resident, has nearly 30 years of experience in audit, primarily focusing on financial services, alternative investment funds and the Committee memberships regulated offshore fund industry. After qualifying as an Audit Committee – accountant in London, Mr Braun spent nearly 10 years (Chair with effect from 22 July 2024) within PwC’s Jersey and Sydney audit practices. He Valuation Committee then spent the following 16 years as the lead audit (Chair with effect from 22 July 2024) partner with BDO in Jersey where he notably led the Nomination Committee provision of business advisory services, including Management Engagement Committee corporate due diligence, restructuring and liquidations. Risk Committee Mr Braun holds a BSc (Hons) in Mathematics and Computer Science from the University of Bristol and is Principal external appointments a Fellow of the Institute of Chartered Accountants of GCP Asset Backed Income Fund Limited – England & Wales. (Non-Executive Director and Chair of Audit and Risk Committee) CVC Income & Growth Limited – (Non-Executive Director and Chair of Audit Committee)
36 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Corporate Governance Undertaking of a formal and rigorous annual review RESPONSIBILITIES of its own performance and that of its Board The Board is responsible for leading and controlling Committees and individual Directors; the Company and has oversight over the management Managing conflict of interests of Directors; and conduct of the Company’s business, strategy and development. The Board determines the Investment Overall leadership of the Company and setting of its Objectives and Investment Policy and risk appetite. purpose, culture, values and standards; Any matters that have had a material impact upon the Setting the Company’s investment/business strategy, Company or any of its subsidiaries will be referred to the including the ongoing review of the Company’s Board of Directors of the Company. Investment Objective and Investment Policy and recommending to shareholders the approval of The Board is responsible for the control and supervision alterations thereto (if any); of the Investment Manager (also the Company’s AIFM) and for compliance with the principles and provisions of Annual assessment of significant risks and the AIC Code. The Board ensures the maintenance of a effectiveness of internal controls following sound system of internal controls and risk management recommendations from the Risk Committee; (including financial, operational and compliance controls), Approval of contracts not in the ordinary course of and reviews the overall effectiveness of systems in place. business, including entry into/variation/termination The Board is responsible for the approval of any changes of agreements with the Company’s AIFM, company to the capital, corporate and/or management structure of secretary/administrator, registrar, depositary and any the Company. other material advisers or service providers; In light of shareholder approval to enter a Managed Approval and issue of the half yearly results, half Wind-Down of the Company, the Board’s main focus is yearly report, annual results and annual report; to realise the Company’s assets in an orderly manner Ensuring the maintenance of a system of internal to maximise shareholder value. The Board does not controls and risk management; routinely involve itself in day-to-day business decisions Review of the Company’s corporate governance but there is a formal schedule of matters that requires the arrangements and annual review of continuing Board’s specific approval, as well as decisions that can compliance with the AIC Code published by the AIC be delegated to the Board Committees or the Investment from time to time; Manager. Periodic review and continued approval of the The key matters reserved for the Board include, but are agreements of, or changes to, the Investment not limited to: Manager and other service providers; and Board membership and powers including the Material changes relating to the strategic capital appointment and removal of Board members; structure of the Group. Review of the structure, size and composition of the Board, taking account of the recommendations of the Nomination Committee; Ensuring adequate Board succession planning, taking into account the recommendations of the Nomination Committee; The appointment or removal of the Company’s AIFM, reporting accountants, financial advisers, auditors (following appropriate recommendation by the Audit Committee), brokers, company secretary, registrar, receiving agent, depositary and legal counsel;
Strategic Report Governance Financial Statements Appendix Information 37 BOARD MEMBERSHIP AND ATTENDANCE During the year ended 31 December 2025, the number of meetings attended by each Director was as set out below. The table shows the number of scheduled meetings attended/maximum number of meetings that each Director could have attended. Of the six Board meetings held in the period, four were scheduled quarterly Board Meetings, there were two additional Board meetings convened to discuss various matters including, but not limited to, the Strategic Review and other portfolio actions. Six Board calls were also held. Management Audit Valuation Risk Nomination Engagement Director Board Committee Committee Committee Committee Committee Andrew Zychowski 6/6 4/4 3/3 2/2 1/1 1/1 Eric Sanderson 6/6 N/A 3/3 2/2 1/1 1/1 Philip Braun 6/6 4/4 3/3 2/2 1/1 1/1 Robert Burrow 6/6 4/4 3/3 2/2 1/1 1/1 skills, experience and objective perspective to the Board. COMPOSITION The Board Committees allow the Directors to focus in As at the date of this report and at 31 December 2025, greater detail and depth on key matters such as strategy, the Company has a Non-Executive Chair and three other governance, internal controls and risk management. Non-Executive Directors, including a Senior Independent Director, all of whom were considered independent The Directors’ other principal commitments are listed on and since their appointment. All the Directors are on pages 34 to 35. During the year, the Board satisfied independent of the Investment Manager. itself that all Directors were and remain able to commit sufficient time to discharge their responsibilities effectively, Eric Sanderson is the Independent Non-Executive Chair having given due consideration to their other significant of the Board and is responsible for the Board’s overall commitments. Changes in any Directors’ commitments effectiveness in directing the Company. The Independent outside the Group are required to be, and have been, Chair, in conjunction with the Company Secretary, disclosed and approved prior to the acceptance of any ensures that accurate, timely and clear information is such appointment. No external appointments accepted circulated to the Directors, and that sufficient time is given during the year were considered to be significant for the in meetings to consider and discuss all agenda items relevant Directors, taking into account the expected time thoroughly. The Independent Chair promotes a culture of commitment and nature of these roles. openness and constructive debate to ensure the effective contribution of all Directors, facilitating a co-operative BOARD COMMITTEES environment between the Investment Manager and the The Board has established a Management Engagement Directors, and encourages Directors to critically examine Committee, an Audit Committee, a Valuation Committee, information and reports to constructively challenge a Nomination Committee and a Risk Committee. Given the Investment Manager and hold third-party service that the Company has no executive Directors or other providers to account where appropriate. employees, the Board does not consider it necessary to establish a separate remuneration committee and The Independent Chair has put mechanisms in place to those functions are undertaken by the whole Board. The ensure effective communication between shareholders functions and activities of each of the Committees are and the Board, to ensure that their views, issues and described in their respective reports. Following the year- concerns are considered as part of the decision-making end, and in light of the reduced number of investments process. Robert Burrow was the Senior Independent remaining, the Board has resolved to dispense with the Director during the period. If required, the Senior separate Valuation Committee, and for its activities to roll Independent Director will act as a sounding board and intermediary for the other Directors and shareholders. back into the Audit Committee given its responsibilities for overseeing the financial reporting, which includes the The Directors hold or have held senior positions in valuation of the remaining investments. industry and commerce and contribute a wide range of
38 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 continued Corporate Governance BOARD MEETINGS PERFORMANCE EVALUATION The Board meets formally on, at least, a quarterly basis The Directors recognise that an evaluation process is with additional ad hoc meetings as required. The Chair, in a significant opportunity to review the practices and conjunction with the Company Secretary, sets the agenda performance of the Board, its Committees and its individual for meetings and ensures that Directors receive accurate, Directors to implement action to improve the Board’s clear and timely information to help them to discharge effectiveness and contribute to the Company’s success. their duties. The Board receives periodic reports from Under the AIC Code, the Chair should consider having a the Investment Manager detailing the performance of the regular externally facilitated Board evaluation. The Board Group. The meetings focus on discussing reports from considered undertaking an external Board evaluation, the Investment Manager, review of portfolio performance, however, it was decided that the Board’s focus at this pipeline and regulatory matters. time should remain on executing the Managed Wind- Down process. The appropriateness of an external Board DISCUSSIONS OF THE BOARD evaluation will be reconsidered on a yearly basis. During the period, the following were the key matters considered by the Board: During the year, an evaluation of the Board and its Committees was carried out. The Directors were asked to Continuing review of the dispute regarding termination complete a questionnaire that considered, amongst other arrangements of the investment management areas, Board and Committee composition and diversity, agreement with Triple Point; leadership, efficiency of Board processes and stakeholder Signing binding agreements for the divestments of engagement. each of EMIC-1, SeaEdge UK1 Limited and Aqua Having conducted its performance evaluation, the Board Comms respectively; believes that it has been effective in carrying out its Progress of divestment of other wholly-owned assets; objectives and that each individual Director has been Continuing oversight on Verne Earn Out; which was effective and demonstrated commitment to the role. subsequently settled following the year-end; Engagement with senior executives of Elio and Arqiva; Consideration of options available in regards to the Group’s debt arrangements and the RCF which was due to mature in March 2025; Consideration of the financial statements for the year ended 31 December 2024 and interim financial statements for the six-month period to 30 June 2025 which included discussions on the PYA through to its conclusion; Consideration of unaudited portfolio valuation and unaudited NAV; Oversight of Investee Company performance and asset management initiatives; Review and approval of the annual expense budget; and Review of the Company’s risk appetite.
Strategic Report Governance Financial Statements Appendix Information 39 The Board discussed the key challenges and opportunities that were identified through the performance evaluation and agreed appropriate development points on which progress will be assessed in the next financial period. Challenges and Opportunities 2026 Development Points A review of the skills A comprehensive review of the Board’s skills and expertise was conducted, identifying and knowledge areas the following areas as beneficial for future Board succession planning: engineering, possessed by the technology, cybersecurity, as well as industry experience in data centres, and wireless Board to identify networks. Notwithstanding this, there are currently no plans to make changes to the potential gaps to Board during the Managed Wind-Down period. assist with succession planning. The progress the Board has made against its 2025 development points is set out below. 2025 Development Points Progress made A thorough and comprehensive review of service A number of service providers previously engaged on providers should be undertaken to evaluate service undertaking asset disposals were not retained once provided and ensure cost was commensurate. their contracts entered into by the previous Board were Furthermore, feedback should be provided where completed or became terminable. The Board remains in improvements can be made or identify alternative dispute with the previous Investment Manager regarding providers to ensure the provision of a high-quality service termination arrangements. The Board continues to focus for an appropriate cost. on service provider performance. There were a number of Director changes throughout During the year a review of the Board’s policy on tenure the previous year, and an emergency succession plan and succession was undertaken. The Board’s policy is should be developed to ensure stability throughout the to refresh the Board in an orderly fashion, staggering Managed Wind-Down. changes over time to allow a smooth transition of skills and knowledge. An annual review of the succession plan will be conducted. Notwithstanding this, there are currently no plans to make changes to the Board during the Managed Wind-Down period. The Company reserves the right to withhold information CONFLICTS OF INTEREST relating, or relevant, to a conflict matter from the Director The Company operates a conflict of interest policy concerned and/or to exclude the Director from any Board that has been approved by the Board and sets out the information, discussions or decisions which may or will approach to be adopted and procedures to be followed relate to that conflict matter where the Chair or the Board where an individual who is, or is to be appointed as, considers that it would be inappropriate or prejudicial to a Director of the Company and such other persons the interests of the Company for him or her to take part in to whom the Board has from time to time determined such discussion or decision or receive such information. that this policy shall apply, or a person connected with Procedures have been established to monitor actual any such a person, has an interest which conflicts, and potential conflicts of interest on a regular basis and or potentially may conflict, with the interests of the the Board is satisfied that these procedures are working Company, or his or her duties in respect of the Company. effectively. It is the responsibility of each individual Director to avoid an unauthorised conflict of interest situation arising. All The Investment Manager maintains conflict of interest Directors must inform the Board as soon as they become policies to avoid and manage any conflicts of interest aware of the possibility of an interest that conflicts with, or that may arise between themselves and the Group. The might possibly conflict with, the interests of the Company. Investment Manager has established a clear and robust A register of conflicts is maintained by the Company framework to ensure that any conflicts of interest are Secretary and is reviewed at Board meetings to ensure appropriately managed. that any authorised conflicts remain appropriate.
40 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 continued Corporate Governance The Board is committed to providing shareholders with PROFESSIONAL DEVELOPMENT regular updates as key initiatives are progressed. The Directors received a comprehensive induction programme on joining the Board that covers the Group’s In addition, the Board will also seek to communicate with investment activities, the role and responsibilities of a shareholders regularly through the Investment Manager director and guidance on corporate governance and the engaging with shareholders, annual and interim financial applicable regulatory and legislative landscape. statements, other announcements, and on an ad hoc basis as required. The Directors’ training and development is considered as part of the annual Board performance evaluation and, in The Board values feedback from all shareholders any event, the Chair regularly reviews and discusses any because understanding the views of its shareholders is development needs with each Director. All Directors are a fundamental principle of good corporate governance. aware that they should take responsibility for their own Strong engagement with shareholders and stakeholders is individual development needs and take the necessary vital to achieving this. steps to ensure they are fully informed of regulatory and All investor documentation is available to download from business developments. the Company’s website https://www.d9infrastructure.com. During the period, the Directors received periodic guidance on regulatory and compliance changes at WHISTLEBLOWING quarterly Board meetings. The Company has a Whistleblowing Policy which details how the Board and employees of the Company’s key SHAREHOLDER ENGAGEMENT advisers may, in confidence, raise concerns about The Board acknowledges the importance of building and possible improprieties in matters of financial reporting or maintaining strong relationships with its shareholders. other matters. The Audit Committee is responsible for The Board and Investment Manager regularly speak reviewing the adequacy of the systems in place and has to discuss, amongst other things, the views of the concluded that adequate arrangements are in place for Company’s shareholders and has done so throughout the proportionate and independent investigation of such 2025. The Company’s Corporate Broker also speaks to matters and, where necessary, for appropriate follow-up shareholders regularly and ensures shareholder views action to be taken. are clearly communicated to the Board. The Board takes responsibility for, and has a direct involvement in, the content of communications regarding major corporate matters. The Company’s next Annual General Meeting will be held on 9 June 2026. The Notice of AGM, which will follow in due course, will provide details of the AGM and the respective resolutions to be put to shareholders. Shareholders are encouraged to attend and vote at the AGM, along with any other shareholder meetings, so they can discuss governance and strategy and the Board can enhance its understanding of shareholder views. The Board will attend the Company’s shareholder meetings to answer any shareholder questions and the Chair will be available, as necessary, outside of these meetings to speak to shareholders.
Strategic Report Governance Financial Statements Appendix Information 41 Audit Committee Report The following pages set out the Audit Committee’s report on how it has discharged its duties in accordance with the AIC Code and its activities in respect of the year ended 31 December 2025. All members of the Committee are independent Non-Executive Directors. The Board is satisfied that at least one member of the Audit Committee has recent and relevant financial experience. Philip Braun, as the Chair of the Audit Committee, has monitor the integrity of the financial statements of the nearly 30 years of experience in audit, having spent 17 Company and any formal announcements relating to years as the lead audit partner with BDO in Jersey, until the financial performance and reviewing significant 2023, where he led the provision of business advisory financial reporting judgements contained in them; services and is a qualified Chartered Accountant. The review the investment valuations and underlying Board is also satisfied that the Committee as a whole has assumptions and provide advice to the Board; competence relevant to the sector in which the Company review the internal financial controls and the internal operates. control and risk management systems of the The Audit Committee has been in operation throughout Company; the period and operates within clearly defined terms of review the adequacy of the Company’s arrangements reference. as they relate to compliance, whistleblowing and fraud; RESPONSIBILITIES make recommendations to the Board to put to the The Audit Committee has the primary responsibility for shareholders for their approval in general meeting reviewing the financial statements and the accounting in relation to the appointment, reappointment and principles and practices underlying them, liaising with removal of the external auditors and to approve the external auditors and reviewing the effectiveness of the remuneration and terms of engagement of the internal controls. external auditors; The main role of the Audit Committee is to: review and monitor the external auditors’ independence and objectivity and the effectiveness of monitor the integrity of the financial statements of the the audit process, taking into consideration relevant Company and any formal announcements relating to UK professional and regulatory requirements; the financial performance and reviewing significant develop and implement policy on the engagement financial reporting judgements contained in them; of the external auditors to supply non-audit services, provide formal and transparent arrangements for taking into account relevant ethical guidance considering how to apply the financial reporting and regarding the provision of non-audit services by the internal control principles set out in the AIC Code external audit firm; and to maintain an appropriate relationship with the report to the Board on significant issues relating to the external auditors; financial statements and how they were addressed; provide advice to the Board on whether its assessment of the effectiveness of the audit the Company’s annual report and financial process; any key matters raised by the external statements taken as a whole, is fair, balanced auditors and any other issues on which the Board has and understandable and provides the information requested the Committee’s opinion; necessary for shareholders to assess the Group’s consider the need for the Company to establish an position and performance, business model and internal audit function at Company level; and strategy; report to the Board on how it has discharged its responsibilities.
42 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 continued Audit Committee Report During the period, amongst other matters, the Committee COMMITTEE MEMBERSHIP reviewed and recommended to the Board for approval, During the period, the Audit Committee comprised the annual report for the year ended 31 December 2024, the Chair of the Committee, Philip Braun with Andrew the interim report for the period ended 30 June 2025, Zychowski and Robert Burrow as members. There reviewed the non-audit services policy, reviewed internal have been no changes in members during the year. Eric control reports from key service providers, and met with Sanderson attended by invitation of the Committee. PricewaterhouseCoopers LLP (“PwC”), the external auditors, to discuss and agree audit plans for the audit of The Board is satisfied that at least one member of the annual report for the year ended 31 December 2025. the Audit Committee has recent and relevant financial experience. Philip Braun, the Audit Committee Chair , In addition, and as noted in the annual report for the year has nearly 30 years of experience in audit, having spent ended 31 December 2024, the Board commissioned around 17 years as the lead audit partner with BDO in an independent third-party valuation expert to Jersey where he led the provision of business advisory review selected components of the 31 December services and is a qualified Chartered Accountant, until 2023 valuation, principally investments representing 2023 prior to his move to becoming a professional non- approximately £270 million of Fair Value reported at that executive director. date. This independent review was considered by the Audit Committee. The Board is also satisfied that the Committee as a whole has competence relevant to the sector in which the The independent review identified material errors Company operates. in the 31 December 2023 valuation resulting in an overstatement of £111.5 million at that date. Details of MEETING ATTENDANCE which are included in Note 25 and were set out in detail in The Committee met four times in the financial year, and the half year report to 30 June 2025. the meetings were attended by each member as follows: PERFORMANCE EVALUATION Director Attendance Refer to the above Corporate Governance section on page 38 detailing how the review of the Audit Andrew Zychowski 4/4 Committee’s performance was conducted, and the results 1 Eric Sanderson 4/4 of such an evaluation. Philip Braun 4/4 INTERNAL CONTROL AND RISK Robert Burrow 4/4 MANAGEMENT 1 Eric Sanderson, whilst not a member of the committee, attends the Audit Committee by invitation. The Company has put in place a process for identifying, evaluating and managing the principal and emerging risks ACTIVITIES faced by the Company. The Board has satisfied itself that The Audit Committee meets at least three times a year the procedures for identifying the information needed to consider the annual report, interim report, any other to monitor the business and manage risks are robust. formal financial performance announcements, and any The adequacy and effectiveness of the Company’s other matters as specified under the Committee’s terms of internal control and risk management systems, and the reference and reports to the Board on how it discharged implementation of such controls are monitored by the its responsibilities. Audit Committee and the Risk Committee. The Company has the following internal controls: Internal control reports of the Investment Manager, Administrator and Depository are reviewed by the Audit Committee; There is an agreed and defined Investment Policy; and Compliance reporting is reviewed at each Board meeting.
Strategic Report Governance Financial Statements Appendix Information 43 During the year, the Audit Committee and Investment Manager discussed the provisions of the updated AIC Code of Corporate Governance (the “Code”) and in particular provision 34, that adds an increased level of accountability and disclosure around the effectiveness of the Company’s risk and internal control framework. The new provision is effective for accounting periods from 1 January 2026 and will require the Board to make a specific declaration on the effectiveness of material controls in the 31 December 2026 Annual Report. The Audit Committee is overseeing the work being carried out by the Investment Manager, to review the existing framework and to consider any additional actions required to enable the declaration. INTERNAL AUDIT Company The Audit Committee has considered the appropriateness of establishing an internal audit function at the Company level and, having regard to the size and nature of the Company and given the orderly realisation, has continued to conclude that the function is not necessary at a Company level at this time nor is it anticipated during the Managed Wind-Down. Investee Companies The Audit Committee, prior to the commencement of the Managed Wind-Down, undertook a review of the Company’s Investee Companies to establish if an internal audit function at Investee Company level would be appropriate to provide assurance that risk management, governance and internal control processes are operating effectively at an operating investment level. Given the orderly realisation has continued, it is not anticipated that this will be established during the Managed Wind-Down. Significant Areas of Focus The following details the key areas of focus by the Audit Committee in relation to the financial statements for the period, which were discussed and debated with the Investment Manager and PwC.
44 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 continued Audit Committee Report appropriate market and publicly available information SIGNIFICANT ISSUES CONSIDERED on relevant transactions. The bottom-up analysis of BY THE AUDIT COMMITTEE the discount rate and the appropriate beta is based on comparable listed companies. Investments are Application of Investment Entity Accounting valued using a discounted cash flow approach, being Standard valued on a Free Cash Flow to Equity (“FCFE”) basis. Under IFRS 10, investment entities are required to hold The portfolio weighted average discount rate for subsidiaries at Fair Value through the Statement of investments valued under the FCFE discounted cash Comprehensive Income rather than consolidate them flows approach was 14.5%. on a line-by-line basis. There are three key conditions Expected cash inflows are estimated based on terms to be met by the Company for it to meet the definition of the contracts and the Company’s knowledge of the of an investment entity. Further detail on this can be business and how the current economic environment found in Note 2(b) to the Financial Statements. The is likely to impact it taking into consideration growth Directors have reviewed the criteria and are satisfied rate factors. that the Company meets the criteria of an Investment Entity under IFRS 10. As explained in Note 2(b) to the Future foreign exchange rates of GBP against EUR. financial statements, the Directors are of the opinion that Future cash flows are inflation linked. The appropriate the Company meets the requirements of an “Investment long-term inflation forecasts are based on the Entity”. Assessing whether the Company and certain Investment Manager’s macro-economic forecasts. subsidiaries met the criteria of Investment Entities, in Observable market inputs and relevant comparable accordance with the definition set out in IFRS 10, was market data points are considered where appropriate. seen as a key judgement. The Audit Committee debated the appropriateness of the current application of the As noted above, and as disclosed in the June 2025 standard with the Investment Manager and independent Interim Report, and due to material downward revaluations auditors. The Audit Committee concluded that applying observed in both the June 2024 and December 2024 the investment entity exemption to IFRS 10 will improve investment valuations in the D9 portfolio, an independent stakeholders’ understanding of the financial performance expert review of historic valuations as at 31 December and position of the Company. 2023 was commissioned by the D9 Board during the year. The scope of the review covered underlying assets Valuation of Investments representing approximately £270 million (40%) of the fair The Valuation of Investments was considered by the value of investments held at 31 December 2023. Valuation Committee post year-end (please refer to the This review identified material errors in the valuation at activities section of the Valuation Committee on page 31 December 2023, including an overstatement in the 51), following which the Audit Committee considered the valuation of Aqua Comms, driven by an incorrect allocation outcome of the work of the Valuation Committee. The of working capital between the established and growth Board has carried out fair market valuations of Arqiva and constituent parts of the business in the valuation, along Elio Networks, being the remaining two investments as with related adjustments to certain capital expenditure at 31 December 2025 following the significant disposal assumptions and the treatment of tax losses in the activity during the year. Valuations were prepared by terminal value calculation with evidence available at the InfraRed Capital Partners Limited, supported by an valuation date. The review also identified an omission in independent review by a leading professional firm of respect of the requirement for a provision for potential valuation experts. The valuation of Arqiva in particular additional VLNs to be issued in respect of the Group’s considered and was cross referenced against the ongoing acquisition of Arqiva. As disclosed in the 31 December disposal activity of minority shareholders. The Directors 2024 financial statements this was driven by a mechanism satisfied themselves as to the methodology used, the in the SPA to compensate the seller for the difference discount rates and key assumptions applied, and the between the estimate and final costs of the restoration of valuations. All Special Purpose Vehicle (“SPV”) investments the Bilsdale site. are at fair value through profit or loss and are valued using As a result, a prior year adjustment has been made to the IFRS 13 framework for fair value measurement. these financial statements as at 31 December 2023, The following economic assumptions were used in the resulting in a £111.5 million reduction in the 1 January valuation of the SPVs. The main Level 3 inputs used by the 2024 opening reserves balance and corresponding Group are derived and evaluated as follows: reduction on the losses reported in 2024. This was first The appropriate discount rate is determined based on adjusted for in the unaudited June 2025 Interim Report. the Investment Manager’s knowledge of the market, Further details are available on Note 25 of the Financial considering intelligence gained from its bidding Statements. activities, discussions with financial advisers in the
Strategic Report Governance Financial Statements Appendix Information 45 Going Concern and Viability Statement The Board is required to consider and report on the longer-term viability of the business as well as assess the appropriateness of applying the going concern assumption. More details can be found on pages 29 to 30. The Audit Committee has considered and had in-depth discussion regarding the solvency and liquidity position of the Company from the financial statements and the information provided by the Investment Manager on the forecasted cash flow for the Company, including considering severe, but plausible downside scenarios and the potential mitigating actions the Company has at its disposal to address these scenarios, and and options for the Company to realise the investments held by the Company. The Audit Committee has also considered the recent significant disposal activity which has resulted in, as previously noted, the full repayment of the RCF during the year, as well as ensuring sufficient funds are available to manage the liquidity requirements until the wind down of the fund, a strategy that was approved by shareholders in early 2024 and reconfirmed in June 2025. Following this consideration, the Audit Committee considers that the Company and the Group have adequate resources to continue to operate for a period of at least twelve months from the date of approval of these financial statements,, and have recommended to the Board that the going concern assessment is appropriate. External Auditors, Audit Fees and Non‑Audit on a regular basis to ensure that the external auditors Services remain objective and independent. The policy will also be reviewed annually to ensure it continues to be in line with PwC were appointed as the external auditors of the best practice. Any proposed changes to the policy are Company on 5 March 2021 with Kevin Rollo as the audit recommended to the Board for approval. partner. In line with audit independence requirements, Kevin is due to rotate off as audit partner this year. It Any arrangement with the auditors that includes is the Audit Committee’s responsibility to monitor the contingent fee arrangements is not permitted. In performance, objectivity, and independence of the addition, the total fees for non-audit services provided external auditors and this is assessed by the Audit by the auditors to the Group shall be limited to no more Committee each year. In evaluating PwC’s performance, than 70% of the average of the statutory audit fee for the Committee examines the robustness of the audit the Company, of its controlled undertakings and of process, independence, objectivity and the quality of the financial statements paid to the auditors in the last delivery. three consecutive financial years. This will continue to be monitored by the Company to ensure that it meets During the year, the Audit Committee considered the these rules once they apply after three consecutive effectiveness of the external auditors’ performance, financial years. Total average fees paid to PwC during and as a result, recommended to the Board their the last three periods for the Company and Corporate reappointment at the 2025 AGM. Similarly, the Audit Subsidiaries was £946k (2023 and 2024 combined total: Committee considered their reappointment following £2,026k, 2025 total: £811k), with £82k average across year-end and are recommending to the Board the the three years relating to non-audit service fees (2023 reappointment of PwC as auditors of the Company at and 2024 combined total: £247k, 2025 total: Nil), and the upcoming 2026 AGM expected to be held on 9 June which was 9% of the three average total fees. PwC are 2026. also the auditors of the Arqiva group of companies. PwC On 9 April 2026, the FRC announced the opening of an were selected to undertake these services due to quality investigation under its Audit Enforcement Procedure into of their work and the efficiencies attained from their in- the audit conducted by PwC of the Company’s financial depth knowledge of the Company’s financial information statements for the financial year ended 31 December and business models. 2023. The FRC stated that the investigation relates solely to the external auditors’ work, does not concern the Company or any other individuals or entities, and that the opening of this investigation does not indicate that any findings of a breach have been made or will be made. Philip Braun The Audit Committee has approved a non-audit services Audit Committee Chair policy that determines the services that PwC can 14 April 2026 provide and the maximum fee that may be raised for non-audit services in comparison to the statutory audit fee. The Audit Committee reviewed the policy during the financial year and will continue to monitor the policy
46 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Management Engagement Committee Report RESPONSIBILITIES PERFORMANCE EVALUATION The main function of the Management Engagement Please refer to the above Corporate Governance section Committee is to keep under review the performance on page 38 detailing how the review of the Management of the Investment Manager (which is the Company’s Engagement Committee’s performance was conducted, AIFM) and to make recommendations on any proposed and the results of such an evaluation. amendment to the Investment Management Agreement. MANAGEMENT ARRANGEMENTS The Committee also regularly reviews the composition The Company operates an externally managed alternative of the key executives performing the services on behalf investment fund for the purposes of the AIFMD. In its of the Investment Manager; and monitors and evaluates role as AIFM, the Investment Manager is responsible for the performance of other key service providers to the the portfolio management and risk management of the Company. Company pursuant to the AIFMD subject to the overall control and supervision of the Board. The Management Engagement Committee has been in operation throughout the period and operates within During 2024 the previous Board served notice to Triple clearly defined terms of reference. Point Investment Manager LLP, the previous Investment Manager. As noted in the Chair’s statement, the Company COMMITTEE MEMBERSHIP remains in dispute with Triple Point regarding their During the year, the Management Engagement termination arrangements. Committee comprised all Directors. Pursuant to the Investment Management Agreement, MEETING ATTENDANCE for the first 36 months following their appointment on 11 December 2024, InfraRed is entitled to an initial fixed The Committee met once during the financial year, and annual management fee of £3.75 million per annum. the meeting was attended by each member as follows: Thereafter, and until the Group’s last asset is sold, InfraRed is entitled to receive a reduced management Director Attendance fee of £1.75 million per annum. Following the sale of the Andrew Zychowski 1/1 Group’s final asset, a fee of £100,000 per month will be payable by the Company to InfraRed until the earlier of (i) Eric Sanderson 1/1 the Company being delisted; and (ii) six months from the Philip Braun 1/1 date of completion of the divestment of the final asset. Robert Burrow 1/1 InfraRed is contracted to utilise not less than 10% of the annual management fee (net of applicable taxes) ACTIVITIES to acquire shares in the capital of the Company in the During the year, the Committee monitored and reviewed secondary market, unless it would be unlawful to do so. the performance of the Investment Manager, InfraRed These shares will be subject to a lock-in period of 1 year Capital Partners Limited (“InfraRed”), who were appointed following acquisition and orderly market provisions. As at with effect from 11 December 2024. The Committee was 31 December 2025, InfraRed holds 2,489,570 Ordinary satisfied with their performance and recommended to the shares which are subject to the lock-in provisions Board that the continued engagement of the Investment contained within the Investment Management Agreement. Manager was in the best interests of shareholders, particularly given the ongoing execution of the Company’s Managed Wind-Down. The Committee also reviewed the performance of the key service providers to the Company to ensure that the services provided were satisfactory and in accordance with each supplier’s terms of engagement, Although there were no issues to report for the current period, the Board is disappointed that historic services provided resulted in such a large prior year adjustment of £111.5 million to the 31 December 2023 year-end accounts. The Committee agreed to continue to keep all service providers and the costs incurred under review.
Strategic Report Governance Financial Statements Appendix Information 47 To appropriately align with shareholder outcomes, InfraRed is entitled to a performance fee of: 3.5% of any distributions above £225 million, when aggregate distributions are in excess of £225 million but less than £300 million; and 4.75% of any distributions above £300 million when aggregate distributions are in excess of £300 million. Any performance fee payable to InfraRed will not exceed, in aggregate, £15 million. InfraRed will also be entitled to receive certain fees in the event of the termination of its appointment in prescribed circumstances. Andrew Zychowski Management Engagement Committee Chair 14 April 2026
48 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Nomination Committee Report The Board has also considered the other contributions RESPONSIBILITIES which individual Directors may make to the work of the The Nomination Committee’s main function is to evaluate Board, with a view to ensuring that: the performance of the Board, ensure the Board composition, skills and experience are optimal, lead the (i) the Board maintains a diverse balance of skills, process for appointments, ensure plans are in place for knowledge, backgrounds and capabilities leading to orderly succession to the Board, oversee the development effective decision-making; of a diverse pipeline for succession and any other matters (ii) each Director is able to commit the appropriate time as specified under the Committee’s terms of reference. This necessary to fulfilling their roles; and includes ensuring that any appointments and succession plans are based on merit and objective criteria, and, within (iii) each Director provides constructive challenge, strategic this context, promotes diversity of gender, social and ethnic guidance, offers specialist advice and holds third-party backgrounds, cognitive and personal strengths. service providers to account. The Nomination Committee has been in operation In accordance with the AIC Code, all Directors submit throughout the year and operates within clearly defined themselves for re-election on an annual basis. terms of reference. TENURE POLICY AND SUCCESSION COMMITTEE MEMBERSHIP POLICY During the year, the Committee comprised all the In accordance with best practice, the Board considers independent Non-Executive Directors with Robert Burrow that the length of time each Director, including the Chair, acting as Chair. serves on the Board should be between six and nine The Nomination Committee met once during the year, and years. To facilitate effective succession planning, this the meetings were attended by each member as follows: period can be extended for a limited time if necessary. Continuity, self-examination and ability to do the job Director Attendance are the relevant criteria on which the Board assesses a Andrew Zychowski 1/1 Director’s independence. Length of service of current Eric Sanderson 1/1 Directors, succession planning and independence is reviewed annually as part of the Board evaluation Philip Braun 1/1 process. Robert Burrow 1/1 As the Company is in Managed Wind-Down, the Board ACTIVITIES will seek to limit rotation of Directors to maintain historical During the year, the Nomination Committee discussed knowledge. All members of the Board were appointed in matters including, but not limited to, tenure policy, diversity 2024 and therefore are not expected to reach their tenure policy, Board composition, Board skills, Board experience, limit before the Managed Wind-Down has completed. Board evaluation and time commitments. DIVERSITY PERFORMANCE EVALUATION Diversity and Inclusion Policy Refer to the above Corporate Governance section on page The Board has established and maintains a formal written 38 detailing how the review of the Nomination Committee’s diversity policy. performance was conducted, and the results of such an evaluation. The Board recognises the benefits of all types of diversity and supports the recommendations of the Parker RE-ELECTION OF DIRECTORS Review. All Board appointments will be made on merit, and promote diversity of all kinds, including: gender, The Board considers that the performance of each Director social and ethnic backgrounds, cognitive and personal continues to be effective and demonstrates the commitment strengths. This will ensure that any such appointment will required to continue in their present roles. This consideration develop and enhance the operation of the Board to best is based on, amongst other things, the business skills and serve the Company’s strategy. industry experience of each of the Directors (refer to the biographical details of each Director as set out below), as well as their knowledge and understanding of the Company’s business model.
Strategic Report Governance Financial Statements Appendix Information 49 The Board recognises the importance of diversity in the targets. The Company’s portfolio of assets, the magnitude boardroom which introduces different perspectives to the of the discount to NAV and the mandate voted for by Board debate and considers it to be in the interests of shareholders to enter into a Managed Wind-Down the Group and its shareholders to take into consideration altogether represented a unique situation which required a diversity criteria when appointing a new individual to the specific set of skills and significant experience from Board Board. When undertaking the appointment of a new members. Whilst the Company is no longer a FTSE 350 Director, the Nomination Committee will generally instruct company, the Board endeavoured to consider a diverse an external search consultancy to undertake an open and range of candidates to join the Board, and the current transparent process that includes potential candidates Directors were selected as they were considered best from a variety of backgrounds. placed to deliver the Managed Wind-Down as voted in favour of by shareholders in March 2024. Members of the Board should collectively possess a diverse range of skills, expertise, industry and business Due to the number of changes of the Board that have knowledge. The Board will continue to monitor diversity, already taken place, and as the Company is in Managed taking such steps as it considers appropriate to maintain Wind-Down, to ensure a steady state and continuity, no its position as a meritocratic and diverse business. further changes to the Board are expected to take place prior to the conclusion of the Managed Wind-Down and FCA Listing Rule diversity targets therefore the Company does not expect to meet the At the year-end, the Board comprised the Chair and three UK Listing Rule targets prior to the conclusion of this Non-Executive Directors, all of whom were male. process. The following table sets out the gender and ethnic diversity of the Board as at 31 December 2025, the The Company has reported against the UK Listing Rules disclosure of which in this report having been approved on diversity and is not in compliance with the diversity by each of the current Directors: Number of Board Percentage of Number of senior Gender Diversity members the Board positions on the Board Men 4 100% 2 Women Not specified/prefer not to say Ethnic Diversity White British or other White 4 100% 4 (including minority white groups) As an investment company with solely independent Non-Executive Directors, the Group does not have a Chief Executive or a Chief Financial Officer and has no employees. Accordingly, no disclosures regarding executive management positions have been included. COMPANY’S SUCCESSION PLANS The Nomination Committee will give full consideration to the succession planning of the Board as part of the Board’s formal annual evaluation to ensure progressive refreshing of the Board, taking into account the challenges and opportunities facing the Board and the balance of skills and expertise that are required in the future. Robert Burrow Nomination Committee Chair 14 April 2026
50 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Risk Committee Report KEY OBJECTIVES PERFORMANCE EVALUATION The Risk Committee has been established to assist Please refer to the above Corporate Governance the Board in its oversight of risk through ensuring the section on page 38 detailing how the review of the Risk Company maintains a high standard of risk identification, Committee’s performance was conducted, and the monitoring and management to minimise investment risks results of such an evaluation. and any other risks not covered by the Audit Committee. INTERNAL CONTROL AND RISK RESPONSIBILITIES MANAGEMENT The Risk Committee’s key responsibilities are to: The Company has put in place an ongoing process for identifying, evaluating and managing the principal and ensure the Company’s compliance with its investment emerging risks faced by the Company. The adequacy and objectives, policies, restrictions and borrowing limits; effectiveness of the Company’s internal control and risk oversee and advise the Board on the current risk management systems, and the implementation of such exposures of the Company and future risk strategy, controls, are monitored by the Audit Committee and the including identifying and monitoring the key risks that Risk Committee. The Company has the following internal the Company faces; controls, which are monitored by the Risk Committee: establish the Company’s risk appetite, review The risk appetite is agreed by the Risk Committee, performance against risk appetite and monitor key which is designed to supplement the Investment trends and concentrations; Objective and Policy; review the Company’s procedures for managing and A risk register identifying risks and controls to mitigate mitigating principal risks; and their potential impact/likelihood is maintained by review the Company’s systems and controls for the the Investment Manager and reviewed by the Risk prevention and detection of fraud, bribery, tax evasion Committee; and and anti-money laundering and any other matters as On a bi-annual basis, the Risk Committee is provided specified under the Committee’s terms of reference. with an internal control report of its key service providers, including the Administrator and Investment The Risk Committee has been in operation throughout Manager, to review their effectiveness and the integrity the period and operates within clearly defined terms of of the systems of controls in place in relation to the reference. financial reporting process. COMMITTEE MEMBERSHIP ACTIVITIES During the year, the Risk Committee comprised all the During the period, the Risk Committee carried out the independent Non-Executive Directors with Eric Sanderson following activities: acting as Chair. Received reports from the Investment Manager MEETING ATTENDANCE on how the risk management process was being undertaken; The Committee met twice in the financial year, and the meetings were attended by each member as follows: Reviewed the Company’s risk appetite for risks, including regulatory risk, concentration risk and Director Attendance reputational risk; Reviewed the Company’s risk register; and Andrew Zychowski 2/2 Assessed the Company’s principal risks, which are Eric Sanderson 2/2 outlined on pages 26 to 28. Philip Braun 2/2 Robert Burrow 2/2 Eric Sanderson Risk Committee Chair 14 April 2026
Strategic Report Governance Financial Statements Appendix Information 51 Valuation Committee Report KEY OBJECTIVES ACTIVITIES The Valuation Committee held three meetings during The Valuation Committee was established to support the year. the Audit Committee and Board with considering the appropriate valuation policies in respect to the Company’s As highlighted in the Audit Committee report, the investments, analysing valuation methodologies and Valuation of Investments was considered by the recommending the valuations for the Company’s Valuation Committee post year-end for the year ending investments. 31 December 2025 (please refer to the significant issues section of the Audit Committee on page 44). The Board has carried out fair market valuations of Arqiva and Elio RESPONSIBILITIES Networks, being the remaining two investments as at The Valuation Committee operates within clearly defined 31 December 2025 following the significant disposal terms of reference, and its key responsibilities are to: activity during the year. Valuations were prepared by InfraRed Capital Partners Limited, supported by an formulate or amend appropriate valuation policies independent review by a leading professional firm of in respect of individual investments or classes of valuation experts. The valuation of Arqiva, in particular, investment; considered and was cross referenced against the ongoing ensure the valuation policy adopted complies with market activity driven by minority shareholders. The the obligations within the Company’s prospectus, any Directors satisfied themselves as to the methodology agreements in place, legislation, regulations, guidance used, the discount rates and key assumptions applied, and other policies of the Company that may be and the valuations. All Special Purpose Vehicle (“SPV”) applicable; investments are at fair value through profit or loss and consider and approve the valuations and/or are valued using the IFRS 13 framework for fair value valuation methodology of the Company’s listed and measurement. The Committee then recommended to the unlisted investments at each period-end date as Audit Committee and thereon the Board to determine the recommended and/or undertaken by the Company’s fair value of the Company’s portfolio at each reporting alternative investment fund manager and/or date. investment adviser, or make such amendments as are As disclosed in the June 2025 Interim Report, and due deemed appropriate; to material downward revaluations observed in both the ensure that the annual report includes a summary of June 2024 and December 2024 investment valuations in the valuation of the Company’s investment portfolio the D9 portfolio, an independent expert review of historic made in accordance with the UK Listing Rules; and valuations as at 31 December 2023 was commissioned by the D9 Board during the year. The scope of the review consider at each period-end whether there is a covered underlying assets representing approximately need for an independent valuation of the Company’s £270 million (40%) of the fair value of investments held at investment portfolio and, should it deem this to 31 December 2023. be required, appoint and utilise the services of an appropriate third-party independent valuation expert. This review identified material errors in the valuation at 31 December 2023 which are set out in more detail in the COMMITTEE MEMBERSHIP Audit Committee report on page 44. During the year, the Valuation Committee comprised As a result, a prior year adjustment has been made to all the independent Non-Executive Directors with Philip these financial statements as at 31 December 2023, Braun acting as Chair. resulting in a £111.5 million reduction in the 1 January 2024 opening reserves balance and a corresponding MEETING ATTENDANCE reduction on the losses reported in 2024. This was first There were three meetings held in the year, and the adjusted for in the unaudited June 2025 Interim Report. meetings were attended by each member as follows: Further detail on the key portfolio valuation changes are set out in the Chair’s Statement on page 2. Director Attendance Following the completion of the PYA exercise, and the Andrew Zychowski 3/3 year-end valuation process, and given the reduced Eric Sanderson 3/3 number of investments remaining, the Board resolved to Philip Braun 3/3 dispense with the separate Valuation Committee and for Robert Burrow 3/3 the activities to be rolled back in to the Audit Committee’s remit. Philip Braun Valuation Committee Chair 14 April 2026
52 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Directors’ Remuneration Report ANNUAL STATEMENT Dear shareholder, I am pleased to present the Directors’ Remuneration Report on behalf of the Board for the year ended 31 December 2025. It is set out in two sections: 1. Directors’ Remuneration Policy – This sets out our Remuneration Policy for Directors of the Company, which was last approved by shareholders at the Company’s 2025 AGM. 2. Annual Report on Directors’ Remuneration – This sets out how our Directors were paid for the year ended 31 December 2025 and how we intend to apply our Policy for the year ending 31 December 2026. There will be an advisory shareholder vote on the Directors’ Remuneration Report at our 2026 AGM. Remuneration Policy The Company’s policy is to set Directors’ fees at a level which will enable the Board to recruit and retain the skills required to run the Company in the best interests of its shareholders. In determining the level of fees required to achieve this, the Company will pay regard to the Directors’ time commitment and expected contribution to the role. Any additional fees will be subject to and in accordance with the Company’s Articles of Association which has a limit of £300,000 for the aggregate fees for all Directors. The Group does not have any executive directors or employees and, as a result, operates a simple and transparent remuneration policy with no variable element, that reflects the Non-Executive Directors’ duties, responsibilities and time spent. No Director has a service contract with the Company or are any such contracts proposed. The Directors’ appointments can be terminated in accordance with the Articles and without compensation. Director Fee levels During the year, the Chair was entitled to an annual fee of £100,000, while the other Directors each received an annual fee of £50,000. Recognising the continued increased time commitment required from the Directors to deliver the Managed Wind-Down, which included the divestment of EMIC-1 in May 2025, the completion of the sale of SeaEdge UK1 and the full repayment of the Revolving Credit Facility in June 2025 and the divestment of its interests in Aqua Comms, its Atlantic and Irish Sea subsea fibre business in December 2025,and the significant Board and committee time devoted to oversight of Arqiva, including engagement on valuation, capital structure and strategic matters, the Board carried out a review of the fee levels for both the Chair and the Directors. Following that review, the Board approved a 5% increase in Directors’ fees, effective from 1 July 2025. Accordingly, the Chair’s annual fee increased to £105,000 and the annual fee for the other Directors increased to £52,500. Additionally, the Board increased the additional fee payable to the Audit Committee Chair to £7,500, resulting in a total annual fee of £60,000 for that position. Discretion exercised under the Directors’ Remuneration Policy At the date of this report, no discretion is intended to be exercised under the Directors’ Remuneration Policy. We value engagement with our shareholders and for the constructive feedback we receive and look forward to your support at the forthcoming AGM. Eric Sanderson Chair 14 April 2026
Strategic Report Governance Financial Statements Appendix Information 53 DIRECTORS’ REMUNERATION POLICY Approval of Remuneration Policy Remuneration Policy Overview The Directors’ Remuneration Policy was last approved by The Company’s objective is to have a simple and shareholders at the Annual General Meeting of the Group transparent remuneration structure, aligned with its held on 10 June 2025 and became effective from the strategy. The Company aims to provide remuneration conclusion of that meeting. packages with no variable element which will retain Non-Executive Directors with the skills and experience The Remuneration Policy has been prepared in necessary to maximise shareholder value on a long-term accordance with Schedule 8 of The Large and Medium- basis. The remuneration packages for Non-Executive sized Companies and Group’s (Accounts and Reports) Directors will be set with reference to the remuneration Regulations 2008. The policy applies to the Non- packages of comparable businesses. Executive Directors; the Company has no executive directors or employees. There are no planned changes to The Board will assess the appropriateness of the the policy in the upcoming financial year. Remuneration Policy on an annual basis and shareholder approval will be sought in the event of any changes being proposed.
54 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 continued Directors’ Remuneration Report Policy Table The Directors are entitled only to the fees as set out in the table below from the date of their appointment. No element of Directors’ remuneration is subject to performance factors. Component How it Operates Maximum Fee Link to Strategy Annual fee Each Director received a basic The total aggregate fees that The level of the annual fee fee which is paid on a quarterly can be paid to the Directors is has been set to attract and basis. as set out in the Company’s retain high-calibre Directors Articles of Association. with the skills and experience Committee Chairs may be, necessary for the role. The fee subject to Board discretion, has been benchmarked against entitled to an additional companies of a similar size. fee over and above their normal Director fee, reflecting the additional duties and responsibilities in those roles. Additional fees Where Director performs A daily rate of £1,500 The additional fee for services services, which in the opinion for attending additional outside the scope of ordinary of the Board, are outside the meetings or time spent on duties offers flexibilities for ordinary duties of a Director, the performance of other a Director to be awarded they will be entitled to an duties which result in a additional remuneration to additional fee. Director spending more than adequately compensate five days a month on work a Director where this is for the Company. Any such considered appropriate for the additional fees will be subject effective functioning of, or in to discussion and approval by furtherance of, the Company’s the Board. aims. Other benefits The Directors shall be entitled All reasonable travelling, hotel In line with market practice, to be repaid expenses. and other expenses properly the Company will reimburse incurred in the performance of the Directors for expenses to their duties as a Director. ensure that they are able to carry out their duties effectively. Service Contracts Policy on Payment for Loss of Office The Directors are engaged under letters of appointment Upon termination, a Director shall only be entitled to and do not have service contracts with the Company. accrued fees as at the date of termination together with reimbursement of any expenses properly incurred to that Directors’ Term of Office date. Under the terms of the Directors’ letters of appointment, Consideration of Shareholder Views each directorship is terminable on three months’ written notice by either the Director or the Company. The Company is committed to establishing ongoing Each Director will be subject to annual re-election by shareholder dialogue and takes an active interest in voting shareholders at the Company’s Annual General Meeting in outcomes. Where there are substantial votes against each financial year. resolutions in relation to Directors’ remuneration, the Company will seek the reasons for any such vote and will detail any resulting actions in the Directors’ Remuneration Report.
Strategic Report Governance Financial Statements Appendix Information 55 ANNUAL REPORT ON DIRECTORS’ REMUNERATION Consideration of Remuneration Matters The Board does not consider it necessary to establish a separate remuneration committee as it has no executive directors. The Board as a whole considers the remuneration of the Directors. Directors’ Fees Please refer to the Annual Statement on page 52 which sets out the fee levels of the Directors during the year, and that no discretion is currently intended to be exercised in respect to the Directors’ Remuneration Policy. Directors are entitled to recover all reasonable expenses properly incurred in connection with performing their duties as a Director. Per the terms of the Director appointment letter, Directors are entitled to receive a daily rate of £1,500 for attending additional meetings or time spent on the performance of other duties which result in them spending more than five days a month on work for the Company. It is intended that such additional fees would only be incurred in exceptional circumstances. The fees paid to Directors in respect of the year ended 31 December 2025 are shown in the below audited table: 2025 2024 2024‑2025 2023‑2024 2022‑2023 2021‑2022 Annual change in Annual change in Annual change Annual change Total Additional Total Additional Directors’ Directors’ in Directors’ in Directors’ fixed Total fees fixed Total fees Fees (excluding Fees (excluding Fees (excluding Fees (excluding remuneration expenses received Total remuneration expenses received Total expenses) expenses) expenses) expenses) Director (£) (£) (£) (£) (£) (£) (£) (£) (%) (%) (%) (%) Andrew Zychowski 51,250 508 51,758 22,371 836 5,321 28,528 129% N/A N/A N/A Eric Sanderson 102,500 2,351 104,851 59,103 918 7,949 67,970 73% N/A N/A N/A Philip Braun 55,000 276 55,276 22,203 1,340 781 24,324 148% N/A N/A N/A Robert Burrow 51,250 600 51,850 19,150 387 7,250 26,787 168% N/A N/A N/A Total 260,000 3,735 263,735 122,827 3,481 21,301 147,609 All the current Directors were appointed during the year ended 31 December 2024, and therefore there are no comparator figures prior to this date. Information required on executive directors and employees has been omitted because the Company has neither and therefore it is not relevant. Statement of Directors’ Shareholding and Share Interests (Audited table) Detailed in the table below are details of the Directors’ shareholdings as at 31 December 2025. The Directors are not required to hold any shares of the Company by way of qualification. A Director who is not a shareholder of the Company shall nevertheless be entitled to attend and speak at shareholders’ meetings. At At At At 31 December 31 December 31 December 31 December 2025 2025 2024 2024 Number of % of share Number of % of share Director Shares capital Shares capital 1 Andrew Zychowski 3,080,000 0.4% 2,630,000 0.3% Eric Sanderson 400,000 0.0% Philip Braun 384,596 0.0% 2 Robert Burrow 1,350,000 0.2% 1,350,000 0.2% 1 Andrew Zychowski and persons closely associated to him together hold 3,080,000 shares in the Company. In addition, other family members of Andrew Zychowski hold 603,000 shares in the Company. 2 Robert Burrow’s persons closely associated hold 1,350,000 shares in the Company.
56 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 continued Directors’ Remuneration Report Total Shareholder Return The graph below illustrates the total shareholder return of the Company from Admission to the end of the financial period. This is mapped against the total shareholder return on a hypothetical holding over the same period in the FTSE All Share. This index has been chosen as it is considered to be the most appropriate benchmark against which to assess the relative performance of the Company as the Company is a constituent of the FTSE All Share. 180 160 140 120 100 80 60 40 20 0 Mar-21 Dec-21 Oct-22 Jul-23 May-24 Mar-25 Dec-25 DGI9 FTSE All Share Relative Importance of Spend on Pay During the year the Group did not receive any communications from shareholders specifically regarding The table below shows the total spend on remuneration Directors’ pay. compared to the distributions to shareholders by way of dividends, share buybacks and the management The resolutions to approve the Directors’ Remuneration fees incurred by the Company. As the Group has no Report (and the Directors’ Remuneration Policy) were employees, the total spend on remuneration comprises passed on a poll at the Annual General Meeting on only the Directors’ fees. 10 June 2025. 31 December 31 December 2025 2024 Votes Votes Director £’000 £’000 Votes for against withheld Dividends paid Remuneration 95.21% 4.79% 13,406,515 Report Share buybacks Remuneration 94.93% 5.07% 13,428,265 Management fee 2,988 6,946 Policy Directors’ emoluments 260 242 On behalf of the Board: Consideration of Shareholder Views The Company is committed to ongoing shareholder dialogue and takes an active interest in voting outcomes. Where there are substantial votes against resolutions in relation to Directors’ remuneration, the Company will seek Eric Sanderson the reasons for any such vote and will detail any resulting Chair actions in the Directors’ Remuneration Report. 14 April 2026
Directors’ Report The Directors are pleased to present the Annual Report, including the Company’s audited financial statements as at, and for the year ended 31 December 2025. The information that fulfils the requirements of the Corporate Governance statement in accordance with rule 7.2 of the DTR can be found in this Directors’ Report and in the Governance section on pages 32 to 60, all of which is incorporated into this Directors’ Report by reference. Details of significant events since the balance sheet date are contained in Note 17 to the financial statements. An indication of likely future developments of the Company and details of the outlook and pipeline are included in the Strategic Report. Information about the use of financial instruments by the Company and its subsidiaries is given in Note 20 to the financial statements. Principal Activity The Company is a close-ended UK investment trust that invests in Digital Infrastructure assets and entered into a Managed Wind-Down in March 2024. The Company is listed on the Main Market of the London Stock Exchange, and is domiciled in Jersey and is UK tax resident. The Directors do not anticipate any change in the principal activity of the Company in the foreseeable future. Directors The names of the Directors who served from 1 January 2025 to 31 December 2025 are set out on pages 34 to 35; the biographical details and principal external appointments of the current Directors are set out in the Board of Directors section on pages 34 to 35. Investment Manager and AIFM On 11 December 2024, InfraRed Capital Partners Limited were appointed as the Company’s new Investment Manager and AIFM. Prior to this Triple Point Investment Management LLP were the Company’s Investment Manager and AIFM. A summary of the principal contents of the Investment Management Agreements in place during the financial year are set out in the Management Engagement Committee report on page 46. Investment Trust Status The Company has been approved as an Investment Trust Company (“ITC”) under sections 1158 and 1159 of the Corporation Taxes Act 2010; the Company is Jersey resident and UK tax registered. The Company informed HMRC of its change in Investment Strategy to that of a Managed Wind-Down. HMRC has confirmed that the Company continues to be an approved ITC whilst it continues to meet the requirements of s1156 Corporation Taxes Act 2010 and the ongoing requirements for approved companies in Chapter 3 of Part 2 Investment Trust (Approved Company) (Tax) Regulations 2011 (Statutory Instrument 2011/2999). The Company must adhere to ongoing requirements to maintain its ITC status, including, but not limited to, retaining no more than 15% of its annual revenue profits (of which there were none in 2024 and 2025 and nor are there any expected to be in future years). The Company derives the majority of its returns via capital return, through the revaluation of its Investee Companies. As a result, the Company paid dividends from its stated capital in prior years, which it is entitled to do under the Companies (Jersey) Law 1991 (as amended). During the period, the Company has continued to conduct its affairs to ensure it complies with these requirements. The Board continues to monitor compliance with the ITC conditions. Financial Results and Dividends The financial results for the year can be found in the Company Statement of Comprehensive Income on page 68. The Company declared no interim dividends in respect of the year to 31 December 2025. Powers of the Directors The powers given to the Directors are contained within the current Articles of Association of the Company (the “Articles”), and are subject to relevant legislation and, in certain circumstances (including in relation to the issuing or buying back by the Company of its shares), are subject to the authority being given to the Directors by shareholders in general meetings. The Articles govern the appointment and replacement of Directors. Directors’ Indemnity Subject to the provisions of any relevant legislation, the Company has agreed to indemnify each Director against all liabilities which any Director may suffer or incur arising out of or in connection with any claim made, or proceedings taken against him/her, or any application made by him/her, on the grounds of his/her negligence, default, breach of duty or breach of trust in relation to the Company or any associated Company. This policy remained in force during the financial period and also at the date of approval of the financial statements. The Company maintains appropriate Directors’ and Officers’ liability insurance in respect of legal action against its Directors on an ongoing basis. 57 Strategic Report Governance Financial Statements Appendix Information
Financial Risk Management The information relating to the Company’s financial risk management and policies can be found in Note 19 of the financial statements. Post‑Balance Sheet Events Important events that have occurred since the end of the financial year can be found in Note 17 of the notes to the financial statements. Amendment to the Articles The Articles may only be amended with shareholders’ approval in accordance with the relevant legislation. Share Capital As at 31 December 2025, the Company had 865,174,954 Ordinary Shares. All of the Ordinary Shares are fully paid and carry one vote per share. There are no restrictions on the transfer of securities in the Company other than certain restrictions which may be impaired by law, for example, Market Abuse Regulations, and the Company’s Share Dealing Code. The Company is not aware of any agreements between shareholders that restrict the transfer of Ordinary Shares. The Directors are generally and unconditionally authorised, in accordance with the Articles and the Companies (Jersey) Law 1991 (as amended), to exercise all powers of the Company to allot Ordinary Shares up to a maximum number of 800,000,000 with the authority expiring on 7 March 2026 in respect of the Initial Issue, and authority to allot Ordinary Shares up to a maximum number of 5,000,000,000 in respect of any further share issuances with the authority expiring on 7 March 2026. Purchase of Own Ordinary Shares A special resolution was passed at the Company’s 2025 Annual General Meeting, granting the Directors authority to repurchase up to a maximum of 86,517,495 Ordinary Shares (representing 10% of the Company’s Ordinary Share capital as at 30 April 2025). The authority will expire immediately following the conclusion of the Company’s 2026 general meeting or on 10 September 2026, whichever is earlier. A resolution to renew the Company’s authority to purchase shares in accordance with the Notice of AGM will be put to shareholders at the Annual General Meeting expected to be held on 9 June 2026. The Company did not purchase any of its own shares during the period. Major Shareholdings In accordance with DTR 5, the Company was advised of the following significant direct and indirect interests through TR1 notifications in the issued Ordinary Share capital of the Company as at 31 December 2025: Fund Manager Number of Ordinary Shares held % of voting rights Schroders plc 76,285,165 8.82 Quai Investment Services 39,358,988 4.55 First Equity Limited 35,000,000 4.05 As at the date of this report, the Company has been notified of the following changes in the holding of voting rights in the Company: First Equity Limited changed to 43,479,622 Ordinary Shares (5.03%) Philip J Milton & Company PLC acquired 44,516,125 Ordinary Shares (5.15%) Disclosure of Information to the Auditors So far as the Directors are aware, there is no relevant audit information of which the auditors are unaware. The Directors have taken all the steps that they ought to have taken as Directors to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information. Directors’ Report continued 58 Digital 9 Infrastructure plc | Annual Report & Accounts 2025
Related Party Transactions Related party transactions for the year to 31 December 2025 can be found in Note 16 of the financial statements. Research and Development No expenditure on research and development was made during the period. Donations and Contributions No political or charitable donations were made during the period (2024: Nil). Branches outside the UK There are no branches of the business located outside the United Kingdom. Annual General Meeting The Annual General Meeting of the Company is expected to be held on Tuesday, 9 June 2026 and further details will be set out in the Notice of Meeting. Business Relationships The Company has a set of corporate providers that ensure the smooth running of the Group’s activities. The Group’s key service providers are listed on page 115 and the Management Engagement Committee annually reviews the effectiveness and performance of these service providers, taking into account any feedback received. Each of these relationships is critical to the long- term success of the business. Therefore, the Company and the Investment Manager maintain high standards of business conduct by acting in a collaborative and responsible manner with all its business partners that protects the reputation of the Group as a whole. Significant Agreements There are no significant agreements that take effect, alter or terminate on change of control of the Company following a takeover. Additionally, there are no agreements with the Company or a subsidiary in which a Director is or was materially interested or to which a controlling shareholder was a party. Employees The Company has no employees and accordingly there is no requirement to separately report on this area. The Investment Manager is an equal opportunities employer who respects and seeks to empower each individual and the diverse cultures, perspectives, skills and experiences within its workforce. The Investment Manager places great importance on company culture and the wellbeing of its employees and considers various initiatives and events to ensure a positive working environment. Anti‑Bribery Policy The Company has a zero-tolerance policy towards bribery and is committed to carrying out its business fairly, honestly and openly. The anti-bribery policies and procedures apply to all its officers and to those who represent the Company. Human Rights Issues The Company is not within the scope of the Modern Slavery Act 2015 because it has not exceeded the turnover threshold and is therefore not obliged to make a slavery and human trafficking statement. The majority of services supplied to or on behalf of the Company are from the financial services industries and other services associated with those industries, and as such, the Board believes the Company’s current procedures and ability to rely on regulatory oversight in relation to professional services are sufficient in this regard. Environmental issues The Company’s disclosures in response to the recommendations of the Taskforce on Climate-related Financial Disclosures (TCFD) are set out on pages 95 to 102. Information included in the Strategic Report The information that fulfils the reporting requirements relating to the following matters can be found on the pages identified. Subject Matter Page Reference Likely future developments 2 to 5 On behalf of the Board: Eric Sanderson Chair 14 April 2026 59 Strategic Report Governance Financial Statements Appendix Information
60 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Statement of Directors’ responsibilities in respect of the financial statements The Directors are responsible for preparing the annual Directors’ confirmations report in accordance with applicable law and regulation. The Directors consider that the annual report and financial statements, taken as a whole, is fair, balanced and The Companies (Jersey) Law 1991 (“company law”) understandable and provides the information necessary requires the Directors to prepare financial statements for for shareholders to assess the Company’s position and each financial year. Under that law the Directors have performance, business model and strategy. elected to prepare the financial statements in accordance with International Financial Reporting Standards (“IFRSs”) Each of the Directors, whose details can be found as adopted in the European Union. on pages 34 and 35, confirm that to the best of their knowledge: The Directors must not approve the financial statements unless they are satisfied that they give a true and fair view the Company financial statements, which have been of the state of affairs of the Company and of the profit or prepared in accordance with IFRSs as adopted in loss of the Company for that period, and that they comply the European Union, give a true and fair view of the with company law. In preparing the financial statements, assets, liabilities, financial position and loss of the the Directors are required to: Company; and select suitable accounting policies and then apply the Strategic Report includes a fair review of the them consistently; development and performance of the business and the position of the Company, together with a state whether applicable IFRSs as adopted in the description of the principal risks and uncertainties that European Union have been followed, subject to any it faces. material departures disclosed and explained in the financial statements; Approval make judgements and accounting estimates that are This Directors’ responsibilities statement and the financial reasonable and prudent; and statements on pages 68 to 92 were approved by the Board of Directors on 14 April 2026 and signed on its prepare the financial statements on the going concern behalf by: basis unless it is inappropriate to presume that the Company will continue in business. The Directors confirm that they have complied with the above requirements in preparing the financial statements. Eric Sanderson The Directors are responsible for safeguarding the assets Chair of the Company and hence for taking reasonable steps 14 April 2026 for the prevention and detection of fraud and other irregularities. The Directors are also 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 to ensure that financial statements prepared by the Company comply with the requirements of company law. The Directors are responsible for the maintenance and integrity of the Company’s website. The Company’s financial statements are published on the Company’s website, www.d9infrastructure.com.
Strategic Report Governance Financial Statements Appendix Information 61 Independent Auditors’ Report to the Members of Digital 9 Infrastructure plc We remained independent of the company in accordance REPORT ON THE AUDIT OF THE FINANCIAL with the ethical requirements that are relevant to our audit STATEMENTS of the financial statements in the UK, which includes the Opinion FRC’s Ethical Standard, as applicable to listed public In our opinion, Digital 9 Infrastructure plc’s financial interest entities, and we have fulfilled our other ethical statements: responsibilities in accordance with these requirements. give a true and fair view of the state of the company’s To the best of our knowledge and belief, we declare affairs as at 31 December 2025 and of its loss and that non-audit services prohibited by the FRC’s Ethical cash flows for the year then ended; Standard were not provided. have been properly prepared in accordance with We have provided no non-audit services to the company International Financial Reporting Standards as in the period under audit. adopted in the European Union; and Our audit approach have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991. Context Digital 9 Infrastructure plc is incorporated in Jersey and We have audited the financial statements, included within is a listed company on the Main Market of the London the Annual Report & Accounts (the “Annual Report”), Stock Exchange. The company invests in a range of which comprise: digital infrastructure assets, and its investment objective is the Statement of Financial Position as at 31 to focus on a managed wind down of the company. December 2025; Overview the Statement of Comprehensive Income for the year Audit scope then ended; The company invests in digital infrastructure the Statement of Changes in Equity for the year then investments through its investment in its wholly- ended; owned subsidiary, Digital 9 Holdco Limited. the Statement of Cash Flows for the year then ended; and The company is a closed-ended investment company and has appointed InfraRed Capital Partners Limited the Notes to the financial statements, comprising (the “Investment Manager”) to manage its assets. material accounting policy information and other explanatory information. We conducted our audit of the financial statements using information from InfraRed Capital Partners Our opinion is consistent with our reporting to the Audit Limited, and Ocorian Fund Services (Jersey) Limited Committee. (the “Administrator”) to whom the directors delegated Basis for opinion the provision of certain administrative functions. We conducted our audit in accordance with International We tailored the scope of our audit taking into account Standards on Auditing (UK) (“ISAs (UK)”) and applicable the types of investments within the company, the law. Our responsibilities under ISAs (UK) are further involvement of the third parties referred to above, the described in the Auditors’ responsibilities for the audit of accounting processes and controls, and the industry the financial statements section of our report. We believe in which the company operates. that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matters Independence Valuation of investments held at fair value through We remained independent of the company in accordance profit or loss with the ethical requirements that are relevant to our audit Materiality of the financial statements in the UK, which includes the Financial Reporting Council’s (“FRC”) Ethical Standard, as Overall materiality: £802,000 (2024: £2,972,000) applicable to listed public interest entities in accordance based on 1% of net assets. with the requirements of the Crown Dependencies’ Performance materiality: £601,000 (2024: Audit Rules and Guidance for market-traded companies, £2,229,000). and we have fulfilled our other ethical responsibilities in accordance with these requirements.
62 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 continued Independent Auditors’ Report The scope of our audit whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the This is not a complete list of all risks identified by our financial statements. audit. Key audit matters “Material uncertainty related to going concern” and “Basis Key audit matters are those matters that, in the auditors’ for qualified opinion - losses on investments held at fair professional judgement, were of most significance in the value recognised in the Statement of Comprehensive audit of the financial statements of the current period and Income for the year ended 31 December 2024”, which include the most significant assessed risks of material were key audit matters last year, are no longer included misstatement (whether or not due to fraud) identified by because the Directors no longer consider there to be a the auditors, including those which had the greatest effect material uncertainty in relation to going concern and our on: the overall audit strategy; the allocation of resources audit opinion is not qualified in the current year in relation in the audit; and directing the efforts of the engagement to losses on investments held at fair value. Otherwise, team. These matters, and any comments we make on the key audit matters below are consistent with last year. the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a
Strategic Report Governance Financial Statements Appendix Information 63 Key audit matter How our audit addressed the key audit matter Valuation of investments held at fair We understood and evaluated the valuation methodologies applied, by value through profit or loss reference to industry practice and applicable accounting standards, and tested the techniques used by the Investment Manager in determining the fair value of Refer to the Audit Committee Report, the investments. We performed the following over the fair value of investments Valuation Committee Report and as at 31 December 2025: Notes to the financial statements – Notes 3 (a), 4 (b) and 9. The company Discussed and challenged the Investment Manager’s approach to recognises within the Statement valuations and significant estimates; of Financial Position £80.8m of Undertook further investigations by holding additional discussions with investments at fair value through the Investment Manager and obtained evidence to support explanations profit or loss as at 31 December received where assumptions were outside the expected range or showed 2025. unexpected movements based on our knowledge; The fair value of the company’s Observed that alternative assumptions had been considered and evaluated investment in Digital 9 Holdco Limited by the Investment Manager before determining the final valuation; (“the HoldCo”) is determined based Challenged management about the rationale of any non observable inputs on the fair value of the net assets of or significant estimates used in valuations and obtained corroborative the HoldCo and, accordingly, the fair evidence; value of the underlying investments within the Holdco, for which there Obtained evidence of recent market transactions by other investors is no liquid market. The fair value in Arqiva, where relevant, and validated that these were appropriately of the underlying investments had reflected in the valuation decisions taken by management; initially been valued on a discounted Performed recalculations of valuation models to ensure mathematical cash flow basis. In the case of accuracy; Arqiva this was updated to reflect Tested a sample of inputs into the value models to supporting the values implied by two minority documentation; and shareholder transactions as these were considered by the company as Agreed the amounts per the valuation models to the accounting records the most reliable indicator of fair value and the financial statements. at the balance sheet date. Given the inherent subjectivity involved in the valuation of the investments, Determining the valuation and therefore the need for specialised market knowledge when determining methodology and determining the the most appropriate assumptions and the technicalities of the valuation inputs and assumptions within the methodology, we engaged our internal valuation experts (“the experts”) valuation is subjective and complex. to assist us in our audit of this area. The experts performed the following This, combined with the significance procedures for the investments: of the investments balance in the Assessed the appropriateness of valuation methodology; Statement of Financial Position, meant that this was a key audit Evaluated key valuation inputs and estimates used in the valuation models, matter for our current year audit. such as long term growth rates and discount rates Participated alongside the audit team in discussions with the Investment Manager to challenge assumptions and obtained evidence to support the appropriateness of specific aspects the valuation models; and Reported their findings and conclusions to the audit team for overall consideration and conclusions. We also considered the appropriateness and adequacy of the disclosures around the estimation uncertainty and sensitivities on the accounting estimates.
64 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 continued Independent Auditors’ Report How we tailored the audit scope Overall £802,000 (2024: £2,972,000). company We tailored the scope of our audit to ensure that we materiality performed enough work to be able to give an opinion on the financial statements as a whole, taking into account How we 1% of net assets the structure of the company, the accounting processes determined it and controls, and the industry in which it operates. Rationale for We believe that net assets is the benchmark primary measure used by the The company’s accounting is delegated to the applied shareholders in assessing the Administrator who maintains the company’s accounting performance of the entity, and records and who has implemented controls over those is a generally accepted auditing accounting records. benchmark. We obtained our audit evidence from substantive tests. We use performance materiality to reduce to an However, as part of our risk assessment, we understood appropriately low level the probability that the aggregate and assessed the internal controls in place at both the of uncorrected and undetected misstatements exceeds Investment Manager and the Administrator to the extent overall materiality. Specifically, we use performance relevant to our audit. materiality in determining the scope of our audit and the As part of designing our audit, we determined materiality nature and extent of our testing of account balances, and assessed the risks of material misstatement in the classes of transactions and disclosures, for example in financial statements. In particular, we looked at where the determining sample sizes. Our performance materiality Directors made subjective judgements, for example in was 75% (2024: 75%) of overall materiality, amounting to respect of significant accounting estimates that involved £601,000 (2024: £2,229,000) for the company financial making assumptions and considering future events that statements. are inherently uncertain. In determining the performance materiality, we considered The impact of climate risk on our audit a number of factors - the history of misstatements, risk assessment and aggregation risk and the effectiveness As part of our audit, we inquired of management to understand and evaluate the company’s risk assessment of controls - and concluded that an amount at the upper process in relation to climate change. We used our end of our normal range was appropriate. own knowledge and understanding of the company to We agreed with the Audit Committee that we would evaluate the impact of climate risk on the performance of report to them misstatements identified during our the company’s digital infrastructure investments. We read audit above £40,100 (2024: £158,600) as well as disclosures in relation to climate change made in other misstatements below that amount that, in our view, financial information within the Annual Report to ascertain warranted reporting for qualitative reasons. whether the disclosures are materially consistent with the financial statements and our knowledge from our Conclusions relating to going concern audit. Our responsibility over other information is further Our evaluation of the directors’ assessment of the described in the reporting on other information section of company’s ability to continue to adopt the going concern our report. basis of accounting included: Materiality Obtained the going concern assessment prepared by The scope of our audit was influenced by our application InfraRed and approved by the Board, which covers a of materiality. We set certain quantitative thresholds for period of at least 12 months from the date of signing materiality. These, together with qualitative considerations, the 2025 financial statements and supports that the helped us to determine the scope of our audit and the company has adequate resources to continue to nature, timing and extent of our audit procedures on the operate for at least 12 months from this date. The individual financial statement line items and disclosures going concern assessment assumes the managed and in evaluating the effect of misstatements, both wind-down will occur within 24 to 36 months of the individually and in aggregate on the financial statements signing of the 2025 financial statements, with a target as a whole. wind-down circa 2028; Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Strategic Report Governance Financial Statements Appendix Information 65 Agreed inputs, such as cash balances and known Reporting on other information cash movements, into the going concern assessment The other information comprises all of the information and challenged the assumptions adopted by in the Annual Report other than the financial statements management on cash outflows and inflows during the and our auditors’ report thereon. The directors are 12 month period. responsible for the other information. Our opinion on the financial statements does not cover the other information Validated to supporting documentation the cash and, accordingly, we do not express an audit opinion receipts from the disposals of assets in the year and or, except to the extent otherwise explicitly stated in this the repayment of the RCF, which are the significant report, any form of assurance thereon. factors in management’s assessment that the prior year material uncertainty in relation to going concern In connection with our audit of the financial statements, is no longer present; our responsibility is to read the other information and, Obtained supporting evidence for events post the in doing so, consider whether the other information is balance sheet date that are relevant to the going materially inconsistent with the financial statements or our concern assessment, such as the settlement of the knowledge obtained in the audit, or otherwise appears to Verne earn out. be materially misstated. If we identify an apparent material Evaluated whether the directors’ conclusion, that inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a sufficient liquidity and covenant headroom existed material misstatement of the financial statements or a to continue trading operationally throughout the material misstatement of the other information. If, based going concern period under the base and severe but plausible scenarios, is appropriate; on the work we have performed, we conclude that there is a material misstatement of this other information, we Reviewed the disclosures provided relating to the are required to report that fact. We have nothing to report going concern basis of preparation and found that based on these responsibilities. these provided an explanation of the directors’ assessment that was consistent with the evidence we Corporate governance statement obtained. The Listing Rules require us to review the directors’ Based on the work we have performed, we have not statements in relation to going concern, longer-term identified any material uncertainties relating to events viability and that part of the corporate governance or conditions that, individually or collectively, may cast statement relating to the company’s compliance with significant doubt on the company’s ability to continue as a the provisions of the UK Corporate Governance Code going concern for a period of at least twelve months from specified for our review. Our additional responsibilities when the financial statements are authorised for issue. with respect to the corporate governance statement as other information are described in the Reporting on other In auditing the financial statements, we have concluded information section of this report. that the directors’ use of the going concern basis of accounting in the preparation of the financial statements Based on the work undertaken as part of our audit, we is appropriate. have concluded that each of the following elements of the corporate governance statement is materially consistent However, because not all future events or conditions can with the financial statements and our knowledge obtained be predicted, this conclusion is not a guarantee as to the during the audit, and we have nothing material to add or company’s ability to continue as a going concern. draw attention to in relation to: In relation to the directors’ reporting on how they have The directors’ confirmation that they have carried out applied the UK Corporate Governance Code, we have a robust assessment of the emerging and principal nothing material to add or draw attention to in relation to risks; the directors’ statement in the financial statements about The disclosures in the Annual Report that describe whether the directors considered it appropriate to adopt those principal risks, what procedures are in place the going concern basis of accounting. to identify emerging risks and an explanation of how Our responsibilities and the responsibilities of the directors these are being managed or mitigated; with respect to going concern are described in the relevant sections of this report.
66 Digital 9 Infrastructure plc | Annual Report & Accounts 2025 continued Independent Auditors’ Report The directors’ statement in the financial statements Responsibilities for the financial statements and the audit about whether they considered it appropriate to adopt the going concern basis of accounting in Responsibilities of the directors for the financial preparing them, and their identification of any material statements uncertainties to the company’s ability to continue to As explained more fully in the Statement of Directors’ do so over a period of at least 12 months from the responsibilities in respect of the financial statements, date of approval of the financial statements; the directors are responsible for the preparation of the The directors’ explanation as to their assessment of financial statements in accordance with the applicable the company’s prospects, the period this assessment framework and for being satisfied that they give a true covers and why the period is appropriate; and and fair view. The directors are also responsible for such internal control as they determine is necessary to enable The directors’ statement as to whether they have a the preparation of financial statements that are free from reasonable expectation that the company will be able material misstatement, whether due to fraud or error. to continue in operation and meet its liabilities as they fall due over the period of its assessment, including In preparing the financial statements, the directors any related disclosures drawing attention to any are responsible for assessing the company’s ability to necessary qualifications or assumptions. continue as a going concern, disclosing, as applicable, Our review of the directors’ statement regarding the matters related to going concern and using the going longer-term viability of the company was substantially concern basis of accounting unless the directors either less in scope than an audit and only consisted of intend to liquidate the company or to cease operations, or making inquiries and considering the directors’ process have no realistic alternative but to do so. supporting their statement; checking that the statement Auditors’ responsibilities for the audit of the financial is in alignment with the relevant provisions of the UK statements Corporate Governance Code; and considering whether the statement is consistent with the financial statements Our objectives are to obtain reasonable assurance about and our knowledge and understanding of the company whether the financial statements as a whole are free from and its environment obtained in the course of the audit. material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. In addition, based on the work undertaken as part of Reasonable assurance is a high level of assurance, but is our audit, we have concluded that each of the following not a guarantee that an audit conducted in accordance elements of the corporate governance statement is with ISAs (UK) will always detect a material misstatement materially consistent with the financial statements and our when it exists. Misstatements can arise from fraud or knowledge obtained during the audit: error and are considered material if, individually or in the aggregate, they could reasonably be expected to The directors’ statement that they consider the influence the economic decisions of users taken on the Annual Report, taken as a whole, is fair, balanced basis of these financial statements. and understandable, and provides the information necessary for the members to assess the company’s Irregularities, including fraud, are instances of non- position, performance, business model and strategy; compliance with laws and regulations. We design procedures in line with our responsibilities, outlined The section of the Annual Report that describes above, to detect material misstatements in respect the review of effectiveness of risk management and of irregularities, including fraud. The extent to which internal control systems; and our procedures are capable of detecting irregularities, The section of the Annual Report describing the work including fraud, is detailed below. of the Audit Committee. Based on our understanding of the company and We have nothing to report in respect of our responsibility industry, we identified that the principal risks of non- to report when the directors’ statement relating to the compliance with laws and regulations related to breaches company’s compliance with the Code does not properly of section 1158 of the Corporation Tax Act 2010, and disclose a departure from a relevant provision of the we considered the extent to which non-compliance Code specified under the Listing Rules for review by the might have a material effect on the financial statements. auditors. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies (Jersey) Law 1991. We evaluated management’s incentives and opportunities for fraudulent
Strategic Report Governance Financial Statements Appendix Information 67 A further description of our responsibilities for the audit manipulation of the financial statements (including the risk of override of controls), and determined that the of the financial statements is located on the FRC’s principal risks were related to posting inappropriate website at: www.frc.org.uk/auditorsresponsibilities. This journals, and management bias in accounting estimates description forms part of our auditors’ report. and judgements applied by management in the valuation Use of this report of investments held at fair value through profit or loss, This report, including the opinions, has been prepared as described in our key audit matter. Audit procedures for and only for the company’s members as a body in performed by the engagement team included: accordance with Article 113A of the Companies (Jersey) Discussions with management, and the Board, Law 1991 and for no other purpose. We do not, in giving including consideration of known or suspected these opinions, accept or assume responsibility for any instances of non-compliance with laws and other purpose or to any other person to whom this report regulations and fraud impacting the company; is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Reviewing relevant meeting minutes, including those of the Board of Directors, Risk Committee and the OTHER REQUIRED REPORTING Audit Committee; Companies (Jersey) Law 1991 exception reporting Designing audit procedures to incorporate Under the Article 113A of the Companies (Jersey) Law unpredictability around the nature, timing or extent of 1991 we are required to report to you if, in our opinion: our testing; we have not obtained all the information and Procedures relating to valuation of investments held explanations we require for our audit; or at fair value through profit or loss described in the proper accounting records have not been kept by the related key audit matter; company, or proper returns adequate for our audit have not been received from branches not visited by Identifying and testing a sample of journal entries us; or posted with unusual account combinations, words or amounts as well as a selection of year end manual the financial statements are not in agreement with the journals; and accounting records and returns. We have no exceptions to report arising from this Reviewing of financial statement disclosures to responsibility. underlying supporting documentation. There are inherent limitations in the audit procedures OTHER VOLUNTARY REPORTING described above. We are less likely to become aware of Directors’ remuneration instances of non-compliance with laws and regulations The company voluntarily prepares a Directors’ that are not closely related to events and transactions Remuneration Report in accordance with the provisions reflected in the financial statements. Also, the risk of not of the UK Companies Act 2006. The directors requested detecting a material misstatement due to fraud is higher that we audit the part of the Directors’ Remuneration than the risk of not detecting one resulting from error, as Report specified by the UK Companies Act 2006 to be fraud may involve deliberate concealment by, for example, audited as if the company were a UK quoted company. forgery or intentional misrepresentations, or through collusion. In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in Our audit testing might include testing complete accordance with the Companies Act 2006. populations of certain transactions and balances, possibly using data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their Kevin Rollo size or risk characteristics. In other cases, we will use for and on behalf of PricewaterhouseCoopers LLP audit sampling to enable us to draw a conclusion about Chartered Accountants and Recognized Auditor the population from which the sample is selected. London 14 April 2026
68Digital 9 Infrastructure plc | Annual Report & Accounts 2025 FINANCIAL STATEMENTS » Statement of Comprehensive Income For the year ended 31 December 2025 Year ended 31 December 2024 Year ended 31 December 2025 (Restated - see Note 25) Revenue Capital Total Revenue Capital Total Note £’000 £’000 £’000 £’000 £’000 £’000 Income Income from investments held at fair value 5 Losses on investments held at fair value 9 (212,913) (212,913) (270,082) (270,082) Other income 5 4,686 4,686 3,130 3,130 Total income/(loss) 4,686 (212,913) (208,227) 3,130 (270,082) (266,952) Expenses Investment management fees 6 (2,988) (2,988) (5,210) (1,736) (6,946) Other operating expenses 7 (2,097) (3,725) (5,822) (3,650) (3,650) Total operating expenses (5,085) (3,725) (8,810) (8,860) (1,736) (10,596) Loss on ordinary activities before taxation (399) (216,638) (217,037) (5,730) (271,818) (277,548) Taxation 8 Loss and total comprehensive expense attributable to shareholders (399) (216,638) (217,037) (5,730) (271,818) (277,548) Loss per Ordinary Share – basic and diluted (p) 22 (0.1p) (25.0p) (25.1p) (0.7p) (31.4p) (32.1p) The total column of this statement is the Statement of Comprehensive Income of Digital 9 Infrastructure Plc (“the Company”) prepared in accordance with International Financial Reporting Standards, as adopted by the European Union (“EU”). The supplementary revenue return and capital columns have been prepared in accordance with the Association of Investment Companies Statement of Recommended Practice (AIC SORP). All revenue and capital items in the above statement derive from continuing operations. The Company does not have any other income or expenses that are not included in the net loss for the year. The net loss for the year disclosed above represents the Company’s total comprehensive expense. This Statement of Comprehensive Income includes all recognised gains and losses. The accompanying notes below form part of these Financial Statements.
Strategic Report Governance Financial Statements Appendix Information 69Statement of Financial Position As at 31 December 2025 31 December 2025 31 December 2024 1 January 2024 (Restated - see Note 25) Note £’000 £’000 £’000 Non‑current assets Investments at fair value through profit or loss 9 80,768 286,181 564,562 Total non‑current assets 80,768 286,181 564,562 Current assets Trade and other receivables 10 6,182 3,251 1,471 Cash and cash equivalents 11 642 12,100 14,809 Total current assets 6,824 15,351 16,280 Total assets 87,592 301,532 580,842 Current liabilities Trade and other payables 12 (7,344) (4,247) (6,009) Total current liabilities (7,344) (4,247) (6,009) Total net assets 80,248 297,285 574,833 Equity attributable to equity holders Stated capital 13 793,286 793,286 793,286 Capital reserve (723,719) (507,081) (235,263) Revenue reserve 10,681 11,080 16,810 Total equity 80,248 297,285 574,833 Net asset value per Ordinary Share – basic and diluted 23 9.3p 34.4p 66.4p The Financial Statements set out on pages 68 to 92 were approved and authorised for issue by the Board on 14 April 2026 and signed on its behalf by: Eric Sanderson Chair 14 April 2026 The accompanying notes below form part of these Financial Statements.
70Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Statement of Changes in Equity For the year ended 31 December 2025 Capital Total reserve equity Stated (Restated - see Revenue (Restated - see capital Note 25) reserve Note 25) Note £’000 £’000 £’000 £’000 Balance as at 1 January 2024 (as originally stated) 793,286 (123,765) 16,810 686,331 Prior year adjustment (111,498) (111,498) Balance as at 1 January 2024 (restated) 793,286 (235,263) 16,810 574,833 Transactions with owners Loss and total comprehensive expense for the period (restated) (271,818) (5,730) (277,548) Balance as at 31 December 2024 793,286 (507,081) 11,080 297,285 Stated Capital Revenue Total capital reserve reserve equity Note £’000 £’000 £’000 £’000 Balance as at 1 January 2025 793,286 (507,081) 11,080 297,285 Transactions with owners Loss and total comprehensive expense for the period (216,638) (399) (217,037) Balance as at 31 December 2025 793,286 (723,719) 10,681 80,248 The accompanying notes below form part of these Financial Statements.
Strategic Report Governance Financial Statements Appendix Information 71Statement of Cash Flows For the year ended 31 December 2025 Year ended Year ended 31 December 2024 31 December 2025 (Restated - see Note 25) Note £’000 £’000 Cash flows from operating activities Loss on ordinary activities before taxation (217,037) (277,548) Adjustments for: Losses on investments held at fair value 9 212,913 270,082 Cash flows used in operations (4,124) (7,466) Cash flows from operating activities Increase in trade and other receivables 10 (2,931) (1,779) Decrease in trade and other payables 12 3,097 (1,762) Net cash outflow from operating activities (3,958) (11,007) Cash flows from investing activities Loans to subsidiaries (7,500) (5,300) Loans repayment from subsidiaries 13,598 Net cash flow (used in)/generated from investing activities (7,500) 8,298 Cash flows from financing activities Dividends paid 14 Net cash flow used in financing activities Net decrease in cash and cash equivalents (11,458) (2,709) Reconciliation of net cash flow to movements in cash and cash equivalents Cash and cash equivalents at the beginning of the year 12,100 14,809 Net decrease in cash and cash equivalents (11,458) (2,709) Cash and cash equivalents at the end of the year 11 642 12,100 The accompanying notes below form part of these Financial Statements.
72Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Notes to the Financial Statements For the year ended 31 December 2025 1. CORPORATE INFORMATION Digital 9 Infrastructure plc (the “Company” or “D9”) is a Jersey registered alternative investment fund, and it is regulated by the Jersey Financial Services Commission as a “listed fund” under the Collective Investment Funds (Jersey) Law 1988 (the “Funds Law”) and the Jersey Listed Fund Guide published by the Jersey Financial Services Commission. The Company is registered with number 133380 under the Companies (Jersey) Law 1991. The Company is domiciled in Jersey and the address of its registered office, which is also its principal place of business, is 26 New Street, St Helier, Jersey, JE2 3RA. The Company is tax domiciled in the United Kingdom. The Company was incorporated on 8 January 2021 and is a public company and the ultimate controlling party of the Group. The Company’s Ordinary Shares were admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange under the ticker DGI9 on 31 March 2021, following its IPO which raised gross proceeds of £300 million. A further £175 million was injected following the second equity raise on 10 June 2021 and a total of £155.2m injected following two further equity raises in 2022. It was admitted to the premium listing segment of the Official List of the Financial Conduct Authority and migrated to trading on the premium segment of the Main Market on 30 August 2022. The Company is listed on the closed-ended investment funds category of the FCA’s Official List and its Ordinary Shares are traded on the London Stock Exchange’s Main Market. Following the Strategic Review and shareholder vote in March 2024 for the Company to enter into a Managed Wind-Down, and which was reconfirmed by a Continuation Resolution in June 2025, the Company’s principal activity is to execute the Managed Wind-Down of the Company and realise all existing assets in the Company’s portfolio in an ordinary manner. These financial statements comprise only the results of the Company, as its investment in Digital 9 Holdco Limited (“D9 Holdco”) is measured at fair value through profit or loss. 2. BASIS OF PREPARATION These financial statements for the year ended 31 December 2025 have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union. Where presentational guidance set out in the AIC SORP is consistent with the requirements of IFRS as adopted by the EU, the Directors have sought to prepare the financial statements on a basis compliant with the recommendations of the AIC SORP. In particular, supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and capital nature has been presented alongside the total Statement of Comprehensive Income. The functional and reporting currency is sterling, reflecting the primary economic environment in which the Company operates. Transactions in foreign currencies are translated into sterling at the rates of exchange ruling on the date of the transaction. Foreign currency monetary assets and liabilities are translated into sterling at the rates of exchange ruling at the balance sheet date. The financial statements have been prepared on a historical cost basis, except for the following: Investments at fair value through profit or loss The accounting policies adopted are consistent with those of the previous financial year. The principal accounting policies to be adopted are set out below and will be consistently applied, subject to changes in accordance with any amendments in IFRS. IFRS 13 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). When measuring fair value, the Company takes into consideration the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date, including assumptions about risk. The Company accounts for its investment in its wholly-owned direct subsidiary D9 Holdco at fair value. The investment in D9 Holdco which will principally comprise working capital balances and investments in Digital Infrastructure Projects, are required to be included at fair value in the carrying value of investments. Consequently, the Company does not consolidate its subsidiaries or apply IFRS 3 business combinations when it obtains control of another entity as it is considered to be an investment entity under IFRS. Instead, the Company includes its investment in its subsidiary at fair value through profit or loss. The Company’s Investment Manager, and the Company’s Board are currently in the process of undertaking a Managed Wind-Down of the Company and realising all existing assets in the portfolio in an orderly manner. D9 Holdco is itself an investment entity. Consequently, the Company need not have an exit strategy for its investment in D9 Holdco.
Strategic Report Governance Financial Statements Appendix Information 73Notes to the Financial Statements For the year ended 31 December 2025 (a) Going Concern The Company’s business activities, together with the factors likely to affect its future development, performance and position, including its principal risks and uncertainties are set out in the Strategic Report starting on page 26. In addition, Notes 2 to 21 of the financial statements include: the Company’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk. Following the shareholder vote at the General Meeting in early 2024, the Company is now in a Managed Wind-Down. This strategy was re-confirmed by a Continuation Resolution that passed at the June 2025 AGM. The Managed Wind-Down is anticipated to take several years to complete due to the expected timing associated with the divestment of Arqiva. The targeted completion of this Managed Wind-Down is circa 36 months. As such, the audited Financial Statements for the year ended 31 December 2025 continue to be prepared on a going concern basis. In adopting the appropriateness of the going concern basis of preparation, the Directors considered the fact that the Company is in Managed Wind-Down, the successful recent disposal activity (EMIC-1, SeaEdge UK1 and Aqua Comms, plus the Verne Global earn- out which settled in April 2026, for combined net proceeds of £86.3 million) during the year, the strong performance of one of the two remaining assets, Elio, and the disposal plans and timelines for Arqiva, which Directors still reasonably expect to be disposed of within a two to three-year timeframe, even considering the ongoing Arqiva related disposal activity by minority shareholders. In addition, the Directors considered the significantly improved liquidity position of the Company compared with 31 December 2024, with the previously noted full repayment of the RCF in May 2025 primarily using disposal proceeds, and the receipt of Aqua Comms disposal proceeds in December 2025, ensuring sufficient cash, post any distribution to shareholders, is available to meet the future liquidity 1 requirements of the fund until it is wound up . Although the Company is not reliant on distributions from Elio Networks from a going concern perspective, it is able to benefit from distributable free cash generated by the business. This position is further supported by the recently announced debt facility, which enables Elio to deliver its buy-and-build M&A strategy without reliance on its current free cash flows. Post the balance sheet date, the Board and the Investment Manager agreed binding terms for an early £10 million settlement of the Verne Global earn-out with Ardian. The settlement reflects the Board’s assessment of the uncertainty inherent in the contractual earn-out mechanism, including its dependence on future operating performance and run-rate EBITDA targets for the financial year ending 31 December 2026. The year-end valuation of the earn-out reflects the terms of the settlement and provides a clear and certain crystallisation of value for shareholders. No further amounts are expected to be received in respect of the Verne Global earn-out. The Directors have considered the cashflow assumptions for a period of 12 months following the approval of the financial statements, including the reduced liquidity requirements following the previously noted full repayment of the RCF, the available distribution options from performing assets, as well as the available cash balance following recent disposals. The Directors have also considered a number of severe, but plausible downside scenarios to these cashflow assumptions and the potential mitigating actions the Company has at its disposal to address these scenarios where required. Given these considerations, the Directors believe that the Company and the Group have adequate resources to continue to operate for a period of at least twelve months from the date of approval of the financial statements and therefore the Directors believe that it continues to be appropriate to prepare the financial statements on a going concern basis. (b) Investment entities The Directors have concluded that in accordance with IFRS 10, the Company meets the definition of an investment entity, having evaluated against the criteria presented below that needs to be met. Under IFRS 10, investment entities are required to hold financial investments at fair value through profit or loss rather than consolidate them on a line-by-line basis. There are three key conditions to be met by the Company for it to meet the definition of an investment entity. For each reporting period, the Directors will continue to assess whether the Company continues to meet these conditions: It obtains funds from one or more investors for the purpose of providing these investors with professional investment management services; It commits to its investors that its business purpose is to invest its funds solely for returns (including having an exit strategy for investments) from capital appreciation, investment income or both; and It measures and evaluates the performance of substantially all its investments on a fair value basis. The Company satisfies the first criteria as it has multiple investors and has obtained funds from a diverse group of shareholders for the purpose of providing them with investment opportunities to invest in a large pool of digital infrastructure assets. 1 No provision has been made for the costs of winding up the Company as these will be charged to the Income Statement on an accruals basis as they are incurred or as the Company becomes obligated to make such payments in the future.
74Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Notes to the Financial Statements For the year ended 31 December 2025 In satisfying the second criteria, the notion of an investment timeframe is critical. An investment entity should not hold its investments indefinitely but should have an exit strategy for their realisation. The Company is now in a Managed Wind-Down with the intention to sell all its investments and return capital to investors. In March 2024 the Company sold 100% of its ownership in the Verne Global group of companies. Following the year-end, the Company also concluded an early settlement of the residual Verne Global earn-out, completing the Company’s economic exit from the investment. During 2025, the Company completed the disposals of EMIC-1, SeaEdge UK1 and Aqua Comms. In addition, the early cash settlement of the Verne Global earn-out was agreed, and which is due to settle by end of April 2026. The Company held just two investments, Elio Networks and Arqiva, at the end of the year. After repaying the RCF, excess disposal proceeds are to be returned to shareholders. This disposal activity demonstrates the exit strategy being realised. The Company satisfies the third criteria as it measures and evaluates the performance of all of its investments on a fair value basis which is the most relevant for investors in the Company. Management use fair value information as a primary measurement to evaluate the performance of all of the investments and in decision making. In assessing whether it meets the definition, the Company shall also consider whether it has the following typical characteristics of an investment entity: a) it has more than one investment; b) it has more than one investor; c) it has investors that are not related parties of the entity; and d) it has ownership interests in the form of equity or similar interests. The absence of any of these typical characteristics does not necessarily disqualify an entity from being classified as an investment entity. As D9 Holdco divests its investments it is inevitable it will have only one investment at some point. As the aim will be to sell that investment to generate returns for investors, this will not change the analysis as to whether the Company meets the definition of an investment entity. As per IFRS 10, a parent investment entity is required to consolidate subsidiaries that are not themselves investment entities and whose main purpose is to provide services relating to the entity’s investment activities. The Directors have assessed whether D9 Holdco satisfies those conditions set above by considering the characteristics of the whole Group structure, rather than individual entities. The Directors have concluded that the Company and D9 Holdco are formed in connection with each other for business structure purposes. When considered together, both entities display the typical characteristics of an investment entity. The Company entering into a Managed Wind-Down, a decision which was made and voted on by shareholders in March 2024, and reconfirmed in June 2025, and the changes in the Group structure following the sale of Verne Global, EMIC-1, SeaEdge and Aqua Comms, have not impacted management’s judgement and conclusion over the IFRS 10 investment entity application and the Company has applied the same accounting policies described. The Directors are therefore of the opinion that the Company meets the criteria and characteristics of an investment entity and therefore, subsidiaries are measured at fair value through profit or loss, in accordance with IFRS 13 “Fair Value Measurement”, IFRS 10 “Consolidated Financial Statements” and IFRS 9 “Financial Instruments”. (c) New and amended standards adopted by the Company A number of amended standards became applicable for the current reporting period. The Group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these amended standards. Management do not expect the new or amended standards will have a material impact on the Company’s financial statements. The most significant of these standards are set out below:
Strategic Report Governance Financial Statements Appendix Information 75Notes to the Financial Statements For the year ended 31 December 2025 New standards and amendments – applicable 1 January 2025 (a) Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates titled Lack of Exchangeability (the Company has adopted the amendments to IAS 21 for the first time in the current year. The amendments specify how to assess whether a currency is exchangeable, and how to determine the exchange rate when it is not.) FORTHCOMING REQUIREMENTS The following standards and interpretations had been issued but were not in effect for annual reporting periods ending on 31 December 2025. (a) Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Amendments to the Classification and Measurement of Financial Instruments (effective date 1 January 2026). (b) Annual Improvements to IFRS Accounting Standards – Volume 11: Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7, IFRS 9 Financial Instruments, IFRS 10 Consolidated Financial Statements, and IAS 7 Statement of Cash Flows (effective date 1 January 2026). (c) Amendments to IFRS 9 and IFRS 7: Contracts Referencing Nature-dependent Electricity (effective date 1 January 2026). (d) IFRS 18 Presentation and Disclosure in Financial Statements (effective date of 1 January 2027). (e) IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective date of 1 January 2027) The directors do not expect that the adoption of the standards listed above will have a material impact on the financial statements of the group in future periods, except if indicated below: IFRS 18 Presentation and Disclosure in Financial Statements (effective date of 1 January 2027). IFRS 18 introduces new requirement to: o present specified categories and defined subtotals in the statement of profit or loss o provide disclosures on management-defined performance measures (MPMs) in the notes to the financial statements o improve aggregation and disaggregation. The directors of the entity anticipate that the application of these amendments may have an impact on the group’s financial statements in future periods. IFRS 18 does not alter the measurement of financial performance, it significantly impacts how results are presented and structured, aiming to reduce the inconsistency in reported figures. 3. MATERIAL ACCOUNTING POLICIES (a) Financial Instruments Financial assets and financial liabilities are recognised on the Company’s Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument. Financial assets are to be derecognised when the contractual rights to the cash flows from the instrument expire or the asset is transferred, and the transfer qualifies for de-recognition in accordance with IFRS 9 “Financial Instruments”. The Company did not use any derivative financial instruments during the period. (i) Financial assets The Company’s investment in D9 Holdco comprises both equity and debt. The Company classifies its financial assets as either investments at fair value through profit or loss or financial assets at amortised cost (e.g. cash and cash equivalents and trade and other receivables). The classification depends on the purpose for which the financial assets are acquired. Management determines the classification of its financial assets at initial recognition. (ii) Investments at fair value through profit or loss At initial recognition, the Company measures its investments through its investment in D9 Holdco, at fair value through profit or loss and any transaction costs are expensed to the Statement of Comprehensive Income. The Company will subsequently continue to measure all investments at fair value and any changes in the fair value are to be recognised as unrealised gains or losses through profit or loss within the capital column of the Statement of Comprehensive Income.
76Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Notes to the Financial Statements For the year ended 31 December 2025 IFRS 13 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). When measuring fair value, the Company takes into consideration the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date, including assumptions about risk. (iii) Financial liabilities and equity Debt and equity instruments are measured at amortised cost and are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement. All financial liabilities are classified as at amortised cost. These liabilities are initially measured at fair value less transaction costs and subsequently using the effective interest method. (iv) Equity instruments The Company’s Ordinary Shares are classified as equity under stated capital and are not redeemable. Costs associated or directly attributable to the issue of new equity shares, including the costs incurred in relation to the Company’s IPO on 31 March 2021 and its subsequent equity raises, are recognised as a deduction in equity and are charged against stated capital. (b) Finance income Finance income is recognised using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset unless the assets subsequently became credit impaired. In the latter case, the effective interest rate is applied to the amortised cost of the financial asset. Finance income is recognised on an accruals basis. (c) Finance expenses Borrowing costs are recognised in the Statement of Comprehensive Income in the period to which they relate on an accruals basis. (d) Fair value estimation for investments at fair value The fair value of financial investments at fair value through profit or loss is based on the valuation models adjusted in accordance with the IPEV (International Private Equity and Venture Capital) valuation guidelines December 2022 to comply with IFRS 13. Where applicable, investments are also referenced and considered against the external market information. The Company records the fair value of D9 Holdco by calculating and aggregating the fair value of each of the individual investments in which the Company holds an indirect investment. The total change in the fair value of the investment in D9 Holdco is recorded through profit and loss within the capital column of the Statement of Comprehensive Income. (e) Cash and cash equivalents Cash and cash equivalents comprise cash balances and deposits held on call with banks. Deposits to be held with original maturities of greater than three months are included in other financial assets. Cash and cash equivalents are measured at amortised cost using the effective interest method and assessed for expected credit losses at each reporting date. There are no material expected credit losses as the bank institution has high credit ratings assigned by international credit rating agencies. (f) Trade and other receivables Trade and other receivables are measured at amortised cost using the effective interest method, less any impairment. They are included in current assets, except where maturities are greater than 12 months after the reporting date, in which case they are to be classified as non-current assets. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to the relevant asset’s carrying amount. Impairment provisions for all receivables are recognised based on a forward-looking expected credit loss model using the simplified approach. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, 12 month expected credit losses along with gross interest income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised.
Strategic Report Governance Financial Statements Appendix Information 77Notes to the Financial Statements For the year ended 31 December 2025 (g) Amortised costs Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/ (losses) together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the statement of profit or loss. (h) Trade and other payables Trade and other payables are classified as current liabilities if payment is due within one year or less from the end of the current accounting period. If not, they are presented as non-current liabilities. Trade and other payables are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method until settled. (i) Segmental reporting The Chief Operating Decision Maker (the “CODM”) being the Board of Directors, is of the opinion that the Company is engaged in a single segment of business, being investment in digital infrastructure projects. The internal financial information to be used by the CODM on a quarterly basis to allocate resources, assess performance and manage the Company will present the business as a single segment comprising the portfolio of investments in digital infrastructure assets. (j) Foreign currency transactions and balances Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the Statement of Comprehensive Income as a revenue or capital item depending on the income or expense to which they relate. All exchange differences recognised in income or expenses, except for those arising on financial instruments measured at fair value through profit or loss in accordance with IFRS 9, is on an aggregate net basis. The total amount of exchange differences recognised in income or expenses includes exchange differences recognised on subsequent settlement and re-translation to the closing rate on balances arising from foreign currency transactions. (k) Revenue recognition Gains and losses on fair value of investments in the Statement of Comprehensive Income will represent gains or losses that arise from the movement in the fair value of the Company’s investment in D9 Holdco. Investment income comprises dividend income received from the Company’s direct subsidiary, D9 Holdco. Interest income is recognised in the Statement of Comprehensive Income using the effective interest method. Other income is recognised to the extent that the economic benefits will flow to the Company and the income can be reliably measured. Income is measured as the fair value of consideration received or receivable, excluding discounts, rebates and value added tax. Other Income comprises fees charged to Investee Companies under a Management Services Agreement. Other Income is recognised 100% through revenue. Dividend income receivable on equity shares is recognised on the ex-dividend date. Dividend income on equity shares where no ex- dividend date is quoted is brought into account when the Company’s right to receive payment is established. (l) Dividends Dividends payable are recognised as distribution in the financial statements in the period in which they are paid or when the Company’s obligation to make payment has been established. (m) Expenses Expenses are accounted for on an accruals basis. Share issue costs of the Company directly attributable to the issue and listing of shares are charged to stated capital. The Company’s investment management fee, administration fees and all other expenses are charged through the Statement of Comprehensive Income. In order to better reflect the activities of an investment trust company and in accordance with guidance issued by the AIC SORP, supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and a capital nature has been presented alongside the Statement of Comprehensive Income.
78Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Notes to the Financial Statements For the year ended 31 December 2025 Expenses have been charged wholly to the revenue column of the Statement of Comprehensive Income, except as follows: expenses which are incidental to the acquisition or disposal of an investment are treated as capital; expenses are treated as capital where a connection with the maintenance or enhancement of the value of the investments can be demonstrated; and the investment management fee has been allocated 100% to revenue in 2025 (2024: 75% to revenue and 25% to capital) on the Statement of Comprehensive Income. The Board have decided to stop allocating indirect costs between capital and revenue as it is not a useful metric in a wind down scenario. (n) Acquisition costs and disposals In line with SORP, acquisition costs and disposals are expensed to the capital column of the Statement of Comprehensive Income as they are incurred for investments which are held at fair value through profit or loss. (o) Taxation The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on the taxable profit for the year. Taxable profit differs from net profit as reported in the Statement of Comprehensive Income because it excludes items of income or expenses that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company’s liability for current tax is calculated using tax rates that were applicable at the balance sheet date. Where expenses are allocated between the capital and revenue accounts, any tax relief in respect of expenses is allocated between capital and revenue returns on the marginal basis using the Company’s effective rate of corporation tax for the accounting period. Deferred taxation is recognised in respect of all temporary differences that have originated but not reversed at the financial reporting date, where transactions or events that result in an obligation to pay more taxation in the future or right to pay less taxation in the future have occurred at the financial reporting date. This is subject to deferred tax assets only being recognised if it is considered more likely than not that there will be suitable profits from which the future reversal of the temporary differences can be deducted. Deferred tax is measured on a non-discounted basis, at the average tax rates that are expected to apply in the periods in which the timing differences are expected to reverse based on tax rates and laws that have been enacted or substantively enacted by the balance sheet date. (p) Earnings per share The Company presents basic and diluted earnings per share (“EPS”). (i) Basic earnings per share Basic earnings per share is calculated by dividing: the profit attributable to owners of the Company, excluding any costs of servicing equity other than Ordinary Shares; by the weighted average number of Ordinary Shares outstanding during the financial year, adjusted for bonus elements in Ordinary Shares issued during the year and excluding treasury shares (ii) Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account: the after-income tax effect of interest and other financing costs associated with dilutive potential Ordinary Shares, and the weighted average number of additional Ordinary Shares that would have been outstanding assuming the conversion of all dilutive potential Ordinary Shares.
Strategic Report Governance Financial Statements Appendix Information 79Notes to the Financial Statements For the year ended 31 December 2025 4. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS In the application of the Company’s accounting policies, the Directors are required to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. It is possible that actual results may differ from these estimates. (a) Significant accounting judgements (i) Investment entity As discussed above in Note 2(b), the Company meets the definition of an investment entity as defined in IFRS 10 and therefore its subsidiary entities have not been consolidated in these financial statements. (b) Key sources of estimation uncertainty The estimates and underlying assumptions underpinning our investments are reviewed on an ongoing basis by both the Board and the Investment Manager. Revisions to any accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. (i) Fair value measurement of investments at fair value through profit or loss The Company owns 100% of D9 Holdco, which through its wholly-owned subsidiaries invests in Digital Infrastructure projects. The fair value of investments in digital infrastructure projects is calculated by discounting at an appropriate discount rate future cash flows expected to be generated by the trading subsidiary companies and received by D9 Holdco, through dividend income, equity redemptions and Shareholder loan repayments or restructurings and adjusted in accordance with the IPEV (International Private Equity and Venture Capital) valuation guidelines, where appropriate, to comply with IFRS 13 and IFRS 9. For December 2025 the Board received and challenged an independent report and opinion on the Investment Manager’s valuation from a third-party valuation expert on Arqiva and Elio Networks. Estimates such as the forecasted cash flows from investments form the basis of making judgements about the fair value of assets, which is not readily available from other sources. The discounted cash flows from earnings are forecasted over a period of up to 25 years followed by a terminal value based on a long-term growth rate or exit multiple. Discount rates are arrived at via a bottom-up analysis of the weighted average cost of capital, using both observable and unobservable inputs, and calculation of the appropriate beta based on comparable listed companies where appropriate, a sense-check to the DCF analysis is compared to market multiples.To do this, implied multiples from the DCF analysis are calculated and considered against the multiples available for reasonably comparable quoted companies and any relevant recent sector transactions. It should be noted that finding directly comparable companies to Arqiva and Elio Networks is challenging and as a result no directly comparable companies have been identified. Similarly, there have been few recent transactions with publicly available information where the target is directly comparable to the businesses. As a result, whilst the market multiples approach is a useful crosscheck to the DCF analysis, less reliance should be placed upon it. A broad range of assumptions are used in the Company’s valuation models, which are arrived at by reviewing and challenging the business plans of the Investee Companies with their management. The Investment Manager exercises its judgement and uses its experience in assessing the expected future cash flows from each investment and long-term growth rates. The impact of changes in the key drivers of the valuation are set out below. The following significant unobservable inputs were used in the model, cash flows, terminal value and discount rates. The key area where estimates are significant to the financial statements and have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year is in the valuation of the investment portfolio. The key risks to the portfolio are discussed in further detail in the Risk report. Arqiva and Elio Networks are valued on a discounted cash flow basis which requires assumptions to be made regarding future cash flows, terminal value and the discount rate to be applied to these cash flows. Where appropriate, relevant market transactions by other investors and transactions for comparable companies are also factored in. The discount rate applied to the cash flows in each investment portfolio company is a key source of estimation uncertainty. The acquisition discount rate is adjusted to reflect changes in company-specific risks to the deliverability of future cash flows and is calibrated against secondary market information and other available data points, including comparable transactions. The weighted average discount rate used in these valuations was 14.5%. The cash flows on which the discounted cash flow valuations are based are derived from detailed financial models. These incorporate a number of assumptions with respect to individual portfolio companies, including: forecast new business wins or new orders; cost- cutting initiatives; liquidity and timing of debtor payments; timing of non-committed capital expenditure and construction activity; the terms of future debt refinancing; and macroeconomic assumptions such as inflation and energy prices.
80Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Notes to the Financial Statements For the year ended 31 December 2025 The terminal value attributes a residual value to the portfolio company at the end of the projected discrete cash flow period based on market comparables. The valuation of each asset has significant estimation in relation to asset-specific items but there is also consideration given to the impact of wider megatrends such as the transition to a lower-carbon economy and climate change. We note that the December 2023 valuations has been reviewed by an independent third-party valuation expert as discussed in the Chair’s Statement. A prior year adjustment has been accounted for in the financial statements as at 31 December 2023. Please refer to the Prior Year Adjustment Review subsection in the Chair’s Statement and see Note 25 of these accounts for more information. 5. INCOME FROM INVESTMENTS HELD AT FAIR VALUE AND OTHER INCOME
Year ended 31 December 2025 Year ended 31 December 2024
£’000 £’000
UK dividends
Loan interest income 2,842 2,545
Other income 1,844 585
4,686 3,130
Dividends are under income from investments whist other Income comprises Management Services Fees charged to the Company’s subsidiaries.
6. INVESTMENT MANAGEMENT FEES
Year ended 31 December 2025 Year ended 31 December 2024
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Management fees 1 2,988 2,988 5,209 1,736 6,945
Total management fees 2,988 2,988 5,209 1,736 6,945
1 The 2025 management fee includes a £0.8 million release of a previously accrued management fee payable to Triple Point. Of the management fee recognised in 2024, £6.1 million related to Triple Point and £0.8 million related to InfraRed for the period from 11 October 2024 to 31 December 2024. In 2024, management fees were allocated between revenue and capital on a 75/25 basis. Following the change in the Company’s strategy to a Managed Wind-Down in 2025, the Board determined that this allocation was no longer appropriate and, accordingly, all management fees were allocated to revenue in 2025. The Company entered into an Investment Management Agreement (“IMA”) with Triple Point on 8 March 2021. The Company served notice to terminate this agreement in March 2024. Under the terms of the IMA, Triple Point was entitled to a management fee calculated by reference to adjusted Net Asset Value. As at 31 December 2025, the amount invoiced by Triple Point and accrued was £2.0 million (2024: £2.8 million), reflecting Triple Point’s calculation of fees due for the period from 1 July 2024 to 31 March 2025 following certain adjustments. The Board remains in dispute with Triple Point regarding these fees. On 11 October 2024, the Company entered into a new Investment Management Agreement with InfraRed (the “New IMA”), which became effective on 11 December 2024, at which point Triple Point’s role as AIFM terminated. For the period from 11 October 2024 to 11 December 2024, the Company entered into an interim support services agreement with InfraRed, under which fees were charged at the same annual rate as under the New IMA. InfraRed is responsible, subject to the overall supervision of the Board, for portfolio management and risk management in accordance with the Company’s Investment Objective and Policy and acts as the Company’s AIFM. The exercise of discretion by InfraRed under the New IMA is subject to the Board’s oversight and to specific approval requirements where conflicts of interest arise.
Strategic Report Governance Financial Statements Appendix Information 81Notes to the Financial Statements For the year ended 31 December 2025 From 11 December 2024, the Investment Manager was InfraRed, and they were entitled to receive an annual management fee on the following basis: 1. InfraRed will receive a fixed annual management fee of £3.75 million for 36 months from 11 December 2024 and a reduced management fee of £1.75 million per annum thereafter until the Group’s last asset is sold. 2. 10% of the annual management fee (net of applicable taxes) will be used to acquire shares in the capital of D9 in the secondary market within a reasonable timeframe following receipt of the management fee and unless it would be unlawful to do so. These shares will be subject to lock-in and orderly market provisions. 3. Following the sale of the final asset, a fee of £100,000 per month will be payable until the earlier of a) the Company being delisted, and b) 6 months from the date of completion of the sale of the final asset. 4. To appropriately align InfraRed with shareholder outcomes, InfraRed will also be entitled to receive a performance fee based on distributions made to shareholders in excess of £225 million. InfraRed will be entitled to a performance fee of 3.5% of any distributions above £225 million, when aggregate distributions are in excess of £225 million but less than £300 million, and 4.75% of any distributions above £300 million when aggregate distributions are in excess of £300 million. Any distributions to shareholders will be assessed against any third-party financing and accrued liabilities of the Company. InfraRed will also be entitled to receive certain fees in the event of the termination of its appointment in prescribed circumstances. Any performance fee payable to InfraRed will not exceed, in aggregate, £15 million. The total amount accrued and due to InfraRed at the year-end was £0.9 million (2024: £0.8 million). InfraRed’s appointment is terminable by either party by serving 6 month’s notice, with such notice not to expire earlier than 24 months from the 11 December 2024. InfraRed were paid a pro rata fee of their annual management fee under an interim support services agreement from 11 October 2024 to 10 December 2024. 7. OTHER OPERATING EXPENSES
Year ended 31 December 2025 Year ended 31 December 2024
£’000 £’000
Legal and professional fees 543 557
Auditors’ fees – audit services 1 547 377
Auditors’ fees – non-audit services 2 102
Directors’ fees 260 242
Administration and company secretarial fees 191 300
Strategic review costs 3 1,631
Other administrative expenses 556 441
Advisory costs 4 3,725
5,822 3,650
1 Excludes audit fees of the financial statements of subsidiaries totalling £224,438 (2024 - £467,000). £73,000 of current year fees relates to the prior year adjustment reflected in the 2025 Annual Report. 2 Fees for non-audit services relate to the review of interim financial statements. No such services were performed during 2025. 3 Strategic review costs relate to the Wind Down strategy of the Company and no such fees were incurred during 2025 after the strategy had been confirmed. Prior year strategic review costs were agreed by the previous Board and Investment Manager. 4 Success advisory fee (as agreed by the previous Board and Investment Manager) directly related to the completion of EMIC-1 and Aqua Comms disposals. All other disposal costs incurred have been accounted for within the subsidiary which held the relevant disposed of investment.
82Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Notes to the Financial Statements For the year ended 31 December 2025 8. TAXATION The Company is registered in Jersey, Channel Islands but resident in the United Kingdom for taxation. The standard rate of corporate income tax currently applicable to the Company is 25% (2024: 25%). The financial statements do not directly include the tax charges for the Company’s intermediate holding company, as D9 Holdco is held at fair value. D9 Holdco is subject to taxation in the United Kingdom. The tax charge for the period is less than the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below.
Year ended 31 December 2025 Year ended 31 December 2024 (Restated – see Note 25)
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Net loss before tax (399) (216,638) (217,037) (5,730) (271,818) (277,548)
Tax at UK corporation tax standard rate of 25% (2024: 25%) (100) (54,159) (54,259) (1,432) (67,955) (69,387)
Effects of:
Loss on financial assets not taxable 54,159 54,159 67,521 67,521
Exempt UK dividend income
Expenses not deductible for tax purposes
Excess of allowable expenses 100 100 1,432 434 1,866
Total tax charge
Investment companies which have been approved by HM Revenue & Customs under section 1158 of the Corporation Tax Act 2010 are exempt from tax on capital gains. The Directors are of the opinion that the Company has complied with the requirements for maintaining investment trust status for the purposes of section 1158 of the Corporation Tax Act 2010. The Company has not provided for deferred tax on any capital gains or losses arising on the revaluation of investments. The Company has unrelieved excess management expenses of £30 million (2024: £25 million). It is unlikely that the Company will generate sufficient taxable profits in the future to utilise these expenses and therefore no deferred tax asset has been recognised. The unrecognised deferred tax asset calculated using a tax rate of 25% amounts £7 million (2024: to £6 million).
9. INVESTMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS As set out in Note 2, the Company designates its interest in its wholly-owned direct subsidiary as a investment at fair value through profit or loss. Summary of the Company’s valuation:
Total
£’000
Year ending 31 December 2025:
Opening balance 1 January 2025 286,181
Equity investments addition in D9 Holdco
Debt investments addition in D9 Holdco 7,500
Change in fair value of investments (212,913)
As at 31 December 2025 80,768
Year ending 31 December 2024: Total (Restated – see Note 25)
Opening balance 1 January 2024 (restated) 564,562
Equity investments addition in D9 Holdco
Debt investments reduction in D9 Holdco (8,299)
Change in fair value of investments (restated) (270,082)
As at 31 December 2024 286,181
The Company views equity and debt instruments as one investment and measures the performance of these investments together. Therefore, the Company’s equity and debt investments are presented as investments at fair value through profit or loss in the Statement of Financial Position.
Strategic Report Governance Financial Statements Appendix Information 83Notes to the Financial Statements For the year ended 31 December 2025 Included in debt investments as at the year-end is a loan of £35.4 million (2024: £27.9 million) due from D9 Holdco upon which interest is charged at a rate of Sterling Overnight Index Average (SONIA) plus a 3.75% margin. Interest of £2.8 million (2024: £2.5 million) was charged during the year on the loan. The debt instrument is measured at fair value as at 31 December 2025. Breakdown of investments in D9 Holdco between equities and debts:
31 December 2025 31 December 2024
£’000 £’000
Equity investments 45,359 258,272
Debt investments 35,409 27,909
80,768 286,181
Valuation process The valuation process for the valuation at 31 December 2025 was conducted by InfraRed, overseen by the Board, and further supported by an independent review from a leading third-party valuation expert. InfraRed is responsible for preparing the valuation of the company’s investment portfolio for the Directors’ approval. These valuations are scrutinised by an independent third-party valuation expert at year-end. The valuation is carried out on a six-monthly basis as at 30 June and 31 December each year and is reported to shareholders in the Annual and Interim Reports. Valuation methodology The Company owns 100% of its subsidiary D9 Holdco. The Company meets the definition of an investment entity as described by IFRS 10, as such, the Company’s investment in D9 Holdco is valued at fair value. D9 Holdco’s cash, working capital balances and fair value of investments are included in calculating fair value of D9 Holdco. The Company acquired underlying investments in special purpose vehicles (“SPV”) through its investment in D9 Holdco. The Board has approved fair market valuations of Arqiva and Elio Networks at 31 December 2025, which were prepared by InfraRed and supported by an independent review by a leading professional firm of valuation experts. The Directors satisfied themselves as to the methodology used, the discount rates and key assumptions applied, and the valuations. All SPV investments are at fair value through profit or loss and are valued using the IFRS 13 framework for fair value measurement. The following economic assumptions were used in the valuation of the SPVs. The main Level 3 inputs used by the Group are derived and evaluated as follows: The appropriate discount rate is determined is based on the Investment Manager’s knowledge of the market, considering intelligence gained from its bidding activities, discussions with financial advisers in the appropriate market and publicly available information on relevant transactions. The bottom-up analysis of the discount rate and the appropriate beta is based on comparable listed companies. Investments are valued using a discounted cash flow approach, being valued on a Free Cash Flow to Equity (“FCFE”) basis. The portfolio weighted average discount rate for investments valued under the FCFE discounted cash flows approach was 14.5%. Expected cash inflows are estimated based on terms of the contracts and the Company’s knowledge of the business and how the current economic environment is likely to impact it taking into consideration of growth rate factors. Future Foreign exchange rates of GBP against EUR. Fair value measurements As set out above, the Company accounts for its interest in its wholly owned direct subsidiary as a financial asset at fair value through profit or loss. IFRS 13 requires disclosure of fair value measurement by level. The level of fair value hierarchy within the financial assets or financial liabilities is determined on the basis of the lowest level input that is significant to the fair value measurement. Financial assets and financial liabilities are classified in their entirety into only one of the following three levels: Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 – inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e., as prices) or indirectly (i.e. derived from prices); and Level 3 – inputs for assets or liabilities that are not based on observable market data (unobservable inputs).
84Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Notes to the Financial Statements For the year ended 31 December 2025 The following table presents the Company’s financial assets and financial liabilities measured and recognised at fair value at 31 December 2025 and 31 December 2024:
Total Quoted prices in active markets (Level 1) Significant observable inputs (Level 2) Significant unobservable inputs (Level 3)
Date of valuation £’000 £’000 £’000 £’000
Assets measured at fair value:
Equity investment in D9 Holdco 31 December 2025 45,359 45,359
Debt investment in D9 Holdco 31 December 2025 35,409 35,409
Assets measured at fair value:
Equity investment in D9 Holdco 31 December 2024 258,272 258,272
Debt investment in D9 Holdco 31 December 2024 27,909 27,909
There have been no transfers between Level 1 and Level 2 during the period, nor have there been any transfers between Level 2 and Level 3 during the year. The Company’s investments are reported as Level 3 in accordance with IFRS 13 where external inputs are “unobservable” and value is the Directors’ best estimate, based upon advice from relevant knowledgeable experts. Fair value measurements using significant unobservable inputs (Level 3) As set out within the significant accounting estimates and judgements in Note 3(d), the valuation of the Company’s financial asset is an estimation uncertainty. The sensitivity analysis was performed based on the current capital structure and expected performance of the Company’s investment in D9 Holdco. For each of the sensitivities, it is assumed that potential changes occur independently of each other with no effect on any other base case assumption, and that the number of investments in the SPVs remains static throughout the modelled life. The following table summarises the quantitative information about the significant unobservable inputs used in Level 3 fair value measurement and the changes to the fair value of the financial asset if these inputs change upwards or downwards by 1.00% for long-term inflation and 1% for discount rate:
Valuation if rate increases Movement in valuation Valuation if rate decreases Movement in valuation
Unobservable inputs £’000 £’000 £’000 £’000
Inflation (+/- by 1%) 38,378 1,192 36,019 (1,164)
Discount rates (+/- by 1%) 35,996 (1,186) 38,429 1,246
The movement in valuation column is the movement in the value of D9 Holdco which is held on the Company’s balance sheet.
10. TRADE AND OTHER RECEIVABLES
31 December 2025 31 December 2024
£’000 £’000
Amounts due from subsidiary undertakings 6,070 3,170
Other receivables 112 81
6,182 3,251
The Directors consider that the carrying value of trade and other receivables approximate their fair value.
11. CASH AND CASH EQUIVALENTS
31 December 2025 31 December 2024
£’000 £’000
Cash at bank 642 12,100
642 12,100
The Directors consider that the carrying value of cash and cash equivalents approximate their fair value.
Strategic Report Governance Financial Statements Appendix Information 85Notes to the Financial Statements For the year ended 31 December 2025 12. TRADE AND OTHER PAYABLES
31 December 2025 31 December 2024
£’000 £’000
Trade payables 1,218 93
Accruals 6,126 4,154
7,344 4,247
The Directors consider that the carrying value of trade and other payables approximates their fair value. All amounts are unsecured and due for payment within one year from the reporting date. £2.0 million (2024: £2.8 million) of the above accruals figure relates to fees payable to the Triple Point Investment Management in respect of management fees. The Board remains in dispute with Triple Point regarding these fees. £0.9 million relates to management fees for InfraRed (2024: £0.8 million).
13. STATED CAPITAL Ordinary shares of no par value
31 December 2024
Allotted, issued and fully paid: No of shares £’000
As at 1 January 2024 865,174,954 793,286
Ordinary Shares at 31 December 2024 865,174,954 793,286
Dividends paid (Note 14) -
Stated capital at 31 December 2024 793,286
31 December 2025
Allotted, issued and fully paid: No of shares £’000
As at 1 January 2025 865,174,954 793,286
Ordinary Shares at 31 December 2025 865,174,954 793,286
Dividends paid (Note 14)
Stated capital at 31 December 2025 793,286
Shareholders are entitled to all dividends paid by the Company and, on a winding up, provided the Company has satisfied all its liabilities, the shareholders are entitled to all of the residual assets of the Company.
14. DIVIDENDS PAID There were £Nil dividends paid in the year to 31 December 2025 (31 December 2024: £Nil).
86Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Notes to the Financial Statements For the year ended 31 December 2025 15. SUBSIDIARIES At the reporting date, the Company had one wholly-owned subsidiary, being its 100% investment in Digital 9 Holdco Limited. The following table shows subsidiaries of the Company. As the Company is regarded as an Investment Entity as referred to in Note 2, these subsidiaries have not been consolidated in the preparation of the financial statements.
Name Place of business % Interest Principal activity Registered office
Digital 9 Holdco Limited UK 100% Holding company The Scalpel, 52 Lime Street, London EC3M 7AF
The following companies are held by D9 Holdco Limited and its underlying subsidiaries:
Digital 9 DC Limited UK 100% Intermediate holding company The Scalpel, 52 Lime Street, London EC3M 7AF
Digital 9 Fibre Limited UK 100% Intermediate holding company The Scalpel, 52 Lime Street, London EC3M 7AF
Digital 9 Wireless Limited UK 100% Intermediate holding company The Scalpel, 52 Lime Street, London EC3M 7AF
Digital 9 Subsea Holdco Limited UK 100% Intermediate holding company The Scalpel, 52 Lime Street, London EC3M 7AF
Digital 9 Subsea Limited1 UK 100% Subsea fibre optic network The Scalpel, 52 Lime Street, London EC3M 7AF
D9 DC Opco 2 Limited2 UK 100% Intermediate holding company The Scalpel, 52 Lime Street, London EC3M 7AF
D9 Wireless Opco 1 Limited 2 UK 100% Intermediate holding company The Scalpel, 52 Lime Street, London EC3M 7AF
D9 Wireless Midco 1 Limited2 UK 100% Intermediate holding company The Scalpel, 52 Lime Street, London EC3M 7AF
D9 Wireless Opco 2 Limited3 UK 100% Intermediate holding company The Scalpel, 52 Lime Street, London EC3M 7AF
Aqua Comms Ireland 2 Limited4 Ireland 100% Intermediate holding company The Exchange Building, Foster Place, Dublin 2, D02 E796
Aqua Comms MED Limited Ireland 100% Intermediate holding company The Exchange Building, Foster Place, Dublin 2, D02 E796
Openbyte Infrastructure Private Limited India 100% Intermediate holding company E44/11 Okhla Industrail State Phase 2, New Delhi, 110020
Leeson Telecom Limited6 Ireland 100% Enterprise broadband 6-9 Trinity St, Dublin, D02 EY47, Ireland
Leeson Telecom One Limited6 Ireland 100% Enterprise broadband 6-9 Trinity St, Dublin, D02 EY47, Ireland
Leeson Telecom Holdings Limited5 Ireland 100% Enterprise broadband 6-9 Trinity St, Dublin, D02 EY47, Ireland
W R Computer Network Limited5 Ireland 100% Enterprise broadband 6-9 Trinity St, Dublin, D02 EY47, Ireland
Arqiva Group Limited6 UK 48.02% Holding company Crawley Court, Winchester, Hampshire SO21 2QA
1 Held by Digital 9 Subsea Holdco limited 2 Held by Digital 9 Wireless Limited 3 Held by D9 Wireless Midco 1 Limited 4 Held by Digital 9 Subsea Limited 5 Held by Leeson Telecom Limited 6 Held by D9 Wireless Opco 1 Limited The Investee Companies above are restricted in transferring cash to the Company due to the need to fulfil their capex and operational cash requirements first. The Company is committed to fund capex totalling £nil (2024: £7.4 million) for Aqua Comms Ireland 2 Limited in respect of EMIC-1 project, having sold the investment during the year.
Strategic Report Governance Financial Statements Appendix Information 87Notes to the Financial Statements For the year ended 31 December 2025 16. TRANSACTIONS WITH THE INVESTMENT ADVISERS AND RELATED PARTY DISCLOSURE Directors Directors are remunerated for their services at such rate as the Directors shall from time to time determine. The current Directors (Philip Braun, Robert Burrow and Andrew Zychowski) are each paid an annual fee of £50,000, this increased to £52,500 from 1 July 2025. The Chair of the Audit Committee also receives an additional £7,500 fee per annum from 1 July 2025. The Chair of the Company (Eric Sanderson) is entitled to receive an annual fee of £100,000, which increased to £105,000 from 1 July 2025. Directors are entitled to recover all reasonable expenses properly incurred in connection with performing their duties as a Director.
Director Number of Ordinary Shares held 1 Dividends received 31 December 2025 1 Dividends received 31 December 2024
Eric Sanderson 400,000
Robert Burrow 2 1,350,000
Philip Braun 384,596
Andrew Zychowski3 3,080,000
1 Dividends disclosed for the period from the date of appointment and up to the date of resignation. 2 Robert Burrow’s persons closely associated hold 1,350,000 shares in the Company. 3 Andrew Zychowski and persons closely associated to him together hold 3,080,000 shares in the Company. In addition, other family members of Andrew Zychowski hold 603,000 shares in the Company. Transaction with subsidiary undertakings During the period, the Company received dividend income of £Nil (2024: £Nil) from Digital 9 Holdco Limited. As per Note 18, the Company, through its subsidiary undertakings has capital expenditure commitments totalling £Nil (2024: £7.4 million). Loan to subsidiary undertaking As at the year-end, the Company had provided a total loan of £35.4 million (2024: £27.9 million) to Digital 9 Holdco Limited. The total loan outstanding at the year-end was £35.4 million (2024: £27.9 million). This was used to assist the underlying Investee Companies with their capital expenditure requirements. Interest of £2.8 million (2024: £2.5 million) was charged on the loan during the year. Amounts due from subsidiary undertakings Included within Note 10 is an amount due from subsidiary undertakings:
31 December 2025 31 December 2024
Subsidiary undertakings: £’000 £’000
Aqua Comms DAC - 121
D9 Wireless Opco 1 Limited 32 32
D9 Wireless Opco 2 Limited 194 194
Digital 9 SeaEdge Limited - 10
Digital 9 Subsea Limited 4 23
Digital 9 Holdco Limited 5,840 2,790
6,070 3,170
17. EVENTS AFTER THE REPORTING PERIOD On 10 April 2026, Elio signed a new debt facility with Allied Irish Banks comprising €15 million of committed debt and a further €15 million of uncommitted accordion debt. The £10 million Verne Global earn-out early cash settlement was received on 10 April 2026. On 12 March 2026, shareholders of the Company approved a return of surplus disposal proceeds shareholders through the compulsory redemption mechanism. Final details of the redemption are due to be publicly announced on 15 April 2025, and is expected to take place by the end of April 2026.
88Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Notes to the Financial Statements For the year ended 31 December 2025 18. COMMITMENTS AND CONTINGENT LIABILITIES The Company has a £1 million future commitment to J.P. Morgan Cazenove for Defence Services, payable upon the Company Wind- Down being substantially complete (being the disposal of Aqua Comms, Verne Global and Arqiva), or, if earlier, upon completion of a transaction that materially affects the Company, including a takeover or sale of the Company. 19. FINANCIAL RISK MANAGEMENT The Company is exposed to market risk, interest rate risk, credit risk and liquidity risk in the current and future periods. The Board oversees the management of these risks. The Board’s policies for managing each of these risks are summarised below. Market Risk The Company’s activities are exposed to a potential reduction in demand for internet, data centre or cell network service and competition for assets and services. In addition, Arqiva’s cashflows are dependent upon regulatory factors such as the likely scenarios for the future of Digital Terrestrial Television (“DTT”) and the renewal of the BBC charter. The Company’s exposure to market risks in data centres has been reduced following the sale of Verne in 2024 and the divestments of Aqua Comms and EMIC-1 in the year have also reduced the risk associated with a reduction in demand for internet traffic. Some factors that could impact the volume of demand or the ability to provide competitive pricing includes: continued development and expansion of the internet as a secure communications medium and marketplace for the distribution and consumption of data and video continued growth in cloud hosted services as a delivery platform ongoing growth in demand for access to high-capacity broadband continued focus on technologies, assets and services which can offer competitive pricing and high-quality reliable services continued partnership with suppliers to maintain and provide the most cost-effective access Variations in any of the above factors can affect the valuation of assets held by the Company and as a result impact the financial performance of the Company. Market risk arising from foreign currency risk Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument translated into GBP will fluctuate because of changes in foreign exchange rates. The Company, being Digital 9 Infrastructure PLC does not hold any cash balances in different currencies, however its subsidiaries do as detailed below. As a result, the Company is exposed to changes in fair value in its investments, as a result of foreign currency changes. The below tables present the Company’s exposure to currency risk through its subsidiaries with foreign currency cash balances. The Group had the following foreign currency and their GBP equivalent balances at the end of the reporting period:
USD EUR
$’000 €’000
Investments at fair value 1 5,094 42,661
1 Investments at fair value includes cash non-UK cash subsidiary. The Company is primarily exposed to changes in the EUR/GBP exchange rate on its investment in Leeson Telecom (Elio Networks). Following the completion of the sales of the Aqua Comms and EMIC-1, the exposure to changes in currencies is reduced. The sensitivity of profit or loss to changes in the exchange rates arises mainly on the fair value of investment. To demonstrate the impact of foreign currency risk (in GBP), a 10% increase / decrease in USD/GBP and EUR/GBP rates are measured as this is in line with the relevant change in the rate during the last six months. The sensitivity is performed on the carrying value of investments on the balance sheet at year-end.
Impact on post tax profit Impact on other components of equity
£’000 £’000
USD/GBP and EUR/GBP exchange rates – increase by 10% (8,403) (8,403)
USD/GBP and EUR/GBP exchange rates – decrease by 10% 8,403 8,403
The above figures represent impacts of changes in the EUR/GBP exchange rates. The Company’s exposure to other foreign exchange movements is not material.
Strategic Report Governance Financial Statements Appendix Information 89Notes to the Financial Statements For the year ended 31 December 2025 Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s interest rate risk on interest bearing financial assets is limited to interest earned on cash deposit. Exposure to interest rate risk on the liquidity funds is immaterial to the Company. Credit risk Credit risk is the risk that a counterparty of the Company will be unable or unwilling to meet a commitment that it has entered into with the Company. It is a key part of the pre-investment due diligence. The credit standing of the companies which we intend to lend or invest is reviewed, and the risk of default estimated for each significant counterparty position. Monitoring is ongoing and period end positions are reported to the Board. Credit risk arises on the debt investments held at fair value through profit or loss, this includes loan provided to Digital 9 Holdco Limited. The Company’s debt investments at fair value through profit or loss is considered to have low credit risk, and management have not recognised any loss allowance during the year. Credit risk also arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions. The Company and its subsidiaries may mitigate their risk on cash investments and derivative transactions by only transacting with major international financial institutions with high credit ratings assigned by international credit rating agencies. The Company’s cash and cash equivalents are all deposited with Barclays Bank plc which has a Fitch rating of A+. The Company had no derivatives during the period. The carrying value of the investments, trade and other receivables and cash represent the Company’s maximum exposure to credit risk. Liquidity risk Liquidity risk is the risk that the Company may not be able to meet its financial obligations as they fall due. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. The Investment Manager and the Board continuously monitor forecast and actual cash flows from operating, financing, and investing activities to consider payment of dividends, repayment of trade and other payables or funding further investing activities. The Company ensures it maintains adequate reserves and will put in place banking facilities and it will continuously monitor forecast and actual cash flows to seek to match the maturity profiles of financial assets and liabilities. Further analysis on the Company’s liquidity is included within the Basis of Preparation - Going Concern assessment.
Total 1‑3 months 3‑12 months 1‑2 years 2‑5 years More than 5 years
31 December 2025 £’000 £’000 £’000 £’000 £’000 £’000
Trade payables 1,218 1,218
Accruals 6,126 6,126
7,344 1,218 6,126
Total 1-3 months 3-12 months 1-2 years 2-5 years More than 5 years
31 December 2024 £’000 £’000 £’000 £’000 £’000 £’000
Trade payables 93 93
Accruals 4,154 4,154
4,247 93 4,154
90Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Notes to the Financial Statements For the year ended 31 December 2025 20. FINANCIAL INSTRUMENTS
Cash at bank balances at amortised cost Financial assets at amortised cost Financial liabilities at amortised cost Financial assets at fair value through profit or loss Total value
£’000 £’000 £’000 £’000 £’000
31 December 2025
Non‑current assets:
Equity investments held at fair value through profit or loss - - - 45,359 45,359
Debt investment held at fair value through profit or loss - - - 35,409 35,409
Current assets:
Trade and other receivables - 6,182 - - 6,182
Cash and cash equivalents 642 - - - 642
Total assets 642 6,182 80,768 87,592
Current liabilities:
Trade and other payables - - (7,344) - (7,344)
Total liabilities (7,344) (7,344)
Net assets 642 6,182 (7,344) 80,768 80,248
31 December 2024
Non‑current assets:
Equity investments held at fair value through profit or loss - - - 258,272 258,272
Debt investment held at fair value through profit or loss - - - 27,909 27,909
Current assets:
Trade and other receivables - 3,251 - - 3,251
Cash and cash equivalents 12,100 - - - 12,100
Total assets 12,100 3,251 286,181 301,532
Current liabilities:
Trade and other payables - - (4,247) - (4,247)
Total liabilities - - (4,247) - (4,247)
Net assets 12,100 3,251 (4,247) 286,181 297,285
21. CAPITAL MANAGEMENT The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to minimise the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.
Strategic Report Governance Financial Statements Appendix Information 91Notes to the Financial Statements For the year ended 31 December 2025 22. EARNINGS PER SHARE Earnings per share (“EPS”) amounts are calculated by dividing the profit or loss for the period attributable to ordinary equity holders of the Company by the weighted average number of Ordinary Shares in issue during the period. As there are no dilutive instruments outstanding, both basic and diluted earnings per share are the same. The calculation of basic and diluted earnings per share is based on the following:
Year ended 31 December 2025
Revenue Capital Total
Calculation of Basic Earnings per share
Net loss attributable to ordinary shareholders (£’000) (399) (216,638) (217,037)
Weighted average number of Ordinary Shares 865,174,954 865,174,954 865,174,954
Loss per share – basic and diluted (0.1p) (25.0p) (25.1p)
There is no difference between basic or diluted Loss per Ordinary Share as there are no convertible securities. There is no difference between the weighted average Ordinary or diluted number of Shares.
Year ended 31 December 2024
Revenue Capital (Restated ‑ see Note 25) Total (Restated ‑ see Note 25)
Calculation of Basic Earnings per share
Net loss attributable to ordinary shareholders (£’000) (5,730) (271,818) (277,548)
Weighted average number of Ordinary Shares 865,174,954 865,174,954 865,174,954
Earnings per share – basic and diluted (0.7p) (31.4p) (32.1p)
There is no difference between basic or diluted Loss per Ordinary Share as there are no convertible securities. There is no difference between the weighted average Ordinary or diluted number of Shares.
23. NET ASSET VALUE PER SHARE Net Asset Value per share is calculated by dividing net assets in the Statement of Financial Position attributable to Ordinary equity holders of the parent by the number of Ordinary Shares outstanding at the end of the period. Although there are no dilutive instruments outstanding, both basic and diluted NAV per share are disclosed below. Net asset values have been calculated as follows:
31 December 2025 31 December 2024
Net assets at end of period (£’000) 80,248 297,285
Number of shares in issue at end of period 865,174,954 865,174,954
IFRS NAV per share – basic and dilutive 9.3p 34.4p
24.ULTIMATE CONTROLLING PARTY In the opinion of the Board, on the basis of the shareholdings advised to them, the Company has no ultimate controlling party.
9292Digital 9 Infrastructure plc Digital 9 Infrastructure plc | | Annual Report & Accounts 2025 Annual Report & Accounts 2025 continued Notes to the Financial Statements For the year ended 31 December 2025 25. PRIOR YEAR ADJUSTMENT Due to material downward revaluations observed in both the June 2024 and December 2024 investment valuations in the D9 portfolio, and following the completion of an independent third-party expert review commissioned by the D9 Board, a prior year adjustment has been recognised relevant for the financial statements as at 31 December 2023. The scope of the review covered underlying assets representing approximately £270 million (40%) of the fair value of investments held at that date. This decision was driven by the fact that neither the current Board nor the Investment Manager were involved in the original valuation process relating to the 31 December 2023 Annual Report. The independent review identified material errors in the 31 December 2023 valuation, specifically an overstatement in the valuation of Aqua Comms and an omission in respect of a provision for additional VLN to potentially be issued under the Arqiva SPA, related to the restoration of the Bilsdale site, resulting in an overstatement of the Investments at fair value through profit and loss of £111.5 million. This has been recognised in the current year financial statements as a reduction in the opening Reserves in the Statement of Changes in Equity. The impact on the 31 December 2023 financial statements would have been as follows:
31 December 2023 As originally stated Prior year 31 December 2023 adjustment Restated
Statement of Financial Position £000 £000 £000
Investments at fair value through profit and loss 676,060 (111,498) 564,562
Total assets 692,340 (111,498) 580,842
Net assets 686,331 (111,498) 574,833
Retained earnings (123,765) (111,498) (235,263)
Total Equity 686,331 (111,498) 574,833
31 December 2023 As originally stated Prior year 31 December 2023 adjustment Restated
Statement of Financial Position pence pence pence
Net asset value per Ordinary Share – basic and diluted 79.3 (12.9) 66.4
Year ended 31 December 2024 As originally stated Prior year adjustment Year ended 31 December 2024 Restated
Statement of Comprehensive Income £0001 £000 £000
Capital: (381,580) Capital: 111,498 Capital: (270,082)
Loss on investments held at fair value (capital) Total: (381,580) Total: 111,498 Total: (270,082)
Capital: (381,580) Capital: 111,498 Capital: (270,082)
Total income/(loss) Total: (378,450) Total: 111,498 Total: (266,952)
Capital: (383,316) Capital: 111,498 Capital: (271,818)
Loss on ordinary activities before taxation Total: (389,046) Total: 111,498 Total: (277,548)
Capital: (383,316) Capital: 111,498 Capital: (271,818)
Loss/(profit) and total comprehensive expense attributable to shareholders Total: (389,046) Total: 111,498 Total: (277,548)
Year ended 31 December 2024 As originally stated Prior year adjustment Year ended 31 December 2024 Restated
Statement of Comprehensive Income pence 1 pence pence
Capital: (44.3) Capital: 12.9 Capital: (31.4)
Loss/(profit) per Ordinary Share – basic and diluted (pence) Total: (45.0) Total: 12.9 Total: (32.1)
Year ended 31 December 2024 As originally stated Prior year adjustment Year ended 31 December 2024 Restated
Statement of Changes in Equity £000 £000 £000
Capital reserves: Capital reserves: Capital reserves:
(123,765) (111,498) (235,263)
Balance as at 1 January 2024 Total: 686,331 Total: (111,498) Total: 574,833
Capital reserves: Capital reserves: Capital reserves:
(383,316) Total: 111,498 (271,818)Total:
Loss and total comprehensive expense for the period (389,046) Total: 111,498 (277,548)
Year ended 31 December 2024 As originally stated Prior year adjustment Year ended 31 December 2024 Restated
Statement of Cash Flow £000 1 £000 £000
Loss on ordinary activities before taxation (389,046) 111,498 (277,548)
Loss on investment held at fair value (381,580) 111,498 (270,082)
1 The prior year adjustment is all capital reserves related, being unrealised movement on investments. Refer to Note 2 for accounting treatment.
Strategic Report Governance Financial Statements Appendix Information Information 93Unaudited Alternative Performance Measures 1. ONGOING CHARGES RATIO 31 December 2024 31 December 2025 (restated) £’000 £’000 Management fee 2,988 6,946 Other operating expenses 1,595 2,019 Total management fee and other operating expenses (a) 4,583 8,965 1 Average undiluted net assets (b) 188,766 436,059 Ongoing charges ratio % (c = a/b) (c) 2.4% 2.1% 1 Average undiluted net assets is calculated as the average of net assets of 31 December 2024 and 31 December 2025 for 2025 and 31 December 2023 (restated) and 31 December 2024 for 2024. 2. TOTAL RETURN 31 December 2024 31 December 2025 (Restated – see Note 25) Closing NAV per share (pence) 9.3p 34.4p Add back dividends paid in year (pence) Adjusted closing NAV (pence) 9.3p 34.4p Adjusted NAV per share as at the year-end less adjusted NAV per share at 31 December 2024 (31 December 2023) (pence) (a) (9.3p-34.4p) (34.4p-66.4p) Adjusted NAV per share at 31 December 2024 (31 December 2023) (pence) (b) 34.4p 66.4p Total return % (c = a/b) (c) (73.0%) (48.2%) 3. MARKET CAPITALISATION 31 December 2025 31 December 2024 Closing share price at year-end (pence) (a) 5.9p 18.9p Number of shares in issue at year-end (b) 865,174,954 865,174,954 Market capitalisation (c) = (a) x (b) (c) £51,045,322 £163,518,066 4. TOTAL SHAREHOLDER RETURN A measure of the return based upon share price movements over the period and assuming reinvestment of dividends. 31 December 2025 31 December 2024 Closing share price (pence) 5.9p 18.9p Add back effect of dividend reinvestment (pence) Adjusted closing share price (pence) (a) 5.9p 18.9p Opening share price at beginning of the year (pence) (b) 18.9p 29.8p Total shareholder return (c = (a-b)/b) (c) (68.8%) (36.6%) 5. INVESTEE COMPANY FINANCIAL INFORMATION FOR THE YEAR ENDING 31 DECEMBER 2025 12 months to 12 months to Financial Period 31 December 2025 31 December 2024 Revenue £732.3 million £696.2 million % growth year on year 5% (5)% EBITDA £316.8 million £333.1 million % growth year on year (5)% 0% % margin 43% 48% Cash Flow from Operations £289.5 million £307.0 million Capital Expenditure (“Capex”) £62.4 million £110.4 million
94Digital 9 Infrastructure plc | Annual Report & Accounts 2025 continued Unaudited Alternative Performance Measures 6. DIGITAL 9 HOLDCO REVOLVING CREDIT FACILITY Following the full repayment and cancellation of the facility during the year, there is no amount outstanding as at 31 December 2025. 7. LIQUIDITY The Group cash position comprised of the following at 31 December 2025: Total Group Cash at 31 December 2025 £’000 D9 PLC Unrestricted Cash Balance 642 Subsidiary Cash Balances 38,686 Total Group Cash 39,328 Restricted Cash RCF Interest Reserve EMIC-1 Escrow Total Unrestricted Cash 39,328
Strategic Report Governance Financial Statements Appendix Information Information 95Unaudited Climate-related Financial Disclosures INTRODUCTION STRATEGY TCFD recommended disclosures: D9’s climate-related financial disclosures, set out below, cover the 12-month period to 31 December 2025 (the Describe the climate-related risks and opportunities the “Reporting Period”) and satisfy the obligation of InfraRed organisation has identified over the short, medium and Capital Partners Limited, as the Company’s Investment long-term. Manager, to prepare a product report for the Company Describe the impact of climate-related risks and in accordance with section ESG 2.3.5 of the FCA opportunities on the organisation’s businesses, Sourcebook. These disclosures are, therefore, prepared strategy and financial planning. to be consistent with the recommendations of the Task Force on Climate-Related Financial Disclosures (“TCFD”) Describe the resilience of the organisation’s strategy, recognising the importance of transparent and decision taking into consideration different climate-related useful climate related information for shareholders during scenarios, including a 2°C or lower scenario. the orderly realisation of the portfolio. In order to assess the implications of climate change for the D9 is a closed-ended investment company, and therefore Company’s strategy and portfolio, the Investment Manager under Listing Rule 11.4.22R is not required to comply with undertook a forward-looking climate risk assessment of the climate disclosure requirements specified in Listing Rule the portfolio in late 2025, which is outlined in more detail 6.6.6R(8). below. The assessment considered both physical and transition climate risks across the short, medium and long- GOVERNANCE term, taking into account the remaining economic life of the TCFD recommended disclosures: assets and the Company’s managed wind-down strategy. Describe the board’s oversight of climate-related risks Overall, the findings of the physical and transition climate and opportunities. risk analyses indicate that the Company’s strategy Describe management’s role in assessing and and portfolio are resilient to climate-related risks over managing climate-related risks and opportunities. the remaining life of the portfolio, including under a Paris-aligned (2°C or lower) transition pathway. The Board retains ultimate responsibility for the oversight of climate-related risks and opportunities and has established The inherent physical climate risk assessment shows a Risk Committee to support it in this role. As an externally that, across the portfolio, exposure is predominantly managed investment company, D9 relies on the systems, concentrated in the lower risk categories, with no material processes and controls of the Investment Manager and exposure to High or Highest risk levels at portfolio level. other service providers. Where Medium inherent risk is identified, this primarily reflects conditions that may affect operational performance Climate-related risks, where relevant, are captured in the and recovery, rather than widespread or catastrophic asset Company’s Risk Register, which is owned by the Board. damage. Existing engineering, operational and financial The Board and the Investment Manager meet regularly to mitigants are assessed as appropriate to manage these review principal risks, including contributing factors related risks within an acceptable range, taking into account the to climate, and to assess the adequacy of mitigation economic life of the assets. measures. The transition climate risk assessment further indicates that InfraRed Capital Partners Limited, as Investment Manager, the Company’s exposure to policy-driven decarbonisation is responsible for identifying, assessing and managing is limited, reflecting the relatively low carbon intensity of climate-related risks and opportunities for the Company’s digital infrastructure assets and the Company’s managed portfolio. Material climate-related matters are escalated wind-down status. Potential transition impacts are to the Board as appropriate, and sustainability topics are expected to arise mainly through indirect cost pressures, discussed periodically to ensure effective oversight. which are considered manageable within existing contractual and commercial frameworks. Taken together, the analysis supports the conclusion that climate-related risks are not expected to materially affect the Company’s strategy, valuation or ability to realise assets in an orderly manner, and that the Company remains well positioned to manage climate-related uncertainty through to wind-down.
96Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Unaudited Climate-related Financial Disclosures continued Table 1: Summary of identified climate risks and opportunities Time Factor Category Description of potential impact Impact Likelihood horizon Mitigation and resilience Risks Investments Moderate Low M, L Damage Exposure to adverse weather The Company, with support from of assets conditions, including sustained the Investment Manager, mitigates (physical) wind, cold temperatures and physical climate risks through ground movement, may result resilient network design and planning in localised physical damage or considerations, supported where degradation of towers and network appropriate by redundant power infrastructure, leading to increased arrangements. Increasing use of repair and maintenance costs. remote monitoring, diagnostics and remote fixes reduces both the Investments Low Moderate L ,M, H Operational Adverse weather conditions likelihood of asset damage and the disruption may disrupt network operations duration of operational disruption and restricted or restrict safe access to sites, by limiting reliance on physical site access extending outage durations and access during adverse conditions. (physical) delaying inspection and repair Engineering resilience assessments activities, even where physical are undertaken at higher-risk sites damage is limited. to account for more extreme future events, and the effectiveness of these measures is kept under ongoing review. Investments Low Moderate M Carbon The introduction or escalation Increased costs are incorporated pricing and of carbon pricing or taxation on into project planning and budgeting taxation carbon-intensive materials, such as where feasible. Where cost increases (transition) steel, could increase construction are material, the Company expects and maintenance costs for to be able to pass a proportion portfolio companies, particularly for of these costs on to customers, expansion and upgrade projects. reducing the net financial impact. Opportunities Investments Moderate Moderate M Increased As the frequency and severity of The Company’s investment demand droughts increase, water utility in reliable and resilient digital for smart companies may place greater connectivity positions the portfolio to metering emphasis on monitoring usage support smart metering, monitoring (transition) and identifying leaks. In parallel, and control applications where increasing requirements for grid demand increases over time. This flexibility may support demand opportunity is considered in the for smart energy metering and context of asset management and associated communications service continuity, without requiring infrastructure. material changes to the Company’s investment strategy during wind-down. Investments High Moderate M Improved Reengineering or rationalisation of The portfolio benefits from ongoing efficiency certain legacy broadcast services, optimisation of network design and of wireless or a phased transition away from technology choices, supporting technologies more energy intensive delivery more energy-efficient service methods, could reduce overall configurations where commercially energy consumption and cost. appropriate. These efficiencies may Broadcast TV remains one of contribute to lower operating costs the most energy-efficient media and improved performance over the distribution channels on a per remaining life of the assets. device hour basis. Time horizon key: S = Short term (0-5 years) | M = Medium term (5-15 years) | L = Long term (15-30 years)
Strategic Report Governance Financial Statements Appendix Information Information 97APPROACH TO CLIMATE RISK ASSESSMENT AND SCENARIO ANALYSIS In late 2025, the Investment Manager undertook a climate risk assessment of the Company’s portfolio, aligned with the TCFD recommendations and informed by the IIGCC Climate Resilience Investment Framework (“CRIM”). The assessment considered both physical and transition climate risks across the remaining economic life of the assets. The assessment was conducted for the Company’s portfolio as at 31 December 2025, utilising three emissions scenarios from the Intergovernmental Panel on Climate Change (“IPCC”). Climate scenarios A scenario is defined as a realistic description of how the Earth’s physical atmospheric system may evolve over time, based on a given set of assumptions about key drivers of GHG emissions and concentrations, and land use. Scenarios are collectively referred to as Representative Concentration Pathways (“RCP”). Low emissions / ‘Paris aligned’ (SSP1-RCP2.6) A high degree of civic-social commitment to adaptation and mitigation leads to emissions growth levelling out by 2050 and declining after. This is the Managers’ chosen Paris-aligned scenario, resulting in a global temperature increase of 1.3-2.4°C in 2100 compared to a 1986-2005 baseline average. Moderate emissions / ‘Business as usual’ (SSP2-RCP4.5) A moderate degree of civic-social commitment to adaptation and mitigation with some continued fossil fuel emissions – most closely representing current global climate policy trends. Scenario projects global warming of 2.1-3.5°C in 2100 compared to a 1986-2005 baseline average. High emissions / ‘Hothouse World’ (SSP-8.5-RCP-8.5) Social and economic development is based on an intensified exploitation of fossil fuel resources. Continued greenhouse gas emissions growth through 2100, and a likely global warming of 3.3 – 5.7°C in 2100 compared to a 1986-2005 baseline average. Physical climate risk assessment 3. Flood – coastal (storm surge, tides, sea level rise), fluvial (riverine depth at a given annual probability) and The physical climate risk assessment applies a pluvial (intense rainfall driven surface flooding) structured methodology to evaluate potential physical 4. Hail (frequency of large hail storm) climate perils for digital infrastructure assets across the portfolio. The approach combines standardised 5. Heat (extreme heat days; annual cooling requirement; peril exposure modelling with an internally developed wet bulb globe exceedance) vulnerability framework to derive a consistent view of 6. Extreme precipitation (annual probability of intense inherent physical climate risk at the asset level. While no daily rainfall) locations were identified as having heightened inherent physical risk, several locations have medium inherent risk 7. Wildfire (annual probability of large events) exposure to cold, subsidence and wind. 8. Wind (annual probability of extreme wind speeds) 1. Peril Modelling at asset locations 9. Subsidence (annual probability of shrink–swell soil For the 2 investee companies held in the portfolio as movement causing structural stress) at 31 December 2025, the Investment Manager, with 2. Vulnerability assessment input from the investee companies’ management teams, The Investment Manager then evaluated each portfolio selected 35 representative locations (each with single company’s vulnerability, defined as its susceptibility point coordinates). These coordinates were analysed to harm from a heightened level of peril exposure. using an external high-resolution climate risk tool to Vulnerability is assessed across three dimensions: assess exposure to a defined suite of nine physical climate perils (acute, event-driven occurrences), a. Critical Components – sensitivity of key physical or represented by 13 underlying metrics that also serve as operational elements indicators of longer-term chronic climate patterns. b. Layout and Physical Context – site configuration and Modelling was conducted at five-year intervals under topography three climate scenarios detailed above, producing a location-specific exposure score for each peril over time. c. Access and External Dependencies – access The assessed perils and associated metrics include: to digital infrastructure assets as well as off- site infrastructure such as roads, utilities, and 1. Cold (extreme cold days; annual heating requirement) communications networks 2. Drought (multi month precipitation deficits/total water stress) This assessment drew on proprietary research, asset type characteristics, and operational knowledge.
98Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Unaudited Climate-related Financial Disclosures continued 3. Determining Inherent Physical Climate Risk Overall, the analysis indicates that inherent physical climate risk across the portfolio remains predominantly For each location and each peril, Inherent Physical Risk is within the lower rating categories across most perils calculated as: when assessed on a NAV-weighted basis over the Inherent Physical Risk = Peril Exposure × Asset Vulnerability 2025–2050 period. No perils register a material exposure in the Highest and High risk categories. This produces a consistent, comparable indication of potential future physical climate risk before taking The most notable contributors to inherent risk are cold account of mitigation measures already in place. These and subsidence, where a meaningful share of portfolio results help identify locations where risk may be more value sits within the Medium risk band, reflecting significant, inform prioritisation of further analysis, and exposure to conditions that may affect asset performance support the development of targeted resilience measures. and serviceability rather than causing widespread The analysis and findings are communicated by the physical damage. For other perils, including heat, wildfire, Investment Manager to the management teams of precipitation and hail, inherent risk is largely concentrated portfolio companies, with a view to ensuring that, where in the Lowest category across the portfolio. appropriate, these risks are incorporated into portfolio company risk registers and mitigation strategies are This distribution highlights that the portfolio’s inherent developed. The findings of the inherent physical risk physical climate risk profile is driven primarily by analysis are summarised below. operational and recovery considerations under adverse conditions, rather than by a high likelihood of severe or The analysis shows that peril exposure levels across catastrophic asset damage across multiple perils. the three scenarios do not materially diverge until approximately 2060 or later. Therefore, given the remaining economic life of the assets in the portfolio, the Investment Manager has focused on the maximum peril exposure observed under any scenario over the 2025– 2050 period used as an extreme risk reference. Graph 1: Distribution of inherent risk across perils (NAV weighted) Maximum exposure in any scenario 2025-2050. Valuations, excluding cash, as at 31 December 2025 Cold Subsidence Flood Drought Wind Heat Wildfire Precipitation Hail 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% Highest High Medium Low Lowest
Strategic Report Governance Financial Statements Appendix Information Information 994. Resilience of the Company’s portfolio to heightened Transition climate risk assessment physical climate risks To complement the physical climate risk assessment, the To begin understanding the potential implications Investment Manager assessed the Company’s exposure of physical climate risk on the Company’s future to transition climate risks for the portfolio comprising performance, the Investment Manager has commenced Arqiva and Elio Networks, applying the analysis as a an initial targeted resilience review of the two investee forward-looking stress test rather than a forecast of companies. The objective of this analysis will be to expected outcomes. determine whether existing mitigants – physical, Given the nature of the Company’s investments, which operational, or financial – can appropriately reduce risk do not involve carbon-intensive activities, the assessment such that the post-mitigation (residual) risk is materially focused on the indirect effects of the transition to a lower and within an acceptably manageable range. lower-carbon economy, including potential impacts The Investment Manager will apply a consistent on operating costs, capital expenditure, supply chains framework centred on three categories of resilience and customer demand, rather than on direct emissions measures: exposure. Across the three adopted scenarios, the main transition Engineering and nature‑based enhancements: risks identified for the Company relate to the pace and These measures include permanent physical or scale of policy-driven decarbonisation, including the ecological interventions designed to reduce the introduction of carbon pricing, tighter environmental likelihood or severity of asset damage or operational standards and changes in energy system regulation. For disruption from acute weather events. Examples the Company’s digital infrastructure assets, these risks include strengthened foundations, enhanced flood are expected to arise primarily through cost pressures on protection, wind-resistant or fire-resilient design carbon-intensive inputs, such as steel and other energy- elements, as well as natural barriers that help absorb intensive services, particularly in relation to network or deflect climate-related impacts. upgrades and expansion activity. Operational preparedness: operational mitigants The Investment Manager considers that, while the relate to monitoring, forecasting, and readiness likelihood of such transition-related policy measures is procedures designed to reduce disruption ahead moderate, the potential financial impact on the portfolio of, during, or after an extreme event. This includes is expected to remain limited, reflecting the relatively low carbon intensity of the underlying assets and the protocols for severe weather alerts, site access contractual and commercial flexibility to manage or and safety procedures, contingency planning for pass through a proportion of increased costs over time. high wind or high temperature conditions, and well The Investment Manager continues to monitor policy established business continuity arrangements. developments and market conditions to ensure that Insurance effectiveness: Insurance remains an transition risks remain appropriately reflected in asset important mitigant for low probability, high impact management and investment decisions. climate events, particularly where engineering measures are not technically or economically feasible. The review examined coverage levels, policy terms, renewal practices, and prevailing market conditions, and assessed the effectiveness of insurance in protecting against asset damage, business interruption, and revenue loss from acute climate events. Based on the initial assessment conducted so far, the Investment Manager considers that existing mitigants are generally appropriate to reduce the moderate inherent risk to an acceptable residual level for the investee companies reviewed, recognising that resilience is an evolving area and will continue to be monitored and enhanced as climate science, regulation, and technology advance.
100Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Unaudited Climate-related Financial Disclosures continued RISK MANAGEMENT METRICS AND TARGETS TCFD recommended disclosures: TCFD recommended disclosures: Disclose the metrics used by the organisation to Describe the organisation’s processes for identifying assess climate-related risks and opportunities in line and assessing climate-related risks. with its strategy and risk management process. Describe the organisation’s processes for managing Disclose Scope 1, Scope 2, and, if appropriate, climate-related risks. Scope 3 greenhouse gas (“GHG”) emissions, and the related risks. Describe how processes for identifying, assessing, and managing climate-related risks are integrated into Describe the targets used by the organisation to the organisation’s overall risk management. manage climate-related risks and opportunities and performance against targets. Climate-related risks and opportunities are identified, Given the nature of its business, the D9 does not have assessed and managed by the Investment Manager as operational GHG emissions. Therefore, the Investment part of ongoing portfolio management activities, including Manager is focused on emissions generated by portfolio asset monitoring, engagement with portfolio companies companies, which are classified as Scope 3 (value chain) and periodic reporting to the Board. emissions for the Company, also referred to as financed In late 2025, the Investment Manager undertook a emissions. forward-looking climate risk assessment of the Company’s portfolio to inform strategic decision-making and assess The Investment Manager monitors the energy and GHG resilience, with the scope, methodology and findings set emissions of portfolio companies through its annual out in the Strategy section above. sustainability survey. Metrics are assessed at an individual portfolio company and investment portfolio level in the D9 Climate-related risks are integrated into the Company’s portfolio at the end of the reporting period. broader risk management framework and reported to the Board where relevant. The Board reviews the completeness of identified risks and the adequacy of mitigation measures, recognising where further action may be required. 2 Please note that this risk was pertinent to Data Centres and is no longer applicable to D9 given the sale of Verne Global in March 2024.
Strategic Report Governance Financial Statements Appendix Information Information 1011 Table 2: Metrics monitored for individual portfolio companies 2024 2025 Sea Aqua Elio Edge Verne Elio 2 Metric Comms Networks Arqiva UK1 Global Networks Arqiva Absolute Scope 1 (tCO e) 14 1 3,819 2 80 1 1,642 2 Absolute Scope 2 (tCO e) location-based 980 50 39,070 1,654 32 32,264 2 Absolute Scope 2 (tCO e) market-based 628 82 45,150 125 32 310 2 Absolute Scope 3 (tCO e) 5,775 11 102,594 N/A 779 450 89,074 2 Total Absolute GHG emissions (Scope 1, 2 & 3) market-based 6,417 94 151,563 2 984 483 91,026 Absolute GHG emissions intensity (Scope 1 & 2 tCO2e / £m Revenue) 15 10 145 N/A 4 3 Table 3: Portfolio metrics 3 Metric 2024 2025 Financed Emissions – Scope 1 (tCO e) 460 35 2 Financed Emissions – Scope 2 (tCO e) market based 5,137 38 2 Financed Emissions – Scope 3 (tCO e) 16,339 2,317 2 Weighted Average Carbon Intensity of Investee Companies (tCO e / £m Revenue) 344 111 2 Carbon Footprint (tCO e / £m Invested) 74 35 2 Portfolio metrics are calculated in line with the TCFD Implementation Guidance for Asset Managers and the PCAF standard. Portfolio footprint and GHG emissions intensity of investee companies include Scope 1, 2 and 3 emissions With only two portfolio companies held in the D9 portfolio at the end of 2025, the Financed Emissions and other portfolio metrics have decreased. For the remaining two portfolio companies, key developments include the purchase of Renewable Energy Guarantee of Origin (REGO) certificates at Arqiva, impacting Scope 2 market-based figures, and the expansion of the Scope 3 estimation methodology for Elio Networks (see “Data Limitations and Methodological Notes”). As the Company continues its managed wind-down phase, no new portfolio-level climate targets have been set. The Investment Manager’s focus remains on monitoring emissions data, maintaining data quality, and supporting proportionate decarbonisation efforts at portfolio company level where this is consistent with efficient asset realisation. The main industry frameworks utilized by the Investment Manager to assess the extent to which the Company’s portfolio is prepared for and aligned with a lower carbon, energy-resilient future are the Net Zero Investment 4 5 Framework (NZIF) and the Private Markets Decarbonisation Roadmap (PMDR) . As at 31 December 2025, the status of the portfolio companies was as follows: Arqiva met the criteria for “Aligning” in recognition of setting ambitious decarbonization plan and targets, which were independently validated by the Science-Based Target Initiative Elio Networks is at “Gathering Data” stage and is considering decarbonisation measures proportionate to the size and nature of its business and influence over the value chain 1. 2024 data included for Aqua Comms, Arqiva, Elio Networks, Sea Edge UK1, Verne Global (on pro-rated basis). With the exception of Arqiva, data has been estimated for all other investee companies based on the 2023 actuals reported previously. 2024 Emissions for Verne Global were extrapolated from 2023 and pro-rated for the period the company was in the D9 portfolio in 2024. 2. Restated in alignment with the restated GHG emissions figures in Arqiva’s FY 25 Sustainability Report 3. Restated in alignment with the restated GHG emissions figures in Arqiva’s FY 25 Sustainability Report 4. Developed by the Institutional Investors Group on Climate Change (IIGCC) with support from other industry stakeholders and recommended for use by both asset owners and asset managers 5. Supplementary guidance to NZIF developed by Initiative Climat International (iCI) and Sustainable Markets Initiative: www.bain.com/content assets/6df8cbe0d2a34117bf9751b150a6372e/private-markets-decarbonisation-roadmap.pdf
102Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Unaudited Climate-related Financial Disclosures continued Stages and cumulative criteria of alignment to net zero: Gathering data Preparing to Aligning Aligned Net Zero decarbonise GHG meaurement Short and medium- A qualified plan setting Emissions – Scope 1, 2 and Highlevel short term science-based out a decarbonisation performance is material Scope 3 to medium-term decarbonisation strategy for Scope aligned with or 7 8 decarbonisation plan targets inn place 1, 2 and material out-performing the Scope 3 emissions, applicable net zero and emissions pathway requirement performance aligned for the year 2050, with or out-performing and operating model applicable net zero likely to sustain such pathway performance Wider sustainability metrics can be found in D9’s SFDR periodic disclosures under Article 8, which are contained in the Appendix of the Company’s Annual Report 2025. Data limitations and methodological notes: Table 2: Metrics monitored for individual portfolio companies Emissions data has been disclosed in line with relevant standards and guidelines of the GHG protocol. For Arqiva, 2024 and 2025 data reported is as disclosed in the company’s Sustainability and Annual Report for FY 2025 (for a reporting period till 30 June of each year), in order to rely on the external verification, process it undergoes. For Elio Networks, an established 2023 baseline was adjusted for increase in base-station numbers to estimate Scope 2 emissions. In 2025, for Scope 3, operational and capital expenditure account lines were mapped to UK Government emissions factors to estimate total emissions. This is a significant expansion on the 2024 methodology of deriving the Fuel and Energy Related Activities from energy consumption. The Investment Manager will continue to work with the portfolio companies on improving data quality and expanding the coverage of underlying data, where relevant and feasible.
Strategic Report Governance Financial Statements Appendix Information Information 103Unaudited Sustainable Finance Disclosure Regulation (“SFDR”) – Periodic Disclosures Periodic disclosure pursuant to Article 8, paragraphs 1, 2 and 2a, of Regulation (EU) 2019/2088 and Article 6, first paragraph, of Regulation (EU) 2020/852 213800OQLX64UNS38U92 Product name: Digital 9 Infrastructure Plc Legal entity identifier: Sustainable Environmental and/or social characteristics investment means an investment in an economic activity that Did this financial product have a sustainable investment objective? contributes to an environmental or social Yes No objective, provided that It made sustainable It promoted Environmental/Social (E/S) the investment does characteristics and while it did not have as its not significantly harm investments with an objective a sustainable investment, it had a any environmental or % environmental objective: % of proportion of sustainable investments social objective and that the investee in economic activities that companies follow good qualify as environmentally with an environmental objective in economic The EU Taxonomy is a sustainable under the EU activities that qualify as environmentally classification system Taxonomy sustainable under the EU Taxonomy laid down in Regulation (EU) in economic activities that do with an environmental objective in 2020/852, establishing not qualify as environmentally economic activities that do not qualify as a list of sustainable under the EU environmentally sustainable under the EU environmentally Taxonomy Taxonomy sustainable economic activities. That with a social objective Regulation does not include a list of socially It promoted E/S characteristics, but did not sustainable economic It made sustainable investments activities. Sustainable make any sustainable investments investments with an % with a social objective: environmental objective might be aligned with the Taxonomy or not. To what extent were the environmental and/or social characteristics promoted by this financial product met? The Board of Directors of Digital 9 Infrastructure Plc (the “Company” or “D9”) appointed InfraRed Capital Partners Limited (“InfraRed”) as the Company’s Investment Manager and AIFM in charge of implementing D9’s Managed Wind-Down, effective on 11 December 2024. InfraRed was not involved in the preparation or verification of any of the previously produced SFDR pre-contractual or any subsequent disclosures for the Company and thus has solely relied in good faith on the information contained within the Company’s Website Disclosures published on its website in April 2024. Accordingly, InfraRed is basing this disclosure on the information available to it from the investee companies since its appointment on 11 December 2024. D9‘s original investment proposition was to invest in critical digital infrastructure including subsea and terrestrial fibre optic cables, wireless networks and data centres to help address the demand for global digital communications to drive an interconnected world underpinning economic growth and sustainable economic development. In pursuing this investment proposition, D9 sought to make investment decisions and manage the portfolio in a way that aligns with at least one of the following themes (“E/S characteristics”): 1. Facilitating improved access to information and communication technology through investment in infrastructure, which enhances connectivity and reduces digital shortfall; 2. Decarbonisation of digital infrastructure by engaging with investee companies to encourage energy-efficient and lower-carbon practices in their operations.
104Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Unaudited Sustainable Finance Disclosure Regulation (“SFDR”) – Periodic Disclosures continued During the reporting period, 99% of the Company’s portfolio (by value) met at least one of the E/S characteristics as demonstrated by the sustainability indicators and actions outlined below. As the Company has begun its wind-down phase, InfraRed will continue to monitor the attainment of the E/S characteristics of the Company, while also performing the efficient and responsible ongoing management and disposal of assets. How did the sustainability indicators perform? The performance of the sustainability indicators for the reporting period is outlined in the table below. Sustainability InfraRed has calculated this solely based on the information provided by D9 investee companies, since indicators measure InfraRed was appointed as D9’s Investment Manager on 11 December 2024. Further details are how the provided in the Notes column. environmental or social characteristics promoted by the 1 Promoted E/S Sustainability Indicator Units 2024 2025 Notes financial product are characteristic attained. Facilitating improved Aqua Comms access to information n/a Operational network Tbps 40,620 Investment no longer in the and communication capacity at the end of the portfolio as at 31 December technology period 2025 Elio Networks 104,800 Mbps 150,978 Gross sold network As reported by Elio capacity in the reporting Networks For the12-month period period ended 31 December each year Net sold network capacity Mbps 74,102 104,000 in the reporting period Arqiva As reported by Arqiva in its UK population coverage for % 98.5 98.5 Freeview TV services annual report for the period to 30 June in each Smart meters installed year. 6.5+ million (cumulative) Number 5+ million SeaEdge UK1 Investment no longer in the Installed data centre MW 12.5 n/a portfolio as at 31 December 2025 capacity Decarbonisation of Scope 1 and 2 GHG tCO 2 e / £m Emissions intensity is calculated 128 3 digital infrastructure emissions intensity revenue for absolute emissions on a simple means basis. Renewable energy Arqiva’s purchase of Renewable consumption in operations Energy Guarantee of Origin (REGO) certificates for its 95 % 26 electricity consumption is the primary driver of the change in these metrics. …and compared to previous periods? Refer to the table above. 1 Restated in alignment with the restated GHG emissions and energy consumption figures in Arqiva’s FY 25 Sustainability Report
Strategic Report Governance Financial Statements Appendix Information Information 105Principal adverse impacts are the most What were the objectives of the sustainable investments that the financial significant negative product partially made and how did the sustainable investment contribute to such impacts of investment decisions on objectives? sustainability factors N/A, the Company did not make sustainable investments during the reporting period. relating to environmental, social How did the sustainable investments that the financial product partially made not and employee cause significant harm to any environmental or social sustainable investment matters, respect for human rights, anti- objective? corruption and anti- N/A bribery matters. How were the indicators for adverse impacts on sustainability factors taken into account? N/A Were sustainable investments aligned with the OECD Guidelines for Multinational Enterprises and the UN Guiding Principles on Business and Human Rights? Details: N/A
106Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Unaudited Sustainable Finance Disclosure Regulation (“SFDR”) – Periodic Disclosures continued The EU Taxonomy sets out a “do not significant harm” principle by which Taxonomy-aligned investments should not significantly harm EU Taxonomy objectives and is accompanied by specific Union criteria. The “do no significant harm” principle applies only to those investments underlying the financial product that take into account the EU criteria for environmentally sustainable economic activities. The investments underlying the remaining portion of this financial product do not take into account the EU criteria for environmentally sustainable economic activities. Any other sustainable investments must also not significantly harm any environmental or social objectives. How did this financial product consider principal adverse impacts on sustainability factors? InfraRed was appointed as the Company’s Investment Manager and AIFM in charge of implementing D9’s Managed Wind-Down, effective on 11 December 2024. As such, InfraRed was not involved in the original investment process for any of the assets in the portfolio as at 31 December 2024 and no further investments are anticipated. InfraRed is assessing the principal adverse impacts on sustainability factors (as defined within SFDR) for the existing portfolio of the Company on a forward-looking basis (i.e. from 11 December 2024) through a portfolio monitoring process and dialogue with investee companies. For the year ending on 31 December 2025, this has included the collection of appropriate investee company level data as at the end of 2025. The collected data will help InfraRed understand the current position of each of the investee companies with regards to sustainability-related risks, opportunities and impacts. What were the top investments of this financial product? The list includes the investments Largest investments Sector Country constituting the greatest proportion of Arqiva Wireless UK investments of the Elio Networks Wireless Ireland financial product during the reference period which is: the year to 31 December
Strategic Report Governance Financial Statements Appendix Information Information 107What was the proportion of sustainability-related investments? Asset allocation describes the share What was the asset allocation? of investments in specific assets. #1 Aligned with E/S To comply with the EU Taxonomy, the criteria characteristics - 100% Investments for fossil gas include limitations on emissions and #2 Other - 0% switching to fully renewable power or low-carbon fuels by the end of 2035. For nuclear energy, the criteria include comprehensive safety and waste management rules. In which economic sectors were the investments made? Enabling activities The Company’s investments were in infrastructure assets, in the following sector: wireless directly enable other connectivity. activities to make a substantial contribution to an To what extent were the sustainable investments with an environmental environmental objective aligned with the EU Taxonomy? objective. N/A, the Company did not make sustainable investments during the reporting period. Transitional activities are activities for which Did the financial product invest in fossil gas and/or nuclear energy related 1 low-carbon activities complying with the EU Taxonomy ? alternatives are not yet available and Yes: among others have greenhouse gas In fossil gas In nuclear energy emission levels corresponding to the X No best performance. 1 Fossil gas and/or nuclear related activities will only comply with the EU Taxonomy where they contribute to limiting climate change (“climate change mitigation”) and do not significantly harm any EU Taxonomy objective – see explanatory note in the left- hand margin. The full criteria for fossil gas and nuclear energy economic activities that comply with the EU Taxonomy are laid down in Commission Delegated Regulation (EU) 2022/1214.
108Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Unaudited Sustainable Finance Disclosure Regulation (“SFDR”) – Periodic Disclosures continued Taxonomy-aligned The graphs below show in green the percentage of investments that were aligned with the EU Taxonomy. activities are As there is no appropriate methodology to determine the taxonomy-alignment of sovereign bonds*, the expressed as a share first graph shows the Taxonomy alignment in relation to all the investments of the financial product of: including sovereign bonds, while the second graph shows the Taxonomy alignment only in relation to the investments of the financial product other than sovereign bonds. - turnover reflecting the share of revenue 2. Taxonomy-alignment of investments from green activities 1. Taxonomy-alignment of investments of investee companies. - capital expenditure (“CapEx”) showing Turnover Turnover the green investments made by investee CapEx CapEx companies, e.g. for a transition to a green economy. operational OpEx - OpEx expenditure (“OpEx”) reflecting 0% 50% 100% 0% 50% 100% green operational Taxonomy-aligned: Fossil gas Taxonomy-aligned: Fossil gas activities of investee companies. Taxonomy-aligned: Nuclear Taxonomy-aligned: Nuclear What was the share of investments made in transitional and enabling activities? N/A How did the percentage of investments that were aligned with the EU Taxonomy compare with previous reference periods? N/A What was the share of sustainable investments with an environmental objective not aligned with the EU Taxonomy? N/A, the Company did not make any sustainable investments in the reporting period. What was the share of socially sustainable investments? N/A, the Company did not make any sustainable investments in the reporting period. What investments were included under “other”, what was their purpose and were there any minimum environmental or social safeguards? As at the end of this reporting period, the value of investments in Other was 0%.
Strategic Report Governance Financial Statements Appendix Information Information 109What actions have been taken to meet the environmental and/or social characteristics during the reference period? During the reference period, the following actions were undertaken by D9’s investee companies: Facilitating improved access to information and communication technology Following their respective business plans, Elio Networks continued to enhance their networks in broadband fibre, and Arqiva increased the number of smart meters provided to customers. Decarbonisation of digital infrastructure D9 encourages its portfolio companies to create and monitor plans that seek to improve energy efficiency and resilience, and decarbonise their operations, where feasible. For example, in 2025, Arqiva secured the validation of its decarbonisation targets by the Science-Based Target Initiative. The business is also continuing its focus on improving the data quality of its GHG emissions inventory which will support identification of initiatives to reduce energy consumption in partnership with customers. In a similar manner, Elio Networks has started to develop its own decarbonisation plan. As the Company has begun its wind-down phase, InfraRed will continue to monitor the attainment of the E/S characteristics of the Company, while also performing the efficient and responsible ongoing management and disposal of assets. How did this financial product perform compared to the reference benchmark? N/A, no reference benchmark has been selected for the Company. How does the reference benchmark differ from a broad market index? Reference benchmarks are N/A indexes to measure whether the financial How did this financial product perform with regard to the sustainability indicators product attains the to determine the alignment of the reference benchmark with the environmental environmental or or social characteristics promoted? social characteristics that they promote. N/A How did this financial product perform compared with the reference benchmark? N/A How did this financial product perform compared with the broad market index? N/A
110Digital 9 Infrastructure plc | Annual Report & Accounts 2025 SFDR Principal Adverse Impact (“PAI”) Disclosures The Company has reported in line with all 14 mandatory PAIs and two voluntary PAIs for investee companies, and both mandatory PAIs and one voluntary PAI for real estate investments to provide a high level of transparency. All PAIs have been calculated in accordance with the requirements of Annex 1 of the SFDR Regulatory Technical Standards (“RTS”) and as indicated in the notes below. Type: Investee Companies Sustainability Variance Scope of 7 Indicator Metric Unit 2024 2025 Variance % coverage GREENHOUSE GAS EMISSIONS 2GHG emissions Scope 1 GHG emissions tCOe 458 35 -423 -92% 2Scope 2 market-based GHG tCOe 5,137 38 -5,098 -99% emissions 2024: Aqua 2Scope 2 location-based GHG tCOe 6,407 708 -5,699 -89% Comms, Arqiva, Elio emissions Networks, Verne Global (on pro-rated 2Scope 3 GHG emissions tCOe 16,339 2,317 -14,023 -86% basis). Data has been estimated for 2Total market-based GHG tCOe 21,934 2,390 -19,544 -89% all investee emissions companies except Arqiva based on the 2Carbon footprint Scope 1 & 2 Carbon footprint tCOe/£m 19 1 -18 -94% 2023 actuals. (Scope 2 market-based) Portfolio Value 2025: Arqiva and Elio Networks 2Scope 3 Carbon footprint tCOe/£m 55 34 -21 -38% Portfolio Data for Arqiva Value covers its financial year to 30 June for 2Scope 1, 2 & 3 Carbon tCOe/£m 74 35 -39 -53% both periods. footprint (Scope 2 market- Portfolio Further commentary based) Value on changes in emissions can be 2GHG intensity of Scope 1 & 2 GHG intensity of tCOe/£m 108 3 -104 -97% found int the “TCFD investee companies investee companies (market- Revenue recommended based) disclosures” section 2Scope 3 GHG intensity of tCOe/£m 236 85 -152 -64% investee companies Revenue 2Scope 1, 2 & 3 GHG intensity tCOe/£m 344 88 -256 -74% of investee companies Revenue (market-based) Exposure to Share of investments in % 0 0 0% 2024 and 2025: all companies active in companies active in the fossil investee companies the fossil fuel sector fuel sector in the portfolio. Share of non- Share of non-renewable % 74% 5% -69% -94% 2024: Aqua Comms renewable energy energy consumption and non- and Arqiva. At the consumption and renewable energy production time of publication production of investee companies from of the report, data non-renewable energy sources was not available for compared to renewable Elio Networks. energy sources, expressed as 2025: Arqiva and a percentage Elio Networks Energy consumption Energy consumption in GWh GWh/£m N/A N/A N/A N/A None of the D9 intensity per high- per million GBP of revenue of investee companies impact climate sector investee companies, per high- are in a high-impact impact climate sector climate sector. 7 Restated in alignment with the restated GHG emissions and energy consumption figures in Arqiva’s FY 25 Sustainability Report
Strategic Report Governance Financial Statements Appendix Information Information 111Sustainability Variance Indicator Metric Unit 2023 2024 Variance % Scope of coverage BIODIVERSITY Activities negatively Share of investments in % 0 0 0% 2024: Aqua Comms, Arqiva, Elio affecting biodiversity- investee companies with sites/ Networks. sensitive areas operations location in or near 2025: Arqiva, Elio Networks. to biodiversity-sensitive areas where activities of those Aqua Comms and Elio Networks investee companies negatively confirmed that their businesses affect those areas are not present in biodiversity- sensitive areas. Arqiva confirmed that whilst it has some proximity to areas of special scientific interest, the business does not operate in ways that could negatively affect those areas under normal working operations. WATER Emissions to water Tonnes of emissions to water Tonnes 0 0 0% None of the D9 investee generated by investee companies generate emissions to companies per million GBP water. invested, expressed as a weighted average WASTE Hazardous waste Tonnes of hazardous waste Tonnes 0.06 0.01 -0.05 -82% 2024 and 2025: Arqiva, Elio ratio generated by investee Networks. companies per million GBP Reduction of hazardous waste invested, expressed as a tonnage at Arqiva, Elio Networks weighted average reports no hazardous waste both years. SOCIAL AND EMPLOYEE MATTERS Violations of UN Share of investments in % 0% 0% 0% 2024: Aqua Comms, Arqiva, Elio Global Compact investee companies that have Networks. (“UNGC”) principles been involved in violations of 2025: Arqiva, Elio Networks and Organisation for the UNGC principles or OECD Economic Guidelines for Multinational In all cases as confirmed by each Cooperation and Enterprises investee company. Development (“OECD”) Guidelines for Multinational Enterprises Lack of processes Share of investments in % 0% 0% N/A 0% 2024: Aqua Comms, Arqiva, Elio and compliance investee companies without Networks. mechanisms to policies to monitor compliance 2025: Arqiva, Elio Networks monitor compliance with the UNGC principles or with UN Global OECD guidelines for Compact (“UNGC”) Multinational Enterprises or principles and grievance/complaints handling Organisation for mechanisms to address Economic violations of the UNGC Cooperation and principles or OECD Guidelines Development for Multinational Enterprises (“OECD”) Guidelines for Multinational Enterprises
112Digital 9 Infrastructure plc | Annual Report & Accounts 2025 SFDR Principal Adverse Impact (“PAI”) Disclosures continued Sustainability Variance Indicator Metric Unit 2023 2024 Variance % Scope of coverage SOCIAL AND EMPLOYEE MATTERS CONTINUED Unadjusted gender Mean unadjusted gender pay % 4% 21% +17% +384% 2024: Aqua Comms, Arqiva. pay gap gap of investee companies 2025: Arqiva, Elio Networks. Note that the pay gap is unweighted, and can therefore be skewed by investments with fewer employees. Board gender Average ratio of female to % 18% 5% -13% -72% 2024: Aqua Comms, Arqiva, Elio diversity male board members in Networks. investee companies 2025: Arqiva, Elio Networks Exposure to Share of investments in % 0% 0% 0% N/A None of the D9 investee controversial investee companies involved companies represent exposure to weapons (anti- in the manufacture or selling of controversial weapons. personnel mines, controversial weapons cluster munitions, chemical weapons and biological weapons) HUMAN RIGHTS Number of identified Number of cases of severe Number 0% 2024: Aqua Comms, Arqiva, Elio cases of severe human rights issues and Networks. human rights issues incidents connected to 2025: Arqiva, Elio Networks and incidents investee companies on a weighted average basis ANTI‑CORRUPTION AND ANTI‑BRIBERY Lack of anti- Share of investments in % 0% 0% 0% 0% 2024: Aqua Comms, Arqiva, Elio corruption and anti- entities without policies on Networks. bribery policies anti-corruption and anti- 2025: Arqiva, Elio Networks bribery consistent with the United Nations Convention against Corruption
Strategic Report Governance Financial Statements Appendix Information Information 113Glossary and Definitions “Adjusted GAV” The aggregate value of the total assets of the Company as determined with the accounting principles adopted by the Company from time to time as adjusted to include any third-party debt funding drawn by, or available to, any Group company (which, for the avoidance of doubt, excludes Investee Companies); “Admission” The admission of the Company's Ordinary Share capital to trading on the Premium Segment of the Main Market of the London Stock Exchange; “Aqua Comms” Aqua Comms Designation Activity Company, a private company limited by shares incorporated and registered in Ireland; AIC Code of Corporate Governance produced by the Association of Investment “AIC Code” Companies; “AIFM” the alternative investment fund manager of the Company being Triple Point Investment Management LLP up to 11 December 2024, and InfraRed Capital Partners Limited from 11 December 2024; “AIFMD” The EU Alternative Investment Fund Managers Directive 2011/61/EU; “Board” The Directors of the Company from time to time; Corporation Tax Act 2010 and any statutory modification or re-enactment thereof for “CTA 2010” the time being in force; “D9” or the “Company” Digital 9 Infrastructure plc, incorporated and registered in Jersey (company number 133380); “Digital Infrastructure” Key services and technologies that enable methods, systems and processes for the provision of reliable and resilient data storage and transfer; “Digital Infrastructure An investment which fell within the parameters of the Company's investment Investments” policy at the time of acquisition and which may include (but is not limited to) an investment into or acquisition of an Investee Company or a direct investment in digital infrastructure assets or projects via an Investment SPV or a forward funding arrangement; The Disclosure Guidance and Transparency Rules sourcebook containing the “DTR” Disclosure Guidance, Transparency Rules, corporate governance rules and the rules relating to primary information providers; “EBITDA” Earnings before interest, taxes, depreciation and amortisation; “EU” or “European Union” The European Union first established by the treaty made at Maastricht on 7 February 1992; “EPS” Earnings per share; “ESG” Environmental, Social and Governance; “FCA” The Financial Conduct Authority; “GAV” The gross assets of the Company in accordance with applicable accounting rules from time to time;
114Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Glossary and Definitions continued “Group” The Company and any other companies in the Company’s Group for the purposes of Section 606 of the Corporation Tax Act 2010 from time to time but excluding Investee Companies; “Investee Company” A company or special purpose vehicle which owns and/or operates Digital Infrastructure assets or projects in which the Group invests or acquires; “Investment Manager” Up to 11 December 2024 Triple Point Investment Management LLP (partnership number OC321250), and from 11 December 2024 InfraRed Capital Partners Limited (company number: 03364976); The Company’s investment objective as approved by shareholders on 25 March “Investment Objective” 2024 and set out on page 6; “Investment Policy” The Company’s investment policy as set out in the Prospectus approved by shareholders on 25 March 2024 and set out on page 6; “Investment SPV” A special purpose vehicle used to acquire or own one or more Digital Infrastructure Investments; “IPO” The Company's initial public offering launched on 8 March 2021 which resulted in the admission of, in aggregate, 300 million Ordinary Shares to trading on the Specialist Fund Segment of the Main Market on 31 March 2021; “NAV” Net Asset Value being the net assets of the Company in accordance with applicable accounting rules from time to time; “Ongoing Charges Ratio” A measure of all operating costs incurred in the reporting period, calculated as a percentage of average net assets in that year. Operating costs exclude costs of buying and selling investments, interest costs, taxation, non-recurring costs and the costs of buying back or issuing ordinary shares; “Ordinary Shares” Ordinary shares of no-par value in the capital of the Company; “RCF” Revolving Credit Facility; The UN’s Sustainable Development Goal 9: Build resilient infrastructure, promote “SDG9” inclusive and sustainable industrialisation and foster innovation; “Total Shareholder Return” The increase in Net Asset Value in the period plus distributions paid in the period.
Strategic Report Governance Financial Statements Appendix Information 115Other Information As at the date of publication: NON-EXECUTIVE DIRECTORS REGISTERED OFFICE: Eric Sanderson (Chair) 26 New Street Robert Burrow St Helier Andrew Zychowski Jersey Philip Braun JE2 3RA Channel Islands INVESTMENT MANAGER CORPORATE BROKER InfraRed Capital Partners Limited J.P. Morgan Cazenove Level 7 One Bartholomew Close 25 Bank Street Barts Square Canary Wharf London London EC1A 7BL E14 5JP FINANCIAL ADVISER UK LEGAL ADVISER Panmure Liberum Capital Limited Stephenson Harwood LLP Ropemaker Place 1 Finsbury Circus Level 1225 Ropemaker Street London London EC2M 7SH EC2Y 9LY JERSEY LEGAL ADVISER TAX ADVISER Carey Olsen Jersey LLP Deloitte UK LLP 47 Esplanade 1 New Street Square St Helier London Jersey EC4A 3HQ JE1 0BD Channel Islands COMPANY SECRETARY DELEGATED COMPANY SECRETARY Ocorian Secretaries (Jersey) Limited Hanway Advisory Limited 26 New Street The Scalpel St Helier 52 Lime Street Jersey London JE2 3RA EC3M 7AF Channel Islands REGISTRAR INDEPENDENT AUDITORS Computershare Investor Services (Jersey) Limited PricewaterhouseCoopers LLP 13 Castle Street 7 More London Riverside St Helier London Jersey SE1 2RT JE1 1ES Channel Islands DEPOSITARY INDOS Financial Limited The Scalpel 52 Lime Street London EC3M 7AF
116Digital 9 Infrastructure plc | Annual Report & Accounts 2025 Forward-Looking Statements The Front Section of this report (including but not limited to the Chair’s Statement, Strategic Report, Investment Manager’s Review and Directors’ Report) has been prepared to provide additional information to Shareholders to assess the Company’s strategies and the potential for those strategies to succeed. These should not be relied on by any other party or for any other purpose. The Review Section may include statements that are, or may be deemed to be, “forward looking statements”. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the intentions, beliefs or current expectations of the Directors and the Investment Manager concerning, amongst other things, the Investment Objectives and Investment Policy, financing strategies, investment performance, results of operations, financial condition, liquidity, prospects, and NAV total return and dividend targets of the Company and the markets in which it invests. By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward looking statements are not guarantees of future performance. The Company’s actual investment performance, results of operations, financial condition, liquidity, distribution policy and the development of its financing strategies may differ materially from the impression created by the forward-looking statements contained in this document. Subject to their legal and regulatory obligations, the Directors expressly disclaim any obligations to update or revise any forward-looking statement contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. In addition, the Review Section may include target figures for future financial periods. Any such figures are targets only and are not forecasts. This Annual Report has been prepared for the Company as a whole and therefore gives greater emphasis to those matters which are significant in respect of Digital 9 Infrastructure Plc.