Cordiant Digital Infrastructure Limited

Annual Report 2024

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Cover and inside front cover:

Suwałki Transmitter,

Krzemianucha, Poland.

Introduction 1-3

About us 1

Highlights 2

Portfolio overview 3

Strategic report 4-51

The Strategic report includes an overview of our strategy and

business model, the principal risks we face and information

about our performance. It also details our approach to ESG,

stakeholder engagement and our voluntary first reporting

under the Task Force on Climate-related Financial Disclosures

(TCFD) framework.

Governance 52-71

The Governance report contains details about the

activities of the Board and its committees during the year.

Financial statements 72-101

Our financial statements include: the independent auditor’s

report; financial statements which have been prepared in

accordance with IFRS as issued by the IASB, the Statement of

Recommended Practice issued by the Association of Investment

Companies (the AIC SORP) and the Companies (Guernsey) Law

2008 (as amended); and related commentary and notes to the

financial statements.

Additional information 102-108

Directors and general information 103

Glossary of capitalised defined terms 104

Alternative performance measures (APMs) 105

Investment policy 106

Cautionary statement 108

Strategic report Governance Financial statements Additional informationIntroduction

About us

Cordiant Digital Infrastructure Limited is

a sector-focused, specialist owner and

operator of assets in one of the fastest

growing infrastructure sectors.

The Company’s Core Plus investment approach is focused

on generating long-term value and growth by leveraging

the Investment Manager’s sector expertise and operational

experience. We have built a diversified portfolio of assets

with high growth potential, investing in data centres,

telecommunications towers and fibre-optic networks across

Europe and in North America. The Company seeks to generate

an attractive total return of at least 9% per annum over the

longer term.

The Investment Manager’s strategy is to increase net asset value

for investors through buying high-quality Digital Infrastructure

platforms, building additional asset capacity and growing

the revenues and cash flows of those assets through active

management.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 1

£920.7m

Net asset value (NAV)

(2023: £875.7m)

€190.5m

Enterprise value on acquisition

of Speed Fibre completed

in October 2023

4.2p

Dividend in respect of the

financial year

(2023: 4.0p)

120.1p

NAV per ordinary share

(2023: 113.4p)

32.8%

NAV total return since inception,

assuming dividends reinvested

(2023 21.1%)

9.3%

Total return for the period on

ex-dividend opening NAV

(2023: 10.0%)

7.2%

Portfolio company EBITDA

growth over that of the prior

comparable period, earned on

7.9% revenue growth over the

prior comparable period

1.6x

Dividend covered by adjusted

funds from operations (AFFO)

Dividend covered 4.4x by

aggregate EBITDA

See calculation and discussion on page 21.

Highlights: the strength of the portfolio underpins good performance

Bolt-on acquisitions completed

in the year underlining the

delivery of the Buy, Build &

Grow model. Emitel acquired the

Polish telecom tower business

of American Tower Corporation;

CRA acquired Cloud4com, a

leading Czech cloud provider,

and two smaller businesses

Telecom masts at Croghan Hill,

County Kilkenny, Ireland.

The Company uses alternative performance measures

(APMs) in addition to IFRS measures to assess and

describe its performance. Further information on the

APMs used in this document and how they are calculated

is given on page 105.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 2

Diversified portfolio client base, including:

Diversified portfolio asset mix

Portfolio companies

Hudson Interxchange (Hudson)

Acquired January 2022

Interconnect data centre

New York

Emitel

Acquired November 2022

Multi-asset platform

Poland

data centres

18.3 MW

of data centre power capacity

10,813 km

of fibre-optic network

multiplexers

1,303

telecommunications towers

broadcast towers

6,276

microwave connections

ca.89,520

active IoT sensors

Of which nine are leased.

Of which seventeen are leased.

Some owned and some leased.

Portfolio overview

České Radiokomunikace (CRA)

Acquired April 2021

Multi-asset platform

Czech Republic

Digital RealtyAT&T Verizon Amazon

ThreeVodafone T-Mobile O2 Orange

Speed Fibre

Acquired October 2023

Fibre infrastructure platform

Ireland

Norkring

Acquired January 2024

Broadcast and colocation services

Belgium

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 3

“The Company achieved a good

performance, underpinned by

the strength of the portfolio that

we have constructed.”

Shonaid Jemmett-Page

Chairman

Strategic report

Who we are and what we do 6

Our business model 8

Creating value through our investment strategy 9

Chairman’s statement 10

Financial KPIs 12

Non-financial measures 13

Investment Manager’s report 14

Review of portfolio companies 23

Pipeline 32

Environmental, social and governance (ESG) 33

Section 172 statement 38

Stakeholder engagement 39

Risk management 42

Principal risks and uncertainties 44

Task Force on Climate-related Financial

Disclosures (TCFD) 46

Longer term viability statement 51

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 4

Skrzyczne Television Tower,

Szczyrk, Poland.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 5

CRA

Czech Republic

The leading independent

Digital Infrastructure

platform in the Czech

Republic, holding the

national broadcast

licence and developing a

significant data centre and

cloud services presence.

Read more on pages 24 and 25.

We have constructed a portfolio of high-quality Digital Infrastructure platforms with the ability to expand these further

through incremental capex and bolt-on acquisitions.

Who we are and what we do

The Investment Manager has a large, sector

specialist team composed of senior industry

operating executives and private capital

professionals with deep expertise in the sector.

Its strategy focuses on Core Plus assets

(see page 9) and is designed to grow NAV for

investors through buying high-quality Digital

Infrastructure assets, building additional

infrastructure and growing the revenues and

cash flows of those assets through active

management under a Buy, Build & Grow model.

Digital Infrastructure enables modern

communication networks, which have assumed

a central place in the day-to-day activities

of society, government and business. It is

commonly described as consisting of the

communications towers, data centres,

fibre-optic networks and Internet of Things (IoT)

sensors that constitute the physical layer of

the internet. In many cases, these assets can

be shared by customers, potentially resulting

in greater coverage and higher profits for

operators. Contracts are typically long term,

benefit from inflation escalators and are often

with blue-chip counterparties.

Digital Infrastructure has been estimated by

McKinsey Global Institute as being one of the

top three categories of infrastructure capital

spending globally. It benefits from growth

rates above those of the economy as a whole.

The Company focuses on growth platforms

in the middle market. It has assembled a

well-diversified portfolio including 1,380

communications towers, 10,813km of fibre-optic

network, IoT networks and nine data centres.

This broadly diversified base of assets is held

through five portfolio companies.

Speed Fibre

Ireland

A leading open access

backbone fibre network

provider in Ireland with

fibre and wireless backhaul

across the country as well

as providing connection

and services to business

and retail customers.

Read more on page 31.

Geographic context

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 6

Backbone fibre-optic networks

The medium and technology associated

with the transmission of information as light

pulses along a glass or plastic strand or fibre.

A fibre-optic network is used for long-distance

and high-performance data networking.

It is also commonly used in telecommunication

services such as the internet, television

and telephones.

Fibre-optic networks consist of four main

elements: subsea cables, cross-border hubs,

metro-local loops and last mile/access.

Digital broadcast infrastructure

Broadcast antennas are placed on towers,

which are typically very tall and owned by the

Company, for the purposes of broadcasting

content from content originators, through a

multiplexer which sorts and prepares the

signal, to homes and businesses equipped

with aerial receptors.

Mobile towers

Communications towers – cellular-enabled

mobile device sites where antennas and

electronic communications equipment are

placed, typically on a radio mast, tower, or

other raised structure.

Distributed antenna systems (DAS) – where a

network of antennas connected to a common

source is distributed throughout a building or

an area to improve network performance.

Data centres

Physical facilities that enterprises and

specialist cloud providers use to run their

business-critical applications and store data.

These are now fundamental to almost every

industry around the world and are an enabler for

all current digital communications. They are also

vital for technology evolution such as artificial

intelligence and 5G.

Cloud computing

Cloud computing is the outsourced on-demand

delivery of computing power and associated

services over the internet to offer faster

innovation, flexible resources, and economies

of scale.

Internet of Things (IoT)

Networks of sensors that monitor and manage

utility networks, such as water.

Our investments

A diversified portfolio

Revenue by segment* %

1. Digital broadcast infrastructure 46.0

2. Mobile towers 13.1

3. Backbone fibre-optic networks 30.4

4. Data centres and cloud 10.1

5. Internet of Things/Smart City 0.4

Total 100.0

* Pro forma for the year including Speed Fibre

and Norkring

Who we are and what we do

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 7

Our business model

The Company seeks to acquire cash-generative

platforms (generally of medium size) and

then to expand and improve them. This is

made possible by the team. The Investment

Manager is one of the most experienced and

well resourced Digital Infrastructure investment

teams in the market.

Buy, Build & Grow

Mid-market focus

With an emphasis on applying growth capital

to boost the internal rate of return (IRR) and

multiple on invested capital.

Disciplined buying

Emphasis on disciplined buying (below average

blended entry multiples) and operational

improvements.

Balanced senior team

Seasoned industry executives alongside

experienced private equity and corporate

professionals, all with deep sector experience.

Sourcing investment opportunities

Proven ability to source proprietary investment

opportunities.

Sustainability

Fully integrated into investment process.

Build value in the medium and longer term

Diversification

Secure greater portfolio diversification through

geographical spread and balanced sub-sector

allocation.

Specialist experience

Specialist experience across mobile towers,

data centres and fibre: the core building blocks

of the internet.

Operational improvements

Continuously producing tangible and

measurable operational improvements led by

in-house sector specialists.

The Company recognises the need to:

— reduce the carbon footprint of the digital

economy, with special focus on:

– enabling efficient network design,

e.g. supporting the integration of 5G

and broadcast;

– integrating renewable energy where

possible; and

– energy efficiency at the network component

level e.g. more efficient data centres.

— reduce the carbon footprint of society,

through enhanced communications and

connectivity, such as the application

of technologies to develop more

sustainable cities.

— better connect underserved businesses

and households to the digital economy,

supporting enhanced opportunity and

economic activity.

Volume of data/information created, captured,

copied, and consumed worldwide from 2010 to

2025 (actual and forecast).

The Company invests under a

Buy, Build & Grow model, with a

strong capital discipline.

The Company principally

invests in operating Digital

Infrastructure assets, mainly

focusing on data centres, mobile

telecommunications/broadcast

towers and fibre-optic network

assets, in Europe and North

America.

Our focus on sustainability

Collectively, sorting, processing

and moving data around the

world currently accounts for

more than 3% of global electricity

consumption.

Market growth

The Digital Infrastructure market

is forecast to grow strongly over

the coming decade.

2025

2024

2023

2022

2021

2020

2019

2018

2017

2016

2015

2014

2013

2012

2011

2010

181

147

120

64.2

15.5

12.5

6.5

Source: Statista 2023

Zettabytes

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 8

Creating value through our investment strategy

Unique and diversified

— Unique and profitable asset base acquired at

ca.10.2x EBITDA, through attractively priced

acquisitions as a function of geography and

deal complexity.

— Diversified portfolio combining strong cash

flows from national digital networks with

substantial growth opportunities in key market

segments (such as interconnect data centres,

managed private cloud, mobile towers) and

emerging areas with increased demand (such

as edge data, fibre, IoT/utility and DAS2).

Value-add by experienced team

— Experienced manager, with a senior team

combining industry operating executives

and digital private equity experience.

— Balanced team with experience across all

digital sub-sectors and disciplines; including

more than $90 billion of private equity and

transaction experience.

— Operating expertise driving portfolio platforms in

realising their full potential, supporting platforms’

management with a hands-on approach.

Focused sustainability agenda combined with

a practical approach

— Integrating the consideration of sustainability

risks, and opportunities, into decision

making throughout the investment process.

— Promoting environmental and social

characteristics within the Digital Infrastructure

sector, as an Article 8 Sustainable Finance

Disclosure Regulation (SFDR) product.

An active approach to

building value

Buying cash-flowing digital

companies and increasing

NAV by expanding revenues

and increasing margins.

Our commitment to growth

and diversification

Since the Company’s 2021 IPO,

the Investment Manager has

sought to deploy capital in areas

it believes to be overlooked or

undervalued.

Deleveraging and disruption have increased the volume of

potential transactions in the mid-market.

There are opportunities to deploy capital in accordance with

our strategy.

‘Core’ strategies involve investment in mature

assets. ‘Core Plus’ and ‘Value Add’ strategies

seek to buy assets where the revenue frontier

can be expanded significantly through the

sale or lease of more space on existing

under-utilised assets and/or the sale or lease

of space on newly built infrastructure. These

strategies also look to increase cash flows

by bringing best practice to bear, something

particularly true in our area of focus of the

middle market, and spreading fixed costs over

a larger revenue base.

The Company operates a Core Plus approach

through its Buy, Build & Grow model. Executing

a Core Plus strategy requires a high degree of

operational knowledge and experience. The

Investment Manager’s digital team has strength

in depth in both numbers and capability. Of

10 managing director-level staff, six have held

senior roles in industry and the remaining four

came from the private capital industry while also

benefiting from long experience in the sector.

This enables us to bring best practice to portfolio

companies, which are mid-sized platforms, and

to support them in their growth trajectory.

This led to the purchase initially of two platforms:

Emitel and CRA, offering, in varying mixes,

mobile and broadcast towers, fibre-optic

networks, utility sensors and data centres. These

platforms are located in growth economies

in Central Europe. In addition, Hudson, an

interconnect data centre located in New York

City, was acquired as a strategic asset.

Valuations have corrected in some parts of the

Digital Infrastructure middle market, leading

to attractive opportunities to diversify by asset

segment and geography in accordance with the

Company’s investment strategy. Speed Fibre,

a leading fibre infrastructure platform in Ireland,

is a clear example of this.

Further acquisition opportunities will continue

to be judged in relation to strategic portfolio

construction as well as potential alternatives,

including share buybacks. The Investment

Manager remains focused on the development

of a dynamic pipeline of attractive,

high-quality and accretive targets in Europe and

North America that aligns with the Company’s

investment strategy and its disciplined

approach to the execution of that strategy.

Origination

— Proven ability to source proprietary deals.

— Strong pipeline of acquisition opportunities

at the portfolio company level.

— Future portfolio development is targeted on

continuing to diversify both geographically

and by sub-sector across Europe and

North America.

Disciplined approach to pricing

— Price: emphasis on disciplined buying

(below-average blended entry multiples).

— Growth: the Company seeks attractive entry

prices and growth potential.

— Terms: the Company remains disciplined

regarding transaction terms.

Operational insight

— Sector expertise and insight bring big-

company best practice to mid-sized

platforms to better enable growth and profit.

— Depth of experience stands out in the market,

enabling better buying, better management

and organic growth at platform companies.

M&A and debt restructuring

— Prudent approach to debt management to

ensure a conservative portfolio debt structure

and a strong liquidity position for the Company.

— The Company, through the capabilities and

experience of the Investment Manager, leads

its own M&A and debt advisory processes.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 9

I am pleased to present the Annual Report for Cordiant Digital

Infrastructure Limited (the Company) for the year ended

31March2024.

Introduction

The Company achieved a good financial performance for the

year to 31 March 2024, which resulted in a total return for the

year of 9.3% of ex-dividend opening NAV, ahead of the 9%

annual target and notwithstanding the adverse impact of foreign

exchange during the year. NAV per share rose to 120.1p at

31March2024 (31March2023: 113.4p or 111.4p ex-dividend).

The profit for the year reflected the strong overall performance

of the underlying portfolio companies, offset by adverse foreign

exchange movements (totalling £14.2million). Excluding foreign

exchange movements in the period would have resulted in a total

return of 11.0%.

Portfolio strategy

The Investment Manager has a Core Plus strategy that aims to

generate a stable and reliable annual dividend while also continuing

to invest in the asset base of the Company’s portfolio companies to

drive higher revenues and increase net asset values. The Company

is implementing this approach through its Buy, Build & Grow model.

Since its IPO, the Company has prudently sought out high-quality,

cash-generating mid-market assets that we viewed as attractive

investment opportunities. We have continued to focus on capital

efficient investment in existing portfolio companies, through

disciplined capex spending across the portfolio coupled with

bolt-on acquisitions where appropriate. In the last year, these

included the acquisition of American Tower’s Polish telecom

towers business by Emitel, and the acquisition of Cloud4com,

a major Czech cloud services provider, and DC Lužice, a data

centre located in the ‘Digital Danube’ triangle between Vienna,

Brno and Bratislava, by CRA. This has been alongside the

acquisition during the year of new businesses in Speed Fibre, a

leading fibre network provider in Ireland, and Norkring, a provider

of broadcast, colocation and site hosting services in Belgium,

that reflect the current pricing environment and further diversify

the portfolio geographically and by asset class.

Capex spending in the year has focused on the delivery of

DAB radio networks at CRA and Emitel, continued data centre

build-out at CRA and build-to-suit mobile towers at Emitel,

together with Speed Fibre’s continued construction of backbone

fibre networks in Ireland.

Our disciplined approach has resulted in a portfolio acquired

for an EV/EBITDA multiple of approximately 10.2x, which is

predominantly supported by blue-chip customers and capable

of generating strong cash flows through long-term contracts.

For the year to 31 March 2024, on a like-for-like, constant

currency, pro forma basis, aggregate portfolio company EBITDA

increased by 7.2% to £139.3million, driven by contract wins or

enhancements, cost control and the beneficial effects of inflation

on revenues. Aggregate portfolio company revenue increased by

7.9% to £296.8million.

Portfolio performance

The strong overall performance of our portfolio was again key

to the Company’s results for the year. This performance was

achieved against the backdrop of levels of inflation and central

bank interest rates not seen in many years.

The portfolio companies were able to benefit from significant

levels of inflation protection through a combination of contractual

revenue escalators, pass-through costs and hedging policies.

Active management of long-term contracts also provided

opportunities to renegotiate contractual terms with a number of

customers. Together, these provided an offset to the adverse

effects of inflation and interest rates on costs.

Emitel performed well during the year, with revenues increasing

by 8.3% and EBITDA increasing by 4.4%. Performance was

driven by the launch of a new sixth digital TV multiplex and the

effect of inflation-linked price increases, offset by high energy

costs and the delay in regulatory approval for a new channel

until late in the year. In addition, Emitel won tenders for important

broadcast contracts in TV and radio, including for the new

channel from Polsat, the Polish TV broadcaster, on MUX 1 with

a duration of ten years and inflation-linked revenues, which are

expected to drive further future revenue and EBITDA growth.

Alongside this, Emitel, working with the Investment Manager,

successfully refinanced its loan facilities during the year, with

a range of global, pan-European and local banks. The facilities

were 1.6x oversubscribed and achieved an improved credit

margin over the previous facilities.

CRA also performed strongly, with annual revenue and EBITDA

growth of 10.7% and 8.8% respectively, driven by growth across

all business areas. The company continues to make progress in

diversifying its business, with its data centre and cloud activities

now approaching 20% of revenues following the completion in

January2024 of the acquisitions of Cloud4com and DC Lužice,

which are expected to provide substantial revenue and EBITDA

growth opportunities. CRA also acquired Prague Digital in

the Czech Republic, a regional broadcast company, which is

expected to yield good synergy benefits. Telecom infrastructure

was also boosted by a new 15-year contract with T-Mobile,

which significantly expanded the scope of services previously

provided. In January2024, CRA successfully bid for and won the

Czech spectrum tender which will enable it to launch one national

commercial DAB network and seven regional networks,

including Prague.

Speed Fibre’s revenues for the year increased by 3.8% through

sales growth, while EBITDA increased 5.0% over the same

period. The increase in EBITDA was driven by higher than

expected recurring service revenue and lower than expected

customer churn in Speed Fibre’s wholesale business. The

business has performed in line with our acquisition assumptions

following the completion of the transaction in October 2023.

Following a leadership change in 2023, Hudson’s interim

management is showing steady progress in growing revenues

while managing costs and cashflow effectively. For the year to

31March2024, Hudson delivered revenue growth of 8.5%. While

its EBITDA continued to be negative, the loss was 17.0% less than

the prior comparable period, reflecting management’s focus

during the year.

For further information about each of our portfolio companies see

pages 24 to 31.

Chairman’s statement

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 10

Share price performance

In light of the progress made in constructing the portfolio and

the positive financial performance achieved, the Board remains

deeply disappointed with the performance of the share price

and its continuing discount to NAV. We believe the causes of this

are macroeconomic and are being felt market wide, leading to

widespread redemptions across the sector, rather than being

specific to the Company. At 31 March 2024, the discount to NAV

was 46.7% (31 March 2023: 28.3%).

As a result, the Board and the Investment Manager have

continued to focus on optimising portfolio performance while

also seeking greater engagement with shareholders to provide

a deeper understanding of the drivers of value within the

portfolio. The views of our shareholders are important. My Board

colleagues and I met with a number of shareholders on a bilateral

basis during the year to listen to those views, to discuss the

capital market challenges facing the Company and the sector

and to explain our approach to these challenges.

The Company and the Investment Manager have also engaged

with the UK government and the FCA, both directly and through

industry bodies such as the AIC and the London Stock Exchange,

in relation to the UK cost disclosure regime, which is generally

viewed as being more onerous than comparable EU legislation,

and potentially creating a misleading picture of investment

company costs.

Dividends and share buybacks

The Company’s dividend policy continues to be based on the

underlying principles that, at the point the Company is fully

invested, the dividend must be covered by free cash flow

generated by the portfolio and be sustainable in future periods.

The Company monitors dividend cover using an adjusted funds

from operations (AFFO) metric calculated over a 12-month

period. AFFO is calculated as normalised EBITDA less net

finance costs, tax paid and maintenance capital expenditure.

In November2023, the Board approved an interim dividend of

2.0p per share for the six months ended 30September2023.

The Company also continues to remain committed to a

progressive dividend policy. Reflecting that policy and the

cash generative characteristics of its portfolio companies, the

Board has approved an increase in the annual dividend with the

payment of the second interim dividend of 2.2p per share

on 19July2024.

For the 12 months to 31March 2024, the 4.2p dividend was

approximately 4.4x covered by EBITDA and 1.6x by AFFO.

In February 2023, the Company announced a discretionary

programme of share buybacks of up to £20 million. Under

this programme it has acquired 7.3million ordinary shares for

£5.4million, at an average price per share of 74.9p, or an average

discount to 31March2024 NAV of 37.6%. The NAV accretion

of the Company buying back these shares at such a discount

is to increase NAV per share by ca.0.4p. The programme is not

subject to a set cut-off date.

Gearing and interest

The Company had total liquidity equivalent to £167.7million at

31March2024, comprising £61.7million held directly at the

Company, £46.8million held at portfolio company level and

undrawn facilities at portfolio company level equal to £59.1million.

In aggregate, the Company and its portfolio companies had

gross debt equivalent to £694.7million at 31March2024, and

therefore net debt of £586.2million. This resulted in gearing as

at 31March2024 of 4.5x measured as net debt divided by LTM

EBITDA (including Company-level costs) or 38.9% measured as

net debt divided by gross asset value (GAV).

Principal risks and uncertainties

In November 2023, we updated the principal risks identified

by the Company. These changes were largely driven by

macroeconomic factors. With inflation rates having fallen

substantially in the UK and those countries where our portfolio

companies operate, and with consequent reductions in interest

rates either having been announced or being predicted, these

factors are no longer considered to be principal risks. However,

there have been lasting impacts on the financial markets, in

particular on the Company’s share price which, along with many

others in the sector, has continued to trade well below NAV. This

in turn has restricted the ability to raise additional equity capital

and to take advantage of some of the opportunities to develop the

portfolio. Accordingly, we have amended our principal risks to

reflect this change in risk. Further details of the Company’s risks

are set out on pages 44 and 45.

Sustainability

We are a long-term investor with a clear focus on sustainability.

The Board and Investment Manager continue to prioritise

reducing the impact of the Company and its portfolio companies

on our environment. It is pleasing to report the continued

progress being made across a number of initiatives in the

Chairman’s statement continued

portfolio focused on our climate: Emitel’s procurement of 91% of

its electricity from renewable sources; CRA’s progress towards

its target of 100% electricity being from renewable sources with

an increase to 68%; and Speed Fibre’s procurement of 89% of

its electricity from renewable sources. On pages 33 to 37 we

set out our responsible investment strategy, centred on climate

considerations, and the Company and its portfolio companies’

sustainability highlights for the year.

We consider the ESG approach as well as the risks and

opportunities of potential targets in our pipeline as part of our

pre-investment analysis, and following each acquisition we work

with our portfolio companies to improve their ESG performance.

For the first time this year, in order to improve transparency and

provide greater granularity, we will be releasing a standalone

Responsible Investment Report, which will be available on our

website at www.cordiantdigitaltrust.com.

Board and governance

The Board receives regular updates on the Company’s

performance and that of the individual portfolio companies from

the Investment Manager and provides objective oversight of the

Investment Manager’s activities. The Board continues to support

the Investment Manager’s active management of the portfolio’s

operations, through driving performance and thereby increasing

revenues and earnings growth, its leadership of strategic

financing activities and bolt-on acquisitions and its championing

of the Company’s ESG agenda. The management fee structure

is closely aligned to shareholder returns, being based on the

Company’s market capitalisation and not NAV.

Outlook

We are seeing the demand for digital infrastructure continue

unabated, a trend that we expect to be maintained, particularly

with the pace of evolution of AI. Interest rates now appear to be to

be on a downward trajectory in our key geographies and, more

broadly, Poland, the Czech Republic and Ireland are all forecast

to outperform the EU’s overall economic growth rate in 2024. The

underlying strengths of the Company and our portfolio, the growth

in the sector and the attractiveness of our core markets together

lead the Board to look forward to the year ahead with confidence.

Shonaid Jemmett-Page

Chairman

19 June 2024

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 11

Financial KPIs

All of the measures below are APMs and are defined on page 105. See page 13 for further details on the new EBITDA growth KPI.

Net asset value per share

The NAV per share is a

measure of our success in

adding value to the portfolio.

It is calculated by dividing

the net asset value of the

Company at 31March2024

by the number of shares in

issue. The target NAV per

share is based on 9.0% per

annum total return accruing

since inception, reduced by

the 9.0p of dividends paid to

shareholders to date.

Total return from investments

The increase in the fair value

of our investments and the

returns received from them,

taken together, measure the

success of our Buy, Build &

Grow model and our ability to

deliver returns to shareholders.

The target is an unlevered

return, and the performance is

presented before the effect of

leverage is taken into account.

Growth in EBITDA of

underlying investments*

The adjusted earnings before

interest, tax, depreciation and

amortisation of our underlying

investments measures their

ability both to fund their

own growth and to provide

investment returns to the

Company in support of our

planned returns to shareholders.

The target is for aggregate

EBITDA of the underlying

investments to grow year

on year, as measured on

a constant currency basis.

Earnings are adjusted to

exclude one-off items such as

profit on non-core asset sales.

Full-year dividend

The dividend paid to

shareholders in respect of the

year measures the extent to

which we are able to deliver an

income stream to investors.

NAV total return

The total increase in NAV

per share over the reporting

period, with dividends

reinvested at the prevailing

ex-dividend NAV. This is

a measure of our ability to

consistently generate returns

for shareholders over a

sustained period of time.

Total shareholder return

The total shareholder return

over the reporting period,

calculated assuming that

dividends are immediately

reinvested at the prevailing

share price, measures our

ability to deliver attractive

returns to investors, with a

combination of share price

growth and a progressive

dividend.

Target

117.5p

based on target 9% NAV total

return per annum

Target

10.2%

per annum

Target

Positive

annual

Target

4.0p

for the year

Target

9.0%

per annum

Target

9.0%

per annum

Performance

120.1p

Performance

11.2%

for the year

Performance

7.2%

annual

Performance

4.2p

for the year

Performance

9.7%

for the year

(32.8% inception to date)

Performance

-17.1%

for the year

(-29.2% inception to date)

Net asset value per share

Target 117.5p

Total return from investments

Target 10.2%

EBITDA

Target Positive

Full-year dividend

Target 4.0p

NAV total return

Target 9.0%

Total shareholder return

Target 9.0%

113.4p

2023

106.3p

2022

120.1p

2024

12.3%

2023

15.8%

2022

11.2%

2024

10.0%

2023

N/A

2022

7.2%

2024

10.1%

2023

9.4%

2022

9.7%

2024

-22.5%

2023

9.7%

2022

-17.1%

2024

4.0p

2023

3.0p

2022

4.2p

2024

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 12

Non-financial measures

* The EBITDA growth KPI

differs from the KPI used in

previous reports. The KPI

presented previously was

the EBITDA of the underlying

investees. The change to

measuring EBITDA growth,

rather than an absolute figure,

aligns with the evolution and

maturity of the Company.

In previous periods, the

emphasis was on the Buy

element of the Buy, Build &

Grow model; the new KPI is a

more appropriate measure of

the Build and Grow elements.

Balance of the Board

This measures our ability to

bring together a wide range of

perspectives and experiences

with a diversity of business

skills, sector experience,

geographical background and

gender to the benefit of the

Company and its activities.

Increasing connectivity

This measures the coverage

in our countries of operation

and our portfolio companies

success in their respective

service provision to the

benefit of their respective

communities.

Operational health and safety

The number of operational

health and safety incidents

measures the success of our

underlying investments in

upholding health, safety and

well-being standards and

practices for our portfolio

companies’ employees

and others.

Sustainability management

measures our success in

implementing our responsible

investment strategy with its

focus on promoting climate

change mitigation. Our focus is

on increasing the percentage

of renewable energy used by

our portfolio companies.

Digital divide (coverage of

remote and rural areas)

The digital divide metric

measures the criticality of our

investments’ underlying assets

in enabling access to digital

services, with rural and remote

areas having sparser digital

infrastructure networks.

Target

40/60

women/men based on FCA

target from April2022

Target

N/A

Target number of incidents

Zero

Target % of electricity from

renewable sources

100%

Target coverage of rural areas

N/A

Performance 2023 Performance 2023 Performance

2023 Performance 2023 Performance 2023

50/50

(2022: 50/50)

ca.98%

(2022: ca.98%)

Emitel coverage of area

of Poland

ca.99%

(2022: ca.99%)

CRA coverage of area

of Czech Republic

(2022: 1)

Emitel

(2022: 2)

CRA

Speed Fibre

(2022: N/A)

Hudson

(2022: 0)

71%

(2022: 63%)

Total % of electricity from

renewable sources 71%

68%

(2022: 58%)

Total % of energy from

renewable sources 68%

91%

(2022: 91%)

Emitel & CRA

Note: sustainability data from the

portfolio companies represents

calendar year data for the period

1January 2023 – 31 December 2023.

All operational health and safety

incidents were non-lethal.

The figure for the previous period

2022 has been presented in line

with the methodology used for the

presentation of the current year’s

renewable energy percentage figure.

Remote area is considered a

location at a distance of more than

10km from the nearest town/village;

rural is considered a location in

the vicinity of a village with up to

10,000inhabitants. Both Poland

and the Czech Republic.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 13

Investment Manager’s report

Highlights of the year

The Company continued to implement its Buy, Build & Grow model actively during the period.

Buy

Build

Bolt-on acquisitions executed

during the year. Emitel acquired

American Tower’s Polish telecom

tower business in June 2023.

CRA bought Cloud4com, a

leading Czech cloud services

business and DC Lužice, a data

centre located in the ‘Digital

Danube’ triangle between

Vienna, Brno and Bratislava,

in January2024.

CRA also acquired Prague

Digital, a broadcast business

based in the Czech capital.

Grow

New contracts

CRA signed a new 15-year

contract with T-Mobile,

substantially expanding the

scope of the existing contract.

CRA also won and extended a

substantial Ministry of Interior

tower contract.

Emitel signed new 10-year

broadcast contracts with Polsat

and Red Carpet TV in Poland.

Growth capex

CRA continues to build out data

centre capacity at DC Cukrak and

continues with planning for a large

26MW DC at Zbraslav.

Speed Fibre continues to deploy

capital in building out backbone

fibre networks and Metropolitan

Area Networks (MANs) in the

Republic of Ireland.

1.5%

The % of the Company’s shares

owned by the Investment

Manager, its staff and the

Directors of the Company at the

date of this report, including

8.3million shares held by

StevenMarshall, demonstrating

strong alignment with

shareholders’ interests.

€190.5m

Enterprise value of Speed Fibre,

acquired in October 2023.

Speed Fibre is a leading open

access fibre infrastructure

provider in Ireland.

DAB radio tenders

Both Emitel and CRA bid for and

won valuable national tenders

in their respective countries to

design, build and operate national

and regional DAB radio networks

in multi-year contracts.

7.2%

Aggregate EBITDA growth across

the portfolio for the year, earned

from 7.9% aggregate revenue

growth over the same period.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 14

Introduction

The Company delivered a good performance in the year to

31March2024, again driven by a strong operating performance

by the portfolio. NAV per share increased from 111.4p

(ex-dividend) at 31March2023 to 120.1p at 31March2024,

reflecting a total return of 9.3% on ex-dividend opening NAV

(31March2023: 10.0%).

NAV growth is driven by successful implementation of the

Company’s Buy, Build & Grow model: to buy good quality

platforms and bolt-on acquisitions; to build new assets at

construction cost from which new revenues can be earned; and

to grow existing revenues using the operational expertise of the

Investment Manager.

Headwinds from the Company’s aggregate foreign exchange

position caused an impact on total return for the year of -1.7%,

meaning that the underlying performance before taking foreign

exchange movements into account was a total return of 11.0%.

The Company paid two dividends in the period: the second

interim dividend of 2.0p per share, relating to the year ended

31March2023, which was paid on 21July2023; and the

interim dividend of 2.0p per share relating to the year ended

31March2024, which was paid on 22December2023. The

Company also proposes a second interim dividend for the year of

2.2p, making a total dividend for the year to 31March2024 of 4.2p,

an increase over the previous year of 5.0%. This is in line with the

Company’s progressive dividend policy announced at IPO, and

this level of dividend remains well covered (1.6x) by adjusted

funds from operations (AFFO), being EBITDA less net financing

costs, maintenance capex, tax and other cash flows.

Capital allocation

The Investment Manager and Board have engaged with

shareholders frequently over the past year to discuss the issue

of capital allocation and the discount of the Company’s share

price to the NAV per share. In acknowledgment of the variety of

opinions expressed, the Company has elected to take a

multi-pronged approach to capital allocation. A buyback

programme was initiated, with £20million approved by the

Board, of which £5.4 million has been deployed, at an average

price of 74.9p, crystallising a NAV gain of 0.4p per share.

The Company remains committed to its progressive dividend

policy, and has allocated capital to a 5.0% increase in dividend

About the Investment Manager

Cordiant Capital, the Investment Manager appointed by

the Company, is a sector-specialist investor focused

on middle-market ‘Infrastructure 2.0’ platforms in

DigitalInfrastructure, energy transition infrastructure and

the agriculture value chain.

It manages approximately $4billion of funds through offices

in London, Montreal, Luxembourg and São Paulo, and offers

Core Plus, Value Add and Opportunistic strategies.

The Investment Manager’s Digital Infrastructure group,

consisting of 17 front office professionals, brings considerable

hands-on investing and operating expertise to its investment

approach. This investing strategy can be summarised as

acquiring and expanding cash-flowing Digital Infrastructure

platforms in the UK, EEA and North America.

“I am delighted with the operational

performance of the portfolio companies

despite the high interest rate environment

and foreign exchange headwinds.

Unfortunately the portfolio continues to

be significantly undervalued by the market

despite its historical performance and strong

future growth prospects.”

Steven Marshall

Co-Founder and Chairman of

Cordiant Digital Infrastructure Management

Investment Manager’s report continued

Steven Marshall

Investment Manager

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 15

from 4.0p per year to 4.2p per year, to take effect from the second

interim dividend expected to be paid in July 2024. The increased

dividend remains well covered by AFFO.

The Company has also sought to diversify the portfolio, acquiring

Speed Fibre in Ireland for €190million and Norkring in Belgium

for €6million. Accretive bolt-on acquisitions have also been

completed by Emitel and CRA, leveraging the Company’s

existing high-quality platforms and adding assets that provide

a measure of diversification to existing businesses. These

include Emitel’s acquisition of American Tower’s Polish telecoms

towers business and CRA’s acquisitions of Cloud4com, a cloud

business, DC Lužice, a data centre business and Prague Digital,

a broadcast business. CRA has now built a data centre and cloud

business accounting for almost 20% of revenues, from a minimal

amount at the time of the Company’s initial investment.

Finally, the Company, relying on the operational expertise of the

Investment Manager, has made investments in accretive growth

capital expenditure projects such as: the buildout of the DAB

radio networks in the Czech Republic and Poland; build-to-suit

tower portfolios in Poland; and the buildout of CRA’s sixth edge

data centre facility at Cukrák. Planning for Central Europe’s

largest and most modern data centre at Zbraslav in Prague,

Czech Republic, on a decommissioned AM radio site owned by

CRA, continues.

The Investment Manager believes that the portfolio, valued at

31March2024 at 10.6x LTM EBITDA, is undervalued compared

to recent transaction multiples. Lower growth mobile tower assets

have been valued in other countries at over 18x earnings and data

centre assets at over 20x. While broadcast assets typically attract

a lower valuation multiple, the Company’s broadcast assets are

growing faster than most European mobile tower businesses and

have higher escalation rates and a wider customer base.

The Investment Manager considers that there is no ‘magic bullet’

to resolve the Company’s share price discount to NAV, but that

continued strong operational performance, value-creating

capital expenditure, acquisition price discipline, significant

alignment of interests and continuing the buyback programme

should all be recognised when macroeconomic issues affecting

equity markets, and especially the investment trust sector, abate.

Since 31March2023, the Company’s Directors, the Investment

Manager and its staff have made further investments in the

Company’s shares, acquiring in total 5.0million more shares

to bring the combined total to 11.1million shares. This included

Steven Marshall, Chairman of Cordiant Digital Infrastructure

Management, who acquired a further 3.9million shares, bringing

his total personal holding to 8.3million shares. At the date of this

report, the Directors, the Investment Manager and its staff owned

1.5% of the ordinary issued share capital of the Company.

In February2023 the Company announced that, in light of the

c.20% discount at which the Company’s shares were then

trading, and in consultation with the Company’s brokers, the

Board had approved a discretionary share buyback programme

of up to £20million. Shares acquired under the programme will

either be held in treasury by the Company or cancelled. The

buyback programme is not subject to a set cut-off date. To the

date of this report, 7.3million shares had been acquired by the

Company at an average price of 74.9p and held in treasury.

Activity in the period

In June2023, the Company announced that Emitel had acquired

American Tower Corporation’s subsidiary in Poland, whose

portfolio comprises 65 modern lattice telecoms towers. The

portfolio has a low tenancy ratio providing available load capacity

“We have constructed a portfolio that is

evidencing strong and diversified growth

across data centres, communications towers

and backbone fibre. This is the result of our

senior team – composed in equal measure

of senior industry operating expertise and

private capital investing skill – working in

partnership with our portfolio companies.”

Benn Mikula

Co-Founder of Cordiant Digital Infrastructure Management

and CEO, Cordiant Capital

Benn Mikula

Investment Manager

Investment Manager’s report continued

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 16

for additional lease customers, which will be accretive to Emitel’s

revenue and is distributed across attractive locations that

complement Emitel’s existing telecoms network.

In July2023, Emitel successfully refinanced its senior debt

facilities. Emitel secured a debt package of PLN1.57billion

(£312 million), which comprises a senior loan of PLN1.27billion,

a capex facility of PLN250million and an RCF of PLN50million.

As at 31March2024, PLN 187 million (£37 million) of the capex

facility and the entirety of the RCF remain undrawn.

The new facilities were 1.6x oversubscribed and have a blended

credit margin lower than the 2.9% of the previous senior debt.

The banking group included international banks Citi, BNP, Credit

Agricole and DNB Bank ASA, as well as leading Polish banks and

financial institutions. The capex facility and RCF will be applied

to support Emitel’s growth trajectory by financing its operational

activities, new investments and acquisition plans.

In August2023, the Company announced that it had agreed to

acquire Speed Fibre, a leading open access fibre infrastructure

provider in Ireland. Speed Fibre was acquired by the Company

for an enterprise value of €190.5million (£165million), a multiple

of 8.3x 2022 audited EBITDA. The acquisition was funded

by a combination of cash on hand plus a vendor loan note of

€29.6million (£26 million) bearing initial interest of 6.0% and

repayable in four years.

In November2023, Emitel announced that it had won a

nationwide tender to extend DAB coverage to 17 regional radio

stations for state broadcaster, Polskie Radio. As a result of this,

Emitel expects to extend DAB coverage across the country,

from 67% to 88% of households. The contract is a renewal, and

an expansion, of an existing contract held by Emitel and is also

expected to result in incremental extra revenues. The contract

runs to Q3 2027 and has a gross value of PLN59.5million

(£12million), with revenues linked to inflation. DAB is far more

energy efficient than FM or AM radio, and so as Emitel (and

CRA) progressively decommission AM radio sites, there is a

consequential reduction in carbon footprint.

In November 2023, the Company announced the acquisition

of Norkring, which was completed in January2024. The final

consideration on completion after adjustments was €6.1million

(£5.2million). Norkring operates 25 communication and

broadcast towers in Belgium. Of particular interest to the

Company are the 5G broadcast trials that Norkring is conducting

as part of a consortium.

Emitel recently signed a new ten-year digital terrestrial television

(DTT) broadcast contract expiring in 2034 with Polsat, the most

watched free-to-air TV channel in Poland. The channel will be

broadcast from MUX1, and revenues under the contract are

inflation-linked. The Polish National Broadcast Council has

extended Polsat’s DTT MUX licence to 2034.

In January 2024, CRA successfully bid for and won the spectrum

tender which will enable the launch of one national commercial

DAB network and seven regional networks, including Prague.

This DAB spectrum gives CRA the strongest DAB coverage in

the country. The company will install DAB transmitters during

2024 and expects to conclude agreements with existing FM radio

customers (representing additional incremental revenues), which

are expected to commence in 2025.

In January2024, CRA completed the acquisition of Cloud4com,

a leading cloud services provider in the Czech Republic

(acquired for CZK870million, £29.4million), and DC Lužice,

a Tier III data centre (acquired for CZK130million, £4.4million).

Sint-Pieters-Leeuw Transmission

Tower, Sint-Pieters-Leeuw, Belgium.

Investment Manager’s report continued

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 17

Investment Manager’s report continued

A further potential payment of up to CZK485million (£16.4million)

is payable subject to Cloud4com’s EBITDA for 2024.

In addition, the highly synergistic acquisition of Prague Digital

TV (a regional TV operator) by CRA at the beginning of 2024, has

enabled the Company to consolidate transmissions from its sites

and cease transmission from Prague Digital’s three locations,

reducing energy and other expense for the company.

Financial highlights

During the year to 31March2024, the Company achieved a NAV

total return of £80.3million (31March2023: £81.2million), being

9.3% of opening ex-dividend NAV, or 10.4p per share. Net assets

were £920.7million (31March2023: £875.7million, £860.3million

ex-dividend), representing a NAV per share of 120.1p

(31March2023: 113.4p, 111.4p ex-dividend). This movement in

NAV per share comprises a positive total return for the six-month

period of 10.4p, plus a 0.4p gain arising from the share buyback

programme, offset by the payment of the second interim dividend

for 2023 of 2.0p in July2023 and the first interim dividend of 2.0p

for 2024 in December2023.

The total return reflects strong underlying operating performance

across the portfolio, offset by adverse foreign exchange

movements in the period. The total return, excluding the adverse

underlying foreign exchange movement in the period, would

be 11.0%. The Company remains a net beneficiary of foreign

exchange movements when measured from inception in

February2021 to 31March2024.

Application of IFRS

As disclosed in the Company’s Annual Report 2023, the

Company holds only Hudson directly. Emitel, CRA, Speed

Fibre and Norkring are all held through its wholly-owned

subsidiary, Cordiant Digital Holdings UK Limited. The Eurobond

was issued by Cordiant Digital Holdings Two Limited, which

is a wholly-owned subsidiary of Cordiant Digital Holdings UK

Limited. Consequently, under the application of IFRS 10 and

the classification of the Company as an investment entity,

the Company’s investment in Cordiant Digital Holdings UK

Limited is recorded as a single investment that encompasses

underlying exposure to Emitel, CRA, Speed Fibre, Norkring and

the Eurobond. As in previous reports, the underlying elements

of the overall value movement attributable to foreign exchange

movements and value movement and income from each portfolio

company are identified in Chart 1. The Company’s profit and

NAV under this approach are exactly the same as in the audited

Table 1: Reconciliation of Statement of Comprehensive Income to Chart 1

£m

Accrued

income

Total

unrealised

value

movement

Net FX

movement

Intercompany

balances

Fund

expenses

Interest

expense

IFRS

P&L

Movement in fair value of investments 1.9 113.7 (11.7) 10.2 (3.0) (11.5) 99.6

Unrealised foreign exchange gains – – (3.0) – – – (3.0)

Management fee income – 1.4 – – – – 1.4

Interest income – – – 1.9 – – 1.9

Investment acquisition costs – – – – (0.6) – (0.6)

Other expenses – – – – (9.5) – (9.5)

Foreign exchange movements on

working capital – – 0.5 – – – 0.5

Finance income 2.1 – – – – – 2.1

Finance expense – – – (12.1) – – (12.1)

4.0 115.1 (14.2) – (13.1) (11.5) 80.3

Chart 1: NAV bridge for the year to 31 March 2024

Opening

NAV

Dividend

paid

July 2023

Value

movement

Fund

expenses

Interim

dividend

paid

Closing

NAV

1000

950

900

850

800

750

700

113.4p

875.7

111.4p

860.3

(4.5)

120.1p

920.7

(15.4)

115.1

(11.5)

(14.2)

Opening

ex-dividend

NAV

Accrued

income

£m

4.0

(13.1)

(15.4)

Interest

expense

Net

change

in shares

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 18

Investment Manager’s report continued

IFRS Statement of Comprehensive Income and the Statement of

Financial Position.

Table 1 shows the reconciliation of Chart 1 to the IFRS Statement

of Comprehensive Income. Table 2 shows the underlying

components of the IFRS Statement of Financial Position.

Financial performance in the period

This section, including valuation, foreign exchange, costs and

gearing, refers to the figures in Chart 1 and Table 2 on the

non-IFRS basis.

Valuation

The Investment Manager prepares semi-annual valuations

according to the IPEV Valuation Guidelines and IFRS13. These

valuations are reviewed and challenged by the Board. The Board

also commissions independent third party valuations at the half

year and at year end from an expert valuations group at a Big

4 accounting firm. The Investment Manager reviews the key

assumptions of the valuations and performs a sensitivity analysis on

them as included in note 6 to the financial statements.

Table 2: Underlying components of Statement of Financial Position

£m Emitel CRA

Speed

Fibre Hudson Norkring Cash

Intercompany

balances VLN

Other

assets and

liabilities Eurobond

IFRS

Total

Investments 525.0 385.9 86.5 42.3 5.2 1.6 158.7 (25.7) (2.6) (171.0) 1,005.9

Receivables – – – – – – 2.8 – 14.5 – 17.3

Cash – – – – – 60.1 – – – – 60.1

Payables – – – – – – (3.9) – (1.1) – (5.0)

Loans and borrowings – – – – – – (157.6) – – – (157.6)

525.0 385.9 86.5 42.3 5.2 61.7 – (25.7) 10.8 (171.0) 920.7

Chart 2: Weighted average discount rates over time

10.00%

9.50%

9.00%

8.50%

8.00%

7.50%

7.00%

6.50%

6.00%

The Investment Manager and Board are keenly aware of the

scepticism that some valuations of private assets elicit in certain

sections of the market and so take great care to maintain a rigorous

process, using market information from reputable third party

sources wherever possible. Discounted cash flow (DCF) is the

primary methodology of valuation, as noted in the Company’s

prospectus. The Investment Manager is confident that the quality of

earnings included in the DCF models, and the actual cash accretion

observed in the net debt figures for each asset included in the

bridge from enterprise value to equity value show the qualities of

the portfolio, notwithstanding volatility in the market-observable

inputs used every six months to construct the weighted average

cost of capital (WACC) used for each valuation as a discount rate.

Chart 2 shows the movement in the Company’s average WACC

over time, weighted for the investments held at each reporting

date. Since the low point for risk free rates at March2022, the

Investment Manager raised the WACC 173bps to the high point

at September2023. The WACC has decreased slightly between

September 2023 and March 2024 by 18bps to 9.6%. This is

substantially less than the decrease in risk free rates in the

Company’s two main markets, Poland and the Czech Republic,

where risk free rates have decreased 100bps and 175bps

31 March

2022

30 Sept

2022

31 March

2023

30 Sept

2023

31 March

2024

8.05%

8.52%

9.60%

9.78%

9.60%

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 19

Breakdowns of unrealised value movement and foreign exchange movement in the year

(5)

(10)

(15)

(20)

Investment Manager’s report continued

respectively since September 2023 as it reflects the longer

term view taken by the Investment Manager in reflecting market

volatility in risk free rates.

Table 3 shows the breakdown of the WACC at 31March2024,

compared to the prior period.

The largest value movements were observed on Emitel

(+£78.0million) and CRA (+£51.6million), driven by calibration

to actual inflation, new contract wins and a slightly reduced

discount rate (in the case of Emitel). These reflected annual

increases in underlying currency equity value of 15.9% and

9.9% respectively. Speed Fibre, the acquisition of which

closed in October 2023, though the acquisition price was

set in December2022, saw an increase in equity value from

cost of 5.2%. An increase in net debt since acquisition arising

from working capital timing and capex out flows, obscured an

enterprise value increase of 10.8% since acquisition.

Hudson remains an asset that is not performing to expectations

and the Investment Manager recognised a prudent write-down of

£18.4 million in the year on a DCF basis. The carrying value at the

year end was £42.3 million, or 4.2% of the value of the portfolio.

Table 3: Weighted average cost of capital at 31 March 2024

Range

low point

Range

high point

Weighted

average mid

point

Cost of equity 10.0% 12.1% 11.2%

Cost of debt 5.0% 7.5% 6.7%

WACC 8.5% 10.8% 9.6%

Weighted average cost of capital at 31 March 2023

Range

low point

Range

high point

Weighted

average

mid point

Cost of equity 9.6% 12.9% 11.0%

Cost of debt 5.0% 7.0% 6.5%

WACC 8.2% 11.0% 9.6%

Foreign exchange

The Company has recognised an unrealised foreign exchange

loss in the year of £14.2million (since inception: gain of

£50million). This aggregate number comprises a gain of

£24.0million on Polish zloty, a loss of £37.3million on Czech

crowns and combined net losses of £0.9million on US dollar

and Euro. While the Investment Manager hedges individual

cash flows between the Company and portfolio companies

through forward contracts, no balance sheet hedging has

been undertaken to date. The cost of doing so using forward

contracts, considered to be the lowest cost approach, has been

disproportionate to the benefit, such that the aggregate cost

of hedging would over several years, consume the gain being

protected. Notwithstanding, the Investment Manager and Board

have kept the Company’s hedging strategy under regular review,

given the volatility in foreign exchange rates and movement in

forward points in the Company’s respective currency pairs. The

Company is a long-term investor in the portfolio and currently

does not seek to manage balance sheet foreign exchange

exposure from reporting period to reporting period.

Costs

In the year, the Company incurred £24.6million of costs.

The largest component was £10.8million of costs relating to

the Eurobond debt facility, recorded within the Company’s

subsidiary, Cordiant Digital Holdings Two Limited. The Eurobond

has been fully drawn since 5June2023, and the costs include

interest, commitment fee, agency fees and amortised deal

arrangement costs.

The management fee of £5.9million (31March2024: £7.2million)

is greatly reduced from the prior year because management

fees are calculated on the basis of the Company’s market

capitalisation, not its NAV, thus aligning the Investment

Manager with shareholders. Deal costs of £3.0million relate to

the acquisitions of Speed Fibre and Norkring. Other costs of

£4.8million relate to transactions that did not proceed, interest

paid on the vendor loan for the acquisition of Speed Fibre,

administrative and other running costs and directors’ fees.

The ongoing costs ratio, calculated in accordance with the

guidelines published by the AIC, is 0.9% per annum.

Chart 3: Unrealised value movement Chart 4: Unrealised foreign exchange movement

160

140

120

100

Emitel CRA Speed

Fibre

Hudson Total

unrealised

value

movement

78.0

51.6

3.9

(18.4)

115.1

Emitel CRA Speed

Fibre

Hudson Working

capital

Total

unrealised

movement

24.0

(37.3)

(0.8)

(1.2)

1.1

(14.2)

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 20

Investment Manager’s report continued

Gearing

The Investment Manager has taken a prudent approach to the

levels of debt within the Company and its portfolio companies

since inception. The Investment Manager has the expertise

internally to arrange debt facilities, and so does not use banks

or other intermediaries for this purpose.

At 31March2024, there were four debt facilities in the

Company’s group, at Emitel, CRA, Speed Fibre and the

fund-level Eurobond. The €200 million Eurobond is a term loan,

with a bullet repayment in September 2026. 83% of the interest

is fixed in nature.

Aggregated together, gearing as measured by net debt

(i.e.including cash balances held around the group) as a

percentage of gross asset value was 38.9%. 50% is the

maximum for this ratio, calculated at the time of drawdown,

as required in the Company’s IPO prospectus. As measured

by net debt divided by aggregate EBITDA (including fund level

costs such as management fee), the Company’s gearing is 4.5x.

Each of Emitel and CRA have individual net gearing on this basis

of 3.0x. This is substantially lower than most tower companies

which might be viewed as comparators of either business.

Table 4: Calculation of adjusted funds from operations (AFFO)

Twelve months to

31 March 2024

£m

Portfolio company revenues 304.7

Portfolio company normalised EBITDA 142.1

Dividend coverage, EBITDA basis 4.4x

Net Company-specific costs (13.1)

Net finance costs (38.2)

Net taxation, other (17.0)

Free cash flow before all capital expenditure 73.8

Maintenance capital expenditure

(20.9)

Adjusted funds from operations 52.9

Dividend at 4.2p per share (32.2)

Dividend cover 1.6x

At average foreign exchange rates for the period.

Aggregate growth capital expenditure of £33.2 million was invested in the twelve months to 31 March 2024 across the portfolio.

73% of all debt is on a fixed-interest basis, with the remainder

floating, none of which is inflation linked. The Company has

executed interest rate hedging for 50% of the new Emitel facilities

and is assessing options for fixing the remainder. The average

margin across all facilities remains at 2.9% which the Investment

Manager considers to represent good value.

CRA’s debt package is due for renewal in mid 2025. The

investment Manager and CRA have begun work on refinancing

these facilities well in advance of the term date.

The Investment Manager believes that the quality of gearing is

as important as the quantum and so has put in place long dated

facilities (including the Eurobond term loan) with good quality

groups of banks, with interest hedged at advantageous rates

where possible.

Dividend coverage

The Company’s progressive dividend policy is ahead of the

schedule laid out in the prospectus at IPO. The dividend remains

very well covered by AFFO, which seeks to track whether the

portfolio generates sufficient earnings less fund level costs,

finance costs, tax and maintenance capex to cover the dividend.

AFFO remains stable at 1.6x. The dividend is covered 4.4x by

aggregate portfolio company EBITDA.

As noted in the Chairman’s statement, the Company has

announced an increase in the second interim dividend from

2.0p to 2.2p, to be paid on 19 July 2024 following the Company’s

AGM. The annual dividend of 4.2p is an increase of 5.0% over

the prior year, and a reflection of the Company’s commitment

to its progressive dividend policy, supported at all times by a

strongly cash-generative portfolio, as measured by the AFFO.

Table 4 shows the calculation of AFFO for the 12 months to

31March2024.

Investee company performance

For the year to 31March2024, the portfolio companies generated

combined revenue of £296.8million, representing a 7.9%

increase over the prior year, on a like-for-like pro forma, constant

currency basis. Aggregate portfolio EBITDA increased 7.2%

over the prior year, on a like-for-like pro forma, constant currency

basis, to £139.3million.

These increases in revenue and EBITDA reflect the impact of new

contracts being entered into, including in the broadcasting and

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 21

telecoms business units at Emitel and CRA, together with the

effect of inflation-linked revenues feeding through, usually with a

year’s lag. During the year to 31March2024, across the portfolio

companies £20.9million was invested in maintenance capital

expenditure and £33.2million in growth capital expenditure.

Maintenance capital expenditure included investment in

ITsystems and security at CRA and infrastructure modernisation

at Emitel.

Growth capital expenditure included fibre backbone network

build-out at Speed Fibre, investment related to the DAB+

contract win (previously announced by the Company on

8November2023) and construction of new telecoms towers at

Emitel; and data centre investment at CRA.

Total gross debt at the Company, subsidiary and platform level

was equivalent to £694.7million, an increase of £229million

since 31March2023 reflecting the full drawdown of the

Eurobond in June2023 and the inclusion of Speed Fibre’s

senior debt facilities, offset by a de-levering of Emitel’s drawn

facility by PLN200million (£39.8 million) as part of the refinance

during the period. Aggregate cash balances at the Company,

subsidiary and platform level were equivalent to £108.5million.

Including undrawn debt facilities at portfolio company level,

total liquidity was equivalent to £167.7million.

The Investment Manager’s team

Building on the significant strength of the existing digital team

reflects the Investment Manager’s continued commitment

to supporting platform companies in achieving their growth

ambitions, along with being able to source and deliver investment

opportunities that are in line with target returns. Unlike its peers

in this market, the digital team at the Investment Manager

possesses deep, senior-level experience of managing and

operating world-class Digital Infrastructure businesses. This

is combined with private equity executives having decades of

experience advising and investing in the sector, making for a

unique marriage of capabilities.

Environmental, social and governance highlights

The Investment Manager focuses its attention on reducing

emissions and the climate impact of the Digital Infrastructure

sector. The Investment Manager’s Digital and ESG and

Impact Teams engage with portfolio companies to integrate

renewable energy and energy efficiency measures

where appropriate. Despite growth in the asset base, the

portfolio’s emissions (Scope 1 and Scope 2) during the

period decreased.

During the year, the Investment Manager became an official

supporter of the Task Force on Climate-related Financial

Disclosures (TCFD) and has begun the further integration of

its recommendations. Additionally, the Investment Manager

became an early adopter of the Task Force on Nature-related

Financial Disclosures (TNFD) during the period.

Outlook

The Investment Manager is pleased with the overall quality of

assets and underlying cash flows in the portfolio. These have

been assembled at what the Investment Manager believes to

be a highly attractive price without sacrificing growth potential.

Internally generated cash flows and the remaining proceeds of

the Eurobond facility will allow the Company to cover the dividend,

engage in appropriate maintenance capital expenditures, expand

existing platforms and invest in new assets to further diversify the

portfolio, both geographically and by asset type.

The Investment Manager remains closely focused on the

Company’s target of 9% return to shareholders, comprising

dividend and capital growth. The Investment Manager continues

to see some improvement in the pricing environment for digital

assets in the middle market and the purchase terms available.

The Investment Manager has recruited a large and capable team

of digital specialists with the skills and experience required to

manage the Company’s assets and to succeed in maximising

total return from Core Plus assets.

Based on the solid performance since inception, which has

continued up to 31March2024, the Investment Manager believes

the Company remains well placed to deliver as planned in the

year ending 31March2025. The Investment Manager looks

forward to the year ahead with confidence.

Investment Manager’s report continued

Świnoujście Mast, Świnoujście,

Poland.

Mark Noble

General Counsel, Cordiant Digital

Infrastructure Management

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 22

Review of portfolio companies

iz˘kov Television Tower,

Prague, Czech Republic.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 23

Review of portfolio companies continued

Financial performance in the year

Emitel has had a solid year. For Emitel’s audited

financial year ending 31December2023,

revenue increased 8.3% to PLN594million

(£113.8million at average exchange rates

for the year) and EBITDA increased by 4.4%

to PLN384million (£73.7million at average

exchange rates for the year). This performance

reflected strong growth in telecoms

infrastructure and TV broadcast, offset by

high energy costs and the regulatory delay

in approving a new channel during the year.

There was also a time lag in the receipt of

contractual inflation-adjusted revenues.

Overall revenue growth was driven by

inflation-linked price increases as 2022 inflation

of 14% passed through to 2023 revenues;

approximately 75% of Emitel’s revenues

have full or partial inflation-linked contracts.

2023 inflation will principally be reflected in

indexed revenue contracts from January2024

onwards. Inflation in Poland for 2023 was 10.9%.

Telecoms infrastructure revenue growth in

the period was driven by continued growth in

‘Build-to-suit’ provision for MNOs, and Emitel’s

acquisition of 65 telecoms towers in Poland from

American Tower Corporation. The acquired

towers are less than three years old and have

robust long-term contracts (14 years average)

with inflation-linked escalators.

In Q3, Emitel signed a new loan facilities

agreement with a consortium of leading

Polish and international banks. The new

facilities include senior secured term loans of

PLN1,270million (of which PLN 370 million –

€83million – is denominated in euros), a

capex facility of PLN250million and a

revolving credit facility (RCF) of PLN50million.

The new facilities have a blended credit

margin lower than the 2.9% of the previous

senior facilities. The capex facility and RCF will

support Emitel’s growth trajectory by financing

its operational activities, new investments and

acquisition plans.

Emitel

Of the interest payable on the third-party bank

debt at 31March2024, 50% was fixed rate and

50% floating rate. Emitel and the Investment

Manager are keeping the optimal hedging

approach towards the floating rate debt under

constant review as interest rates in Poland

trend downwards.

The aggregate amount of debt drawn

at 31March 2024 was PLN 1,320 million

(£262million). Emitel is 3.0x geared, as

measured by net debt divided by EBITDA at

31March2024, which is viewed as conservative

compared to other tower businesses.

Emitel continues to be strongly cash generative

and in March 2024 paid its first distribution of

PLN 30 million (£6.0 million) to the Company.

Cash balances reduced to PLN 135 million

(£26.9 million) over the year. Underlying cash

generation during the year was offset by the

partial repayment of the senior debt facilities

Andrzej J. Kozłowski

Chief Executive Officer, Emitel S.A.

Kazimierz Dolny Mast,

Kazimierz Dolny, Poland.

£353.0m

Original cost

£429.0m

Value at 1 April 2023

£78.0m

Unrealised value gain in the year

£525.0m

Value at 31 March 2024

–

Further investment by the Company

in the year

£24.0m

Unrealised foreign exchange

gain in the year

£(6.0)m

Distributions paid to the Company

in the year

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 24

Review of portfolio companies continued

as part of the refinance; the acquisition of

American Tower Corporation’s telecoms tower

portfolio in Poland and the distribution to the

Company mentioned above.

Operations

Emitel’s contracted orderbook remains strong at

more than PLN3billion (more than £596million),

with contracts extending out as far as 2043.

The weighted average contract length in TV

broadcasting is seven years, three years in

radio broadcasting and 12 years in telecom

infrastructure services.

During the year, Emitel signed a new ten-year

DTT broadcast contract expiring in 2034 with

Polsat, the most watched free-to-air TV channel

in Poland. The channel will be broadcast from

MUX1, with revenues under the contract being

inflation linked.

Emitel also signed a new ten-year DTT contract

with Red Carpet TV, to broadcast from a vacant

slot on MUX8. Broadcasting started in March2024.

Regarding other broadcast contracts, following

the Polish election in November 2023, the

company’s contracts with the state-owned

media providers have continued in accordance

with their terms, with payments being made

as expected.

In November 2023, Emitel won a nationwide

tender to extend DAB coverage to 17 regional

radio stations for state broadcaster, Polskie

Radio. As a result of this, Emitel expects to

extend DAB coverage across the country, from

67% to 88% of households. The contract is a

renewal, as well as an expansion, of an existing

contract held by Emitel and is also expected

to result in incremental extra revenues. The

contract runs to Q3 2027 and has a gross value

of PLN 59.5 million (£12 million), with revenues

linked to inflation.

Emitel has also been working on the

development and commercial implementation

of new technology to deliver dynamic

advertisement insertion (DAI) which enables

the delivery of targeted advertising which is

adapted to the viewer. Proof of concept trials

were completed in partnership with the Warsaw

Stock Exchange. Commercial launch is planned

for later in 2024.

A further illustration of its forward-looking

approach has seen Emitel partner with

IS-Wireless to create a 5G campus network at

Bialystok University of Technology, the first of

its kind in Poland. As part of this initiative, Emitel

provided the distributed antenna system (DAS)

to this innovative network. 5G networks operate

at high frequencies and require advanced levels

of design and implementation. It is believed that

the creation and operation of the network will

also educate future 6G specialists working at

the University.

Outlook

Demand for data and Digital Infrastructure in

Poland remains strong and was supported by

continued growth in GDP during the year. Emitel

remains well positioned to benefit from these

positive trends in Poland.

Krynica Morska Mast, Krynica

Morska, Poland.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 25

Review of portfolio companies continued

Financial performance

CRA had a strong performance for the year.

Revenue for the 12 months to 31March2024

increased by 10.7% to CZK2.5billion

(£89.0million at average exchange rates

for the year) and EBITDA increased 8.8%

to CZK1.3billion (£44.9million at average

exchange rates for the year).

The revenue performance was driven by

double-digit growth in the data centre,

cloud and IoT business lines, assisted by

the acquisition of Cloud4com in Q1 2024.

EBITDA performance was driven by strong

performance across all business units

and effective control of costs, particularly

personnel and energy costs, the latter of

which were hedged in advance to protect the

business against the increase in wholesale

energy prices seen in the period.

In January 2024, CRA completed the acquisition

CRA

Miloš Mastník

Chief Executive Officer, České Radiokomunikace

of Cloud4com, a leading cloud services

provider in the Czech Republic (acquired for

CZK870million, £30.6million), and DC Lužice, a

Tier III data centre (acquired for CZK130million,

£4.4million). A further potential payment of up to

CZK485million (£17million) is payable subject to

Cloud4com’s EBITDA for 2024.

The acquisition of these businesses, all funded

by organic cash flow at CRA, substantially

increases the data centre and cloud proportion

of CRA’s revenue mix and marks an important

step in CRA’s continued growth in the Czech

data centre and cloud services markets.

On a pro-forma basis for 2023, CRA’s broadcast

revenues would have accounted for less than

50% of the company’s overall revenues. This will

inevitably reduce further as CRA’s data centre

and other businesses expand at a faster rate than

the growth in the broadcast business.

CRA also saw continued demand for its existing

DC capacity, as measured in racks occupied

(+33%) and power (+92%). This reflects the

acquisition of DC Lužice and the completion

of DC Cukrák, together with robust demand

dynamics from new and existing customers.

Cash balances reduced to CZK352 million

(£11.9million) at 31March2024 from

CZK1.3billion a year earlier. This reduction

reflected strong cash generation through the

year, offset by the acquisitions mentioned

above, and the distribution made to the

Company in December2023.

Third-party bank debt increased slightly to

CZK4.1billion (£137.0million). Interest on the

bank debt is 100% hedged until the second half

of 2025 when the loan falls due. As measured

as a multiple of EBITDA, CRA’s net debt is 3.0x

unaudited financial year EBITDA.

The Investment Manager and CRA have begun

work on refinancing CRA’s senior debt facilities,

which extend until mid-2025.

Interest on shareholder loan capitalised during the period.

Cukrák Television Tower, Jiloviste,

Czech Republic.

£305.9m

Original cost

£389.1m

Value at 1 April 2023

£51.6m

Unrealised value gain in the year

£385.9m

Value at 31 March 2024

£1.9m

Further investment by the Company in the year

£(37.3)m

Unrealised foreign exchange

loss in the year

£(19.4)m

Distributions paid to the Company

in the year

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 26

Review of portfolio companies continued

Operations

Planning work continues on the construction

of the Zbraslav data centre on the outskirts of

Prague. This 26MW data centre will be built on a

former AM radio mast site wholly owned by CRA.

CRA successfully bid for and won the spectrum

tender which will enable the launch of one

national commercial DAB network and seven

regional networks, including Prague. The

company will install DAB transmitters during

2024 and expects to conclude agreements

with existing FM radio clients (representing

additional incremental revenues) which are

expected to commence in 2025. CRA also

increased available spectrum through the

acquisition of Prague Digital in January 2024.

In July 2023, CRA signed a new 15-year

contract with T-Mobile, in which extra revenues

are expected to be earned from leasing further

towers to T-Mobile that were not in scope of the

previous contract.

In Q1 2024, CRA signed a new five-year

contract with blue chip US content provider,

Warner Bros Discovery, to broadcast

free-to-air Warner Bros content in DVB-T2.

In line with power planning for the new data

centre, CRA has committed to 100% of its power

requirement coming from renewable sources

within the next five years; as at 31March2024

68% of the company’s electricity use came from

renewable sources.

Outlook

Inflation in the Czech Republic in 2023 was

10.7%. For those revenue contracts with inflation

escalation built in, this will typically take effect

from 1 January 2024. Over 66% of CRA’s

revenue has either full or partial inflation linkage

(excluding Cloud4com).

iz˘kov Television Tower, Prague,

Czech Republic.

The date centre and cloud businesses, now

strengthened by the addition of Cloud4com

and DC Lužice, are expected to continue to

grow revenues and EBITDA as vacant space is

utilised and a higher volume of cloud services

are sold. The ‘stickiness’ of data centre and

cloud contracts with customers is one of the key

attractions of this business unit to CRA.

The addition of the Warner Bros TV broadcast

contract, following on from new broadcast

contracts with US content provider AMC,

Swedish shopping channel Topmerch and

local broadcaster the A11 group will also

support stronger broadcast revenues during

the coming year.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 27

Speed Fibre is a leading open access fibre

infrastructure provider based in Ireland.

The acquisition of Speed Fibre from the

Irish Infrastructure Fund was agreed in

August2023 for a total enterprise value of

€190.5 million (£164.6million). The equity

consideration of €97.2 million (£83.9million)

was funded by €67.6million (£58.4 million)

in cash and €29.6million (£25.5million) through

a vendor loan note with an initial interest rate of

6% and a maturity of four years. The acquisition

completed in October2023.

Speed Fibre is the fourth Digital Infrastructure

asset acquired by the Company since its

launch in 2021 and is consistent with its

investment strategy of buying cash flow

generating platforms capable of growth under

its Buy, Build & Grow model. The acquisition

further diversifies the Company’s portfolio on

a sub-sector and geographic basis.

Financial performance

Speed Fibre performed well in its financial year

to 31 December 2023. Revenues increased by

3.8% to €78.6 million (£68.4million at average

exchange rates for the year) and EBITDA

increased 5.0% to €23.8 million (£20.7million

at average exchange rates for the year).

Revenue growth was driven by higher recurring

revenues from fibre and wireless sales and

lower than expected churn. EBITDA growth was

affected by higher than expected maintenance

costs and the passthrough of power costs on

some contracts at low or no margin.

At 31 March 2024, Speed Fibre had €6.1million

of cash (£5.2 million) and gross debt of

€116.0million (£98.8 million) comprising a

term loan of €100 million and drawn RCF of

€16.0million, both due for repayment in 2029.

The interest on Speed Fibre’s term loan is

85% fixed and the interest on the RCF is all

floating rate.

Operations

Speed Fibre continues to deploy growth capital

expenditure in the form of building out fibre

networks and connecting new customers.

These connections form the greater part of

the annual growth capital expenditure of

€17.9million (£15.4 million) deployed by the

company.

During the year, Speed Fibre completed the

upgrade of its DWDM software, technology

that increases the usable bandwidth of fibre

networks. The company also continues to

build out connections to Dublin business parks

adjacent to Dublin airport.

Speed Fibre

(acquired October 2023)

Peter McCarthy

Chief Executive Officer, Speed Fibre Group

£58.4m

Original cost

£(0.7)m

Vendor Loan Note interest paid and accrued

in the year

£3.9m

Unrealised value gain in the year

£(0.8)m

Unrealised foreign exchange

loss in the year

£60.8m

Value at 31 March 2024

Including €5.6 million (£4.8 million) of accrued deferred

consideration and reported net of £25.5 million Vendor

Loan Note.

Review of portfolio companies continued

Network Operations Centre,

Limerick, Ireland.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 28

National backhaul and

proprietary networks

36%

Aggregation platform (Verax)

Retail high bandwidth

33%

Concession Metropolitan

Area Network (MANs)

22%

% of Speed Fibre revenue for financial year ended 31 December 2023

1,400km

Fibre infrastructure

4,000

Leased backhaul

links

ISPs

8,862

Total customers

92 MANs

94 Cities

200km

Owned/proprietary

fibre network

˜2.0m

Premises can

be connected

6,771

B2B customers

103

Domestic and

international customer

309

High sites

20,000

Verax customers

2,091

B2C customers

About Speed Fibre

Speed Fibre operates 5,400 kilometres of

owned and leased fibre and wireless backhaul

across Ireland, on which it provides dark fibre,

wavelength and ethernet services to a mix of

carriers, internet service providers, corporate

customers, and the government. The business

is also well-positioned to serve Ireland’s growing

data centre sector, which is expected to be the

fastest growing hyperscale data centre market

in Western Europe over the next six years. While

primarily a backbone provider, Speed Fibre’s

subsidiary, Magnet Plus, provides connection

and service to approximately 10,000 business

and retail customers in Ireland.

Speed Fibre has a strong ESG and sustainability

focus, earning a 5-star rating from GRESB, an

independent organisation providing validated

ESG performance data, and is targeting net

zero carbon emissions by 2040.

Outlook

Speed Fibre is a national digital network in a

strategically located market. The management

team has demonstrated a track record of

operational success, attracting blue chip

clients that include Vodafone, AT&T, Three

and Verizon. Strong recurring revenues give

visibility over future performance, and support a

strong platform from which to invest in accretive

strategic organic and inorganic opportunities.

Review of portfolio companies continued

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 29

Review of portfolio companies continued

Financial performance

During the year, Hudson saw revenue increase

by 8.5% to $22.3million (£17.7million at average

exchange rates for the year) and EBITDA

loss reduce by 17% to $(4.4)million (loss of

£3.5million at average exchange rates for the

year). The reduced loss was a result of the

cost control and operational improvements

implemented by Atul Roy as Interim CEO.

Shortly after the year end, Hudson signed a

contract with a leading US IT services provider

for 120kW of power. Once fully deployed, this is

expected to increase capacity utilisation of the

sixth floor to 475kW, up 36% since March2023.

In total, space utilisation is now at 61% of the

fifth and sixth floors. Other contract wins in the

year have included blue-chip customers such

as a major US mobile operator and a leading

provider of advance network communications.

The fifth floor remains fully occupied by the

anchor tenant.

Notwithstanding these wins, the pace of new

sales has continued to be slower than the

Investment Manager had anticipated. In order

to improve business flexibility, Hudson has

negotiated with the landlord of 60 Hudson Street

to give up the call options on the seventh and

eighth floors for which it was previously paying.

Due to the proximity of the operations to these

floors and the advantageous ownership and

control of critical power supply exercised by

Hudson, management consider it unlikely that

the space will be taken by an alternative tenant.

Management continues to market the remaining

space and power to interested potential

customers, and is in early discussions with

counterparties which would be able to take a

considerable portion of the free space.

Operations

The team continue to explore the potential

benefits of technological improvements and

upgrades to Hudson, together with other

innovative strategic solutions to increase

the attractiveness of the offering to potential

tenants. The team is now increasingly active

in the market, with a campaign to target

customers in the financial and AI-driven

sectors where low-latency interconnection

and colocation are required.

Outlook

Hudson remains an attractive opportunity for

growth. While the space is 61% utilised, power

utilisation is at 43%. The business has no

requirement for upfront investment without new

contracts having been signed. The Investment

Manager confirms its view, given in the Interim

Report, that Hudson is unlikely to show positive

EBITDA in the next twelve months.

Hudson

Atul Roy

Interim Chief Executive Officer, Hudson

£55.8m

Original cost

£57.0m

Value at 1 April 2023

£4.9m

Further investment by the Company

in the year

£(18.4)m

Unrealised value loss in the year

£(1.2)m

Unrealised foreign exchange

loss in the year

£42.3m

Value at 31 March 2024

60 Hudson Street, New York.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 30

Review of portfolio companies continued

Norkring AS

(acquired January 2024)

The Company acquired Norkring for €6.1 million

(£5.2 million) in January 2024. Norkring is a tower

business located in the Flemish speaking part of

Belgium, and operates 25 communication and

broadcast towers. Of these, eight are owned

freehold and 17 are leased. Norkring is also the

holder of two DAB broadcast licences and one

digital terrestrial television multiplex licence.

This small business is EBITDA positive.

Norkring is of most interest to the Company and

its portfolio due to its participation in trials as part

of a consortium using 5G broadcast technology,

which are partially funded and supported by the

Flemish government. 5G broadcast technology

opens the potential to offer additional services to

broadcasters and mobile operators to meet the

growing demand for watching video content on

the move. Video content already drives the most

traffic on public mobile networks, accounting for

around two-thirds of overall global mobile data

consumption.

Sint-Pieters-Leeuw Transmission

Tower, Sint-Pieters-Leeuw, Belgium.

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Strategic report Governance Financial statements Additional informationIntroduction 31

Pipeline

At 31March2024, the Company and its

subsidiaries had aggregate liquid resources of

£167.7million.

The Company’s pipeline of investment

opportunities is weighted toward Western

and Northern Europe in geographic terms.

Interconnect and edge data centres,

including those aimed at customers

redeploying in edge data centres from the

cloud (boomerang cloud) remain key target

areas, with other multi-asset plays being

assessed by the Investment Manager.

The Company retains its focus on the

mid-market, where the Investment Manager

judges that seller expectations on value are

now becoming more realistic compared to

the large cap private and public markets.

Current opportunities

>£3.3bn

Pipeline by sub-sector(%)Pipeline by geography(%)

1. UK 12%

2. Mainland Europe 68%

3. North America 20%

1. Mobile telecommunications 9%

2. Broadcast towers 5%

3. Fibre-optic networks 18%

4. Data centres (DCs) 45%

5. Multi-asset 23%

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 32

Environmental, social and governance (ESG)

“As a sector, Digital Infrastructure

generates significant

socioeconomic benefits.

Assets, however, must be

managed responsibly. To that

end, we are pleased to report

that, as the Company’s own

asset base has grown, the focus

on greater efficiency and the

integration of renewable energy

has yielded positive results in the

path towards a net zero economy

and the creation of sustainable

digital networks.

Taking a further step to enhance

its transparency, the Company

will be publishing its inaugural

Responsible Investment Report,

with more detailed disclosures

regarding the Company and

its assets. Key highlights are

included within this report.”

Lori Trotter

Head of ESG, Investment Manager

68% 

2022: 58%

Renewable energy

consumption

2,480 MWh 

2022: 336 MWh

Renewable energy

produced

75.9 

2022: 131.7

GHG emission intensity

Scope 1 & 2

(Metric tons (t) CO

e/£m revenue)

40%

have targets

40%

setting targets

2022: 67%

Portfolio companies with

renewable energy targets

Note: sustainability data from the portfolio companies

represents calendar year data for the period

1January2023 – 31 December 2023.

The figure for the previous period 2022 has been

presented in line with the methodology used for the

presentation of the current year’s renewable energy

percentage figure.

The portfolio companies’ GHG emissions are attributed

to the Company using the PCAF’s Global GHG

Accounting and Reporting Standard for the Financial

Industry. For the full ESG data reporting methodology,

please see the Company’s Responsible Investment

Report, available on the Company’s website.

As at 31 March 2023, 2/3 portfolio assets had set

renewable energy targets. As at 31 March 2024 2/5

portfolio assets had set renewable energy targets and

2/5 portfolio assets are in progress on setting renewable

energy targets.

Introduction

Digital Infrastructure plays an essential role in

the functioning of modern society. The sector

and its sub-sectors have been identified as

being crucial to facilitating the attainment

of three quarters of the UN’s Sustainable

Development Goals.

Both the Company and the Investment Manager

are aware that the attainment of the positive

benefits of Digital Infrastructure need to be

rationalised against the environmental impact

of the sector. The increase in demand for

data and storage, and consequently energy

and water, driven in part by developments

such as artificial intelligence, highlight the

need for sustainability to be ingrained in the

sector. The Company seeks to balance these

considerations and centres its approach

on mitigating the environmental and climate

implications of its activities.

The Company also believes that modern

broadcast technology is the most sustainably

efficient method of delivering large volumes of

video content to large numbers of consumers

and undoubtedly the most socially inclusive.

The Company, by promoting a more

sustainable approach at the network, asset

and operational levels, seeks to maximise

the net positive socioeconomic benefit while

supporting climate action. During the calendar

year, the portfolio made continued progress to

increasing renewable energy as a percentage

of total energy consumption, increasing from

58% to 68%.

The Company recognises that the importance of

promoting environmentally conscious operations

and the effective management of material ESG

factors are tied to its long-term success. The

Company and Investment Manager aim to

integrate these considerations throughout the

investment strategy and management.

The Board is responsible for overseeing the

Company, its activities, and its investments,

which includes the responsible investment

strategy and its application. The day-to-day

management and implementation of the

Company’s responsible investment policy

and associated practices and procedures is

conducted by the Investment Manager.

The Company adheres to a tailored responsible

investment policy. This policy, in addition to the

Investment Manager’s overarching responsible

investment approach and practices, are then

applied to the Company. The Company seeks

to align the actions of its portfolio with the aim of

net zero objectives.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 33

Climate focus

The Company and the Investment Manager

place emphasis on climate-related

considerations and the aim of decarbonisation

within the wider responsible investment strategy.

The Investment Manager engages with the

Company’s portfolio assets on environmental

measures, which have made continued

progress in reducing their climate impact.

During the period, the Investment Manager

began the process of establishing a net zero

methodology with the aim of setting net zero

targets for the Company.

Renewable energy and emissions

A key lever for the Board and the Investment

Manager to achieve this is the promotion of

integrating renewable energy. Emitel and CRA

have both set renewable energy commitments,

and during the period met or made progress

towards achieving them. Emitel, which is

committed to purchasing a minimum of 63%

certified renewable energy, achieved 88% of its

energy being sourced renewably. Renewable

electricity as a percentage of total electricity

was 91%. CRA continued to make progress

towards its target of attaining 100% renewable

electricity, improving from 46% in 2022 to

68%, with renewable energy consumed being

62% of total energy. Speed Fibre during the

year achieved 89% electricity from renewable

sources, with 70% of energy being sourced

renewably.

The Company’s strategy is to target the

largest source of its emissions, purchased

electricity (Scope 2 GHG emissions), to

promote alignment with its net zero aims.

The increase in portfolio renewable energy

consumption has supported a net 12%

decrease in reported total Scope 1 and 2

emissions of the portfolio. Emitel and CRA’s

continued progress is resulting in emissions

decreases of 16% and 39% respectively.

Speed Fibre initated purchasing renewable

energy as a way to decrease total Scope 1 and 2

GHG emissions.

Key climate initiatives

In addition to purchasing renewable energy,

several portfolio companies have renewable

energy production initiatives. Emitel, having

piloted onsite solar photovoltaic panels (PV)

at several locations has expanded this across

its portfolio, producing 2,480 MWh. CRA

has also piloted onsite solar PV and has

investigated repurposing decommissioned

brownfield tower sites into solar PV installations.

SpeedFibre is currently in the process of setting

its Net-Zero pathway.

Investment Manager

For the third year in a row, the Investment

Manager will be verifying and offsetting its

emissions associated with operations.

The verification and offsetting will cover

Scope1, 2 and select Scope 3 categories

associated with operations of the Investment

Manager, such as flights. The Investment

Manager will publish its verified and offset

emissions once finalised.

Environmental, social and governance (ESG) continued

SDG alignment – climate focus

Sustainability overview

Positive external impacts

Specific SDG targets Our actions

9.1

9.4

9.c

The Company promotes updating and developing

Digital Infrastructure to make it more resilient, promoting

inclusive and sustainable industrialisation and fostering

innovation.

Positive internal impacts

Specific SDG targets Our actions

7.2

7.3

The Company aims for portfolio companies to adopt

energy efficient measures and practices and targets the

increased adoption of renewable energy sources into

the energy supply mix.

13.1

13.2

In addition to the measures to reduce GHG emissions,

the Company and the Investment Manager support

portfolio companies in measuring GHG emissions

and, where needed, seeks to implement adaptation

measures.

Sustainability guiding principles

The Company’s responsible investment strategy centres on the promotion of three ‘guiding principles’, specifically tailored to the sector – focusing on

climate change impact.

1. The need to reduce the carbon footprint of the digital economy,

predominantly focusing on;

a. Enabling efficient network design

The Company’s underlying broadcast assets have the lowest energy

consumption,and significantly lower GHG emissions, compared to

other methods of content distribution.

2. The need to reduce the carbon footprint of society, through enhanced

communications and connectivity, such as the application of

technologies to develop more sustainable cities

b. Integrating renewable energy, where possible targeting 100%

renewable energy

During the period, the portfolio increased renewable energy as a total

percentage from 58% last year (using same methodology as 2023) to 68%.

3. The need to better connect underserved businesses and households

to the digital economy, supporting enhanced opportunity and

economic activity

c. Energy efficiency at the network component level

Supporting portfolio companies to repurpose existing facilities and

improve efficiency of data centres.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 34

Last year, Emitel developed and implemented

a number of advanced Smart City projects,

such as innovative meter reading using IoT

applications, in several cities across Poland.

In 2023, Emitel set its sights on Ostrow

Wielkopolski as the latest city for its Smart City

projects. Emitel implemented a state-of-the-art

IoT solution and built a comprehensive system

for monitoring 1,000 parking spaces. An IT

system to manage this solution is part of the

project, enabling integration with other systems

(e.g. dedicated parking applications).

Emitel’s Smart City solutions that have been

developed and implemented can facilitate the

avoidance of estimated GHG emissions of 355kg

tCOe/1 year/1 parking space.

“Another Smart City on the map of Poland

makes us extremely happy as Smart City

service providers and citizens, for whom

such services are finally available. We are

convinced that the implementation of the

Smart City concept can bring tangible benefits

to citizens, public administration units and

private enterprises and at the same time we

are proud that Emitel’s solutions significantly

contribute to the development of Smart Cities

in Poland.”

Piotr Guziewicz

Director of the Network Planning and Service

Development Department, Emitel S.A.

Environmental, social and governance (ESG) continuedEnvironmental, social and governance (ESG) continued

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 35

Responsible investing approach framed by internationally recognised standards

UN Principles for Responsible Investment Adopted best practice

— In 2008, the Investment Manager became a

signatory of the UN PRI – publicly committing

to implementing a global standard for

managing investments with sustainability

in mind.

— As a signatory, the Investment Manager

aims to work towards contributing to a more

financial system.

Environmental, social and governance (ESG) continued

Responsible investment approach

The Investment Manager became a signatory

to the UN Principles for Responsible Investment

in 2008 and has since continued to leverage

and support best practice frameworks. This

includes the support of the Task Force on

Climate-related Financial Disclosures

(TCFD)and, more recently, the Task Force on

Nature-related Financial Disclosures (TNFD).

Responsible investment and sustainability

considerations are key components to the

investment strategy. The Investment Manager

applies the Company’s responsible investment

policy and its own digital infrastructure tailored

practices from the outset of an investment.

The approach implemented by the Company

combines concepts of responsible investment.

ESG risk and opportunity management

ESG factor consideration is a core component

of prudent risk management and value creation

opportunities. A systematic but flexible

approach is used to identify and assess

material risks and opportunities, tailored

to the realities of the stage, size, location of

investments. The ESG process runs in tandem

with traditional investment procedures,

leveraging the operational expertise of the

Investment Manager’s sector specialists.

Impact lens

The Company seeks to select companies

where investment and active engagement

can intentionally generate measurable social

and/or environmental outcomes. The Company

aims to support the generation of positive

impact that contributes towards selected

sustainable development goals (SDGs).

An assessment of material ESG-related

risks, opportunities and an impact lens are

embedded into all stages the investment

process and portfolio management by the

Investment Manager. The Investment Manager

seeks to identify risks prior to investment and

gaps in sustainability approaches and leverage

the experience of its dedicated ESG and Impact

Team and operational executives to implement

tailored action plans to mitigate risks, promote

improved climate performance, suitable large

company best practice and capitalise on

opportunities.

Active and collaborative engagement

The Company views active engagement as

a vital component of the investment process,

as well as the medium through which it can

seek to improve investee company practices

based on specific objectives (whether financial,

operational and/or ESG). The Company has

regularly engaged with investee companies

on matters that have a material impact on

the long-term, including in the realm of ESG.

Engagement with portfolio companies helps

to ensure ESG risks are managed within the

framework of the Investment Manager’s ESG

principles and standards.

Portfolio indicators

Sustainability overview

Sustainability characteristics

Emitel CRA

Speed

Fibre Hudson Norkring

Sustainability policy Yes Yes Yes Yes In progress

Sustainability targets Yes Yes In progress In progress In progress

Measurement of sustainability indicators Yes Yes Yes Yes Yes

Dedicated sustainability report Yes Yes Yes No No

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 36

Environmental, social and governance (ESG) continued

Responsible investment policy

The Company’s dedicated responsible

investment policy and other sustainability

disclosures are available on the Company’s

website: www.cordiantdigitaltrust.com.

To read the Investment Manager’s

responsible investment policy and for further

information on the Investment Manager’s

responsible investment practice, go to:

www.cordiantdigitaltrust .c om/esg-impact.

Data collection and reporting

The portfolio companies collect sustainability

data on a calendar year basis. The sustainability

data within this report reflects the period

1January2023 – 31 December 2023 and has

been noted throughout. Some data has been

recalculated, based on additional information

being presented to the Investment Manager.

Where this is the case, it has been noted. Further

information for the data and the methodology

used can be found in the Company’s

Responsible Investment Report.

Responsible Investment Report

The Company for the first time in 2024 will

publish a voluntary standalone annual

Responsible Investment Report for the

period. The report will provide detailed

information on the Company’s and Investment

Manager’s consideration and integration of

responsible investment practices for the digital

infrastructure sector. In addition, the report

will include information on the Company’s

ESG performance, case studies and its

sustainability-related disclosures. It will be

published on the Company’s website.

TCFD

The Company and Investment Manager are

supporters of TCFD and voluntarily disclose

against and implement its recommendations.

2024 is the Company’s second year of reporting

against TCFD and has sought to build upon

its previous disclosure. The Company’s TCFD

disclosure is published in its Responsible

Investment Report, available on the Company’s

website. The Company’s TCFD disclosure is not

subject to the ‘comply or explain’ requirements

of the Listing Rules.

Sustainable Finance Disclosure Regulation

(SFDR)

The Company has been designated an Article

8 financial product. Through the combination

of implementing the Company’s responsible

investment policy and the approach taken to

promote the guiding principles for the sector,

particularly reduce climate impact,

the Company promotes environmental

and social characteristics. The Company’s

sustainability-related disclosure is

published in its responsible investment

report. This is available on the Company’s

website, along with the Company’s other

sustainability-related disclosures.

Energy consumption

Asset

Energy

consumption

(MWh)

Renewable

energy

Emitel 81,451 88%

CRA 49,332 62%

Speed Fibre 4,596 70%

Hudson 16,245 0%

Norkring 4,160 0%

Total 155,784 68%

2022 149,034 58%

GHG emissions

Asset

Scope 1

(tonnes CO

Scope 2

(tonnes CO

GHG emissions intensity

(Scope 1 & 2)

(tonnes CO

e/£m revenue)

Emitel 2,943 6,009 78.7

CRA 1,024 5,783 77.6

Speed Fibre 197 249 6.0

Hudson 7 6,018 337.7

Norkring 37 600 80.2

Total 4,208 18,660 75.9

2022 3,002 22,938 131.7

Note: sustainability data from the portfolio companies reflects calendar year data, for the period 1 January 2023 – 31 December 2023.

Total energy includes fleet fuel consumption.

The figure for the previous period 2022 has been presented in line with the methodology used for the presentation of the current year’s renewable energy percentage figure.

The portfolio companies’ GHG emissions are attributed to the Company using the PCAF’s Global GHG Accounting and Reporting Standard for the Financial Industry. The portfolio

companies’ GHG emissions are attributed to the Company using the PCAF’s Global GHG Accounting and Reporting Standard for the Financial Industry. For the full ESG data

reporting methodology, please see the Company’s ESG Report, available on the Company’s website. Scope 2 emissions are market-based Scope 2 emissions.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 37

Section 172 statement

The Company’s stakeholders and the long-term consequences

of any decision are taken into consideration by the Board when

making that decision. Its decision making is guided by the

Company’s purpose: to generate attractive risk-adjusted returns

in a sustainable and responsible manner taking into account

our stakeholders. In performing their duties during the year, the

Directors have had regard to the matters set out in section 172(1)

(a)-(f) of the Companies Act 2006. The following disclosures

set out how the Directors have had regard to these matters and

form the directors’ statement required under section 414CZA

of the Act. While Section 172 applies directly to UK domiciled

companies, the AIC Code requires that the matters set out in

Section 172 are reported on by all companies that are subject to

the Code, irrespective of domicile.

Key decisions in the year to 31 March 2024

Decision

Stakeholders considered as part of decision making:

Deployment of capital through acquisitions

In August 2023, the Board approved the acquisition of Speed

Fibre, which subsequently completed in October 2023. This

acquisition aligns with Company’s investment strategy and

further diversifies its porfolio by geography and asset class.

Market updates about the transaction were released though

RNS announcements and presentations made to institutional

shareholders and analysts.

Dividend policy

In November 2023, the Board confirmed the Company’s dividend

target of 4.0p for the year ended 31 March 2024. This target has

been achieved in advance of the indicative level set out at the

time of the Company’s IPO in 2021. The Board remains committed

to the Company’s progressive dividend policy as shown by

its decision after the year end to increase the second interim

dividend for the year ended 31 March 2024 to 2.2 pence per

share, payable on 19 July 2024.

Share buybacks

During the year, the Company’s share price has continued to

trade below NAV. The Board has continued to monitor this and

believes it is a consequence of macroeconomic factors. The

Board believes it is in the best interests of shareholders to deploy

available capital in support of the Company’s Buy, Build & Grow

model but during the year it has also approved share buybacks

under the £20 million discretionary facility announced in

February 2023.

Publication of a standalone Responsible Investment Report

The Board and the Investment Manager have been pleased with

the strength of the competencies of the Company’s portfolio

companies in operating responsibly and sustainably. During

the year, the Board approved the preparation of the Company’s

inaugural Responsible Investment Report, to highlight the strong

progress made by its portfolio companies in ESG performance.

The Company expects portfolio companies to continue on

this trajectory, and will continue to publish this report on an

annual basis.

Shareholders

The environment

Investment Manager

Service providers

Communities

Governments and regulatory bodies

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 38

Stakeholder engagement

Key stakeholders identified

The Company has identified its key stakeholders as those

below. As a closed ended investment trust, the Company has no

employees and the Board has delegated many of its activities to

the Investment Manager and other service providers.

Shareholders – the Directors regularly engage with the

Company’s shareholders. The Chairman offers to meet

shareholders on matters such as the Company’s financial results,

strategy and governance and the other non-executive directors

are also available to meet with shareholders as appropriate,

including at the AGM. The Board is regularly briefed on and

considers feedback received from shareholders and analysts.

The Company’s website is also regularly updated and contains

comprehensive information on its activities for shareholders

and other stakeholders. Representatives from the Investment

Manager, including senior executives and members of the

ESG team, engage directly with investors throughout the

year to maintain and improve relationships. In addition, there

are opportunities for investors and analysts to meet with the

management of the portfolio companies.

The environment – the demand for connectivity and data is

continuing to grow, increasing the need for energy intensive

Digital Infrastructure. While Digital Infrastructure brings

sustainability benefits by facilitating remote working and

providing efficient methods of delivering large volumes of data to

large populations, the Board and the Investment Manager

are aware of the impact of the digital sector on the environment,

particularly from data centre assets, and seek to mitigate

the environmental impact of the Company and its portfolio

companies by promoting a sustainable approach at the network,

asset and operational level.

Investment Manager – the Board engages with the Investment

Manager and other service providers in an open and constructive

manner. While the Company does not have any employees,

through the Board it has delegated certain functions to the

Investment Manager in accordance with the Investment

Management Agreement. There is regular formal and informal

engagement between the Investment Manager and the Board

and with individual directors as necessary. The performance of

the Investment Manager is considered at least annually by the

Management Engagement Committee and reported to the Board.

Service providers – as it has with the Investment Manager, the

Company has delegated to or relies on external service providers

in order to carry on its business activities. These include the

Company Secretary and Administrator, its corporate brokers

and other professional advisors and consultants. As with the

Investment Manager there is the opportunity to engage with

these parties during the period. The performance of certain key

advisors is also considered by the Management Engagement

Committee at least annually and reported to the Board.

Communities – the Company takes responsible investment

seriously. Generating positive community and societal impact

through investment has been a central pillar of the Company’s

and Investment Managers’ approach. Further information on the

positive impact created through the Company’s activities can be

found in the Company’s Responsible Investment Report, which

will be available on the Company’s website.

Government and regulatory agencies – the Company undertakes

its activities with the aim of being in full compliance with all

relevant laws and regulations. The legal, compliance and

investment professionals within the Investment Manager and the

Company’s other service providers ensure as far as practicable

that appropriate working relationships are maintained with

governmental bodies and regulators in the geographies that have

jurisdiction over the Company and its portfolio companies. The

Investment Manager is a member of and/or signatory to a number

of internationally recognised networks, as described within the

ESG section of the report on pages 33 to 37.

“The Company’s purpose – to generate

attractive risk-adjusted returns in a

sustainable and responsible manner taking

into account our stakeholders – underpins the

decisions that the Board make.”

Shonaid Jemmett-Page

Chairman

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 39

Stakeholder engagement continued

We strive to create value for

our stakeholders and their

interests have influenced

decision making by the Board.

Shareholders The environment Investment Manager

What is important to them

— Meeting and, where possible, exceeding our

announced objective of a total return of 9%

over the longer term

— The Company’s share price and its NAV

— Meeting shareholder ESG requirements for

their investee companies

— Regular and transparent disclosure together

with other engagement where appropriate

— Climate change and the associated meteorological effects

— An energy transition to a cleaner, more accessible and

efficient model that is still reliable

— Protecting biodiversity

— Sustainable urban development

— Alignment with the Board on the Company’s

purpose and the strategy for its delivery

— Regular feedback from the Board on

the Investment Manager’s activities and

performance

Ways we are engaging

— The release of Annual and Interim Reports

— Investor and analyst presentations post

reporting and following material transactions

— RNS announcements

— Meetings between Board members and/or

representatives of the Investment Manager

and institutional investors in order to discuss

performance, strategy and ESG matters

— Engaging throughout the period with portfolio companies

on environmental management, aims and oversight, with

particular attention to climate-related considerations. Topics

including but not limited to, renewable energy, energy

efficiency and site repurposing

— Annual monitoring of sustainability KPIs, performance, and

adherence to ESG action plans

— Assessment of prospective investments exposure to and

management of environmental risks

— Each year the Management Engagement

Committee receives a report on the

performance of the Investment Manager,

that is prepared by the Administrator and

includes input from the Company’s brokers,

following which feedback is provided to the

Investment Manager

Example outcomes

— Following the release of the Company’s

Annual Report 2023, the Chairman offered to

meet the Company’s largest investors

— During the year the Chairman, Senior

Independent Director and other Directors

met a number of shareholders through this or

other initiatives

— In April 2023 the Company hosted its first

Capital Markets Day, which was held at

the London Stock Exchange and in March

2024 an event was held for analysts and

institutional shareholders

— Presentations for analysts and shareholders

were held following the release of the Annual

and Interim Reports, on 24 August 2023

following the acquisition of Speed Fibre and

on 14 March 2024 following the release of the

Trading Update

— Where appropriate, the Company, has

released both RNS and RNS Reach

announcements to provide additional

disclosure of non-material matters to market

participants

— Briefing and provision of feedback at portfolio company

board meetings and/or engagement with portfolio companies

on environmental initiatives - focus on renewable energy

procurement

— Continued effort throughout the period by portfolio companies

to reduce their climate impact

— Assessment of environmental management systems,

procedures and initiatives of Speed Fibre and Norkring and

prospective investments screened during the period

— Portfolio companies CRA and Emitel both provide Smart City

solutions that generate positive environmental impacts, and

contribute to the creation of more sustainable cities

— All portfolio companies disclosed sustainability indicators,

which were reviewed by the Investment Manager, through the

Investment Manager’s Annual Monitoring Questionnaire

— Portfolio companies CRA and Emitel, due to their scale and

operations, continued to monitor and mitigate against impacts

to biodiversity and wildlife across their sites

— Following consideration by the Management

Engagement Committee, the Investment

Manager has been invited to participate

in the annual Board evaluation process

to provide feedback on the Board and

individual Directors with the Directors also

providing feedback on the senior members

of the Investment Manager’s team

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 40

Stakeholder engagement continued

We strive to create value for

our stakeholders and their

interests have influenced

decision making by the Board.

Service providers Communities Regulatory bodies and government

What is important to them

— Clear and timely instructions

— Prompt and considered feedback on

performance

— Payment for services in accordance with

the individual service provider’s terms and

conditions of engagement

— Create positive impacts within communities in the areas

surrounding operations

— Avoid, and where possible mitigate, all negative impacts

associated with operations to surrounding communities

— Compliance with our legal and regulatory

obligations

— Where appropriate early engagement with

the relevent regulator in order to allow for

consultation and time for the regulator to

consider the matter and respond

— Participation in public consultations or other

dialogue in relation to proposed changes to

legislation to provide a market perspective

Ways we are engaging

— Each year the Management Engagement

Committee receives feedback on the

performance of the Company’s key advisors,

following which feedback is provided to

that advisor as appropriate

— Emitel, CRA and Speed Fibre are involved in philanthropic

endeavours, and actively engage with local communities and

support community activities

— Emitel, CRA, Speed Fibre, Hudson and Norkring follow local

regulatory laws in regards to activities that may negatively

impact surrounding local communities

— The Company and the Investment Manager

engage directly through communication with

governmental bodies and regulators and

also via industry bodies such as the AIC

— In undertaking its activities, where necessary

the Company seeks assistance from the

relevant professional advisor, normally its

external counsel, as to the application of the

relevant law or regulation. This in turn may

require the advisor to discuss the matter with

the applicable regulator

Example outcomes

— During the year, following Management

Engagement Committee reviews, the

Investment Manager, on behalf of the

Company, commenced work on a number of

tenders in relation to advisory work carried

on by other service providers. These tenders

are expected to be completed during

2024/25

Throughout the period, portfolio companies CRA, Emitel and

Speed Fibre conducted community outreach programs, sponsored

cultural, sporting and educational projects and carried out

charitable activities – making financial and volunteering

contributions to humanitarian aid programmes, with particular

focus on supporting Ukraine during the ongoing war. For example:

— CRA provided humanitarian, technical and financial assistance to

Ukraine and its refugees. Management and employees contributed

to a variety of organisations and/or projects in aid of Ukraine

— Emitel continued to support a range of charitable and sponsorship

activities for schools, NGOs and cultural institutions. Emitel

additionally demonstrated its continued commitment in support of

Ukraine, for example, through the ‘Children of Heroes’ foundation,

which provides long-term aid to children who have lost one of

both parents due to the war in Ukraine

— SFG launched a company-wide ‘Volunteer Days’ initiative, giving

employees an opportunity to actively engage with their local

communities and local charities

— The Company and the Investment Manager

have both participated in the broader market

response to the UK’s cost disclosure regime,

including responses directly and via the

AIC and the London Stock Exchange to the

consultation by HM Treasury

— The acquisition of Speed Fibre required

consent from the Irish Department

of Environment, Climate Action &

Communications, and clearance under the

United Kingdom’s National Security and

Investment Act 2021

— The Company’s advisors regularly liaise with

the London Stock Exchange in relation to

dividend payments

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 41

Risk

management

process

Risk management

Risk identification, monitoring and review

Under the FCA’s Disclosure Guidance and Transparency Rules,

the Directors are required to identify those material risks to which

the Company is exposed and take appropriate steps to mitigate

those risks.

The Company maintains a comprehensive risk matrix, on which

are recorded the significant risks that have been identified

and that could affect the Company’s operations and those of

its subsidiaries and investments. This includes risks that were

identified in a comprehensive risk identification and assessment

process which was undertaken before the launch of the

Company, together with other risks that have been identified

since IPO.

The risk matrix is maintained by the Investment Manager and

is reviewed quarterly by the Audit Committee. It is updated

whenever a new risk is identified or when the assessment of a

previously identified risk changes.

Risk assessment

Every risk that is identified is considered by the Investment

Manager and by the Directors, with specialist third party

advice where necessary. That assessment is both qualitative

and quantitative, considering the nature of the risk and the

likelihood of it crystallising, together with the financial, legal

and/or operational consequences if it does. For each risk,

a two-part score is assigned, assessing the likelihood and

impact on a scale of 1 (low) to 5 (high). This initial assessment

is before any risk mitigation activity.

This scoring system has changed slightly since the previous

year, when the likelihood and impact of each risk was assigned a

score of high, medium or low. The change to the scoring system

was made to allow for a more rigorous and granular assessment

of each risk.

Risk management

The Board thoroughly considers the process for identifying,

evaluating and managing any significant risks faced by the

Company, including emerging risks, on an ongoing basis and

these are reported to and discussed at each Board meeting. The

Board ensures that to the extent practicable effective controls are

in place to mitigate these risks and that a satisfactory compliance

regime exists to ensure all applicable local and international laws

and regulatory obligations are met.

Whenever a new risk is identified, it is assessed and scored,

and the Audit Committee considers how best to manage the

risk. For risks whose scoring changes as a result of a review, the

Audit Committee considers whether any previously identified

mitigating factors remain appropriate and sufficient, or whether

additional controls are necessary.

There are several options for managing risks once identified.

Some risks are likely to have minimal impact and the Company

may choose simply to accept them. Some risks can be shared

with or transferred to other parties, such as by purchasing

insurance. Some risks can be avoided altogether by declining to

participate in the process which gives rise to the risk, for example

by declining to make an offer for an asset where insufficient

information is available to allow a properly informed assessment

of the returns available from it. Most risks, though, are managed

by identifying mitigating actions which can be taken, either to

minimise the probability of the risk materialising or to minimise

any impact, or both.

Having assessed the options for managing risks, and having

put in place appropriate risk mitigation measures, the risks

are reassessed using the same two-part scoring system as

before to determine a post-mitigation score. This reassessment

enables the Directors to measure the effectiveness of the risk

management measures put in place, and to identify any areas

where further measures may be required.

The Company’s assets consist primarily of investments in Digital

Infrastructure assets, with a predominant focus on data centres,

mobile telecommunications/ broadcast towers and fibre-optic

network assets. Its principal risks are therefore related to market

conditions in the Digital Infrastructure sector in general, but also the

particular circumstances of the businesses in which it is invested.

The Investment Manager seeks to mitigate these risks through

active asset management initiatives and carrying out due diligence

work on potential targets before entering into any investments.

Risk management process

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Strategic report Governance Financial statements Additional informationIntroduction 42

Risk management continued

Investment valuation

The Company’s business model, and many of the specific

principal risks identified and shown in the table, relate to the

Investment Manager’s ability to value a business appropriately.

This is relevant at several stages in acquiring and managing

an investment:

— At the initial stage of considering whether a particular target

is an attractive investment prospect, and therefore whether

to apply resources to pursuing it;

— At the offer stage, in considering at what level to pitch a bid,

setting that level high enough to be attractive to the seller

but not so high as to dilute the returns that may potentially be

achieved by the Company from the asset;

— After acquisition, in considering the performance of an

investment in delivering the Company’s target returns and

whether the investment should be retained or whether a

disposal could achieve greater shareholder value;

— When a disposal is contemplated, in determining what price

should be sought for the asset; and

— At each financial reporting date, in determining the value at

which the investment should be recognised in the Company’s

financial statements.

The Investment Manager has extensive expertise in valuing

businesses at all stages of making, holding and disposing of

investments. It has formed an Investment Committee, consisting

of six senior members of the Investment Manager’s team, which

meets whenever significant decisions are required involving

making, holding or disposing of investments. That Investment

Committee informs and makes recommendations to the Board,

and the Board has the opportunity to ask questions and seek

further information. The Company has also appointed an

independent valuation expert, which provides a reasonableness

check of the Investment Manager’s valuations at each half-

year financial reporting date, and performs a full independent

valuation at each financial year end. The key areas of risk faced

by the Company are summarised on pages 44 and 45.

Risk heat map

1 Capital markets remaining

closed to the Company

2 Insufficient capital

being available

3 Competition for assets

resulting in decreased

returns

4 Failure to achieve

investment objectives

5 Actual results being

below projections

6 Illiquidity of investments

7 Construction risk

+ New risk since the

Company’s Annual Report

2023

1 2 3 4 5

Likelihood

Impact

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 43

Principal risks and uncertainties

The risk How we mitigate risk How the risk is changing Movement in the year

1. The capital markets may remain effectively

closed to the Company for a significant

period. As a consequence, the Company

may be unable to raise new capital and

it may therefore be unable to progress

investment opportunities.

The Company has acquired a portfolio of

cash-generating assets with significant organic

growth prospects, which together are

capable of providing returns meeting

the investment objective without further

acquisitions. The Investment Manager also

continues to consider potential alternative

sources of capital, including debt and

coinvestment.

Significant discounts to NAV continue to be

evident in the current share prices of many

investment trust companies listed on the London

Stock Exchange, including the Company, and

this situation has continued to deteriorate

over the last year. Offsetting this, however,

the Company’s increased geographical and

asset diversity with the acquisitions of Speed

Fibre and Norkring is likely to increase the

attractiveness of the Company to lenders and

potential coinvestment partners.

Level

2. There is a risk that, even when the capital

markets are open, insufficient numbers

of investors are prepared to invest new

capital, or that investors are unwilling to

invest sufficient new capital, to enable

the Company to achieve its investment

objectives.

The Company has established a track record

of successful investments, which together

are capable of providing returns meeting

the investment objective without further

acquisitions. The Investment Manager has deep

sector knowledge and investment expertise and

is well-known and respected in the market.

The continuing poor equity market conditions

in the investment trust sector give rise to

uncertainty. It is not possible to predict when

market conditions might improve.

New

3. The Company may lose investment

opportunities if it does not match

investment prices, structures and terms

offered by competing bidders. Conversely,

the Company may experience decreased

rates of return and increased risk of loss if it

matches investment prices, structures and

terms offered by competitors.

The Investment Manager operates a prudent

and disciplined investment strategy,

participating in transaction processes only

where it can be competitive without

compromising its investment objectives.

The Investment Manager has been able to

identify and pursue bilateral opportunities rather

than auction processes, where competition

for those assets has been a less significant

factor. However, there can be no guarantee that

suitable further bilateral opportunities will arise.

In addition, current equity market conditions

and the consequent limitations on the

Company’s ability to access capital markets

may mean that it is not able to pursue certain

investment opportunities.

Level

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Strategic report Governance Financial statements Additional informationIntroduction 44

Principal risks and uncertainties continued

The risk How we mitigate risk How the risk is changing Movement in the year

4. There can be no guarantee or assurance

the Company will achieve its investment

objectives, which are indicative targets

only. Investments may fail to deliver the

projected earnings, cash flows and/or

capital growth expected at the time of

acquisition, and valuations may be affected

by foreign exchange fluctuations. The

actual rate of return may be materially lower

than the targeted rate of return.

The Investment Manager performs a rigorous

due diligence process with internal specialists

and expert professional advisers in fields

relevant to the proposed investment before

any investment is made. The Investment

Manager also carries out a regular review of the

investment environment and benchmarks target

and actual returns against the industry and

competitors.

The results of our investments to date are

materially in line with our projections at the time

of their acquisition and their aggregate fair value

has increased. This demonstrates the quality of

the Investment Manager’s projections and its

ability to manage the investments for growth.

Level

5. Actual results of portfolio investments may

vary from the projections, which may have a

material adverse effect on NAV.

The Investment Manager provides the Board

with at least quarterly updates of portfolio

investment performance and detail around any

material variation from budget and forecast

returns.

The results of our investments to date are

materially in line with our projections at the time

of their acquisition and their aggregate fair value

has increased, contributing to NAV total return of

32.8% since IPO. This demonstrates the quality

of the Investment Manager’s projections and its

ability to manage the investments for growth.

Level

6. The Company invests in unlisted Digital

Infrastructure assets, and such investments

are illiquid. There is a risk that it may be

difficult for the Company to sell the Digital

Infrastructure assets and the price achieved

on any realisation may be at a discount

to the prevailing valuation of the relevant

Digital Infrastructure asset.

The Investment Manager has considerable

experience across relevant digital infrastructure

sectors, and senior members of the team

have had leadership roles in over $80 billion

of relevant transactions. The Company seeks

a diversified range of investments so that

exposure to temporary poor conditions in any

one market is limited.

The Company is still in its relative infancy and,

as a vehicle with permanent capital, is not

likely to be seeking a full divestment of any

asset for some time. The Company’s prudent

leverage position, in terms both of quantum and

terms of its debt, mean that the risk of a forced

divestment is very low. Exposure to divestment

risk is limited in the short to medium term.

New

7. The Company may invest in Digital

Infrastructure assets which are in

construction or construction-ready or

otherwise require significant future capital

expenditure. Digital Infrastructure assets

which have significant capital expenditure

requirements may be exposed to cost

overruns, construction delay, failure to meet

technical requirements or construction

defects.

The Investment Manager has significant

experience of managing construction risks

arising from Digital Infrastructure assets and will

also engage third parties where appropriate to

oversee such construction.

The Company’s investments to date have not

undertaken significant capital construction

projects. This risk has therefore been relatively

low to date, and remains low, but may increase

in the future as capital investment increases

under our Buy, Build & Grow model.

Level

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 45

Task Force on Climate-related Financial Disclosures (TCFD)

The Company has chosen to voluntarily report against the recommendations of the TCFD. This reporting year represents the Company’s second disclosure in line with the TCFD. This disclosure is a

summary of the Company’s TCFD disclosure. The full disclosure against the recommendations is available in the Company’s Responsible Investment Report, available on the Company’s website. The

disclosure below is based on information where available and has been set out using the relevant TCFD headings.

As not all of the information required under TCFD is available, this section should not be regarded as fully compliant with the guidelines; this section is not subject to the ‘comply or explain’ requirements of

the Listing Rules.

Governance

Disclose the Company’s governance around climate-related risks and opportunities.

Further information

a) Describe the board’s oversight of climate-related risks and opportunities.

b) Describe management’s role in assessing and managing climate-related risks and opportunities.

Sustainability is a key discussion topic of the Board, which plays an active role in overseeing the sustainability aims, both risk mitigation and

opportunities of the Company. The Board has ultimate responsibility for the Company’s approach to and integration of responsible investing,

sustainability considerations and the policies that govern these approaches. Of these risks and opportunities, climate-related consideration is a core

focus.

The Company maintains a risk matrix, which is updated by the Investment Manager and which is reviewed quarterly by the Audit Committee, which

has overall oversight of risk management. Risks to which the Company is exposed, including climate risks, are assessed in line with the Company’s risk

tolerance. The Directors, Investment Manager and relevant external advisors where required, will review, assess and monitor previously identified and

arising risks and opportunities.

The Board in collaboration with the Investment Manager has developed and approved the Company’s tailored Responsible Investment Policy and

responsible investment strategy, with a strong focus on reducing the climate-related risks relating to the Digital Infrastructure sector. The Board

oversees the implementation of the ESG risk management approach and the Investment Manager reports to the Board quarterly, including on physical,

transitional, regulatory and reputational climate risks and mitigation measures if implemented, applicable to the Company and/or its portfolio assets.

The Board reviews and approves all sustainability-related documents and reports.

The Board has delegated the discretionary investment management authority to the Investment Manager. The Investment Manager is responsible for

investment activities including origination, due diligence, acquisition and disposal, as well as portfolio management. As part of its duties the Investment

Manager identifies and assesses the impact of climate risks when assessing a new investment, as well as any mitigation activities currently being

undertaken. Throughout the holding period of an investment, the Investment Manager will engage with the portfolio company on climate risk, with a

focus on mitigating transition risks specific to the sector. Materials presented to the Investment Manager and the Board include information on climate

risks (and mitigants in place) and opportunities to support the climate-transition.

The Investment Manager assigns a member of its ESG and Impact Team to each deal to oversee and implement the Company’s Responsible

Investment Policy and associated procedures and tools. The Investment Manager’s ESG and Impact Team meets weekly to discuss and assess

identified and new ESG risks, including climate risks. The ESG and Impact lead and supporting team work in tandem with the Investment Team and

provide information to the group on sustainability-specific issues. The Investment Manager has a Sustainability Committee which oversees and

evaluates the processes and methodologies implemented and specific ESG issues the Investment Manager is concerned with. This includes climate-

related risks. The Sustainability Committee and ESG and Impact Team are currently evaluating the establishment of net zero targets for the Investment

Manager. The Sustainability Committee is comprised of senior members of each of the Investment Manager’s sector teams, ESG and Impact Team and

chaired by the Investment Manager’s Honorary Chairman.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 46

Strategy

Disclose the actual and potential impacts of climate-related risks and opportunities on the Company’s businesses, strategy and financial planning

where such information is material.

Further information

a) Describe the climate-related risks and opportunities the organisation has identified over the short, medium, and long term.

b) Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy, and financial planning.

c) Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario.

The Company, Board and Investment Manager recognise the potential impact of climate change-related risks and opportunities to the operations and

success of the Company. Recognising the importance of these risks the Board and Investment Manager are increasingly considering the potential

climate-related impacts, opportunities and mitigation measures to the Company and the underlying portfolio assets. The Company, Board and

Investment Manager understand the climate impact of the sector and the potential physical and transition risks; therefore focus is on reducing the

climate burden at the portfolio company level, and considering physical, regulatory and other transition risks which exist at Company and portfolio

asset level.

The Company’s established guiding principle to reduce the carbon footprint of the digital economy through better-designed, more efficient data

centres, as well as the integration of clean, renewable electricity sources into the energy mix, ensure that an area of focus is either investing in

companies who already meet some sustainability best practices or engaging with companies so that they can meet these standards in a timely horizon.

By doing so, the Company can positively contribute to the transition to a low-carbon economy.

For full disclosure of the actual and potential

impacts of climate-related risks and

opportunities on the Company’s businesses,

strategy, and financial planning where

such information is material please see the

Company’s responsible investment report.

Task Force on Climate-related Financial Disclosures (TCFD) continued

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 47

Strategy

Disclose the actual and potential impacts of climate-related risks and opportunities on the Company’s businesses, strategy, and financial planning

where such information is material.

Further information

Acute Physical Risks Chronic Physical Risks Transition Risks For full disclosure of the actual and potential

impacts of climate-related risks and

opportunities on the Company’s businesses,

strategy, and financial planning where

such information is material please see the

Company’s Responsible Investment Report.

Digital Infrastructure

Increasing occurance and severity of extreme

weather events damaging digital infrastructure

and causing service disruption.

In addition, damage to digital and power

networks may lead to service disruptions.

More extreme weather events, such as

storms and flooding will necessitate increase

redundancy, resiliency and asset maintenance.

Data centres

Rising average temperatures increase the

cooling demands by data centres and their

energy consumption.

Access to electricity market and grid systems

Increasing demand for energy by data centres

could limit expansion and development due to

grid constraints and other energy demands.

Demand for renewable energy increasing

prices of PPAs.

Data centres

Fluctuating temperatures and cooling

requirements can lead to increasing demands

for energy to keep data centres operating.

Resulting in increased opex and capex to

improve cooling infrastructure and design.

Fibre

Rising sea levels pose similar risks to acute

flooding, as submersion of fibre damages

the cables and corrodes connection points.

May require the laying of further fibre inland or

along routes less impacted by rising sea levels.

Data centre sustainability regulation

Regulation to curb demand conflicts regarding

data centre energy consumption and its impacts

may limit expansion or require increase capex in

order to ensure compliance with regulation.

Towers

Acute physical risks (weather events) can

damage tower infrastructure and disrupt service

provision, with potential risk of violating service

level agreements Resiliency improvements

would increase capex.

Carbon regulation and taxation

Carbon taxes may directly impact portfolio

companies and may indirectly lead to increased

renewable energy costs, impacting opex of

assets.

Fibre

Flooding and extended exposure and

submersion of fibre can damage cables

and corrode connection points, disrupting

systems and requiring repairs and/or potential

replacement.

Market demand for assets with superior

sustainability credentials

Customers increasingly requiring improved

sustainability credentials. More sustainable

assets commanding better pricing and being

more attractive to potential customers.

Opportunities / market demand for assets with sustainability credentials

The Company’s sustainability approach is built around the decarbonisation of the digital economy through energy efficiency and the adoption of

cleaner sources of energy. The Company believes that by building and implementing this investment strategy it is better aligned to market demands for

responsible low-carbon investment products in the short and medium term.

Assets with superior sustainability credentials are better placed to capture market demands for sustainability requirements, such as the incorporation

of renewable energy. In addition, for communication systems which are relatively more energy and resource efficient (such as DTT broadcast and fibre)

there are growth opportunities in a transitioning world.

Task Force on Climate-related Financial Disclosures (TCFD) continued

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Strategic report Governance Financial statements Additional informationIntroduction 48

Risk management

Disclose how the Company identifies, assesses and manages climate-related risks.

Further information

a) Describe the organisation’s processes for identifying and assessing climate-related risks.

b) Describe the organisation’s processes for managing climate-related risks.

c) Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organisation’s overall risk

management.

Sustainability risk, which includes climate-related risks, is identified and managed within the broader risk management strategy. The Investment

Manager conducts rigorous investment analysis, which includes a thorough assessment of ESG factors and mitigants through the implementation of

a dedicated proprietary ESG risk and impact assessment tool, ESG due diligence questionnaire and desk review. With particular emphasis placed on

evaluated energy and climate-related transition risks. The Investment Manager monitors and engages actively with portfolio companies, throughout the

life of an investment, to identify arising ESG risks, including climate risks, and monitor previously identified risks and the impact of mitigation efforts.

Pre-investment: screening, due diligence and engagement

The Investment Manager conducts thorough screening and due-diligence processes to assess material sustainability risks (including climate-related

risks and opportunities) associated and applicable to each prospective deal. These risks and opportunities are then assessed during investment

committee meetings where required and mitigants or required management activities discussed. Identified actions will form part of an ESG action plan

which will be agreed upon by the Investment Manager and the portfolio company.

Post-investment: monitoring and tracking

Throughout the investment periods, the Investment Manager engages actively with portfolio companies on a regular basis to ensure risks and

opportunities are being monitored and mitigated where appropriate. The Investment Manager assesses the adherence to implemented action plans

and progress towards targets. The Investment Manager engages with portfolio companies to promote sustainability initiatives that align with its guiding

principles. Additionally, the Investment Manager works with portfolio companies to implement sustainability indicators, which include climate metrics to

assist the identification, monitoring and management of climate-related risks.

The identification of climate-related risks and opportunities form part of the overall risk identification process and will inform any investment decision.

Arising risks or changes in risk level will be discussed by the ESG and Impact Team and the Investment Team. Where material the Board will be informed

of climate-related risks. Progress of mitigating measures and action plan items will be assessed by the Investment Manager, with further action taken as

necessary. The Board is informed of the progress of these items annual once sustainability indicators have been collected from portfolio companies.

Task Force on Climate-related Financial Disclosures (TCFD) continued

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 49

Metrics and targets

Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities where such information is material.

Further information

a) Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk management

process.

b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG) emissions, and the related risks.

c) Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets.

Data collection

The Investment Manager collects a number of climate and ESG KPIs to assess the performance and adherence to action plans of portfolio companies.

Indicators are collected through an annual monitoring questionnaire. The collected indicators are not evaluated by a third party unless commissioned

by the portfolio company however, the Investment Manager will conduct a review of the indicators and engage with portfolio companies on submitted

indicators. The list of indicators has been informed by SASB, the Sustainable Finance Disclosure Regulations (SFDR) Principal Adverse Indicators

(PAIs) and the Investment Manager’s identified impacts indicators.

Metrics and targets

With climate-related impact from the sector and the associated transition risks the Investment Manager focuses its assessment on indicators which can

be used to inform the level of contribution to climate change and activities being undertaken to reduce this impact and risk level. GHG emissions and

intensity indicators are used, alongside energy consumption from renewable sources and PUE to assess the implementation of mitigating measures.

The Company has the following objectives: year-on-year increase in the share of renewable energy consumption at the asset level; year-on-year

decrease in energy consumption intensity at the asset level; year-on-year GHG emissions reduction of Scopes 1 and 2 intensity at the asset level.

The methodology used to calculate the PUE figures for the previous period have been readjusted to match the methodology used for the presentation of

the current year’s PUE figures. The methodology used for the current period reflect design PUE of the Company’s data centre assets. Moving forward,

the Company will disclose design PUE of its data centre assets.

For full disclosure of material portfolio company

metrics and targets, please see the Company’s

Responsible Investment Report.

Metrics

Units 2022 2023 Emitel CRA

Speed

Fibre Hudson Norkring

Scope 1 emissions Metric tons (t) CO

e 3,002 4,208 2,943 1,024 197 7 37

Scope 2 emissions Metric tons (t) CO

e 22,938 18,660 6,009 5,783 249 6,018 600

Total Scope 1 & 2 GHG emissions Metric tons (t) CO

e 25,940 22,867 8,952 6,807 446 6,025 637

GHG emission intensity (Scope 1 & 2) Metric tons (t) CO

e/£m revenue 131.7 75.9 78.7 77.6 6.0 337.3 80.2

% of energy consumption from

renewable sources % 58%

68% 88% 62% 70% 0% 0%

Power usage effectiveness

Ratio 1.43 1.43 – 1.44 – 1.43 –

Note: sustainability data from the portfolio companies reflects calendar year data, for the period 1 January 2023 – 31 December 2023.

The portfolio companies’ GHG emissions are attributed to the Company using the PCAF’s Global GHG Accounting and Reporting Standard for the Financial Industry. The portfolio companies’ GHG emissions are attributed to the Company

using the PCAF’s Global GHG Accounting and Reporting Standard for the Financial Industry. For the full ESG data reporting methodology, please see the Company’s ESG Report, available on the Company’s website. Scope 2 emissions are

market-based Scope 2 emissions.

The figure for the previous period 2022 has been presented in line with the methodology used for the presentation of the current year’s renewable energy percentage figure

Power usage effectiveness (PUE)is the total amount of power used by the data centre, divided by the amount of power used by the IT equipment (servers) in a data centre. The figures reported are the design PUE figures. This represents the

scenario where the data centres are functioning under the design workload.

Task Force on Climate-related Financial Disclosures (TCFD) continued

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 50

Longer term viability statement

As required by the AIC Code, the Directors have assessed the

prospects of the Company over a longer period than required

by the going concern provision. Given the long-term investment

intentions of the Company, and the fact that its investee

companies’ income is generated under contracts of typically

around seven years’ duration from inception, and with around five

years left to run on average, the Board chose to conduct a review

for a period of five years to 31March2029. On a rolling basis, the

Directors will evaluate the outcome of the investments and the

Company’s financial position as a whole.

While an unprecedented and long-term decline in the global

Digital Infrastructure market could threaten the Company’s

performance, it would not necessarily threaten its viability.

In support of this statement, the Directors have taken into account

all of the principal risks and their mitigation as identified in the

Principal risks and uncertainties section on pages 42 to 45, the

nature of the Company’s business, including: the cash reserves;

the potential of its portfolio of investments to generate future

income and capital proceeds; and the ability of the Directors

to minimise the level of cash outflows if necessary. The most

relevant potential impacts of the identified principal risks and

uncertainties on viability were determined to be:

— The ability of the Company to make investments in order

to generate returns to shareholders may be limited by

competition for assets and the availability of capital;

— The ability of the Company to achieve target returns will

depend on the Investment Manager’s ability to identify,

acquire and manage suitable investments in accordance

with the Investment Policy; and

— The ability of the Company to achieve target returns from

investments may be affected by disruptions to the global

economy, causing erosion of revenues and/or margins.

On at least an annual basis, the Board reviews threats to the

Company’s viability utilising the risk matrix and updates as

required due to recent developments and/or changes in the

global market. The Board relies on periodic reports provided

by the Investment Manager and the Administrator regarding risks

faced by the Company. When required, experts are utilised to

gather relevant and necessary information, regarding market,

tax, legal and other factors.

The Investment Manager considers the future cash requirements

of the Company before acquiring or funding portfolio companies.

Furthermore, the Board receives regular updates from the

Investment Manager on the Company’s cash position, which

allows the Board to maintain its fiduciary responsibility to

the shareholders and, if required, limit funding for existing

commitments.

The Board considered the Company’s viability over the

five-year period, based on a working capital model prepared

by the Investment Manager. The working capital model

forecasts key cash flow drivers such as capital deployment rate,

investment returns and operating expenses. In connection with

the preparation of the working capital model, no equity capital

raises or asset realisations were assumed to occur during the

five-year period. In addition, the Board has reviewed credit

market availability and it has assumed that the only debt raised

is the refinancing of the Eurobond in the Company’s financing

subsidiary before its maturity in September 2026.

Based on the above procedures and the existing internal controls

of the Company, the Investment Manager and the Administrator,

the Board has concluded there is a reasonable expectation

that the Company will be able to continue in operation and

meet its liabilities as they fall due over the five-year period of the

assessment.

The strategic report was approved by the Board and signed on

behalf of the Board by:

Shonaid Jemmett-Page

Chairman

19 June 2024

Cordiant Digital Infrastructure Limited

Registered in Guernsey No.68630

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 51

The Board is collectively

responsible for the long-term

success of the Company and its

foremost principle is to act in the

interests of shareholders.

Governance

Board of Directors 54

Corporate Governance report 56

Audit Committee report 64

Directors’ report 68

Statement of Directors’ responsibilities 71

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 52

Wisła Tower, Szczyrk, Poland.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 53

Board of Directors

Shonaid Jemmett-Page is an experienced

non-executive director in the energy and

financial sectors. Mrs Jemmett-Page spent the

first 20 years of her career at KPMG in London

and Tokyo, rising to the position of Partner,

Financial Services. In 2001, she moved to

Unilever, where she was Senior Vice President,

Finance and Information for Asia, based in

Singapore, before returning to the UK as

Finance Director for Unilever’s global non-food

business. In 2009, Mrs Jemmett-Page joined

CDC Group as Chief Operating Officer,

a position she held until 2012.

Since 2012 she has focused on non-executive

appointments and is currently the chairman of

the board and of the nomination committee of

ClearBank Limited. She is also a non-executive

director of Aviva Plc and a non-executive

director of QinetiQ Group plc, as well as

chairman of the audit committee. Until April

2023 Mrs Jemmett-Page was the non-executive

chairman of Greencoat UK Wind Plc. Within the

past five years she has also held roles as a

non-executive director of Caledonia

Investments plc, chairman of MSAmlin plc;

and chairman, and then subsequently as a

non-executive director of MSAmlin Insurance

SE (a Belgian subsidiary of MSAmlin plc). Mrs

Jemmett-Page is also the examiner of the UK

branch of an Indian children’s cancer charity.

Sian Hill is a chartered accountant with

experience principally within the financial

services sector. Mrs Hill began her career

practicing audit for KPMG in 1984, moving to

specialise in tax in 1990. In 1996 she became a

tax partner in KPMG’s financial services group,

working with a range of financial institutions,

including major listed banking groups,

international insurance and reinsurance groups

and intermediaries and investment managers.

She advised on a wide range of projects

including mergers and acquisitions, disposals

and reorganisations and also provided the

tax input to the statutory audit of a number of

financial services groups.

From 1999 until 2003, and again from 2008 until

2010, Mrs Hill also served as Head of KPMG’s

UK Financial Services Tax group. From 2003

until 2006 she served as Head and Co-Head

respectively of both KPMG’s UK M&A Tax and

European M&A Tax groups and was a member

of KPMG’s Global M&A Tax Steering Group.

Mrs Hill also led KPMG’s response to Brexit for

the insurance sector, helping clients formulate

and implement their response to Brexit from

early 2016 until her retirement from KPMG in

2018. Since 2019 Mrs Hill has held a number

of roles as a non-executive director. She is

chairman of the audit committee of Yealand

Fund Services Limited (previously Carvetian

Capital Management Limited), is a member

of the audit and remuneration committees

of Suffolk Building Society and is chairman

of the audit committee and a member of the

remuneration committee of Apollo Syndicate

Management Limited. Since 2014 she has

served as a trustee of the UK children’s mental

health charity Place2Be and is currently

chairman of the finance and audit committee

and member of the people and culture

committee. Until August 2022, Mrs Hill had also

held the position of non-executive director of

Yealand Administration Limited.

Shonaid Jemmett-Page FCA

Chairman

Sian Hill FCA

Senior Independent Director and Chairman of Audit Committee

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 54

Marten Pieters is an executive with extensive

international experience in the telecoms

sector. From 1978 to 1984, Mr Pieters held

company secretarial roles at Smilde Holding

B.V., rising to Corporate Director of Finance

and Strategic Planning in 1984 where he was

responsible for various budgeting, financial

reporting, policy, legal and fiscal matters. In

1988 Mr Pieters joined Fano Fine Food Salades

B.V. as CEO, where he was responsible for

management restructuring, overseeing several

corporate acquisitions.

Mr Pieters moved into telecoms in 1989

serving in various directorship positions,

including as Managing Director for Telecom

District Groningen from 1993 until 1995 and

as Vice President of International Operations

for PTT Telecom B.V. from 1995 until 1998.

Between 1998 and 2003 Mr Pieters went

on to hold various other positions within the

KPN Group, the Dutch landline and mobile

telecommunications company, including

Executive Vice President, where he was

responsible for branch offices in Europe

and the US, and later becoming a member

of KPN’s Executive Management Board and

CEO of the Division KPN Business Solutions,

overseeing the operation of network solutions

and equipment. During this time he sat on

various other international supervisory boards,

including the board of directors of Cesky

Telecom, Eircom Ireland, Euroweb Corp,

KPNQwest, and notably as chairman of the

supervisory board of Xantic, a worldwide

working provider of software solutions and

satellite services. From 2003 to 2007 Mr Pieters

served as CEO of Celtel International B.V., a

company operating mobile telephone licences

in African countries, and from 2009 until 2015

he served as Managing Director and CEO of

Vodafone in India.

Mr Pieters has held other board memberships

including Vodacom Group S.A., Vodafone

India Ltd and Indus Towers Ltd. He is currently

chairman of the supervisory board for Open

Tower Company B.V., the Dutch telecom tower

operator and a member of the supervisory

board of FC Space B.V., a Dutch business

investing in global satellite IoT solutions. He is a

non-executive director of Tawal Towers Saudi

Arabia, a telecom tower operator and subsidiary

of Saudi Telecom Company, Investment Fund

for Health in Africa B.V. and of Stichting Social

Investor Foundation for Africa.

Simon Pitcher has over 20 years’ experience

in international private equity. Mr Pitcher is a

chartered accountant, spending the first six

years of his career at PwC in London. In 2000,

he moved to MetLife Investments where he was

responsible for making and monitoring over

US$1 billion of mezzanine and private equity

investments throughout Europe. In 2003, he

left MetLife to become a founder member

of Hermes Private Equity, a UK focused

mid-market buyout fund, where he remained

until 2007.

From 2007 to 2009 Mr Pitcher was a director at

Blackwood Capital Partners (BCP), based in

Sydney, Australia. While at BCP, a mid-market

buyout fund with c.AUS$100 million under

management, Mr Pitcher’s role covered all

aspects of investment-related activity, including

holding portfolio board positions, investor

reporting and assisting with the fund’s financial

reporting and compliance requirements. In

2009, Mr Pitcher returned to London, joining

Standard Bank Private Equity, a US$800

million global emerging markets private equity

business, as director, where he remained until

2011. During his time at Standard Bank,

Mr Pitcher was particularly focused on its

sub-Saharan African investments, fulfilling a

senior deal execution role working closely with

local teams.

In 2012 Mr Pitcher joined J Rothschild Capital

Management (JRCM), as investment manager

of RIT Capital Partners, a UK listed investment

trust founded by Lord Rothschild, where

he remains Head of Private Equity. His role

encompasses deal execution, portfolio

management and asset realisation across

diverse sectors and geographies. Mr Pitcher

has held several non-executive board positions

representing JRCM, including six years at

Helios Towers, a leading African telecom tower

infrastructure company, prior to its London IPO.

Mr Pitcher is currently a non-executive director

of Infinity SDC, a UK data centre owner and

operator, a position he has held since 2013.

Marten Pieters

Non-Executive Director

Simon Pitcher ACA

Non-Executive Director

Board of Directors continued

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 55

an externally managed investment company, which delegates

substantially all of its day-to-day functions to third parties.

The Company does not have a chief executive or any executive

directors and has not established a separate remuneration

committee. The Board is satisfied that any relevant issues that

arise can be properly considered either by the Board or by the

appropriate committee.

The Company has no employees or internal operations and has

therefore not reported further in respect of these provisions.

The need for an internal audit function is discussed in the Audit

Committee Report.

The Board

The Company is led and controlled by a board of directors,

which is collectively responsible for the long-term success of the

Company. It does so by creating and preserving value and its

foremost principle is to act in the interests of shareholders.

The Company believes that the composition of the Board is a

fundamental driver of its success, as the Board must provide

strong and effective leadership of the Company. The current

Board was selected, as their biographies illustrate, to bring a

breadth of knowledge, skills and business experience to the

Company. The Directors provide independent challenge and

review, bringing wide experience, specific expertise and a fresh

objective perspective.

As at the date of this report, the Board consists of four non-

executive directors, all of whom are independent of the

Investment Manager. All of the Directors were appointed on

26January2021 and have served throughout the period to

date. The AIC Code requires that directors be subject to annual

election by shareholders and the Directors comply with this

requirement. Accordingly, all of the Directors will offer themselves

for re-election at the forthcoming AGM. Having considered their

effectiveness, demonstration of commitment to the role, length of

service, attendance at meetings and contribution to the Board’s

deliberations, the Board approves the nomination for re-election

of all of the Directors.

At each subsequent AGM, each of the Directors at the date of

the notice convening the AGM will retire from office and may offer

themselves for election or re-election by the shareholders, in

accordance with corporate governance best practice.

This Corporate Governance report forms part of the Directors’

report as set out on pages 68 to 70. The Board operates under

a framework for corporate governance which is appropriate for

an investment company. Securities listed on the Specialist Fund

Segment of the London Stock Exchange are not admitted to the

Official List of the London Stock Exchange and are not required

to comply with the Listing Rules. However, as a matter of good

corporate governance, the Company voluntarily complies with

the majority of the provisions of the Listing Rules applicable to

closed-ended investment companies.

The Company is a member of the AIC. From the date of its

admission to the London Stock Exchange, the Company has

complied with the principles of good governance contained

in the AIC Code. The AIC Code is endorsed by the FRC and

GFSC and by reporting in accordance with the AIC Code

the Company is meeting its applicable obligations under the

UK Code and the GFSC Finance Sector Code of Corporate

Governance 2021.

The AIC Code and the AIC Guide are available on the AIC’s

website, www.theaic.co.uk. The UK Code is available on the

Financial Reporting Council’s website, www.frc.org.uk.

The AIC Code, as explained by the AIC Guide, addresses all the

principles set out in the UK Code, as well as setting out additional

principles and recommendations on issues that are of specific

relevance to investment companies such as the Company. The

Board considers that, as the AIC Code has been specifically

designed to reflect the characteristics of the investment company

sector, reporting against the principles and recommendations

of the AIC Code, by reference to the AIC Guide, provides better

information to shareholders compared to reporting against the

UK Code alone.

The Company has complied with the recommendations of the

AIC Code and the relevant provisions of the UK Code, except as

set out below.

The UK Code includes provisions relating to:

— the role of the chief executive;

— executive directors’ remuneration; and

— the need for an internal audit function.

For the reasons set out in the AIC Guide and, as explained in

the UK Code, the Board considers that the above provisions

are not currently relevant to the position of the Company, being

Corporate Governance report

“The Board recognises the importance

of the Company’s culture to its long-term,

sustainable performance. The Board

continues to monitor the Company’s culture

on an annual basis through ongoing

engagement with our shareholders and

other stakeholders.”

Shonaid Jemmett-Page FCA

Chairman

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 56

its members. The Board also values diversity of business skills

and experience because directors with diverse skills sets,

capabilities and experience gained from different sectors and

geographical backgrounds enhance the Board by bringing a

wide range of perspectives to the Company.

The Nomination Committee and the Board are mindful of the

recommendations of the Hampton Alexander Review on gender

diversity (the Board’s composition has been at least 50% female

since its launch in 2021), the Parker Review on ethnic diversity

and the requirements of the FCA’s policy statement on diversity

and inclusion on company boards and executive management.

The Company is not currently required to formally comply with

these recommendations due to its listing on the Specialist Fund

Segment of the LSE. However, the Board continues to seek to

comply with them as a matter of good corporate governance.

As at the Company’s year end of 31 March 2024, the composition

of the Board is aligned with the following frameworks and the

ethnic diversity of the Board will continue to be considered during

future recruitment processes undertaken by the Company:

— at least 40% of the individuals on the Board are women; and

— at least one of the following senior positions on the Board is

The Chairman of the Board is independent and is appointed in

accordance with the Company’s Articles of Incorporation. Shonaid

Jemmett-Page is considered to be independent because she:

— has no current or historical employment with the

Investment Manager;

— has no current directorships or partnerships in any other

investment funds managed by the Investment Manager; and

— is not an executive of a self-managed company or an

ex-employee who has left the executive team of a

self-managed company within the last five years.

The Board meets at least four times a year for regular, scheduled

meetings. Should the nature of the activity of the Company

require it, additional meetings may be held, sometimes at short

notice. At each meeting, the Board follows a formal agenda that

covers the business to be discussed. The primary focus at Board

meetings is a review of investment performance and associated

matters such as investor relations, peer group information,

industry issues, principal and emerging risks and uncertainties,

in particular those identified in the Strategic report on pages 44

and 45. The Board is supplied in a timely manner with information

by the Investment Manager, the Administrator and other advisors,

in a form and of a quality to enable it to discharge its duties.

The Company has adopted a share dealing code for the Board

and seeks to ensure compliance with the relevant provisions by the

Board and, to the extent appropriate, the relevant personnel of the

Investment Manager and other third-party service providers where

required, as if they are also subject to the share dealing code.

Culture

The Company’s culture is influenced by that of the Investment

Manager, with a focus on long lasting relationships with a diverse

investor base, sustainable investment excellence, and a world

class team demonstrating extensive industry knowledge. The

Board will continue to monitor the Company’s culture on an

annual basis through continued engagement with shareholders

and other stakeholders.

Diversity

The Board monitors developments in corporate governance

to ensure the Company remains aligned with best practice,

including with respect to diversity. The Directors acknowledge

the importance of diversity, including but not limited to gender,

for the effective functioning of the Board, and are committed to

supporting diversity in the boardroom. It is the Board’s ongoing

aspiration to have a well-diversified representation amongst

held by a woman:

� the Chair; or

� the Senior Independent Director.

The Company has no employees and therefore does not have

a chief executive or chief financial officer. There have been no

changes to the Board that have occurred between 31March2024

and the signing of this Annual Report that have affected the

Company’s ability to meet one or more of the above targets.

The data shown in the tables above reflects the gender and

ethnic background of the Board, which was collected on the

basis of self-reporting by the individuals concerned. The

questions asked were ‘Which of the Parker Review ethnicity

categories do you consider yourself to fall within?’ and ‘What is

the gender with which you identify?’. Due to the Company’s status

as an investment trust, there are only non-executive Directors

and therefore there is no information reportable regarding an

executive management team.

In addition to the above, the Investment Manager has a diverse

employee base and continues to dedicate recruitment resources

to developing diversity across all positions and levels.

Corporate Governance report continued

Gender identity and ethnic background reporting as at 31 March 2024:

Number of

Board

members

Percentage

of the Board

Number of

senior

positions

on the Board

Gender identity

Women 2 50% 2

Men 2 50% 0

Ethnic background

White British or other White (including minority-white groups) 4 100% 2

Asian/Asian British 0 0% 0

Other ethnic group 0 0% 0

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 57

Remuneration policy

Due to the size of the Company and the Board, there is no

separate remuneration committee. Discussions regarding

Directors’ remuneration are undertaken by the Nomination

Committee, with any recommendations being considered

and, if thought appropriate, approved by the Board.

Each Director receives a fixed fee per annum of £40,000, other

than the Chair of the Audit Committee who receives an additional

£5,000, and the Chairman who receives an annual fee of £60,000.

In addition, the Directors are entitled to additional fees if the

Company raises further equity capital in circumstances where

a new prospectus is required. If these requirements are met,

each Director is entitled to an additional fee of £5,000 and the

Chairman an additional £10,000. It is not considered appropriate

that the Directors’ remuneration should be performance related

and none of the Directors are eligible for pension benefits, share

options, long term incentive schemes or other benefits in respect

of their service as non-executive directors of the Company.

The maximum annual limit of aggregate fees payable to the

Directors was set at the time of the Company’s incorporation on

4January2021 at £500,000 per annum. The Board may grant

special remuneration to any Director who performs any special

or extra services to, or at the request of, the Company. The

Articles of Incorporation provide that all Directors at the date of

the notice convening each AGM shall retire from office and each

Director may offer themselves for re-election, in accordance with

corporate governance best practice.

All of the Directors have been provided with letters of appointment

by the Company, subject to annual re-election by shareholders.

A Director’s appointment may at any time be terminated by

and at the discretion of either party upon written notice.

A Director’s appointment will automatically end without any right

to compensation whatsoever if they are not re-elected by the

shareholders. A Director’s appointment may also be terminated

with immediate effect and without compensation in certain other

circumstances. Being non-executive directors, none of the

Directors has a service contract with the Company.

Directors’ interests

Directors who held office during the period and had interests

in the ordinary shares of the Company as at 31March2024 are

given in the table above. There were no changes to the interests

of each Director as at the date of this report.

Board tenure and re-election

As the Company was incorporated on 4 January 2021 and the

current Directors were all appointed on 26 January 2021, there

are no matters to be considered by the Board with respect to

length of tenure. In accordance with the AIC Code, in the event

that any Director, including the Chairman, shall have been in

office (or on re-election would have been at the end of that term of

office) for more than nine years, the Company will consider further

whether there is a risk that such a Director might reasonably

be deemed to have lost their independence through such

long service. However, the Board may nonetheless consider

individual Directors to remain independent and in any such case

will provide a clear explanation in future Annual Reports as to its

reasoning. The Board will continue to consider its composition

and succession planning on an ongoing basis.

Directors’ remuneration

The table above shows the remuneration received by each

Director during the period. The Board considers at least annually

the level of the Director’s fees in accordance with the AIC Code.

Remuneration policy

The table below shows all remuneration earned by each individual Director during the period:

Total paid

in the year to

March 2024

Total paid

in the year to

March 2023

Shonaid Jemmett-Page (Chairman) 60,000 60,000

Sian Hill (Audit Committee Chair) 45,000 45,000

Marten Pieters (Non-Executive Director) 40,000 40,000

Simon Pitcher (Non-Executive Director) 40,000 40,000

Total 185,000 185,000

Directors’ interests

Ordinary

shares each

held at

31 March 2024

Shonaid Jemmett-Page 63,355

Sian Hill 57,500

Marten Pieters 103,125

Simon Pitcher 63,125

Corporate Governance report continued

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 58

comparable year-on-year change to disclose, and full

comparative information will be presented in the Annual Report

for 2025.

Duties and responsibilities

The Board has overall responsibility for the Company’s activities,

including reviewing its investment activity, position and

performance, business conduct and policy. The Directors also

review and supervise the Company’s delegates and service

providers, including the Investment Manager.

The Directors may delegate certain functions to other parties.

In particular, the Directors have delegated responsibility for

management of the Company’s portfolio of investments to the

Investment Manager.

The Board retains direct responsibility for certain matters,

including (but not limited to):

— approving the Company’s long-term objectives and any

decisions of a strategic nature including any change in

investment objectives, policy and restrictions, in particular

those which may need to be submitted to shareholders

for approval;

Payments for loss of office and/or payments to former directors

No payments for loss of office, nor payments to former directors

were made during the period under review.

Company performance

The graph above illustrates the total shareholder return of the

Company from admission to 31March2024. This is mapped

against the FTSE-All Share index. 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.

Relative importance of spend on pay

The remuneration of the Directors with respect to the year

totalled £185,000 (31March2023: £185,000) in comparison to

distributions paid or declared to shareholders with respect to the

year of £32.2million (31March2023: £30.9million).

Percentage change in director pay

Following recommendation by the Nomination Committee,

the Board has agreed that, due to the current challenging

economic and market conditions, an increase in remuneration

was not appropriate at this time. As such, there is no

— reviewing the performance of the Company in light of the

Company’s strategy, objectives and budgets, ensuring that

any necessary corrective action is taken;

— appointing, overall supervision and removal of key service

providers and any material amendments to the agreements or

contractual arrangements with any key delegates or service

providers;

— approving half-yearly distributions and the Company’s

distribution policy;

— approving any non-ordinary course transactions and

transactions with related parties for the purposes of the

Company’s voluntary compliance with the applicable sections

of the Listing Rules;

— reviewing the Company’s valuation policy;

— reviewing the Company’s corporate governance

arrangements;

— approving any actual or potential conflicts of interest; and

— deciding whether information relating to the Company and

its activities meets the definition of inside information and

whether the Company should announce immediately or

whether it is permissible to delay announcement.

Company performance

Source: Bloomberg (February 2021 = 100)

Corporate Governance report continued

Cordiant Digital TSR since IPO FTSE All-Share TSR

Feb 21

Mar 21

Apr 21

May 21

Jun 21

Jul 21

Aug 21

Sep 21

Oct 21

Nov 21

Dec 21

130

120

110

100

Feb 22

Jan 22

Mar 22

Apr 22

May 22

Jun 22

Jul 22

Aug 22

Sep 22

Oct 22

Nov 22

Dec 22

Feb 23

Jan 23

Mar 23

Jan 24

Feb 24

Mar 24

Apr 23

May 23

Jun 23

Jul 23

Aug 23

Sep 23

Oct 23

Nov 23

Dec 23

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 59

Minutes of all meetings of the committees are made available

to all Directors and feedback from each of the committees

is provided to the Board by the respective committee

Chair at the next Board meeting. The Chair of each

committee attends the AGM to answer any questions on their

committee’s activities.

The Board and its committees are supplied with regular,

comprehensive and timely information in a form and of a quality

that enables them to discharge their duties effectively. All

Directors are able to make further enquiries of the Investment

Manager whenever necessary and have access to the services

of the Administrator.

Audit Committee

The Audit Committee’s role and activities are contained in the

Audit Committee report on pages 64 to 66.

Nomination Committee

The Nomination Committee meets at least once a year pursuant

to its terms of reference. The Nomination Committee is chaired

by Shonaid Jemmett-Page and also consists of Sian Hill and

MartenPieters.

The Nomination Committee has reviewed the composition,

structure and diversity of the Board, succession planning,

the independence of the Directors and whether each of the

Directors has sufficient time available to discharge their duties

effectively. The Nomination Committee and the Board confirm

that they believe that the Board has an appropriate mix of skills

and backgrounds and was selected with that in mind, that all the

Directors should be considered as independent in accordance

with the provisions of the AIC Code and that all Directors have the

time available to discharge their duties effectively.

If required, the Nomination Committee may be convened for

the purpose of considering the appointment of additional

Directors. The Nomination Committee recognises the continuing

importance of planning for the future and ensuring that

succession plans are in place. In considering appointments to

the Board, the Nomination Committee will take into account the

ongoing requirements of the Company and evaluate the balance

of skills, experience, independence, and knowledge of each

candidate. Appointments will be made on merit and against

objective criteria with the aim of bringing new skills and different

perspectives to the Board while taking into account the existing

balance of knowledge, experience and diversity. Care will be also

taken to ensure that candidates have sufficient time to fulfil their

Board and, where relevant, committee responsibilities.

The Board believes that the terms of reference of the Nomination

Committee ensure that it operates in a rigorous and transparent

manner. The Board also believes that diversity of experience and

approach, including gender diversity, among Board members is

of great importance and it is the Company’s policy to give careful

consideration to issues of Board balance and diversity when

making new appointments.

Accordingly, the Board recommends that shareholders vote in

favour of the re-election of all Directors at the upcoming AGM of

the Company.

Management Engagement Committee

The Management Engagement Committee is chaired by Shonaid

Jemmett-Page and also consists of Sian Hill and Marten Pieters.

It meets at least once a year pursuant to its terms of reference.

The Committee provides a formal mechanism for the review of

the performance of the Investment Manager and the Company’s

other advisors and service providers. It carries out this review

through consideration of a number of objective and subjective

criteria and through a review of the terms and conditions of the

advisors’ appointments with the aim of evaluating performance,

identifying any weaknesses and ensuring value for money for

the Company. During the year, the Committee formally reviewed

the performance of the Investment Manager and its service

providers.

The AIC Code recommends that companies appoint a

Remuneration Committee; however, the Board has not

deemed this necessary as, being wholly comprised of non-

executive directors, the Board considers these matters upon

recommendation received from the Nomination Committee.

Board performance and evaluation

In accordance with Principle 7 of the AIC Code, the Board

is required to undertake a formal and rigorous evaluation of

its performance on an annual basis. This evaluation of the

performance of the Board, the Audit Committee, individual

Directors and the Chairman is carried out by the Nomination

Committee, with the evaluation of the Chairman being led by the

Senior Independent Director. The Board believes that the current

mix of skills, experience, knowledge and tenure of the Directors is

appropriate to the requirements of the Company.

The Directors have access to the advice and services of the

Administrator, which is responsible to the Board for ensuring that

Board procedures are followed and that the Company complies

with applicable law and regulations relating to its admission to the

London Stock Exchange. Where necessary, in carrying out their

duties, the Directors may seek independent professional advice

at the expense of the Company, including to ensure compliance

with the DTRs, those Listing Rules that the Company has agreed

to voluntarily comply with (as set out in the Prospectus) and the

AIC Code.

The Company maintains directors’ and officers’ liability insurance

for its Directors on an ongoing basis.

The Board’s responsibilities for the Annual Report are set out

in the Directors’ responsibilities statement. The Board has

responsibility for ensuring that the Company keeps proper

accounting records, which disclose with reasonable accuracy

at any time the financial position of the Company at that time

and which enable it to ensure that the financial statements are

properly prepared and comply with applicable regulations.

It is the Board’s responsibility to present a fair, balanced and

understandable Annual Report, which provides the information

necessary for shareholders to assess the position and

performance, strategy and business model of the Company. This

responsibility extends to the half-yearly financial reports and

other price-sensitive market announcements.

Committees of the Board

The Board believes that it and each of its committees have

an appropriate composition and blend of skills, experience,

independence and diversity of backgrounds to discharge their

duties and responsibilities effectively. The Board is of the view

that no one individual or small group dominates decision making.

The Board keeps its membership, and that of its committees,

under review to ensure that an acceptable balance is maintained,

and that the collective skills and experience of its members

continue to be refreshed. It is satisfied that all Directors have

sufficient time to devote to their roles and that undue reliance is

not placed on any individual.

Each committee of the Board has written terms of reference,

approved by the Board, summarising its objectives, remit and

powers, which are available on the Company’s website and

reviewed on an annual basis. All committee members

are provided with an appropriate induction on joining their

respective committees, as well as ongoing access to training.

Corporate Governance report continued

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 60

Directors’ attendance at Board and Committee meetings

One of the key criteria the Company uses when selecting directors is their confirmation prior to their appointment that they will be able to allocate sufficient time to the Company to discharge their

responsibilities in a timely and effective manner.

The number of Board meetings attended in the year to 31 March 2024 by each Director is set out below:

Board meetings

(min 4)

Audit Committee

meetings

(min 2)

Nomination Committee

meetings

(min 1)

Management Engagement

Committee meetings

(min 1)

Tenure

as at 31 March 2024

Director A B A B A B A B

Shonaid Jemmett-Page 4 4 –

–

2 2 1 1 3 years and 2 months

Sian Hill 4 4 4 4 2 2 1 1 3 years and 2 months

Marten Pieters 4 4 4 4 2 2 1 1 3 years and 2 months

Simon Pitcher 4 4 4 4 –

–

3 years and 2 months

As Chairman of the Board, Shonaid is not a member of the Audit Committee

Simon is not a member of the Nomination Committee or the Management Engagement Committee.

Column A: Indicates the number of meetings held during the period.

Column B: Indicates the number of meetings attended by the Director during the period.

From time to time the Board constitutes ad hoc committees in order to perform certain of its functions. The quorum for these ad hoc committees is likely to vary depending on a number of factors including

the nature of the delegation to the committee.

The number of additional ad hoc Board meetings and Committee meetings of the Board for the period to 31 March 2024 and attendance by each Director is set out below:

Ad hoc

Board meetings

Ad hoc

Board Committee meetings

Director A B A B

Shonaid Jemmett-Page 7 7 2 2

Sian Hill 7 7 2 2

Marten Pieters 7 7 2 0

Simon Pitcher 7 7 2 2

Column A: Indicates the number of meetings held during the period.

Column B: Indicates the number of meetings attended by the Director during the period.

Directors are encouraged when they are unable to attend a meeting to provide the Chairman with their views and comments on matters to be discussed in advance. In addition to their meeting

commitments, the Directors also liaise with the Investment Manager whenever required and there is regular contact outside the Board meeting schedule.

Corporate Governance report continued

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The key procedures which have been established to provide

internal control are that:

— the Board has delegated the day-to-day operations of the

Company to the Administrator and Investment Manager;

however, it retains accountability for all functions it delegates;

— the Board clearly defines the duties and responsibilities

of the Company’s advisors and consultants. Appointment

of advisors are made by the Board after due and careful

consideration. The Board monitors the ongoing performance

of such advisors and consultants and will continue to do so

through the Management Engagement Committee;

— the Board monitors the actions of the Investment Manager

at regular Board meetings and is given frequent updates

on developments arising from the operations and strategic

direction of the underlying investee companies; and

— the Administrator provides administration and company

secretarial services to the Company. The Administrator

maintains a system of internal control on which it regularly

reports to the Board.

Internal controls over financial reporting are designed to provide

reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external

reporting purposes. The Administrator and Investment Manager

both operate risk-controlled frameworks on an ongoing basis

within a regulated environment. The Administrator formally

reports to the Board quarterly through a compliance report and

holds the International Standard on Assurance Engagements

(ISAE) 3402 Type II certification. The certification dates to

October2023, with the period up to 31March2024 being

covered by a bridging letter that states no material changes in

the internal control environment have been noted. This entails

an independent rigorous examination and testing of its controls

and processes. The Investment Manager formally reports to

the Board quarterly and on an ad-hoc basis as required. No

weaknesses or failings within the Administrator or Investment

Manager have been identified.

The systems of control referred to above are designed to

ensure effectiveness and efficient operation, internal control

and compliance with laws and regulations. In establishing the

systems of internal control, regard is paid to the materiality of

relevant risks, the likelihood of costs being incurred and costs of

control. It follows therefore that the systems of internal control can

only provide reasonable but not absolute assurance against the

risk of material misstatement or loss. This process has been in

place for the period under review and up to the date of approval

of this Annual Report. It is reviewed by the Board and is in

accordance with the FRC’s internal control publication: Guidance

on Risk Management, Internal Control and Related Financial and

Business Reporting.

Investment Management Agreement

The Investment Manager has been appointed as the sole

investment manager of the Company. The Investment Manager is

a sector-focused investor in global infrastructure and real assets,

managing infrastructure private equity, infrastructure private

credit and real assets partnerships and managed accounts. The

Investment Manager has particular experience and expertise in

Digital Infrastructure with a dedicated sector team concentrated

in Montreal and London.

Pursuant to the Investment Management Agreement, the

Investment Manager has been delegated responsibility for and

discretion over investing and managing the Company’s assets,

subject to, and in accordance with, the Company’s investment

policy. A summary of fees paid to the Investment Manager is

provided in note 13 to the financial statements.

Under the terms of the Investment Management Agreement,

the Investment Manager is entitled to an annual management

fee, together with reimbursement of certain expenses

reasonably incurred by it in the performance of its duties.

From 31March2024 the Investment Manager is also entitled to

receive a performance fee if certain targets are met.

The Company has delegated the provision of substantially all of

activities to external service providers whose work is overseen by

the Management Engagement Committee. Each year, a detailed

review of performance pursuant to its terms of engagement is

undertaken by the Management Engagement Committee.

In accordance with Listing Rule 15.6.2(2)R and having formally

appraised the performance and resources of the Investment

Manager, in the opinion of the Directors, the continuing

appointment of the Investment Manager on the terms set out in

the Investment Management Agreement is in the interests of the

shareholders as a whole. As noted on page 60, the Management

Engagement Committee reviewed the performance of the

Investment Manager and reported on this to the Board. The

Board concluded the performance of the Investment Manager

was positive, based on its successful deployment of all of the

During June 2024, the Nomination Committee conducted an

internal evaluation of the Board as a whole, individual Directors,

the Chairman and the Audit Committee. The process was in the

form of performance appraisals, questionnaires and discussion

to determine effectiveness and performance in various areas,

as well as the Directors’ continued independence and tenure,

and was facilitated by the Administrator. The process confirmed

that the Board and its Committees operate effectively with an

appropriate level of balance and challenge.

New Directors receive an induction on joining the Board and

the Board and individual Directors regularly meet with senior

representatives of the Investment Manager both formally and

informally to ensure that they remain up to date on relevant issues.

All members of the Board are members of professional bodies

and/or serve on other boards, which contribute to their keeping

abreast of the latest technical and wider developments in their

areas of expertise.

The Board receives presentations from the Investment Manager,

the Company’s brokers and other advisors on matters relevant to

the Company’s business. The Board will continue to assess the

training needs of Directors on an annual basis.

Internal control and financial reporting

The Directors acknowledge that they are responsible for

establishing and maintaining the Company’s system of internal

control and reviewing its effectiveness. Internal control systems

are designed to manage rather than eliminate the risk of failure

to achieve business objectives and can only provide reasonable

but not absolute assurance against material misstatements

or loss. However, the Board’s objective is to ensure that the

Company has appropriate systems in place for the identification

and management of risks. The Directors carry out a robust

assessment of the principal and emerging risks facing the

Company, including those that would threaten its business

model, future position and performance, solvency or liquidity.

As further explained in the Audit Committee report, the risks

of the Company are outlined in a risk matrix which is reviewed

quarterly. All material changes to the risk ratings during the

quarter are considered, along with any action or proposed

action, to ensure that procedures are in place with the intention of

identifying, mitigating and minimising the impact of risks should

they crystallise.

Corporate Governance report continued

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Strategic report Governance Financial statements Additional informationIntroduction 62

Going concern

The Company’s cash balance at 31March2024 was £60.1million.

This is not sufficient to cover its existing current liabilities of

£162.6 million. Current liabilities include loans and borrowings

of £157.6 million which represents amounts due to Cordiant

Digital Holdings Two Limited, the Borrower of the Eurobond,

which falls due by way of bullet repayment in September 2026.

Cordiant Digital Holdings Two Limited is an indirect subsidiary

of the Company, and the Board does not expect that this liability

of £157.6 million will be required to be repaid to Cordiant Digital

Holdings Two Limited before the Eurobond repayment date.

Without this intercompany loan, the cash balance is sufficient to

cover remaining liabilities of £5.0 million, the dividend of £16.9

million with respect to the six-month period ended 31March2024,

and any foreseeable expenses for at least, but not limited to, 12

months from the issuance of the financial statements.

The Board has also reviewed alternative scenarios and stress

testing of the cash flow forecast performed by the Investment

Manager, and concluded that the going concern basis is

appropriate for the preparation of the financial statements.

The most significant cash requirements arise when the Company

makes investments and is required to meet the purchase

considerations for these. The exact amount and timing of these

are sometimes difficult to predict.

The Company’s cash balance is comprised of cash held on

deposit with substantial global financial institutions with strong

credit ratings, and the risk of default by the counterparties is

considered extremely low. Due to this the Directors believe there

is no material going concern risk. The major cash outflows of

the Company are expected to be the payment of dividends and

expenses and the acquisition of new assets. The Company is

closed-ended and there is no requirement for the Company to

redeem shares.

While inflation, high interest rates and market volatility during

the year have affected the way in which the Company’s investee

companies’ businesses are conducted, these did not have

a material direct effect on the results of the business from a

going concern perspective. The Directors are satisfied that the

macroeconomic environment is not likely to significantly restrict

business activity.

equity capital raised by the Company, the returns achieved in

the period on the assets acquired and the hands-on operational

involvement of the Investment Manager’s team.

Relations with shareholders

The Company formally communicates with shareholders in a

number of ways. Regulatory news releases are issued through

the London Stock Exchange’s Regulatory News Service,

as is required under the Company’s regulatory obligations,

in response to routine reporting obligations or to provide

shareholders with updates. An Interim Report is published each

year reporting on Company performance to 30September and

the Annual Report is published following the end of the financial

year, both of which are available on the Company’s website.

In addition, the Company’s website contains comprehensive

information, including Company notifications, share information,

financial reports, investment objectives and policy, investor

contacts and information on the Board and corporate

governance. Shareholders and other interested parties can

subscribe to email news updates by registering on the website

www.cordiantdigitaltrust.com.

The Chairman either alone or together with the Senior

Independent Director met with a number of institutional

shareholders following the release of the results for the period to

31March2023 and at other times during the year. The matters

raised at those meetings were relayed to the Board and to the

Investment Manager and other advisers where appropriate.

The Directors and Investment Manager receive both formal

and informal feedback from analysts and investors, which is

presented to the Board by the Investment Manager and the

Company’s brokers. The Administrator also receives informal

information requests and feedback via queries submitted

through a Company dedicated mailbox and these are addressed

by the Board, the Investment Manager or the Administrator,

where applicable.

Other stakeholders

The wider stakeholders of the Company include its shareholders,

the environment, the Investment Manager, service providers,

communities, governmental and regulatory bodies. The Board

recognises and values these stakeholders. Further information

about the Company’s stakeholders and engagement with them is

set out on pages 38 to 41.

The Directors and Investment Manager are actively monitoring

these risks and their potential effect on the Company and its

underlying investments. In particular, they have considered the

following specific key potential impacts:

— increased volatility in the fair value of investments;

— disruptions to business activities of the underlying investments;

— recoverability of income and principal and allowance for

expected credit losses; and

— the Company’s ability to raise capital during the current

market conditions.

In considering the above key potential impacts of market volatility

on the Company and its underlying investments, the Investment

Manager has assessed these with reference to the mitigation

measures in place. Based on this assessment, the Directors do

not consider that the effects of market volatility have created a

material uncertainty over the assessment of the Company as a

going concern.

As further detailed in note 6 to the financial statements, the

Board uses a third-party valuation provider to perform a

reasonableness assessment of the Investment Manager’s

valuation of the underlying investments. Additionally, the

Investment Manager and Directors have considered the cash

flow forecast to determine the term over which the Company can

remain viable given its current resources.

On the basis of this review, and after making due enquiries, the

Directors have a reasonable expectation that the Company has

adequate resources to continue in operational existence for

at least the period to 30September 2025, being the period of

assessment covered by the Directors and there are no material

uncertainties that would affect this conclusion. Accordingly,

they continue to adopt the going concern basis in preparing the

financial statements.

Corporate Governance report continued

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 63

Audit Committee report

The Audit Committee is aware that certain sections of the Annual

Report are not subject to formal statutory audit, including the

Chairman’s statement, the Investment Manager’s report and

certain disclosures relating to Directors’ remuneration. All

information in these sections, as well as that in the audited

sections, is reviewed by the Audit Committee.

The Audit Committee is required to report its findings to the

Board, identifying any matters on which it considers that action

or improvement is needed, and make recommendations on the

steps to be taken.

The external auditor was invited to attend the Audit Committee

meetings at which the Annual Report was considered. They

have the opportunity to meet with the Committee without

representatives of the Investment Manager or Administrator

being present at least once per year.

Financial reporting

The primary role of the Audit Committee in relation to financial

reporting is to review with the Administrator, the Investment

Manager and the external auditor and report to the Board on

the appropriateness of the Annual Report and Interim Report,

concentrating on, among other matters:

— the quality and acceptability of accounting policies and

practices;

— the clarity of the disclosures and compliance with financial

reporting standards and relevant financial and governance

reporting requirements;

— material areas in which significant judgements have been

applied or where there has been discussion with the external

auditor including going concern and viability statement;

— whether the Annual Report, taken as a whole, is fair, balanced

and understandable and provides the information necessary

for shareholders to assess the Company’s position and

performance, business model and strategy; and

— any correspondence from regulators in relation to

financialreporting.

To aid its review, the Audit Committee considers reports from the

Administrator and the Investment Manager and also reports from

the external auditor on the outcome of its annual audit.

The Audit Committee, chaired by Sian Hill, operates within

clearly defined terms of reference, which are available from

the Company’s website, and include all matters indicated by

Disclosure Guidance and Transparency Rule 7.1, the AIC Code

and the UK Code. Its other members are Marten Pieters and

Simon Pitcher. Members of the Audit Committee are independent

of the Company’s external auditor and Investment Manager.

The Audit Committee meets no less than twice a year, and at

such other times as the Audit Committee Chairman requires,

and meets the external auditor at least once a year.

The Committee members have considerable financial and

business experience, and the Board has determined that the

membership as a whole has sufficient recent and relevant sector

and financial experience to discharge its responsibilities and that

at least one member has competence in accounting or auditing.

Responsibilities

The main duties of the Audit Committee are to:

— monitor the integrity of the Company’s financial statements

and regulatory announcements relating to its financial

performance and review significant financial reporting

judgements;

— report to the Board on the appropriateness of the Company’s

accounting policies and practices;

— consider the ongoing assessment of the Company as a going

concern and assessment of longer term viability;

— review and challenge the valuations of the Company’s

investments prepared by the Investment Manager, and

provide a recommendation to the Board on the valuation of the

Company’s investments;

— oversee the relationship with the external auditor, including

agreeing its remuneration and terms of engagement, reviewing

its reporting, monitoring its independence, objectivity and

effectiveness, ensuring that any non-audit services are

appropriately considered, and making recommendations to

the Board on its appointment, reappointment or removal, for it

to put to the shareholders in general meeting;

— monitor and consider annually whether there is a need for the

Company to have its own internal audit function;

— keep under review the effectiveness of the Company’s internal

controls, including financial controls and risk management

systems (including review and consideration of the

Company’s risk matrix);

— review and consider the UK Code, the AIC Code, and the AIC

Guidance on Audit Committees; and

— report to the Board on how it has discharged its responsibilities.

“The Committee’s role is to supervise the

financial reporting, risk management,

control environment and audit process of

the Company.”

Sian Hill

Audit Committee Chairman

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 64

Audit Committee report continued

The Audit Committee reviews, considers and, if thought

appropriate, recommends for the purposes of the Company’s

financial statements, valuations prepared by the Investment

Manager in respect of the investments.

As outlined in note 6 to the financial statements, the total carrying

value of the investments at fair value through profit or loss at

31March2024 was £1,005.9million.

The Audit Committee has satisfied itself that the key estimates

and assumptions used in the valuation models for investee

companies are appropriate and that the investments have been

fairly valued.

The valuation process and methodology was discussed with the

Investment Manager and with the external auditor at the Audit

Committee meeting held on 14June2024. Due to the illiquid and

subjective nature of the Company’s investments, the Investment

Manager uses an independent third-party valuation expert to

perform an independent valuation, which is used to assess

the reasonableness of the Investment Manager’s half-yearly

valuations of the underlying investments. The independent

valuation expert provides a detailed valuation report to the

Company at each period end.

Accounting for subsidiaries

The Directors have concluded that the Company has all the

elements of control as prescribed by IFRS 10 ‘Consolidated

Financial Statements’ in relation to all its subsidiaries and that the

Company satisfies the three essential criteria to be regarded as

an investment entity as defined in IFRS 10, IFRS 12 ‘Disclosure of

Interests in Other Entities’ and IAS 27 ‘Consolidated and Separate

Financial Statements. The three essential criteria, and how the

Company has satisfied these are outlined in note 2.

Meetings

During the year ended 31March2024, the Audit Committee met

four times formally and there was ongoing liaison and discussion

between the external auditor and the Audit Committee Chair with

regards to the audit approach and the identified risks.

The matters discussed at those meetings include:

— review of the terms of reference of the Audit Committee for

approval by the Board;

— review of the accounting policies and format of the

financialstatements;

— review of significant areas of financial judgement;

— review and approval of the audit plan of the external auditor;

— discussion and approval of the fee for the external audit;

— detailed review of the valuations of the Company’s investment

portfolio and recommendation for approval by the Board;

— detailed review of the Interim Report and half-yearly portfolio

valuations, and recommendation for approval by the Board;

— assessment of the independence of the external auditor;

— assessment of the effectiveness of the external audit process;

and

— review of the Company’s key risks and internal controls.

The Audit Committee met on 14June2024 to review the results of

the audit and to consider the Annual Report for the period ended

31March2024, which the Board approved on 19June2024.

Significant areas of judgement considered

The Audit Committee has determined that a key risk of

misstatement of the Company’s financial statements relates to

the valuation of its investments at fair value through profit or loss,

in the context of the judgements necessary to evaluate market

values of the underlying investments. There is also an inherent

risk of management override as the Investment Manager’s

fees are dependent on the performance of the Company’s

NAV and share price. The first performance fee calculation

date is 31March2024 and subsequent calculation dates are

on 31March each year thereafter. The Investment Manager is

responsible for calculating the NAV with the assistance of the

Administrator, prior to approval by the Board.

Management fee

The Investment Manager receives from the Company an annual

management fee, based on the average market capitalisation of

the Company, calculated and paid monthly in arrears using the

average market capitalisation for each LSE trading day for the

relevant month. The management fee has been payable since

30April2021, being the date on which more than 75% of the IPO

proceeds were deployed in investment activities.

The annual management fee is calculated on the following basis:

— 1.00% of the average market capitalisation up to £500million;

— 0.90% of the average market capitalisation between

£500million and £1billion; and

— 0.80% of the average market capitalisation in excess of

£1billion.

Following the publication of each Interim Report and Annual

Report and financial statements, the Investment Manager is

required to apply an amount, in aggregate, equal to 10% of the

annual management fee for the preceding six-month period in

the following manner:

a) if the average trading price, calculated over the 20 trading

days immediately preceding the announcement date, is equal

to, or higher than, the last reported NAV per ordinary share

(as adjusted to reflect any dividends reflected in the average

trading price) the Investment Manager shall use the relevant

amount to subscribe for new ordinary shares (rounded down

to the nearest whole number of ordinary shares), issued at the

average trading price; or

b) if the average trading price is lower than the last reported

NAV per ordinary share (as adjusted to reflect any dividends

reflected in the average trading price) the Investment

Manager shall, as soon as reasonably practicable, use

the relevant amount to make market purchases of ordinary

shares (rounded down to the nearest whole number of

ordinary shares) within two months of the relevant NAV

announcement date.

Even though the annual management fee is payable on a monthly

basis, ordinary shares will only be acquired by the Investment

Manager on a half-yearly basis.

Any ordinary shares subscribed or purchased by the Investment

Manager pursuant to the above arrangements will, subject to

usual exceptions, be subject to a lock-up of 12 months from the

date of subscription or purchase.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 65

Committee considers BDO Limited to be independent of the

Company and that there is no threat to the objectivity and

independence of the conduct of the audit.

To further safeguard the objectivity and independence of

the external auditor from becoming compromised, the Audit

Committee are aware of the FRC’s Ethical Standard 2019 which

precludes BDO Limited from providing certain services such as

valuation work or the provision of accounting services and also

sets a presumption that BDO Limited should only be engaged

for non-audit services where they are best placed to provide

those services, for example the interim review and reporting

accountant services. The Ethical Standard also imposes a

cap on fees to be charged by a company’s external auditor for

non-audit services at 70% of the average statutory audit fees

for the previous three years.

To fulfil its responsibility regarding the independence of the

external auditor, the Audit Committee considers:

— discussions with or reports from the external auditor

describing its arrangements to identify, report and manage

any conflicts of interest; and

— the extent of non-audit services provided by the

externalauditor.

To assess the effectiveness of the external auditor, the

committee reviews:

— the external auditor’s fulfilment of the agreed audit plan and

variations from it;

— discussions or reports highlighting the major issues that arose

during the course of the audit; and

— feedback from other service providers evaluating the

performance of the audit team.

Fees paid to the Company’s auditor during the year are as

follows:

For the year

ended

31 March 2024

£’000

Fees to the Company’s auditor for audit of the

statutory financial statements

198

Risk management

The Board is accountable for carrying out a robust assessment of

the principal and emerging risks facing the Company, including

those threatening its business model, future position and

performance, solvency and liquidity. On behalf of the Board, the

Audit Committee reviews the effectiveness of the Company’s

risk management processes. The Company’s risk assessment

process and the way in which significant business risks are

managed is a key area of focus for the Audit Committee.

The work of the Audit Committee was driven primarily by the

Company’s assessment of its principal risks and uncertainties

as set out in the Strategic report. The Audit Committee receives

reports from the Investment Manager and Administrator on the

Company’s risk evaluation process and reviews changes to

significant risks identified.

Internal audit

The Audit Committee considers at least once a year whether or

not there is a need for an internal audit function. Currently, the

Audit Committee does not consider there to be a need for an

internal audit function, given that there are no employees in the

Company and all outsourced functions are with parties who have

their own internal controls and procedures.

External audit

BDO Limited has been the Company’s external auditor since the

Company’s incorporation.

The external auditor is required to rotate the audit partner every

five years. There are no contractual obligations restricting the

choice of external auditor and the Company will put the audit

services contract out to tender at least every ten years. Under

Guernsey company law, the reappointment of the external

auditor is subject to shareholder approval at the AGM. The Audit

Committee continues to monitor the performance of the external

auditor on an annual basis and considers its independence and

objectivity, taking account of appropriate guidelines. In addition,

the Committee Chair continues to maintain regular contact with

the lead audit partner outside the formal Committee meeting

schedule, not only to discuss formal agenda items for upcoming

meetings, but also to review any other significant matters.

The Audit Committee reviews the scope and results of the audit,

its cost effectiveness and the independence and objectivity

of the external auditor, with particular regard to the level of

any non-audit fees. No non-audit services were provided by

the Company’s auditor during the year and as such, the Audit

The statutory audit fee for the year ended 31 March 2024 is

£198,100 which excludes an amount of £10,000 paid in the period

and relating to the prior year.

The Audit Committee is satisfied with BDO Limited’s effectiveness

and independence as external auditor having considered the

degree of diligence and professional scepticism demonstrated.

Having carried out the review described above and having

satisfied itself that the external auditor remains independent and

effective, the Audit Committee has recommended to the Board

that BDO Limited be reappointed as external auditor for the year

ending 31March2025.

On behalf of the Audit Committee

Sian Hill

Audit Committee Chairman

19 June 2024

Audit Committee report continued

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 66

Karlštejn II Transmitter,

Czech Republic.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 67

Directors’ report

to all of the surplus assets of the Company attributable to the

ordinary shares. Ordinary shareholders are also entitled to attend

and vote at all general meetings of the Company and, on a poll, to

one vote for each ordinary share held.

Subscription Shares carry no right to any dividends paid by the

Company and Subscription shareholders have no voting rights.

Authority to buy back shares

The current authority of the Company to make market purchases

of up to 115,799,205 ordinary shares (being 14.99% of the issued

ordinary share capital as at the date of the 2023AGM held on

28July2023, the date the resolution was passed) is due to expire

at the conclusion of the 2024AGM. At the 2024 AGM, the Board

will seek to renew this authority.

Along with most other companies in the investment trust sector,

the Company’s shares traded at a discount to NAV throughout

the year, largely as a result of macroeconomic factors. In

February2023 the Board approved a discretionary programme

of share buybacks of up to £20million, of which £5.4million had

been executed by 31March2024. The buyback programme is

not subject to a set cut-off date.

All buybacks of ordinary shares made during the year have

been made subject to Company Law and the authority granted

by shareholders at the 2023AGM and within any guidelines

established from time to time by the Board. The making and

timing of any buybacks is at the absolute discretion of the Board.

Ordinary shares will only be repurchased at a price which,

after repurchase costs, represents a discount to the net asset

value per ordinary share and where the Directors believe such

purchases will enhance shareholder value. Such purchases

will also only be made in accordance with the Listing Rules

which provide that the price to be paid must not be more than

5% above the average of the middle market quotations for the

ordinary shares for the five business days before the shares are

purchased unless previously advised to shareholders.

Note 10 of the Annual Report details the share buybacks which

have occurred during the period.

Modern Slavery Act

As per section 54(1) of the Modern Slavery Act 2015, our Modern

Slavery Statement is reviewed and approved by the Board on an

annual basis and published on our website.

The Directors present their Annual Report and audited financial

statements for the Company for the year ended 31March2024.

The Corporate Governance report on pages 56 to 63 forms part

of this report.

Details of the Directors who held office during the period and as

at the date of this report are provided on pages 54 and 55.

Capital structure

The Company is an externally managed closed-ended

investment company and its principal activity is to invest in Digital

Infrastructure assets.

The Company was incorporated in Guernsey under Company

Law on 4January2021 as a non-cellular company limited by

shares with an indefinite life. It is domiciled in Guernsey and is tax

resident in the UK. The Company is registered with the GFSC as a

registered closed-ended collective investment scheme pursuant

to the Protection of Investors (Bailiwick of Guernsey) Law 2020

and the Registered Collective Investment Scheme Rules and

Guidance 2021.

On 16February2021, the Company’s ordinary shares were

admitted to the Specialist Fund Segment of the Main Market of

the London Stock Exchange. The Company successfully raised

gross proceeds of £370million at IPO, and a further £200million

gross proceeds through the placing of new ordinary shares in

January2022. £185million of gross proceeds were raised from

the issue of C shares in June2021 with the C Shares all converting

into ordinary shares on 20January2022. A further £40million

was raised through the exercise of Subscription Shares.

As at 31March2024, the Company’s issued share capital

comprised 773,559,707 ordinary shares, of which 7,269,230

ordinary shares were held in treasury, and 6,434,884

Subscription Shares.

The total issued share capital with voting rights as at

31March2024 was 766,290,477 ordinary shares and this

figure may be used by shareholders as the denominator for the

calculations by which they will determine if they are required to

notify their interest in, or a change to their interest in, the Company

under the FCA’s Disclosure Guidance and Transparency Rules.

Ordinary shareholders are entitled to all distributions paid by

the Company and, on a winding up, provided the Company has

satisfied all of its liabilities, ordinary shareholders are entitled

Significant interests

Significant shareholdings in the Company as at 31 March 2024

are detailed below.

Ordinary shares

held %

Sarasin & Partners 8.13

Evelyn Partners (Retail) 6.59

Rathbones 6.43

Foresight Group 4.48

Charles Stanley 3.91

Killik, stockbrokers 3.88

Nottinghamshire County Council 3.02

In addition, the Company also provides the same information as

at 31 May 2024, being the most current information available.

Ordinary shares

held %

Asset Value Investors 8.40

Evelyn Partners (Retail) 6.53

Rathbones 6.43

Foresight Group 4.24

Sarasin & Partners 4.02

Killik, stockbrokers 3.90

Charles Stanley 3.82

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 68

Directors’ report continued

Investment trust status

On 5May2021, HMRC approved the Company’s application to

be an approved investment trust for the purposes of section 1158

of the Corporation Tax Act 2010, as amended, and the Investment

Trust (Approved Company) (Tax) Regulations 2011, subject to

continuing to meet the relevant conditions. The Directors intend

at all times to conduct the affairs of the Company so as to enable it

to meet those conditions and continue to qualify as an investment

trust. In particular, the Company generally must not retain in

respect of any accounting period an amount which is greater than

15% of its eligible investment income and must distribute by way

of dividend an amount required to comply with this requirement

not later than 12 months following the end of the accounting

period in which the income arises.

AIFMD disclosures

The Directors have considered the impact of AIFMD on the

Company and its operations. The Company is a non-EU

domiciled Alternative Investment Fund and the Investment

Manager has been appointed as the Company’s non-EU AIFM.

As the Company is managed by a non-EU AIFM, only a limited

number of the provisions of AIFMD apply.

Report on remuneration and quantitative remuneration disclosure

Under the AIFMD, the Company is required to make disclosures

relating to remuneration of staff working for the Investment

Manager for the year to 31March2024.

Amount of remuneration paid

The Investment Manager paid the following remuneration to

staff in respect of the financial year ending on 31March2024 in

relation to work on the Company.

31 March 2024

£’000

Fixed remuneration 1,685

Variable remuneration 1,258

Total remuneration 2,943

Number of beneficiaries 16

The amount of the aggregate remuneration paid (or to be paid)

by the Investment Manager to its partners which has been

attributed to the Company in respect of the financial year ending

on 31March2024 was £2.5million (2023: £2.5million). The

amount of the total remuneration paid by the Investment Manager

to members of its staff whose actions have a material impact on

the risk profile of the Company and which has been attributed

to the Company in respect of the financial year ending on

31March2024 was £2.9million (2023: £1.7million).

Leverage

The Company’s long-term gearing is expected to be between

20% and 35% of gross asset value and shall not exceed a

maximum of 50% of gross asset value, calculated at the time of

drawdown. The use of borrowings and leverage has attendant

risks and can, in certain circumstances, substantially increase

the adverse impact to which the Company’s investment portfolio

may be subject. For the purposes of this disclosure, leverage

is any method by which the Company’s exposure is increased,

whether through borrowing of cash or securities, or leverage

embedded in foreign exchange forward contracts or by any other

means. AIFMD requires that each leverage ratio be expressed

as the ratio between a Company’s exposure and its net asset

value, and prescribes two required methodologies, the gross

methodology and the commitment methodology (as set out in

AIFMD Level 2 Implementation Guidance), for calculating such

exposure. Using the methodologies prescribed under AIFMD,

the leverage of the Company is detailed in the table below:

Commitment

leverage as at

31 March 2024

Gross leverage

as at

31 March 2024

Leverage ratio 19% 19%

Other risk disclosures

The risk disclosures relating to the risk framework and risk profile

of the Company are set out in note 16 on pages 97 to 100 and Risk

management on pages 42 and 43.

Pre-investment disclosures

AIFMD requires certain information to be made available to

investors in an AIF before they invest and requires that material

changes to this information be disclosed in the Annual Report

of the AIF. There have been no material changes (other than

those reflected in these financial statements) to this information

requiring disclosure.

Business review and diversity

A business review is contained in the Investment Manager’s

report on pages 14 to 22 and the Company’s policy on diversity is

contained in the Corporate Governance report on page 57.

Directors’ indemnity

Directors’ and Officers’ liability insurance cover is in place in

respect of the Directors. The Company’s Articles of Incorporation

provide, subject to the provisions of the relevant Guernsey

legislation, an indemnity for Directors in respect of costs which

they may incur relating to the defence of any proceedings

brought against them arising out of their positions as Directors,

in which they are acquitted or judgement is given in their favour

by the court.

Except for the indemnity provisions in the Company’s Articles of

Incorporation and in the Directors’ letters of appointment, there

are no qualifying third-party indemnity provisions in force.

Risks and risk management

The Company is exposed to financial risks such as price risk,

interest rate risk, credit risk and liquidity risk and the management

and monitoring of these risks is detailed in note 16 to the financial

statements.

Independent auditor

The Directors will propose the reappointment of BDO Limited

as the Company’s auditor and resolutions concerning this and

the remuneration of the Company’s auditor will be proposed

at the AGM.

At the time that this report was approved, so far as each of the

Directors is aware:

— there is no relevant audit information of which the auditor is

unaware; and

— they have taken all the steps they ought to have taken to make

themselves aware of any audit information and to establish

that the auditor is aware of that information.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 69

Directors’ report continued

Going concern

The Directors have a reasonable expectation that the Company

has adequate resources to continue in operational existence for

at least the period to 30September2025, being the period of

assessment covered by the Directors. Accordingly, the Company

continues to adopt the going concern basis of accounting in

preparing the financial statements.

By order of the Board

Shonaid Jemmett-Page

Chairman

19 June 2024

Annual Report

As disclosed in the Audit Committee report on pages 64 to 66,

the Audit Committee has given due consideration that the Annual

Report, taken as a whole, is fair, balanced and understandable.

Therefore, the Board is of the opinion that the Annual Report

provides the information necessary for shareholders to assess

the position and performance, strategy and business model of

the Company.

The Board recommends that the Annual Report, the Directors’

report and the Independent Auditor’s report for the period ended

31March2024 are received and adopted by the shareholders

and a resolution concerning this will be proposed at the AGM.

Dividends

With respect to the six months ended 31March2024, the Board

has declared a dividend of £16.9million, equivalent to 2.2p per

share, as disclosed in note 15 to the financial statements. This

brings the total distribution declared with respect to the period

ended 31March2024 to 4.2p per share.

Subsequent events

There have been no significant subsequent events, other than

those disclosed in note 19 to the financial statements.

Strategic report

A review of the business and future outlook and the principal and

emerging risks and uncertainties of the Company are disclosed

in the Strategic report on pages 4 to 51.

Prompt payment

The Board recognises that relationships with suppliers are

enhanced by prompt payment and the Administrator, in

conjunction with the Investment Manager, has procedures

in place to ensure all payments are processed within the

contractual terms agreed with the individual suppliers.

Whistleblowing

The Board has considered arrangements by which staff of the

Investment Manager or Administrator may, in confidence, raise

concerns within their respective organisations about possible

improprieties in matters of financial reporting or other matters. It

has concluded that adequate arrangements are in place for the

proportionate and independent investigation of such matters

and, where necessary, for appropriate follow-up action to be

taken within their organisation.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 70

Statement of Directors’ responsibilities

Website publication

The Directors are responsible for ensuring the Annual Report

and the financial statements are made available on a website.

The financial statements are published on the Company’s

website in accordance with legislation in the UK governing the

preparation and dissemination of financial statements, which

may vary from legislation in other jurisdictions. The maintenance

and integrity of the Company’s website is the responsibility

of the Directors. The Directors’ responsibilities also extend

to the ongoing integrity of the financial statements contained

therein. Legislation in Guernsey governing the preparation

and dissemination of the financial statements may differ from

legislation in other jurisdictions.

Directors’ responsibilities pursuant to DTR4

Each of the Directors, whose names are set out on pages 54 and

55 confirms to the best of their knowledge and belief that:

— the Company’s financial statements have been prepared in

accordance with IFRS, as issued by IASB, and give a true and

fair view of the assets, liabilities, financial position and profit

and loss of the Company; and

— the Annual Report includes a fair review of the development

and performance of the business and the financial position of

the Company, together with a description of the principal and

emerging risks and uncertainties that they face.

Fair, balanced and understandable

The Directors are responsible for preparing the Annual Report

in accordance with applicable law and regulations. Having

taken advice from the Audit Committee, the Directors consider

the Annual Report, taken as a whole, is fair, balanced and

understandable and that it provides the information necessary

for shareholders to assess the Company’s position and

performance, business model and strategy.

On behalf of the Board

Shonaid Jemmett-Page

Chairman

19 June 2024

Company Law requires the Directors to prepare financial

statements for each financial year and the Directors have elected

to prepare the Company’s financial statements in accordance

with IFRS, as issued by IASB. Under Company Law the Directors

must not approve the financial statements unless they are

satisfied that they give a true and fair view of the state of affairs

of the Company and of the profit or loss for the Company for

that year, are in accordance with IFRS and comply with any

enactment for the time being in force.

In preparing these financial statements, the Directors are

required to:

— select suitable accounting policies and apply them

consistently;

— make accounting estimates that are reasonable and prudent;

— prepare the financial statements on the going concern basis

unless it is inappropriate to presume that the Company will

continue in business;

— present information in a manner that is relevant, reliable,

comparable and understandable; and

— state whether or not applicable accounting standards have

been followed, subject to any material departures disclosed

and explained in the financial statements.

The Directors confirm that they have complied with the above

requirements in preparing the financial statements. The Directors

are responsible for keeping adequate accounting records that

are sufficient to show and explain the Company’s transactions

and disclose with reasonable accuracy at any time the financial

position of the Company and enable them to ensure that the

financial statements comply with Company Law.

They are also responsible for safeguarding the assets of

the Company and hence for taking reasonable steps for the

prevention and detection of fraud and other irregularities.

The Directors are responsible for ensuring that the Annual

Report, taken as a whole, is fair, balanced and understandable

and provides the information necessary for shareholders to

assess the Company’s position and performance, business

model and strategy.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 71

Financial statements

Independent Auditor’s Report to the Members of

Cordiant Digital Infrastructure Limited 74

Statement of Financial Position 80

Statement of Comprehensive Income 81

Statement of Changes in Equity 82

Statement of Cash Flows 83

Notes to the financial statements 84

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 72

Kazimierz Dolny Mast,

Kazimierz Dolny, Poland.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 73

Independent Auditor’s Report to the Members of Cordiant Digital Infrastructure Limited

Opinion on the financial statements

In our opinion, the financial statements of Cordiant Digital Infrastructure Limited (“the Company”):

— give a true and fair view of the state of the Company’s affairs as at 31 March 2024 and of its profit

for the year then ended;

— have been properly prepared in accordance with International Financial Reporting Standards

(“IFRS”) as issued by the IASB; and

— have been properly prepared in accordance with the requirements of the Companies (Guernsey)

Law, 2008.

We have audited the financial statements of the Company for the year ended 31 March 2024

which comprise the Statement of Financial Position, the Statement of Comprehensive Income, the

Statement of Changes in Equity, the Statement of Cash Flows and notes to the financial statements,

including a summary of significant accounting policies.

The financial reporting framework that has been applied in their preparation is applicable law and

International Financial Reporting Standards (“IFRS”) as issued by the IASB.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs(UK))

and applicable law. Our responsibilities under those standards are further described in the

Auditor’s responsibilities for the audit of the financial statements section of our report. We believe

that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion. Our audit opinion is consistent with the additional report to the audit committee.

Independence

During the year it was identified that BDO Czech Republic, a separate BDO Member Firm, had

provided valuation services in relation to one of the investee entities, through BDO Czech Republic

being appointed by and acting for an unrelated third party. As such, this constitutes a service which

is not permitted to be provided to a Public Interest Entity which is also an audited entity, under

paragraph 5.40 of the FRC Ethical Standard (2019). The service was provided during the financial

year ended 31 March 2024 (“FY24”) in relation to an historic valuation in 2004/05. As such, the

services provided by BDO Czech Republic have had no effect on Cordiant Digital Infrastructure

Limited’s Financial Statements. We have therefore assessed any threats to independence arising

from the provision of this non-audit service and, in our professional judgment, we confirm that

based on our assessment of the breach, following the identification of the breach, our integrity and

objectivity as Auditor has not been compromised. We believe that an Objective, Reasonable and

Informed Third Party would also conclude that the provision of this service would not impair our

integrity or objectivity for any of the impacted financial years. Those charged with governance at the

entity have concurred with this view.

Other than the matter noted above, we remain independent of the Company in accordance with the

ethical requirements that are relevant to our audit of the financial statements in the UK, including

the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our

other ethical responsibilities in accordance with these requirements. No other non-audit services

prohibited by the FRC’s Ethical Standard (2019) were provided to the entity.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors’ use of the going concern

basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of

the Directors’ assessment of the Company’s ability to continue to adopt the going concern basis of

accounting included:

— Obtaining the paper prepared by the Directors in respect of going concern and discussing, and

also challenging, this with both the Company’s Directors and management;

— Examining the Directors cash flow forecasts and their stress tests of future income and

expenditure;

— We agreed the projected cash inflow from the underlying investments to the valuation models

used to perform the investment valuation audit procedures as detailed within the Key Audit

Matters section below; and

— Reviewing the minutes of the Board Meetings and the Company’s RNS (Regulatory News

Services) announcements and the compliance reports for any indicators of concerns in respect

of going concern.

Based on the work we have performed, we have not identified any material uncertainties relating to

events or conditions that, individually or collectively, may cast significant doubt on the Company’s

ability to continue as a going concern for a period of at least twelve months from when the financial

statements are authorised for issue.

In relation to the Company’s reporting on how it has applied the UK Corporate Governance Code,

we have nothing material to add or draw attention to in relation to the Directors’ statement in the

financial statements about whether the Directors considered it appropriate to adopt the going

concern basis of accounting.

Our responsibilities and the responsibilities of the Directors with respect to going concern are

described in the relevant sections of this report.

Cordiant Digital Infrastructure Limited Annual Report 2024

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Independent Auditor’s Report to the Members of Cordiant Digital Infrastructure Limited continued

Overview

Key audit matters 2024 2023

Valuation of Investments

Materiality Company financial statements as a whole

£18.4m (2023:£17.5m) based on 2% (2023: 2%) of Net Assets

An overview of the scope of our audit

Our audit was scoped by obtaining an understanding of the Company and its environment,

including the Company’s system of internal control, and assessing the risks of material misstatement

in the financial statements. We also addressed the risk of management override of internal controls,

including assessing whether there was evidence of bias by the Directors that may have represented

a risk of material misstatement.

In designing our overall audit approach, we determined materiality and assessed the risk of material

misstatement in the financial statements.

This assessment took into account the likelihood, nature and potential magnitude of any

misstatement. As part of this risk assessment, we considered the Company’s interaction with the

Manager and the Company’s Administrators. We considered the control environment in place at the

Manager and the Company’s Administrators to the extent that it was relevant to our audit. Following

this assessment, we applied professional judgement to determine the extent of testing required over

each balance in the financial statements.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial statements of the current period and include the most significant assessed

risks of material misstatement (whether or not due to fraud) that we identified, including those

which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit,

and directing the efforts of the engagement team. These matters were addressed in the context of

our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not

provide a separate opinion on these matters.

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Independent Auditor’s Report to the Members of Cordiant Digital Infrastructure Limited continued

Key audit matter How the scope of our audit addressed the key audit matter

Valuation of investments

(Refer to Notes 2 and 6 to the

financial statements)

The investment portfolio consists of five unlisted investments, two

of which were acquired during the year.

The investments consist of loan and equity investments. As the

loans are an integral part of the investment, they are included as

part of the overall investment valuation.

Four of the investments are valued on a discounted cash flow

basis.

The remaining investment is immaterial and carried at cost, being

the price of recent investment, due to it only being acquired in

January 2024.

The valuations are subjective, with a high level of judgment and

estimation linked to the determination of fair value with limited

market information available.

These estimates and judgements include discount rate, inflation,

asset life, revenue projections and terminal growth rate

As a result of the subjectivity, there is a risk of an inappropriate

valuation model being applied, together with the risk of

inappropriate inputs to the model being used.

Management also utilised a third-party valuation provided to

perform a reasonableness assessment of the valuation of the

underlying investments.

There is also a risk of error in the discounted cash flow models

through inaccurate inputs being used.

The valuation of the unlisted investments is a key driver of the

Company’s net asset value and total return. Incorrect valuations

could have a significant impact on the net asset value of the

Company and therefore the return generated for shareholders.

As such we determined this to be an area of audit focus and a key

audit matter.

In respect of the loan portion of the investments:

— We vouched the loan drawdowns to loan agreements and verified the terms of the loan.

— We recalculated the loan interest on the loans based on the agreements and compared to that

calculated by management.

In respect of the equity investment fair valued using a discounted cash flow model, our

procedures included:

— We utilised our internal valuation experts to assess and challenge the reasonableness and

appropriateness of the valuation model/method and the key inputs into the valuation such as

discount rates and tax rates.

— For the cashflow forecast we obtained a detailed understanding of the cashflow forecasts,

challenged management and obtained support for the key inputs that drove the valuation.

— Utilised spreadsheet analysis tools to assess the integrity of the valuation models.

— Challenged the appropriateness of the selection and application of key assumptions in the model

including the discount rate, inflation, asset life, revenue projections and terminal growth rate

applied by benchmarking to available industry data and consulting with our internal valuations

experts.

— For the key assumptions in the valuation models, we also considered whether alternative

reasonable assumptions could have been applied. We considered each assumption in

isolation as well as in conjunction with other assumptions and the valuation as a whole. Where

appropriate, we sensitised the valuation where other reasonable alternative assumptions could

have been applied.

— Reviewed the corporation tax workings within the valuation model and considered whether these

had been modelled accurately in the context of current corporation tax legislation and rates.

— Agreed cash and other net assets to bank statements and investee company management

accounts.

— Considered the accuracy of forecasting by comparing previous forecasts to actual results.

— We obtained management’s third-party expert valuation and assessed whether this supported

management’s calculation of fair value at period end. We reviewed the report for any factors that

would indicate that the fair value calculated by management is inappropriate. In addition, we

assessed the independence, objectivity and expertise of management’s expert.

Key observations

Based on our procedures performed we found the valuation estimates and judgements were within

an acceptable range.

Cordiant Digital Infrastructure Limited Annual Report 2024

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Independent Auditor’s Report to the Members of Cordiant Digital Infrastructure Limited continued

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating

the effect of misstatements. We consider materiality to be the magnitude by which misstatements,

including omissions, could influence the economic decisions of reasonable users that are taken on

the basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed

materiality, we use a lower materiality level, performance materiality, to determine the extent of

testing needed. Importantly, misstatements below these levels will not necessarily be evaluated

as immaterial as we also take account of the nature of identified misstatements, and the

particular circumstances of their occurrence, when evaluating their effect on the financial

statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a

whole and performance materiality as follows:

Company Financial Statements

2024 2023

Materiality £18.4m £17.5m

Basis for determining

materiality

2% of Net Assets 2% of Net Assets

Rationale for the

benchmark applied

Net assets are considered to be the benchmark of most interest

to the users of the financial statements in understanding the

financial position of the Company as an investor in Digital

Infrastructure assets.

Performance materiality £13.8m £13.1m

Basis for determining

performance materiality

75% of Materiality

This was determined using our professional judgement and took

into account the complexity and our accumulated knowledge of

the engagement.

Reporting threshold

We agreed with the Audit Committee that we would report to them all individual audit differences

in excess of £920,000 (2023:£350,000). We also agreed to report differences below this threshold

that, in our view, warranted reporting on qualitative grounds.

Cordiant Digital Infrastructure Limited Annual Report 2024

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Independent Auditor’s Report to the Members of Cordiant Digital Infrastructure Limited continued

Other information

The Directors are responsible for the other information. The other information comprises the

information included in the annual report, other than the financial statements and our auditor’s report

thereon. Our opinion on the financial statements does not cover the other information and, except

to the extent otherwise explicitly stated in our report, we do not express any form of assurance

conclusion thereon. Our responsibility is to read the other information and, in doing so, consider

whether the other information is materially inconsistent with the financial statements or

our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.

If we identify such material inconsistencies or apparent material misstatements, we are required to

determine whether this gives rise to a material misstatement in the financial statements themselves.

If, based on the work we have performed, we conclude that there is a material misstatement of this

other information, we are required to report that fact.

We have nothing to report in this regard.

Corporate governance statement

The Listing Rules require us to review the Directors’ statement in relation to going concern,

longer-term viability and that part of the Corporate Governance Report relating to the parent

company’s compliance with the provisions of the UK Corporate Governance Statement specified

for our review.

Based on the work undertaken as part of our audit, we have concluded that each of the following

elements of the Corporate Governance Report is materially consistent with the financial statements

or our knowledge obtained during the audit.

Going concern and

longer-term viability

— The Directors’ statement with regards the appropriateness

of adopting the going concern basis of accounting and any

material uncertainties identified set out on pages 63 and 70;

and

— The Directors’ explanation as to its assessment of the entity’s

prospects, the period this assessment covers and why the

period is appropriate set out on pages 51 and 70.

Other Code provisions — Directors’ statement on fair, balanced and understandable

set out on pages 70 and 71;

— Board’s confirmation that it has carried out a robust

assessment of the emerging and principal risks set out on

page 62;

— The section of the annual report that describes the review of

effectiveness of risk management and internal control

systems set out on pages 64 to 66; and

— The section describing the work of the audit committee set

out on pages 64 to 66.

Other Companies (Guernsey) Law, 2008 reporting

— We have nothing to report in respect of the following matters where the Companies (Guernsey)

Law, 2008 requires us to report to you if, in our opinion:

— proper accounting records have not been kept by the Company; or

— the financial statements are not in agreement with the accounting records; or

— we have failed to obtain all the information and explanations which, to the best of our knowledge

and belief, are necessary for the purposes of our audit.

Responsibilities of Directors

As explained more fully in the Statement of Directors’ responsibilities, the Directors are responsible

for the preparation of the financial statements and for being satisfied that they give a true and fair

view, and for such internal control as the Directors determine is necessary to enable the preparation

of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company’s

ability to continue as a going concern, disclosing, as applicable, matters related to going concern

and using the going concern basis of accounting unless the Directors either intend to liquidate the

Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a

whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s

report that includes our opinion. Reasonable assurance is a high level of assurance, but is not

a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material

misstatement when it exists. Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We

design procedures in line with our responsibilities, outlined above, to detect material misstatements

in respect of irregularities, including fraud. The extent to which our procedures are capable of

detecting irregularities, including fraud is detailed below:

We gained an understanding of the legal and regulatory framework applicable to the Company

and the industry in which it operates, and considered the risk of acts by the Company which were

contrary to applicable laws and regulations, including fraud. These included but were not limited

to compliance with Guernsey law 2008, the FCA listing and DTR rules, the principles of the UK

Corporate Governance Code and AIC Corporate Governance Code requirements and applicable

accounting standards.

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Independent Auditor’s Report to the Members of Cordiant Digital Infrastructure Limited continued

Audit procedures performed by the engagement team to respond to the risks identified included:

— Discussion with and enquiry of management and those charged with governance concerning

known or suspected instances of non-compliance with laws and regulations and fraud;

— Obtaining an understanding of the internal control environment in place to prevent and detect

irregularities;

— Reading minutes of meetings of those charged with governance, correspondence with the

Guernsey Financial Services Commission, internal compliance reports, complaint registers and

breach registers to identify and consider any known or suspected instances of non-compliance

with laws and regulations and fraud; and

— Agreement of the financial statement disclosures to underlying supporting documentation.

We assessed the susceptibility of the financial statements to material misstatement including

fraud and considered the key fraud risk areas to be the valuation of investments and management

override of controls.

Our tests included:

— Making enquiries of the directors and management on whether they had any knowledge of any

actual, suspected or alleged fraud;

— Gaining an understanding of internal controls established to mitigate risks related to fraud;

— Discussing amongst the engagement team the risks of fraud;

— The procedures set out in the Key audit matters section above; and

— Testing journal entries, based on risk assessment criteria as well as an unpredictable sample,

and evaluating whether there was evidence of bias by the Investment Manager and Directors that

represented a risk of material misstatement due to fraud.

We also communicated relevant identified laws and regulations and potential fraud risks to all

engagement team members and remained alert to any indications of fraud or non-compliance with

laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial

statements, recognising that the risk of not detecting a material misstatement due to fraud is higher

than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment

by, for example, forgery, misrepresentations or through collusion.

There are inherent limitations in the audit procedures performed and the further removed non-

compliance with laws and regulations is from the events and transactions reflected in the financial

statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website

at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

The engagement director on the audit resulting in this independent auditor’s opinion is Justin Hallett.

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Section 262 of

the Companies (Guernsey) Law, 2008. Our audit work has been undertaken so that we might state to

the Company’s members those matters we are required to state to them in an auditor’s report and for

no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to

anyone other than the Company and the Company’s members as a body, for our audit work, for this

report, or for the opinions we have formed.

Justin Hallett

For and on behalf of BDO Limited

Chartered Accountants and Recognised Auditor

Place du Pré

Rue du Pré

St Peter Port

Guernsey

19 June 2024

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Statement of Financial Position

As at 31 March 2024

		As at	As at
		31 March 2024	31 March 2023
	Note	£’000	£’000
Non-current assets
Investments at fair value through profit or loss	6	1,005,937	8 7 2 , 3 15
		1, 0 0 5 , 9 3 7	872,31 5
Current assets
Receivables	8	1 7, 2 7 9	14, 6 8 0
Cash and cash equivalents		60,0 85	10, 4 9 8
		77 ,364	2 5 ,17 8
Current liabilities
Loans and borrowings	9	(1 5 7, 6 2 9)	(2 0, 2 87)
Accrued expenses and other creditors		(5 , 0 12)	(1, 4 9 5)
		(16 2 , 6 41)	(21, 7 8 2)
Net current (liabilities)/assets		(85,277)	3,3 96
Net assets		920 , 660	8 7 5 , 7 11
Equity
Equity share capital	10	7 74 , 6 5 6	7 7 9 ,1 5 7
Retained earnings – Revenue		(1 4,538)	(19 6)
Retained earnings – Capital		16 0 , 5 42	9 6 ,75 0
Total equity		920,6 6 0	8 7 5 , 7 11
Number of shares in issue
Ordinary shares	10	7 66,29 0,4 77	7 7 2, 5 0 9 ,70 7
		76 6 , 2 9 0 , 47 7	772,509, 70 7
Net asset value per ordinary share (pence)	14	1 2 0 .1 5	113 . 3 6

The financial statements on pages 80 to 101 were approved and authorised for issue by the Board of Directors on 19 June 2024 and signed on their behalf by:

Shonaid Jemmett-Page Sian Hill

Chairman Director

The accompanying notes on pages 84 to 101 form an integral part of these financial statements.

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Statement of Comprehensive Income

Year ended 31 March 2024

			Year ended 31 March 2024			Year ended 31 March 2023
		Revenue	Capital	Total	Revenue	Capital	Total
	Note	£’000	£’000	£’000	£’000	£’000	£’000
Movement in fair value of investments	6	–	99,5 8 8	99, 5 8 8	–	73,079	73, 079
Unrealised foreign exchange (loss)/gains on investment	6	–	(3 , 0 13)	(3 , 0 13)	–	6 ,1 4 3	6 ,1 4 3
Management fee income	6	1, 4 0 8	–	1, 4 0 8	–	–	–
Realised loss on restructure	6	–	–	–	–	(3 ,9 2 7)	(3, 9 2 7)
Interest income	6	1, 8 7 7	–	1 ,8 77	2 , 74 9	–	2 , 74 9
Operating expenses		3,2 85	9 6,575	99 , 860	2 , 74 9	75 , 2 9 5	78,0 44
Investment acquisition costs		–	(5 6 8)	(5 6 8)	–	(6,553)	(6 , 55 3)
Other expenses	4	(7, 6 2 8)	(1 ,888)	(9,516)	(9, 5 5 3)	(1, 7 9 3)	(11, 3 4 6)
		(7, 6 2 8)	(2, 4 5 6)	(10 , 0 8 4)	(9,5 5 3)	(8, 3 4 6)	(17, 8 9 9)
Operating (loss)/profit		(4 , 3 4 3)	9 4 ,119	8 9,7 76	(6 , 8 0 4)	66,9 49	6 0 ,1 4 5
Foreign exchange movements on working capital		–	51 8	518	–	11 ,11 9	11 ,11 9
Gain on expired foreign exchange forwards		–	–	–	–	580	580
Finance income	5	2 ,12 6	–	2 ,1 2 6	9 ,70 6	–	9,70 6
Finance expense	17	(12,125)	–	(12 ,125)	(3 74)	–	(37 4)
(Loss)/profit for the year before tax		(14 , 3 4 2)	9 4 ,637	80, 2 95	2,528	78 ,6 48	8 1 ,1 7 6
Tax charge	12	–	–	–	–	–	–
(Loss)/profit for the year after tax		(14 , 3 4 2)	9 4 ,637	80, 2 95	2,528	78 ,6 48	8 1 ,1 7 6
Total comprehensive (loss)/income for the year		(14 , 3 4 2)	9 4 ,637	80, 2 95	2,528	78 ,6 48	8 1 ,1 7 6
Weighted average number of shares
Basic	14	770,5 1 0, 1 1 7	770,5 1 0, 1 1 7	770, 5 10, 1 1 7	773, 4 42,5 5 6	773 ,4 42,5 5 6	773,442,556
Diluted	14	770,5 1 0, 1 1 7	770,5 1 0, 1 1 7	770, 5 10, 1 1 7	7 73, 4 42,5 5 6	773 ,4 42,5 5 6	773,442,556
Earnings per share
Basic earnings from continuing operations in the year (pence)	14	(1. 8 6)	12. 2 8	10. 4 2	0.33	1 0 .17	10. 5 0
Diluted earnings from continuing operations in the year (pence)	14	(1. 8 6)	12 . 2 8	10 . 42	0.33	1 0 .17	10. 5 0

The accompanying notes on pages 84 to 101 form an integral part of these financial statements.

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Statement of Changes in Equity

Year ended 31 March 2024

			Retained	Retained
			earnings	earnings
		Share capital	– Revenue	– Capital	Total equity
	Note	£’000	£’000	£’000	£’000
Opening net assets attributable to shareholders at 1 April 2022		779 ,8 9 6	(2,7 24)	4 5 ,174	822,3 46
Issue of share capital		295	–	–	295
Share issue costs		(9 1)	–	–	(9 1)
Shares repurchased in the year		(9 4 3)	–	–	(9 4 3)
Dividends paid during the year	15	–	–	(2 7, 0 7 2)	(2 7, 0 7 2)
Total comprehensive income for the year		–	2,528	78, 6 4 8	8 1 ,1 7 6
Closing net assets attributable to shareholders as at 31 March 2023		779, 157	(19 6)	9 6 ,75 0	8 7 5 , 7 11
			Retained	Retained
			earnings	earnings
		Share capital	– Revenue	– Capital	Total equity
	Note	£’000	£’000	£’000	£’000
Opening net assets attributable to shareholders at 1 April 2023		7 7 9 ,1 5 7	(19 6)	9 6 ,7 5 0	8 7 5 , 7 11
Shares repurchased in the year		(4 , 5 0 1)	–	–	(4 , 5 0 1)
Dividends paid during the year	15	–	–	(3 0 ,8 4 5)	(3 0, 8 4 5)
Total comprehensive (loss)/income for the year		–	(14 , 3 4 2)	9 4,6 37	8 0, 29 5
Closing net assets attributable to shareholders as at 31 March 2024		7 74 ,6 5 6	(1 4 , 5 3 8)	16 0 , 5 4 2	920 , 660

The accompanying notes on pages 84 to 101 form an integral part of these financial statements.

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Statement of Cash Flows

Year ended 31 March 2024

		Year ended	Year ended
		31 March 2024	31 March 2023
	Note	£’000	£’000
Operating activities
Operating profit for the year		8 9 ,7 76	6 0 ,14 5
Adjustments to operating activities
Movement in fair value of investments	6	(9 9, 5 8 8)	(73 ,079)
Unrealised foreign exchange loss/(gain) on investments	6	3 , 0 13	(6 ,14 3)
Management fee income		(1, 4 0 8)	–
Realised loss on restructure	6	–	3,9 27
Interest capitalised and receivable on shareholder loan investments	6	(1, 8 7 7)	(2 , 74 9)
Increase in receivables		(2, 979)	(4 , 444)
Decrease in payables		(3 1)	4 74
Cash received on settled foreign currency contract		3 7,1 6 7	3 6 1, 6 5 2
Cash paid on foreign currency contract		(3 7,1 7 7)	(353 , 000)
Net cash flows used in operating activities		(1 3 ,1 0 4)	(13 , 2 17)
Cash flows used in investing activities
Investment additions	6	(6 6 , 2 24)	(3 8 4 , 415)
Cash collateral held for investing purposes		–	41, 4 6 9
Finance income		449	9,5 4 9
Loan interest received		3, 978	–
Repayment of shareholder loan received		26,38 4	–
Net cash flows used in investing activities		(3 5 , 41 3)	(333,397)
Cash flows generated from/(used in) financing activities
Issue of share capital		–	295
Payment of issue costs		–	(9 1)
Shares repurchased		(4 , 5 0 1)	(9 4 3)
Loan drawn down	9	14 8 , 9 9 2	20 , 287
Loan repaid		(7, 6 1 0)	–
Finance costs paid		(7, 4 2 8)	(3 74)
Bank interest received	5	41 8	15 7
Dividends paid	15	(3 0 , 8 4 5)	(2 7, 0 7 2)
Net cash flows generated from /(used in) financing activities		9 9,0 26	(7, 7 4 1)
Increase/(Decrease) in cash and cash equivalents during the year		50, 509	(354,355)
Cash and cash equivalents at the beginning of the year		10, 4 9 8	3 5 3 ,73 4
Exchange translation movement		(92 2)	11 ,11 9
Cash and cash equivalents at the end of the year		60, 08 5	10, 4 9 8

The accompanying notes on pages 84 to 101 form an integral part of these financial statements.

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Notes to the financial statements

1. General information

Cordiant Digital Infrastructure Limited (the Company; LSE ticker: CORD) was incorporated and

registered in Guernsey on 4 January 2021 with registered number 68630 as a non-cellular company

limited by shares and is governed in accordance with the provisions of the Companies (Guernsey)

Law 2008. The registered office address is East Wing, Trafalgar Court, Les Banques, St Peter Port,

Guernsey GY1 3PP. The Company’s ordinary shares were admitted to trading on the Specialist Fund

Segment of the London Stock Exchange on 16 February 2021 and its C Shares on 10 June 2021. On

20 January 2022, all C Shares were converted to ordinary shares. A second issuance of ordinary

shares took place on 25 January 2022. Note 10 gives more information on share capital.

2. Material accounting policies

The material accounting policies applied in the preparation of these financial statements are

set out below. These policies have been consistently applied to all the years presented, unless

otherwise stated.

Basis of preparation

The financial statements have been prepared in accordance with IFRS as issued by the IASB, the

Statement of Recommended Practice issued by the Association of Investment Companies (the

AIC SORP) and the Companies (Guernsey) Law 2008.

The financial statements have been prepared on an historical cost basis as modified for the

measurement of certain financial instruments at fair value through profit or loss. They are presented

in pounds sterling, which is the currency of the primary economic environment in which the

Company operates, and are rounded to the nearest thousand, unless otherwise stated.

The material accounting policies are set out below.

Going concern

The financial statements have been prepared on a going concern basis as the Directors have a

reasonable expectation that the Company has adequate resources to continue in operational

existence for the foreseeable future.

While the ongoing geopolitical conflicts and market volatility in different parts of the world during

the year have affected the way in which the Company’s investee companies are conducted, this did

not have a material direct effect on the results of the business. The Directors are satisfied that the

resulting macroeconomic environment is not likely to significantly restrict business activity.

The Directors have reviewed different scenarios and stress testing of the cash flow forecasts

prepared by the Investment Manager to understand the resilience of the Company’s cash flows to

adverse scenarios.

The Directors and Investment Manager are actively monitoring these risks and their potential effect

on the Company and its underlying investments. In particular, they have considered the following

specific key potential impacts:

— increased volatility in the fair value of investments

— disruptions to business activities of the underlying investments; and

— recoverability of income and principal and allowance for expected credit losses.

In considering the above key potential impacts on the Company and its underlying investments, the

Investment Manager has assessed these with reference to the mitigation measures in place. Based

on this assessment, the Directors do not consider that the effects of the above risks have created a

material uncertainty over the assessment of the Company as a going concern.

As further detailed in note 6 to the financial statements, the Board uses a third-party valuation provider

to perform a reasonableness assessment of the Investment Manager’s valuation of the underlying

investments. Additionally, the Investment Manager and Directors have considered the cash flow

forecast to determine the term over which the Company can remain viable given its current resources.

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Notes to the financial statements continued

On the basis of this review, and after making due enquiries, the Directors have a reasonable

expectation that the Company has adequate resources to continue in operational existence for

at least the period from 19 June 2024 to 30 September 2025, being the period of assessment

considered by the Directors. Accordingly, they continue to adopt the going concern basis in

preparing the financial statements.

Accounting for subsidiaries

The Directors have concluded that the Company has all the elements of control as prescribed by

IFRS 10 ‘Consolidated Financial Statements’ in relation to all its subsidiaries and that the Company

satisfies the three essential criteria to be regarded as an Investment Entity as defined in IFRS 10.

The three essential criteria are that the entity must:

— obtain funds from one or more investors for the purpose of providing these investors with

professional investment management services;

— commit to its investors that its business purpose is to invest its funds solely for returns from capital

appreciation, investment income or both; and

— measure and evaluate the performance of substantially all of its investments on a fair value basis.

In satisfying the second essential criterion, the notion of an investment time frame is critical and

an Investment Entity should have an exit strategy for the realisation of its investments. The Board

has approved a divestment strategy under which the Investment Manager will, within two years

from acquisition of an investment and at least annually thereafter, undertake a review of the current

condition and future prospects of the investment. If the Investment Manager concludes that:

— the future prospects for an investment are insufficiently strong to meet the Company’s rate of

return targets; or

— the value that could be realised by an immediate disposal would outweigh the value of retaining

the investment; or

— it would be more advantageous to realise capital for investment elsewhere than to continue to

hold the investment

— then the Investment Manager will take appropriate steps to dispose of the investment.

Also as set out in IFRS 10, further consideration should be given to the typical characteristics of an

Investment Entity, which are that:

— it should have more than one investment, to diversify the risk portfolio and maximise returns;

— it should have multiple investors, who pool their funds to maximise investment opportunities;

— it should have investors that are not related parties of the entity; and

— it should have ownership interests in the form of equity or similar interests.

The Directors are of the opinion that the Company meets the essential criteria and typical

characteristics of an Investment Entity. Therefore, subsidiaries are measured at fair value

through profit or loss, in accordance with IFRS 9 ‘Financial Instruments’. Fair value is measured in

accordance with IFRS 13 ‘Fair Value Measurement’.

Financial instruments

In accordance with IFRS 9, financial assets and financial liabilities are recognised in the Statement of

Financial Position when the Company becomes a party to the contractual provisions of the instrument.

Financial assets

The classification of financial assets at initial recognition depends on the purpose for which the

financial asset was acquired and its characteristics. All purchases of financial assets are recorded at

the date on which the Company became party to the contractual requirements of the financial asset.

The Company’s financial assets principally comprise investments held at fair value through profit or

loss, cash and cash equivalents, and trade receivables.

Financial assets are recognised at the date of purchase or the date on which the Company became

party to the contractual requirements of the asset. Financial assets are initially recognised at cost,

being the fair value of consideration given. Transaction costs of financial assets at fair value through

profit or loss are recognised in the Statement of Comprehensive Income as incurred.

A financial asset is derecognised (in whole or in part) either:

— when the Company has transferred substantially all the risks and rewards of ownership; or

— when it has neither transferred nor retained substantially all the risks and rewards and when it no

longer has control over the assets or a portion of the asset; or

— when the contractual right to receive cash flow has expired.

Investments held at fair value through profit or loss

Investments are measured at fair value through profit or loss. Gains or losses resulting from the

movement in fair value are recognised in the Statement of Comprehensive Income at each interim

and annual valuation point, 30 September and 31 March respectively.

The loans provided to subsidiaries are held at fair value through profit or loss as they form part of

a managed portfolio of assets whose performance is evaluated on a fair value basis. These loans

are recognised at the loan principal value plus outstanding interest. Any gain or loss on the loan

investment is recognised in profit or loss.

Fair value is defined 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. Fair value is

calculated on an unlevered, discounted cash flow basis in accordance with IFRS 13.

When available, the Company measures fair value using the quoted price in an active market. A market

is regarded as ‘active’ if transactions for the asset or liability take place with sufficient frequency and

volume to provide pricing information on an ongoing basis. If there is no quoted price in an active

market, then the Company uses valuation techniques that maximise the use of relevant observable

inputs and minimise the use of unobservable inputs. The chosen valuation technique incorporates all

of the factors that market participants would take into account when pricing a transaction.

2. Material accounting policies continued

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Notes to the financial statements continued

Valuation process

The Investment Manager is responsible for proposing the valuation of the assets held by the

Company, and the Directors are responsible for reviewing the Company’s valuation policy and

approving the valuations for 31 March and 30 September annually.

The Investment Manager reviews the key assumptions of the valuations of the assets proposed

to the Board and performs sensitivity analysis on them. The results of this sensitivity analysis are

included in note 6.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits and other short-term

highly liquid investments with an original maturity of three months or less that are readily convertible

to a known amount of cash and are subject to an insignificant risk of changes in value.

Cash Collateral

Cash collateral is classified as a financial asset at amortised cost. It is measured at amortised cost.

Cash collateral is recorded based on agreements entered into with an entity without notable history

of default causing ECL to be immaterial and therefore not recorded.

Financial liabilities

Financial liabilities are classified according to the substance of the contractual agreements

entered into and are recorded on the date on which the Company becomes party to the contractual

requirements of the financial liability.

The Company’s financial liabilities measured at amortised cost include trade and other payables,

intercompany loans and other short-term monetary liabilities which are initially recognised at fair

value and subsequently measured at amortised cost using the effective interest rate method.

A financial liability (in whole or in part) is derecognised when the Company has extinguished its

contractual obligations, it expires or is cancelled. Any gain or loss on derecognition is taken to the

Statement of Comprehensive Income.

Equity

Financial instruments issued by the Company are treated as equity if the holder has only a residual

interest in the assets of the Company after the deduction of all liabilities. The Company’s ordinary

shares and Subscription Shares are classified as equity.

Share issue costs directly attributable to the issue of ordinary shares are shown in equity as a

deduction from share capital. When shares recognised as equity are repurchased, the amount of

the consideration paid, which includes directly attributable costs, is recognised as a deduction

from equity.

Dividends

Dividends payable are recognised as distributions in the financial statements when the Company’s

obligation to make payment has been established.

Revenue recognition

Dividend income is recognised when the Company’s entitlement to receive payment is established.

Other income is accounted for on an accruals basis using the effective interest rate method.

Expenses

Expenses are recognised on an accruals basis in the Statement of Comprehensive Income in the

period in which they are incurred.

Taxation

The Company has met the conditions in section 1158 Corporation Tax Act 2010 and the Investment

Trust (Approved Company) (Tax) Regulations 2011 for each period to date, and it is the intention of

the Directors to conduct the affairs of the Company so that it continues to satisfy those conditions

and continue to be approved by HMRC as an investment trust.

In respect of each accounting period for which the Company is approved by HMRC as an

investment trust, the Company will be exempt from UK corporation tax on its chargeable gains and

its capital profits from creditor loan relationships. The Company will, however, be subject to UK

corporation tax on its income (currently at a rate of 25%).

In principle, the Company will be liable to UK corporation tax on its dividend income. However,

there are broad-ranging exemptions from this charge which would be expected to be applicable in

respect of most of the dividends the Company may receive.

A company that is an approved investment trust in respect of an accounting period is able to

take advantage of modified UK tax treatment in respect of its ‘qualifying interest income’ for an

accounting period. It is expected that the Company will have material amounts of qualifying interest

income and that it may, therefore, decide to designate some or all of the dividends paid in respect of

a given accounting period as interest distributions.

2. Material accounting policies continued

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Notes to the financial statements continued

To the extent that the Company receives income from, or realises amounts on the disposal of,

investments in foreign countries it may be subject to foreign withholding or other taxation in those

jurisdictions. To the extent it relates to income, this foreign tax may, to the extent not relievable under

a double tax treaty, be able to be treated as an expense for UK corporation tax purposes, or it may be

treated as a credit against UK corporation tax up to certain limits and subject to certain conditions.

Current tax is the expected tax payable on the taxable income for the period, using tax rates that

have been enacted or substantively enacted at the reporting date. Deferred tax is the tax expected

to be payable or recoverable on temporary differences between the carrying amounts of assets and

liabilities in the financial statements and the corresponding tax bases used in the computation of

taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences

and deferred tax assets are recognised to the extent that it is probable that taxable profits will be

available against which deductible temporary differences can be utilised.

Deferred tax assets and liabilities are not recognised if the temporary differences arise from

goodwill or from the initial recognition of other assets and liabilities in a transaction that is not a

business combination and that affects neither the taxable profit nor the accounting profit. Deferred

tax assets and liabilities are recognised for taxable temporary differences arising on investments,

except where the Company is able to control the timing of the reversal of the difference and it is

probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is

calculated at the tax rates that are expected to apply in the period when the liability is settled or the

asset is realised. Deferred tax is charged or credited to the Statement of Comprehensive Income

except when it relates to items charged or credited directly to equity, in which case the deferred tax

is also dealt with directly in equity.

Deferred tax assets and liabilities are offset when: there is a legally enforceable right to set off tax

assets against tax liabilities; they relate to income taxes levied by the same taxation authority; and

the Company intends to settle its current tax assets and liabilities on a net basis. Deferred tax assets

and liabilities are not discounted.

Foreign currencies

The functional currency of the Company is the pound sterling, reflecting the primary economic

environment in which it operates. The Company has chosen pounds sterling as its presentation

currency for financial reporting purposes.

Foreign currency transactions during the year, including purchases and sales of investments,

income and expenses are translated into pounds sterling at the rate of exchange prevailing on the

date of the transaction.

Monetary assets and liabilities denominated in currencies other than pounds sterling are

retranslated at the rate of exchange ruling at the reporting date. Non-monetary items that are

measured in terms of historical cost in a currency other than pounds sterling are translated using the

exchange rates at the dates of the initial transactions.

Non-monetary items measured at fair value in a currency other than pounds sterling are translated

using the exchange rates at the date as at which the fair value was determined. Foreign currency

transaction gains and losses on financial instruments classified as at fair value through profit or loss

are included in profit or loss in the Statement of Comprehensive Income as part of the change in fair

value of investments.

Foreign currency transaction gains and losses on financial instruments are included in profit or loss

in the Statement of Comprehensive Income as a finance income or expense.

Segmental reporting

The chief operating decision maker, who is responsible for allocating resources and assessing

performance of the operating segments, has been identified as the Board of Directors as a whole.

The key measure of performance used by the Directors to assess the Company’s performance and

to allocate resources is the Company’s NAV, as calculated under IFRS as issued by the IASB, and

therefore no reconciliation is required between the measure of profit or loss used by the Board and

that contained in the Annual Report.

For management purposes, the Company is organised into one main operating segment, which

invests in Digital Infrastructure Assets.

Due to the Company’s nature, it has no customers.

New standards, amendments and interpretations issued and effective for the financial period

beginning 1 April 2023

The Board of Directors has considered new standards and amendments that are mandatorily

effective from 1 January 2023 and with the exception of the Disclosure of Accounting Policies

(Amendment to IAS1) has not had a significant impact on the financial statements. The Disclosure

of Accounting Policies amendment generated a review of and reduction in the accounting policy

disclosures to reflect only material accounting policy information. Accounting policy information

is material if, when considered together with other information included in an entity’s financial

statements, it can reasonably be expected to influence decisions that primary users of the financial

statements make on the basis of those financials statements.

New standards, amendments and interpretations issued but not yet effective

There are a number of new standards, amendments to standards and interpretations which are

not yet mandatory for the 31 March 2024 reporting period and have not been adopted early by the

Company. These standards are not expected to have a material impact on the financial statements

of the Company in the current or future reporting periods and on foreseeable future transactions.

2. Material accounting policies continued

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 87

Notes to the financial statements continued

3. Significant accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates

and assumptions that affect the application of accounting policies and the reported amounts of

assets, liabilities, income, and expenses.

Estimates and judgements are continually evaluated and are based on historical experience and

other factors, including expectations of future events that are believed to be reasonable under the

circumstances. The key estimates made by the Company are disclosed in note 6.

The resulting accounting estimates will, by definition, seldom equal the related actual results.

Revisions to accounting estimates are recognised in the period in which the estimate is revised and

in any future periods affected.

Judgements

In the process of applying the Company’s accounting policies, management has made the following

judgements, which have the most significant effect on the amounts recognised in the financial

statements:

Assessment as an Investment Entity

In the judgement of the Directors, the Company qualifies as an Investment Entity under IFRS 10

and therefore its subsidiary entities have not been consolidated in the preparation of the financial

statements. Further details of the impact of this accounting policy are included in note 7.

Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of resulting

in a material adjustment to the carrying amounts of assets and liabilities within the year ended

31 March 2024 is included in note 6 and relates to the determination of fair value of investments with

significant unobservable inputs.

Climate change

In preparing the financial statements, the Directors have considered the impact of climate change,

particularly in the context of the climate change risks identified in the ESG report section of the

Strategic report.

In preparing the financial statements, the Directors have considered the medium- and longer-term

cash flow impacts of climate change on a number of key estimates within the financial statements,

including:

— the estimates of future cash flows used in assessments of the fair value of investments; and

— the estimates of future profitability used in the assessment of distributable income.

These considerations did not have a material impact on the financial reporting judgements and

estimates in the current year. This reflects the conclusion that climate change is not expected to

have a significant impact on the Company’s short- or medium-term cash flows including those

considered in the going concern and viability assessments.

4. Other expenses

Other expenses in the Statement of Comprehensive Income comprises:

		Year ended	Year ended
		31 March 2024	31 March 2023
	Note	£’000	£’000
Management fees	13	5,928	7,271
Legal and professional fees		713	1,281
Aborted deal fees		1,888	1,793
Directors’ fees		185	185
Fees payable to the statutory auditor	11	198	195
Other expenses		604	621
		9,516	11,346

5. Finance income

Finance income in the Statement of Comprehensive Income comprises:

	Year ended	Year ended
	31 March 2024	31 March 2023
	£’000	£’000
Bank interest received	418	157
Interest on fixed term deposits	1,708	9,549
	2,126	9,706

During the year ended 31 March 2024, the Company invested £180.5 million in RBSI and £7.0 million Investec fixed term

deposits at an average interest rate of 3% per annum. At 31 March 2024, £53.8 million of these deposits had

not matured.

During the year ended 31 March 2024, the Company entered into two foreign exchange forward

contracts totalling £37.2 million. The maturity date of one of these foreign exchange forwards

was 27 March 2024 and the other instrument was 3 May 2024. The fair value gain or loss on these

instruments during the year was immaterial.

Cordiant Digital Infrastructure Limited Annual Report 2024

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Notes to the financial statements continued

6. Investments at fair value through profit or loss

		Year ended 31 March 2024			Year ended 31 March 2023
	Loans	Equity	Total	Loans	Equity	Total
	£’000	£’000	£’000	£’000	£’000	£’000
Opening balance	37,350	834,965	872,315	27,671	382,185	409,856
Additions	4,807	61,485	66,292	4,691	379,724	384,415
Shareholder loan interest capitalised	–	–	–	521	–	521
Interest on promissory notes	1,877	–	1,877	2,228	–	2,228
Shareholder loan repayment	(32,530)	–	(32,530)	–	–	–
Net (losses)/gains on investments at fair value through profit or loss	(2,060)	100,043	97,983	2,239	73,056	75,295
	9,444	996,493	1,005,937	37,350	834,965	872,315

During the year ended 31 March 2024 the Company, through its indirect subsidiary Cordiant Digital Holdings Ireland (CDHI), acquired Speed Fibre DAC. The Company subscribed for 40 million additional

shares in CDH UK for cash consideration of £56.1 million in order to provide funds for CDHI to complete the acquisition of Speed Fibre DAC. The value of the Company’s indirect investment in Speed Fibre

DAC at 31 March 2024 was £86.4 million; after taking into account the vendor loan note, the net value is £60.8 million.

The Company also subscribed for an additional 3.5 million ordinary shares in CDH UK for cash consideration of £5.4 million which was directed towards acquisition of Norkring België NV (Norkring) at £5.4

million on 15 January 2024. The timing of this transaction was close to the year end and therefore the investment has not been revalued as the price of the recent acquisition is considered to be equal to its

fair value at 31 March 2024.

In the prior year ended 31 March 2023, the Company restructured its loan and equity investments in Communication Investments Holdings s.r.o. (CIH), an entity incorporated in the Czech Republic and

the parent company of České Radiokomunikace a.s. (CRA), to hold them indirectly through Cordiant Digital Holdings UK Limited (CDHUK) and Cordiant Digital Holdings Two Limited (CDH2), two wholly

owned subsidiaries of the Company. CDH2 issued shares and promissory notes to the Company in consideration for the transfer of the loan and equity investments in CIH. CDHUK then issued shares and

promissory notes to the Company in consideration for the transfer of the shares and promissory notes of CDH2. The value of the Company’s indirect investment in CRA as at 31 March 2024 was £385.9

million (31 March 2023: £389.1 million), comprising an equity investment only as the loan of £32.5 million (31 March 2023: £26.2 million) including the accrued interest during the year was fully settled.

The Company, through its indirect subsidiary Cordiant Digital Holdings One Limited (CDH1), acquired 100% of the equity of Emitel S.A. during the year ended 31 March 2023. During the year ended 31

March 2024, CDH1 restructured part of its equity investment in Emitel S.A. into a loan investment. £37.2 million (PLN 192.5 million) was transferred from equity to loan. At 31 March 2024, the value of CDH1’s

equity investment was £490.0 million (31 March 2023: £429.0 million) and the loan investment was £35.0 million (31 March 2023: £ nil).

The fair value of the shares and promissory notes issued by CDHUK are included in the table above, and represent the fair values of the underlying investments together with other assets and liabilities

of its subsidiaries. The promissory notes were repaid in full on 19 December 2023. The fair value of the Company’s equity investment in CDHUK amounted to £963.8 million at 31 March 2024 (31 March

2023: £782.8 million) and the loan investment amounted to £nil (31 March 2023: £32.5 million). Movements in the fair value of CDHUK are driven largely by movements in the fair value of the underlying

investee companies calculated in their local currencies, and by the effects of foreign currency fluctuations when those fair values are translated into sterling. Further information regarding foreign currency

exposure is given in note 16 on page 99.

The Company has direct investments in CDIL Data Centre USA LLC, the legal entity operating as Hudson Interxchange (previously operating under the name DataGryd). As at 31 March 2024, the equity

investment was valued at £32.8 million (31 March 2023: £52.3 million) and the loan investments amounted to £9.4 million (31 March 2023: £4.7 million).

Cordiant Digital Infrastructure Limited Annual Report 2024

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Notes to the financial statements continued

The table below details all gains on investments through profit or loss.

			As at 31 March 2024			As at 31 March 2023
	Loans	Equity	Total	Loans	Equity	Total
	£’000	£’000	£’000	£’000	£’000	£’000
Movement in fair value of investments	–	99,588	99,588	–	73,079	73,079
Unrealised foreign exchange (loss)/gain on investment	(2,060)	(953)	(3,013)	–	6,143	6,143
Management fee income	–	1,408	1,408	–	–	–
Realised loss on restructure	–	–	–	-	3,927	3,927
Shareholder loan interest income	1,877	–	1,877	2,546	3,597	6,143
Total investment income recognised in the year	(183)	100,043	99,860	4,988	73,056	78,044

Fair value measurements

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).

The determination of what constitutes ‘observable’ requires significant judgement by the Company. The Directors consider observable data to be market data that is readily available, regularly distributed

or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.

The Company’s investments have been classified within Level 3 as the investments are not traded and contain unobservable inputs. The valuations have been carried out by the Investment Manager. In

order to obtain assurance in respect of the valuations calculated by the Investment Manager, the Company has engaged a third-party valuations expert to carry out an independent assessment of the

unobservable inputs and of the forecast cash flows of the Company’s investments.

During the year ended 31 March 2024, there were no transfers of investments at fair value through profit or loss from or to Level 3 (31 March 2023: nil)

The Company’s investments in CRA, Hudson Interxchange, Speed Fibre DAC and Emitel have been valued using a DCF methodology. This involves forecasting the entity’s future cash flows, taking into

account the terms of existing contracts, expected rates of contract renewal and targeted new contracts, and the economic and geopolitical environment. These cash flows are discounted at the entity’s

estimated weighted average cost of capital (WACC). This method also requires estimating a terminal value, being the value of the investment at the end of the period for which cash flows can be forecast

with reasonable accuracy, which is March 2030 for CRA, December 2030 for Emitel, December 2031 for Speed Fibre and March 2037 for Hudson Interxchange. The terminal value is calculated using

an assumed terminal growth rate (TGR) into perpetuity based on anticipated industry trends and long-term inflation rates. The Norkring investment has been valued at cost, the price of the most recent

transaction being regarded as the most appropriate indicator of fair value.

The DCF valuation methodology requires estimation of unobservable inputs. The following table summarises the effect on the valuation of the Company’s portfolio of reasonably possible alternative

investment assumptions with regards to those estimates; these are calculated using the DCF valuation models referred to above.

6. Investments at fair value through profit or loss continued

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 90

Notes to the financial statements continued

31 March 2024
		Valuation if		Valuation if
		rate increases	Movement in	rate decreases	Movement in
Unobservable input	Range	by 1% (£m)	valuation (£m)	by 1% (£m)	valuation (£m)
WACC	9.00%-10.13%	858	(182)	1,276	236
TGR	1.25%-2.40%	1,194	154	920	(119)

31 March 2023

		Valuation if		Valuation if
		rate increases	Movement in	rate decreases	Movement in
Unobservable input	Range	by 1% (£m)	valuation (£m)	by 1% (£m)	valuation (£m)
WACC	8.20%-11.00%	729	(146)	1,063	188
TGR	1.25%-2.25%	993	118	783	(92)

Changes to WACC and TGR could be driven by, among other factors: market movements in interest rates, inflation rates and other macroeconomic indicators; perception of risk and volatility in debt and

equity markets affecting general market returns; and by political and societal changes and technological developments affecting the operations of the portfolio companies and the countries in which they

operate.

Both the Investment Manager and the third-party valuation expert use a combination of other valuation techniques to verify the reasonableness of the DCF valuations, as recommended in the International

Private Equity and Venture Capital (IPEV) Valuation Guidelines:

— earnings multiple: applying a multiple, derived largely from comparable listed entities in the market, to the forecast EBITDA of the entity to calculate an enterprise value, and then deducting the fair value

of any debt in the entity;

— DCF with multiple: calculating a DCF valuation of the cash flows of the entity to the end of the period for which cash flows can be forecast with reasonable accuracy, and then applying a multiple to

EBITDA at the end of that period to estimate a terminal value; and

— dividend yield: forecasting the entity’s capacity to pay dividends in the future and applying an equity yield to that forecast dividend, based on comparable listed entities in the market.

The DCF valuations derived by the Investment Manager and those derived by the third-party valuation expert were not materially different from each other, and the other valuation techniques used

provided assurance that the DCF valuations are reasonable.

6. Investments at fair value through profit or loss continued

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Notes to the financial statements continued

7. Unconsolidated subsidiaries

The following table shows the subsidiaries of the Company. As the Company qualifies as an

Investment Entity as referred to in note 3, these subsidiaries have not been consolidated in the

preparation of the financial statements:

		Ownership	Ownership
	Place of	interest at	interest at
Investment	business	31 March 2024	31 March 2023
Held directly
Cordiant Digital Holdings UK Limited	United Kingdom	100%	100%
CDIL Data Centre USA LLC	USA	100%	100%
Held indirectly
Cordiant Digital Holdings One Limited	United Kingdom	100%	100%
Cordiant Digital Holdings Two Limited	United Kingdom	100%	100%
Cordiant Digital Holdings Three Limited	United Kingdom	100%	0%
Cordiant Digital Holdings Four Limited	United Kingdom	100%	0%
Cordiant Digital Holdings Ireland	Ireland	100%	0%
Communications Investments Holdings s. r. o.	Czech Republic	100%	100%
České Radiokomunikace a.s. (Czechia)	Czech Republic	100%	100%
Czech Digital Group, a.s	Czech Republic	100%	100%
Cloud4com s.r.o.	Czech Republic	100%	0%
Datové centrum Lužice s.r.o.	Czech Republic	100%	0%
Prague Digital TV s.r.o	Czech Republic	100%	0%
Emitel S.A.	Poland	100%	100%
Allford Investments S.A.	Poland	100%	100%
EM Properties sp. z o. o.	Poland	100%	100%
EM Projects sp. z o. o.	Poland	100%	100%
Hub Investments sp. z o. o.	Poland	100%	100%
Norkring België NV	Belgium	100%	0%
Speed Fibre DAC	Ireland	100%	0%
Speed Fibre 2 Holdings Limited	Ireland	100%	0%
Speed Fibre Intermediate Holdings Limited	Ireland	100%	0%
Speed Fibre Borrower Limited	Ireland	100%	0%
Airspeed Communications Holdings ULC	Ireland	100%	0%
Airspeed Communications Solutions ULC	Ireland	100%	0%
Airspeed Investments Limited	Isle of Man	100%	0%
Airspeed Networks Limited	Isle of Man	100%	0%
Airspeed Ventures Unlimited	Isle of Man	100%	0%
Speed Fibre Group Limited	Ireland	100%	0%
Airspeed Communications Limited	Ireland	100%	0%
E-Nasc Éireann Teoranta	Ireland	100%	0%
Enet Telecommunications Networks Limited	Ireland	100%	0%
Enet Telecommunications Networks Limited	Ireland	100%	0%

The following additional information is provided in relation to unquoted investments as

recommended by the AIC SORP.

		Pre-tax	Net assets/
	Turnover	profit/(loss)	(liabilities)
Emitel	£113.8 million	(£24.3 million)	£214.2 million
CRA	£80.0 million	£16.9 million	(£57.3 million)
Hudson Interxchange	£18.2 million	(£12.4 million)	£46.8 million
Speed Fibre DAC	£68.4 million	(£11.4 million)	(£99.3 million)
Norkring België NV	£7.7 million	£1.7 million	£4.8 million

Figures from Emitel’s audited IFRS accounts for the year ended 31 December 2023.

Figures from CRA’s audited IFRS accounts for the year ended 31 March 2023.

Figures from Hudson’s audited US GAAP accounts for the period from 13 January 2022 to 31 March 2023.

Figures from Speed Fibre DAC audited IFRS accounts for the year ended 31 December 2023.

Figures from Norkring management pack at 31 December 2023.

The amounts invested in the Company’s unconsolidated subsidiaries during the year and their

carrying value at 31 March 2024 are as outlined in note 6.

There are certain restrictions on the ability of the Company’s unconsolidated subsidiaries in the

Czech Republic to transfer funds to the Company in the form of cash dividends or repayment of

loans. In accordance with the documentation relating to loans made by various banks to CRA,

such cash movements are subject to limitations on amounts and timing, and satisfaction of certain

conditions relating to leverage and interest cover ratio. The Directors do not consider that these

restrictions are likely to have a significant effect on the ability of the Company’s subsidiaries to

transfer funds to the Company. In addition, during the year, the Investment Manager received

immaterial fees from Emitel and CRA for advisory services rendered.

Subsidiaries held in the Czech Republic, Ireland, Belgium and in Poland are profitable and cash

generative, and do not need the financial support of the Company. The subsidiary based in the

US will receive the financial support of the Company for a period of at least 12 months from the

publication of this report.

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Notes to the financial statements continued

8. Trade and other receivables

	As at	As at
	31 March 2024	31 March 2023
	£’000	£’000
Cash collateral	8,963	9,130
Other Debtors	6,582	2,573
Expenses paid on behalf of related parties	1,599	2,866
Prepayments	105	77
Interest receivable	30	34
	17,279	14,680

Cash collateral relates to one security deposit held in money market accounts. An amount of

USD 11.29 million (£8.96 million) relates to collateral for a letter of credit relating to the lease of the

building occupied by Hudson, and generated interest of 5.4% per annum during the year ended

31 March 2024.

9. Loan and Borrowings

	As at	As at
	31 March 2024	31 March 2023
	£’000	£’000
Opening balance	20,287	–
Drawdown of principal during the year	148,992	20,287
Repayments of principal during the year	(9,990)	–
Unrealised exchange loss	(1,660)	–
	157,629	20,287

As at 31 March 2024, the Company had borrowings of £157.6 million (€184.4 million) from CDH2

compared to £20.3 million (€23.1 million) at 31 March 2023. The loan between the Company and

CDH2 is repayable on demand and carries interest at a fixed margin over a variable EURIBOR rate

set at the beginning of each six-month interest period. Note 17 provides more detail on interest

charged during the year ended 31 March 2024.

10. Share capital

Subject to any special rights, restrictions, or prohibitions regarding voting for the time being

attached to any shares, holders of ordinary shares have the right to receive notice of and to attend,

speak and vote at general meetings of the Company and each holder being present in person or

by proxy shall upon a show of hands have one vote and upon a poll shall have one vote in respect of

each ordinary share that they hold.

Holders of ordinary shares are entitled to receive and participate in any dividends or distributions

of the Company in relation to assets of the Company that are available for dividend or distribution.

On a winding-up of the Company, the surplus assets of the Company available for distribution

to the holders of ordinary shares (after payment of all other debts and liabilities of the Company

attributable to the ordinary shares) shall be divided amongst the holders of ordinary shares pro rata

according to their respective holdings of ordinary shares.

	31 March 2024		31 March 2023
	Number		Number
Ordinary shares	of shares	£’000	of shares	£’000
Issued and fully paid	773,559,707	780,100	773,559,707	780,100
Shares held in treasury	(7,269,230)	(5,444)	(1,050,000)	(943)
Outstanding shares at year end	766,290,477	774,656	772,509,707	779,157

Holders of ordinary shares are entitled to all dividends paid by the Company on the ordinary shares

and, on a winding up, provided the Company has satisfied all of its liabilities, ordinary shareholders

are entitled to all of the surplus assets of the Company attributable to the ordinary shares.

Subscription shares carry no right to any dividends paid by the Company and have no voting rights.

No subscription shares have been exercised between 31 March 2024 and the date of this report.

	31 March 2024	31 March 2023
	Number	Number
	of shares	of shares
Treasury shares	£’000	£’000
Opening balance	1,050,000	–
Shares repurchased during the year	6,219,230	1,050,000
Closing balance at year end	7,269,230	1,050,000

The Company has undertaken market buybacks during the year. The movements are shown in the

table above. The average purchase price of the shares bought back during the year is 72.4 pence.

The average price at which shares were repurchased represents a 39.75% discount to the NAV per

share (31 March 2023: 20.78%) at the time of repurchase. The shares repurchased were funded out

of distributable reserves.

Subscription shareholders have no right to any dividends paid by the Company and have no

voting rights.

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Strategic report Governance Financial statements Additional informationIntroduction 93

Notes to the financial statements continued

11. Audit fees

Other operating expenses include fees payable to the Company’s auditor, which can be analysed

as follows:

	Year ended	Year ended
	31 March 2024	31 March 2023
	£’000	£’000
Fees payable to the statutory auditor
for audit of the statutory financial statements	198	195
for other audit-related services	–	–
for non-audit services	–	–
	198	195

At 31 March 2024, there were no audit fees from the year ended 31 March 2023 remaining unpaid.

12. Taxation

a) Analysis of the tax charge for the year

	Year ended	Year ended
	31 March 2024	31 March 2023
Corporation tax	£’000	£’000
Taxation for the year (see note 12b)	–	–

b) Factors affecting the tax charge for the year

The tax assessed for the year ended 31 March 2024 is lower than the Company’s applicable rate of

corporation tax for that year of 25%. The factors affecting the tax charge for the year are as follows:

	Year ended	Year ended
	31 March 2024	31 March 2023
	£’000	£’000
Profit for the year before tax	80,427	81,176
Net return before taxation multiplied by the Company’s
applicable rate of corporation tax for the period of 25%	20,107	15,423
Effects of:
Capital return on investments	(24,306)	(17, 275)
Expenses not deductible for corporation tax	2,180	1,586
Realised loss on restructure not deductible	–	746
Utilisation of expenses brought forward	–	(480)
Amounts taxable in different periods	(173)	–
Unrelieved current year expenses	2,192	–
Total tax for the year (see note 12a)	–	–

c) Deferred taxation

The Company has an unrecognised deferred tax asset of £2,192,000 (Prior year: £77,000) based

on a main rate of corporation tax of 25%, in respect of excess management expenses of £6,768,000

and non-trading relationships of £2,000,000.

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.

Due to the Company’s status as an investment trust and the intention to continue to meet the

conditions required to retain that status, the Company has not provided for tax on any capital gains

arising on capital gains or losses arising on the revaluation of investments.

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Notes to the financial statements continued

13. Management and performance fees

Under the Investment Management Agreement, the Investment Manager is entitled to receive

an annual management fee and a performance fee, plus any applicable VAT, in addition to the

reimbursement of reasonable expenses incurred by it in the performance of its duties.

Management fee

The Investment Manager receives from the Company an annual management fee, based on the

average market capitalisation of the Company, calculated using the closing market capitalisation for

each LSE trading day for the relevant month, and paid monthly in arrears. The management fee has

been payable since 30 April 2021, being the date on which more than 75% of the IPO proceeds were

deployed in investment activities.

The annual management fee is calculated on the following basis:

— 1.00% of the average market capitalisation up to £500 million.

— 0.90% of the average market capitalisation between £500 million and £1 billion; and

— 0.80% of the average market capitalisation in excess of £1 billion.

Following the publication of each Interim Report and Annual Report, the Investment Manager is

required to apply an amount, in aggregate, equal to 10% of the annual management fee for the

preceding six-month period in the following manner:

a) if the average trading price, calculated over the 20 trading days immediately preceding the

announcement date, is equal to, or higher than, the last reported NAV per ordinary share (as

adjusted to reflect any dividends reflected in the average trading price) the Investment Manager

shall use the relevant amount to subscribe for new ordinary shares (rounded down to the nearest

whole number of ordinary shares), issued at the average trading price; or

b) if the average trading price is lower than the last reported NAV per ordinary share (as adjusted

to reflect any dividends reflected in the average trading price) the Investment Manager shall, as

soon as reasonably practicable, use the relevant amount to make market purchases of ordinary

shares (rounded down to the nearest whole number of ordinary shares) within two months of the

relevant NAV announcement date.

Even though the annual management fee is payable on a monthly basis, ordinary shares will only be

acquired by the Investment Manager on a half-yearly basis.

Any ordinary shares subscribed or purchased by the Investment Manager pursuant to the above

arrangements are, subject to usual exceptions, subject to a lock-up of 12 months from the date of

subscription or purchase.

For the year ended 31 March 2024, the Investment Manager has charged management fees

of £5.9 million (31 March 2023: £7.3 million) to the Company, with £0.6 million (31 March 2023:

£0.6 million) owed at year end.

During the year ended 31 March 2024, the Investment Manager was not required to subscribe

for new ordinary shares (31 March 2023: £0.29 million) but was required to conduct open market

purchases for aggregate consideration of £0.63million (31 March 2023: £0.39 million).

Performance fee

The Investment Manager may in addition receive a performance fee on each performance fee

calculation date, dependent on the performance of the Company’s NAV and share price. The

first performance fee calculation date is 31 March 2024 and subsequent calculation dates are on

31 March each year thereafter. The fee will be equal to 12.5% of the excess return over the target of

9% for the NAV return or share price return, whichever is the lower, multiplied by the time-weighted

average number of ordinary shares in issue (excluding any ordinary shares held in treasury) during

the relevant period.

Any performance fee is to be satisfied as follows:

— as to 50% in cash; and

— as to the remaining 50% of the performance fee, subject to certain exceptions and the relevant

regulatory and tax requirements:

a) if the average trading price, calculated over the 20 trading days immediately preceding

the performance fee calculation date, is equal to or higher than the last reported NAV per

ordinary share (as adjusted to reflect any dividends reflected in the average trading price) the

Company will issue to the Investment Manager such number of new ordinary shares (credited

as fully paid) as is equal to the performance fee investment amount divided by the average

trading price (rounded down to the nearest whole number of ordinary shares); or

b) if the average trading price is lower than the last reported NAV per ordinary share (as adjusted

to reflect any dividends reflected in the average trading price) then the Company shall (on

behalf of, and as agent for, the Investment Manager) apply the performance fee investment

amount in making market purchases of ordinary shares, provided any such ordinary shares

are purchased at prices below the last reported NAV per ordinary share.

Any ordinary shares subscribed or purchased by the Investment Manager pursuant to the above

arrangements will, subject to usual exceptions, be subject to a lock-up of 36 months from the date of

subscription or purchase.

For the year ended 31 March 2024, no performance fee is due to the Investment Manager

(31 March 2023: £nil) and no amount has been accrued as the share price performance hurdle has

not been met.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 95

Notes to the financial statements continued

14. Earnings per share and net asset value per share

Ordinary shares	Year ended 31 March 2024
Earnings per share	Basic	Diluted
Allocated profit attributable to this share class – £’000	80,295	80,295
Weighted average number of shares in issue	770,510,117	770,510,117
Earnings per share from continuing operations
in the year (pence)	10.42	10.42

Ordinary shares	Year ended 31 March 2023
Earnings per share	Basic	Diluted
Allocated profit attributable to this share class – £’000	81,176	81,176
Weighted average number of shares in issue	773,442,556	773,442,556
Earnings per share from continuing operations
in the year (pence)	10.50	10.50

As at 31 March 2024, there were 6,434,884 (31 March 2023: 6,434,884) Subscription Shares in issue.

During the year ended 31 March 2024, nil (31 March 2023: 187) Subscription Shares were exercised.

	Year ended	Year ended
	31 March 2024	31 March 2023
Weighted average number of shares used in the calculation
of basic earnings per share	770,510,117	773,442,556
Weighted average number of shares used in the calculation
of diluted earnings per share	770,510,117	773,442,556
Net asset value – £’000	920,660	875,711
Number of ordinary shares issued	766,290,477	772,509,707
Net asset value per share (pence)	120.15	113.36

15. Dividends declared and paid with respect to the year/period

	Dividend per
	ordinary share	Total dividend
Dividends paid during the year ended 31 March 2024	pence	£’000
Second interim dividend in respect of the period
ended 31 March 2023	2.00	15,450
Interim dividend in respect of the period ended 31 March 2024	2.00	15,395
		30,845

	Dividend per
	ordinary share	Total dividend
Dividends declared	pence	£’000
Second interim dividend in respect of the year
ended 31 March 2024	2.2	16,858

	Dividend per
	ordinary share	Total dividend
Dividends paid during the period ended 31 March 2023	pence	£’000
Second interim dividend in respect of the period
ended 30 September 2023	2.00	11,599
Interim dividend in respect of the year ended 31 March 2023	2.00	15,473
		27,072

On 14 June 2024, the Board approved a second interim dividend of 2. 20 pence per share in

respect of the period from 1 April 2023 to 31 March 2024, bringing the total dividend for the year to

4.2 0 pence per share. The record date for this dividend is 28 June 2024 and the payment date is

19 July 2024.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 96

Notes to the financial statements continued

16. Financial risk management

Financial risk management objectives

The Company’s investing activities intentionally expose it to various types of risks that are

associated with the underlying investments. The Company makes the investment in order to

generate returns in accordance with its investment policy and objectives.

The most important types of financial risks to which the Company is exposed are market risk

(including price, interest rate and foreign currency risk), liquidity risk and credit risk. The Board of

Directors has overall responsibility for the determination of the Company’s risk management and

sets policy to manage that risk at an acceptable level to achieve those objectives. The policy and

process for measuring and mitigating each of the main risks are described below.

The Investment Manager and the Administrator provide advice to the Company which allows

it to monitor and manage financial risks relating to its operations through internal risk reports

which analyse exposures by degree and magnitude of risks. The Investment Manager and the

Administrator report to the Board on a quarterly basis.

Categories of financial instruments

For those financial assets and liabilities carried at amortised cost, the Directors are of the opinion

that their carrying value approximates to their fair value.

	As at	As at
	31 March 2024	31 March 2023
	£’000	£’000
Financial assets
Financial assets at fair value through profit or loss:
Investments	1,005,937	872,315
Other financial assets at amortised cost:
Cash and cash equivalents	60,085	10,498
Trade and other receivables (excluding prepayments)	17,174	14,603
Financial liabilities
Financial liabilities at amortised cost:
Loans and borrowings	(157,629)	(20,287)
Accrued expenses and other creditors	(5,012)	(1,495)

Fair value hierarchy

The table below analyses financial instruments measured at fair value at the reporting date by the

level in fair value hierarchy into which the fair value measurement is categorised. The amounts are

based on the values recognised in the Statement of Financial Position. All fair value measurements

below are recurring.

	Level 1	Level 2	Level 3	Total
31 March 2024	£’000	£’000	£’000	£’000
Financial assets
Financial assets at fair value through profit or loss:
Investments	–	–	1,005,937	1,005,937
	–	–	1,005,937	1,005,937

	Level 1	Level 2	Level 3	Total
31 March 2023	£’000	£’000	£’000	£’000
Financial assets
Financial assets at fair value through profit or loss:
Investments	–	–	872,315	872,315
	–	–	872,315	872,315

Capital risk management

The Company manages its capital to ensure that it will be able to continue as a going concern while

maximising the capital return to shareholders. The capital structure of the Company consists of

issued share capital and retained earnings, as stated in the Statement of Financial Position.

In order to maintain or adjust the capital structure, the Company may issue new shares. There are no

external capital requirements imposed on the Company.

The Company’s investment policy is set out under the Additional information section on pages 106

and 107.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 97

Notes to the financial statements continued

Market risk

Market risk includes price risk, foreign currency risk and interest rate risk.

Price risk

The underlying investments held present a potential risk of loss of capital to the Company. As

outlined in note 6, investments are in the form of shareholder loans and equity with protective

provisions in place. Price risk arises from uncertainty about future prices of underlying financial

investments held by the Company. As at 31 March 2024, the fair value of investments, excluding

cash and cash equivalents, was £1,005.9 million (31 March 2023: £872.3 million) and a 5% increase/

(decrease) in the price of investments with all other variables held constant would result in a change

to the fair value of investments of +/- £50.3 million (31 March 2023: £43.6 million).

Please refer to note 6 for quantitative information about the fair value measurements of the

Company’s Level 3 investments.

The Company is exposed to a variety of risks which may have an impact on the carrying value of its

investments. The risk factors are set out below.

Not actively traded

The Company’s investments are not generally traded in an active market but are indirectly exposed

to market price risk arising from uncertainties about future values of the investments held. The

investments of the Company vary as to geographic distribution of operations and size, all of which

may impact the susceptibility of their valuation to uncertainty.

Concentration

The Company invests in the Digital Infrastructure sector. While the Company is subject to the

investment and diversification restrictions in its investment policy, within those limits material

concentrations of investments may arise.

Although the investments are in the same industry, each individual underlying data centre, mobile

telecommunications tower or segment of a fibre-optic network held within the portfolio constitutes a

separate Digital Infrastructure Asset. This risk is managed through careful selection of investments

within the specified limits of the investment policy.

Each of these investment restrictions is calculated and applied as at the time of investment and

non-compliance resulting from changes in the price or value of assets following investment is not

considered a breach of the investment restrictions.

Foreign currency risk

The Company invests in financial instruments and enters into transactions that are denominated

in currencies other than its functional currency, primarily in Polish zloty, Czech koruna, Euros and

US dollars.

The Company’s currency risk is managed by the Investment Manager in accordance with the

policies and procedures in place.

The Company also has exposure to foreign currency risk due to the payment of some expenses in

Polish zloty, Czech koruna, Euros, US dollars and Canadian dollars. Consequently, the Company

is exposed to risks that the exchange rate of its currency relative to other foreign currencies may

change in a manner that has an adverse effect on the value of that portion of the Company’s assets

or liabilities denominated in currencies other than pounds sterling. Any exposure to foreign currency

risk at the underlying investment level is captured within price risk.

16. Financial risk management continued

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 98

Notes to the financial statements continued

The following table sets out, in pounds sterling, the Company’s total exposure to foreign currency risk and the net exposure to foreign currencies of the monetary assets and liabilities. Of the total exposure

set out below, the Company’s direct foreign exchange exposure is £66.7 million.

							As at 31 March 2024
	USD	CZK	CAD	PLN	EUR	GBP	Total
	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Non-current assets
Financial assets at fair value through profit or loss	42,262	385,941	–	525,050	52,654	30	1,005,937
Total non-current assets	42,262	385,941	–	525,050	52,654	30	1,005,937
Current assets
Receivables and prepayments	9,171	–	–	–	2,568	5,540	17,279
Cash and cash equivalents	67	–	–	–	40,734	19,284	60,085
Total current assets	9,238	–	–	–	43,302	24,824	77,364
Current liabilities
Loans and borrowings	–	–	–	–	(157,629)	–	(157,629)
Accrued expenses and other creditors	(29)	–	–	–	(3,862)	(1,121)	(5,012)
Total current liabilities	(29)	–	–	–	(161,491)	(1,121)	(162,641)
Total net assets	51,471	385,941	–	525,050	(65,535)	23,733	920,660

							As at 31 March 2023
	USD	CZK	CAD	PLN	EUR	GBP	Total
	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Non-current assets
Financial assets at fair value through profit or loss	56,993	389,101	–	429,002	(2,984)	203	872,315
Total non-current assets	56,993	389,101	–	429,002	(2,984)	203	872,315
Current assets
Receivables and prepayments	9,164	–	–	–	2,639	2,877	14,680
Cash and cash equivalents	168	–	1	–	1	10,328	10,498
Total current assets	9,332	–	1	–	2,640	13,205	25,178
Current liabilities
Loans and borrowings	–	–	–	–	(20,745)	–	(20,745)
Payables	(30)	–	–	–	–	(1,007)	(1,037)
Total current liabilities	(30)	–	–	–	(20,745)	(1,007)	(21,782)
Total net assets	66,295	389,101	1	429,002	(21,089)	12,401	875,711

16. Financial risk management continued

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 99

Notes to the financial statements continued

The table below sets out the effect on the net assets against a reasonably possible weakening of

the pound against the US dollar, Czech koruna, Polish zloty and euros by 5%, at 31 March 2024.

The analysis assumes that all other variables remain constant.

	As at	As at
	31 March 2024	31 March 2023
Effect in increase of pounds sterling	£’000	£’000
USD	2,574	3,315
CZK	19,297	19,455
PLN	26,253	21,450
EUR	(3,277)	(1,054)

A strengthening of the pound against the above currencies would have resulted in an equal but

opposite effect to the amounts shown above.

Interest rate risk

The Company’s exposure to interest rate risk relates to the Company’s cash and cash equivalents

and intercompany loans and borrowings. The Company is subject to risk due to fluctuations in the

prevailing levels of market interest rates.

As at 31 March 2024, the cash balance held by the Company was £60.1 million (31 March 2023:

£10.5 million). A 1% increase/(decrease) in interest rates with all other variables held constant would

result in a change to interest received of +/- £0.6 million (31 March 2023: +/- £0.1 million) per annum.

As at 31 March 2024, the intercompany loans and borrowings balance held by the Company was

£157.6 million (31 March 2023: £20.3 million). A 1% increase/(decrease) in interest rates with all other

variables held constant would result in a change to interest payable of +/- £1.6 million (31 March 2023:

£0.2 million). This effect at the Company level would be off-set by an equal and opposite change in the

investments as the loan is with a 100% owned subsidiary (note 17).

Liquidity risk

Ultimate responsibility for liquidity risk management rests with the Board of Directors.

Liquidity risk is defined as the risk that the Company may not be able to settle or meet its obligations

on time or at a reasonable price. The Company’s policy and the Investment Manager’s approach to

managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its

liabilities when due, under both normal and stress conditions, without incurring unacceptable losses

or risking damage to the Company’s reputation. The Company’s liabilities are made up of estimated

accruals and trade creditors which are due to be settled within three months of the year end.

The Company’s liquidity risk arises principally from the fact that there is no liquid market for its

investments and it may not be able to realise their full value on a timely basis. The Company will

maintain flexibility in funding by keeping sufficient liquidity in cash and cash equivalents, which

may be invested on a temporary basis in line with the cash management policy as agreed by the

Directors from time to time.

The Company adopts a prudent approach to liquidity management and through the preparation of

budgets and cash flow forecasts maintains sufficient cash reserves to meet its obligations.

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in

financial loss to the Company.

Financial assets mainly consist of cash and cash equivalents and investments at fair value through

profit or loss. The Company’s risk on liquid funds is managed by only depositing monies with

institutions with a short term credit rating of A1/P-1 – A1/F1 or equivalent. The Company mitigates

its credit risk exposure on its investments at fair value through profit or loss by the exercise of due

diligence on the counterparties and the Investment Manager.

The table below shows the material cash balances and the credit rating for the counterparties used

by the Company at the year/period-end date:

		31 March 2024	31 March 2023
	Location	£’000	£’000
Royal Bank of Scotland International	Guernsey	24,481	10,498
Investec Bank Plc	UK	35,604	–
Credit ratings:	S&P	Moody’s	Fitch
Royal Bank of Scotland International	A/A-1	A1/P-1	A1/F1
Investec Bank Plc	Not rated	AA1/P-1	BBB+/ F2

The Company’s maximum exposure to loss of capital at the year/period end is shown below:

Carrying value and maximum exposure

	31 March 2024	31 March 2023
	£’000	£’000
Financial assets (including cash and equivalents but excluding
prepayments)	77,259	25,101

Gearing

As at the date of these financial statements the Company had gearing of 17.1% (31 March 2023:

2.3%) calculated as loans and borrowings divided by net assets.

16. Financial risk management continued

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 100

Notes to the financial statements continued

17. Related party transactions

Directors

The Company has four non-executive Directors, each of whom is considered to be independent.

Directors’ fees for the year ended 31 March 2024 amounted to £185,000 (31 March 2023: £185,000),

of which £nil (31 March 2023: £nil) was outstanding at the year end.

The shares held by the Directors at 31 March 2024 are shown in the table below:

	Ordinary	Ordinary
	shares held at	shares held at
	31 March 2024	31 March 2023
Shonaid Jemmett-Page	63,355	28,039
Sian Hill	57,500	37,5 00
Marten Pieters	103,125	48,125
Simon Pitcher	63,125	38,125

Investments

As part of the initial acquisition of Communications Investments Holdings s.r.o. (CIH) in April 2021,

the Company acquired a loan due from CIH which accrues interest at 9.9% per annum. Total interest

receivable by the Company in relation to the year was £1.9 million (31 March 2023: £0.5 million), of

which £nil (31 March 2023: £nil) remained outstanding at the year/period end. The loan investment

was transferred to the Company’s subsidiary Cordiant Digital Holdings Two Ltd (CDH2) on

31 May 2022, in exchange for a promissory note. The balance on the promissory note investment at

31 March 2024, including accrued interest, was £nil (31 March 2023: £32.6 million). In January 2022,

the assets of Hudson Interxchange were acquired by the Company’s subsidiary CDIL Data Centre

USA LLC. The Company provided funding for this transaction in the form of equity contributions. The

balance of the equity investment at 31 March 2024, was £32.8 million (31 March 2023: £52.2 million).

Company subsidiaries

On 16 December 2022, the Company borrowed £20.3 million from CDH2, and a further

£149.0 million on 6 June 2023, representing proceeds from Eurobonds issued by CDH2. At

31 March 2024, the loan principal was valued at £157.6 million (31 March 2023: £20.3 million). The

loan is subject to interest charged at a variable rate. Interest charged during the year amounted

to £12.1 million (31 March 2023: £0.4 million) of which £3.9 million remained outstanding as at

31 March 2024 (31 March 2023: £0.4 million). The expenses paid by the Company on behalf of

subsidiary companies during the year amounted to £1.6 million (31 March 2023: £2.9 million).

During the year ended 31 March 2024, the Company charged management fees amounting to £1.4

million related to management services provided to CRA and Emitel investments.

18. 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.

19. Subsequent events

With the exception of dividends declared and disclosed in note 15, there are no material

subsequent events.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 101

Maghera Television Transmitter,

Mount Leinster, Ireland.

Additional information

Directors and general information 103

Glossary of capitalised defined terms 104

Alternative performance measures (APMs) 105

Investment policy 106

Cautionary statement 108

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 102

Directors and general information

Directors

(all appointed 26 January 2021)

Shonaid Jemmett-Page

Chairman

Sian Hill

Audit Committee Chairman and

Senior Independent Director

Marten Pieters

Simon Pitcher

All independent and of the registered office

opposite.

Website www.cordiantdigitaltrust.com

ISIN (ordinary shares) GG00BMC7TM77

Ticker (ordinary shares) CORD

SEDOL (ordinary shares) BMC7TM7

Registered Company Number 68630

Registered office

East Wing

Trafalgar Court

Les Banques

St Peter Port

Guernsey

GY1 3PP

Investment manager

Cordiant Capital Inc.

28th Floor

Bank of Nova Scotia Tower

1002 Sherbrooke Street West

Montreal

QC H3A 3L6

Company secretary and administrator

Aztec Financial Services

(Guernsey) Limited

East Wing

Trafalgar Court

Les Banques

Guernsey

GY1 3PP

Auditor

BDO Limited

PO Box 180

Place du Pre

Rue du Pre

St Peter Port

Guernsey

GY1 3LL

Legal advisors to the Company

Gowling WLG (UK) LLP

4 More London Riverside

London

SE1 2AU

Carey Olsen (Guernsey) LLP

Carey House

Les Banques

St Peter Port

Guernsey

GY1 4BZ

Registrar

Computershare Investor Services

(Guernsey) Limited

1st Floor Tudor House

Le Bordage

St Peter Port

Guernsey

GY1 1DB

Brokers

Investec Bank plc

30 Gresham Street

London

EC2V 7QP

Jefferies International Limited

100 Bishopsgate

London

EC2N 4JL

Receiving agent

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol

BS99 6AH

Principal banker and custodian

The Royal Bank of Scotland

International Limited

Royal Bank Place

1 Glategny Esplanade

St Peter Port

Guernsey

GY1 4BQ

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 103

Glossary of capitalised defined terms

Administrator means Aztec Financial Services

(Guernsey) Limited.

AFFO means adjusted funds from operations.

AIC means the Association of Investment

Companies.

AIC Code means the AIC Code of Corporate

Governance.

AIC SORP means the AIC Statement of

Recommended Practice.

Board means the board of Directors of the

Company.

CIH means Communications Investments

Holdings s.r.o.

Company means Cordiant Digital

Infrastructure Limited.

Company’s Annual Report 2023 means the

Company’s annual report for the year ended

31March 2023.

Company Law means the Companies

(Guernsey) Law 2008.

Company’s Prospectus means the prospectus

issued by the Company on 29 January 2021 in

relation to its IPO.

CRA means České Radiokomunikace s.a.

C Shares means C shares of no par value

each in the capital of the Company issued

pursuant to the Company’s placing programme

as an alternative to the issue of ordinary shares.

DCF means discounted cash flow.

Digital Infrastructure means the physical

infrastructure resources that are necessary

to enable the storage and transmission of

data by telecommunications operators,

corporations, governments and individuals.

These predominantly consist of mobile

telecommunications/broadcast towers, data

centres, fibre-optic networks, in-building

systems and, as appropriate, the land under

such infrastructure. Digital Infrastructure assets

do not include switching and routing equipment,

servers and other storage devices or radio

transmission equipment or software.

Directors means the directors of the Company.

DTRs means the Disclosure Guidance and

Transparency Rules issued by the FCA.

DTT means digital terrestrial television.

EBITDA means earnings before interest,

taxation, depreciation and amortisation.

EEA means the European Economic Area.

Emitel means Emitel S.A.

ESG means environmental, social and

governance.

EV means enterprise value.

FCA means the UK Financial Conduct Authority.

Hudson means Hudson Interxchange

(previously operating under the name DataGryd

Datacenters a trading name of CDIL Data

Centre USA LLC).

IAS means international accounting standards

as issued by the Board of the International

Accounting Standards Committee.

IASB means the International Accounting

Standards Board.

IFRS means the International Financial

Reporting Standards, being the

principles-based accounting standards,

interpretations and the framework by that

name issued by the International Accounting

Standards Board.

Interim Report means the Company’s half

yearly report and unaudited condensed interim

financial statements for the six-month period

ended 30September 2023.

Investment Entity means an entity whose

business purpose is to make investments

for capital appreciation, investment income,

or both.

Investment Manager means Cordiant

Capital Inc.

IoT means the Internet of Things.

IPEV Valuation Guidelines means International

Private Equity and Venture Capital Valuation

Guidelines.

IPO means the initial public offering of shares by

a company to the public.

LSE means the London Stock Exchange.

Listing Rules means the listing rules published

by the FCA.

NAV or net asset value means the value of

the assets of the Company less its liabilities

as calculated in accordance with the

Company’s valuation policy and expressed

in pounds sterling.

Norkring means Norkring België NV.

RCF means revolving credit facility.

SDG means Sustainable Development Goal.

Speed Fibre means Speed Fibre Designated

Activity Company.

Subscription Shares means redeemable

subscription shares of no par value each

in the Company, issued on the basis of one

Subscription Share for every eight ordinary

shares subscribed for in the IPO.

TCFD means Task Force on Climate-related

Financial Disclosures.

UK or United Kingdom means the United

Kingdom of Great Britain and Northern Ireland.

US or United States means the United States

of America, its territories and possessions, any

state of the United States and the District of

Columbia.

USD means United States dollars.

WACC means weighted average cost of capital.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 104

Alternative performance measures (APMs)

APM Formula Calculation

Net asset value per share Net assets at the calculation date

Number of shares outstanding at the calculation date

920,660,000

× 100p=

766,290,477

120.1p

Total return from investments Increase in fair value of investments + net income from

investments – interest on vendor loan finance

Time weighted cost of investments

100.9 million

= 11.2%

900.5 million

Growth in EBITDA of underlying investments EBITDA of portfolio companies for their last full year ending

on or before the Company reporting date

EBITDA of portfolio companies for their equivalent prior period

139.3 million

– 1

= 7.2%

129.9 million

Full-year dividend The sum of the dividends per share paid in respect of the year,

normally paid in December within the year and in July following

the year end

2.0p (December 2023) + 2.2p (July 2024) = 4.2p

Total shareholder return The overall increase/(decrease) in the value of a shareholding

over the year, assuming that all dividends paid during the year

were immediately reinvested in the Company’s shares

Obtained from Bloomberg, an independent third-party information provider

Adjusted funds from operations (AFFO) Portfolio company normalised EBITDA less Company costs, net

finance costs, net taxation and maintenance capital expenditure

See table 4 on page 21

Total return for the year on ex-div opening NAV Profit for the year

Opening NAV – second interim dividend for the prior year

80,295,000

= 9.3%

875,711,000 - 15,450,000

NAV total return The index of NAV per share, with dividends reinvested at

prevailing ex-div NAV

{[

120.1 +

(

2.0

× 120.1

)

111.4

(

2.0

110. 7

× 12 0 .1

)]

÷ 113.4

}

– 1 = 9.7%

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 105

Investment policy (extract from the Company’s Prospectus)

Investment Objective

The Company will seek to generate attractive total

returns (on a risk adjusted basis) for Shareholders

over the longer term, comprising capital growth

and a progressive dividend, through investment

in Digital Infrastructure Assets.

Investment Policy

The Company will invest principally in

operating Digital Infrastructure Assets, with

a predominant focus on data centres, mobile

telecommunications/broadcast towers and

fibre-optic network assets, primarily located in

the UK, the EEA, the United States of America

and Canada.

The Company will seek to acquire or

construct operating, cash flow generating

Digital Infrastructure Assets (either individually

or by acquiring entities owning portfolios

of such assets), with a view to generating

returns through:

(a) contracted escalators;

(b) increasing the tenanted use of such

Digital Infrastructure Assets;

(d) driving operational improvements; and

(e) achieving operational synergies with

other Digital Infrastructure Assets already

held within the portfolio.

Diversification within the Company’s investment

portfolio will be achieved by:

(i) investing in a range of individual underlying

Digital Infrastructure Assets, each of which

will be capable of separate disposal;

(ii) investing in different types of Digital

Infrastructure Assets;

(iii) gaining exposure at the Investee Company

or asset level to a range of different

underlying lessees, counterparties and

customers;

(iv) contracting at the Investee Company or

asset level with a range of different project

developers and service providers; and

(v) achieving a geographic spread across the

underlying Digital Infrastructure Assets.

There will be no operation of a common treasury

function between the Company and any of its

Digital Infrastructure Assets.

Investments in Digital Infrastructure Assets

will be made principally through equity,

or through structures having equity-like

characteristics and control features (such as

convertible instruments or structured debt) and

will typically entail 100 per cent. ownership or

majority control by the Company (either directly

or indirectly). The Group may, however, enter

into joint venture arrangements alongside one

or more co-investors where the Investment

Manager, in consultation with the Board,

believes it is in the Group’s best interests to do

so (such as where an investment opportunity

is too large for the resources of the Group on

its own, to share risk or where a joint venture

arrangement will optimise returns for the

Company). In the case of such co-investments,

the Group will target retaining a control position,

where this is possible, or, where this is not

possible, will have strong minority investor

protections, governance rights and board

representation.

The Group’s Digital Infrastructure Assets

will generally be held through group holding

companies and vehicles which may have

separate embedded management teams who

are responsible for the day-to-day operational

management of individual assets or groups of

assets. Digital Infrastructure Assets grouped

together under the management of any

particular embedded management team in

order to maximise economies of scale and

operational efficiencies will be characterised

as a “Platform”.

Regardless of the operational grouping of

assets into separate Platforms, each

Digital Infrastructure Asset will be capable of

individual disposal.

Investment restrictions

The Company will invest and manage its assets

with the objective of spreading risk and, in

doing so, will maintain the following investment

restrictions:

— no single Digital Infrastructure Asset will

represent more than 20percent. of Gross

Asset Value;

— no more than 15 per cent. of Gross Asset

Value will be invested, in aggregate, in Digital

Infrastructure Assets located in countries

outside the United Kingdom, the EEA, the

United States of America and Canada;

— the maximum exposure to Digital

Infrastructure Assets in the Development

Phase will not exceed, in aggregate,

10percent. of Gross Asset Value; and

— the maximum exposure to Digital

Infrastructure Assets in the Development

Phase and Construction Phase will not

exceed, in aggregate, 30percent. of Gross

Asset Value.

Each individual underlying data centre,

mobile telecommunications/broadcast tower

or segment of a fibre-optic network held

within the portfolio will constitute a separate

Digital Infrastructure Asset for the purposes

of the above investment restrictions and the

investment policy generally.

It is expected that the Company will

predominantly invest in unquoted assets.

However, in exceptional circumstances, the

Company may also invest in listed entities

owning Digital Infrastructure Assets and

may maintain this investment if such entities

subsequently cease to be listed, provided

that the Investment Manager considers that

such an investment is (and continues to be)

consistent with the Company’s investment

objective. The Company will, in any case,

invest no more than 15 per cent. of its total

gross assets in other investment companies

or investment trusts which are listed on the

Official List.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 106

Investment policy (extract from the Company’s Prospectus) continued

The investment restrictions set out above

apply following full investment of the Initial Net

Proceeds and following the Company becoming

substantially geared (meaning for this purpose

borrowings by way of long-term structural debt

of 30 per cent. of Gross Asset Value being put

in place).

In addition, in circumstances in which the

Group does not wholly-own an investment,

the investment restrictions set out above

will be applied pro rata by reference to the

proportionate value of the Group’s interest in

such investment.

Compliance with the above investment

restrictions will be measured at the time of

investment and non-compliance resulting from

changes in the price or value of assets following

investment will not be considered a breach of

the investment restrictions.

Gearing

The Group may employ gearing for working

capital purposes, to finance acquisitions

or, over the longer term, to enhance returns

to investors.

Gearing may be employed either at the level of

the Company, at the level of any intermediate

wholly-owned subsidiary of the Company or at

the individual Investee Company or asset level,

and any limits set out in this document shall

apply on a look-through basis. The Group’s

long-term gearing is expected to be between

20percent. and 35 per cent. of Gross Asset

Value, and shall not exceed a maximum of

50percent. of Gross Asset Value, calculated

at the time of drawdown.

In addition to such long-term gearing, the

Company may also use gearing on a short-term

basis, principally to finance the acquisition of

assets provided that:

(i) this short-term gearing shall not exceed

30per cent. of Net Asset Value calculated at

the time of drawdown, and

(ii) it is intended to refinance such short-term

borrowings at the earliest appropriate

opportunity through the proceeds of further

equity issuances by the Company.

The use and structure of gearing will be

determined by, inter alia, the cash flow profile

of each investment, the diversification of the

overall asset portfolio and the availability of

financing on attractive terms.

Debt may be secured with or without a

charge over some or all of the Group’s assets,

depending on the optimal structure for the

Group and having consideration to key metrics

including lender diversity, cost of debt, debt

type and maturity profiles. Intra-group debt

between the Company and subsidiaries will not

be included in the definition of borrowings for

these purposes.

Hedging and derivatives

The Group may borrow in currencies other than

Sterling as part of its currency hedging strategy.

Derivatives will not be used for investment

purposes. The Group may enter into hedging

contracts (in particular, in respect of inflation,

interest rate or currency hedging) and other

derivative contracts for the purposes of efficient

portfolio management. No hedging transactions

will be undertaken for speculative purposes.

Cash management

The Company may hold cash on deposit for

working capital purposes and while awaiting

investment and, as well as cash deposits, may

invest in cash equivalent investments, which

may include government issued treasury bills,

money market collective investment schemes,

other money market instruments and short-term

investments in money market type funds (“Cash

and Cash Equivalents”). There is no restriction

on the amount of Cash and Cash Equivalents

that the Company may hold and there may be

times when it is appropriate for the Company to

have a significant Cash and Cash Equivalents

position.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 107

Cautionary statement

This document 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

terms or expressions, including ‘believes’,

‘estimates’, ‘anticipates’, ‘expects’, ‘intends’,

‘may’, ‘plans’, ‘projects’, ‘will’, ‘explore’ or

‘should’ or, in each case, their negative or other

variations or comparable terminology or by

discussions of strategy, plans, objectives,

goals, future events or intentions. These

forward-looking statements include all

matters that are not historical facts. They may

appear in a number of places throughout this

document and may include, but are not limited

to, statements regarding the intentions, beliefs

or current expectations of the Company, the

Directors and/or 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 distribution policy of the

Company and the markets in which it invests.

By their nature, forward-looking statements

involve risks and uncertainties because

they relate to future 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, or described in or suggested by, the

forward-looking statements contained in this

document. Further, this document may include

target figures for future financial periods.

Any such figures are targets only and are not

forecasts. Nothing in this document should

be construed as a profit forecast or a profit

estimate. In addition, even if actual investment

performance, results of operations, financial

condition, liquidity, distribution policy and

the development of its financing strategies,

are consistent with any forward-looking

statements contained in this document, those

results or developments may not be indicative

of results or developments in subsequent

periods. A number of factors could cause

results and developments of the Company

to differ materially from those expressed or

implied by the forward-looking statements

including, without limitation, general economic

and business conditions, industry trends,

inflation and interest rates, the availability and

cost of energy, competition, changes in law

or regulation, changes in taxation regimes,

the availability and cost of capital, currency

fluctuations, changes in its business strategy,

political and economic uncertainty. Any

forward-looking statements herein speak only

at the date of this document.

As a result, you are cautioned not to place

any reliance on any such forward-looking

statements and neither the Company nor any

other person accepts responsibility for the

accuracy of such statements. Subject to their

legal and regulatory obligations, the Company,

the Directors and the Investment Manager

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.

Cordiant Digital Infrastructure Limited Annual Report 2024

Strategic report Governance Financial statements Additional informationIntroduction 108

This report is printed on Revive

100 Silk made from FSC

recycled

certified post-consumer waste pulp.

The FSC

label on this report ensures

responsible use of the world’s forest

resources. Printed sustainably in the

UK by Pureprint, a CarbonNeutral

company with FSC

chain of

custody and an ISO 14001 certified

environmental management system

recycling over 100% of all dry waste.

Suwałki Transmitter,

Krzemianucha Hill, Poland.

Strategic report Governance Financial statements Additional informationIntroduction

Cordiant Digital Infrastructure Limited

East Wing

Trafalgar Court

Les Banques

St Peter Port

Guernsey

GY1 3PP

www.cordiantdigitaltrust.com

Raszyn Radio Transmitter,

Raszyn, Poland.

Strategic report Governance Financial statements Additional informationIntroduction