Final Results

LEI: 2138004JUQUL9VKQWD21

25 April 2025

Ecofin U.S. Renewables Infrastructure Trust PLC

Annual Financial Report for the year ended 31 December 2024

Ecofin U.S. Renewables Infrastructure Trust plc ("RNEW" or the "Company") is pleased to announce its audited results for the year ended 31 December 2024 ("Year").

Objective

Ecofin U.S. Renewables Infrastructure Trust PLC (the Company, and together with its subsidiaries and subsidiary undertakings from time to time, the Group) will be managed, either by an external third party investment manager or internally by the Company's Board of Directors, with the intention of realising all the assets in the Group's portfolio, in an orderly manner with a view to ultimately returning cash to the Company's shareholders following repayment of any outstanding borrowings of the Group from the proceeds of the assets realised pursuant to the Investment Policy (the Managed Wind-Down).

Highlights

Financial

Figures reported either as at the referenced date or over the year ended 31 December 2024. All references to cents and dollars ($) are to the currency of the U.S., unless stated otherwise.

1. 31 December 2024 exchange rate of £0.79898 = $1.00

2. RNEW & RNEP LSE closing price as at 31 December 2024

3. Calculated based on Gross Asset Value ("GAV") and aggregate debt. Additional information can be found in the financing section of the Investment Manager's Report.

4. These are alternative performance measures. ("APMs"). Definitions of how these APMs and other performance measures used by the Company have been calculated can be found in the Annual Financial Report

5. Represents the Company's share of portfolio generating capacity.

6. Includes the DG Solar assets which were sold post year end. The remaining contract terms for the non-DG solar assets is 18 years for Beacon 2 and 5 and 3 years for Whirlwind.

Portfolio

1. Capacity reflects RNEW's proportionate ownership interest in the assets.

2. Cash equity ownership.

3. Average remaining revenue contract term (years).

4. Sold post year end.

Our Business Model

Investment Objective

On 14 January 2025, shareholders approved the following new Investment Objective to facilitate the Managed Wind-Down of the Company. The newly adopted Investment Objective is set out below:

Ecofin U.S. Renewables Infrastructure Trust PLC (the Company, and together with its subsidiaries and subsidiary undertakings from time to time, the Group) will be managed, either by an external third party investment manager or internally by the Company's Board of Directors, with the intention of realising all the assets in the Group's portfolio, in an orderly manner with a view to ultimately returning cash to the Company's shareholders following repayment of any outstanding borrowings of the Group from the proceeds of the assets realised pursuant to the Investment Policy (the Managed Wind-Down).

Structure

The Company's business model follows that of an externally managed investment trust. As such, the Company does not have any employees and outsources its activities to third party service providers, including the Investment Manager and Administrator who are the principal service providers.

The Company made its investments through a wholly-owned U.S. holding company, RNEW Holdco LLC ("Holdco"), other intermediate holding companies and underlying special purpose vehicles ("SPVs", organised as U.S. limited liability companies or LLCs) that hold the Renewable Assets. The Group has the ability to use short-term debt for liquidity and working capital purposes. Net proceeds of the sale of the Company's assets will be used to repay the Company's debt and since the year end, following the closing of the DG Solar sale, the Company's Revolving Credit Facility was fully repaid.

The Company, through a wholly-owned U.S. subsidiary, RNEW Capital, LLC, had a $32.5 million secured Revolving Credit Facility ("RCF") with KeyBank which as noted above has been repaid after the year end leaving a surplus of US$10 million in cash.

The Company has a 31 December financial year end and announces half-year results in September and full-year results in April.

Management of the Company

The Company has a board of three non-executive Directors, all of whom are considered independent (details of each can be found in the Directors' Experience and Contribution section of the Corporate Governance Statement). The Board's role is to manage the governance of the Company in the interests of Shareholders and other stakeholders. In particular, the Board monitors adherence to the Investment Policy and gearing policy limits, determines the risk appetite, sets Company policies and monitors the performance of the Investment Manager and other key service providers. The Board meets a minimum of six times a year for regular Board meetings, with additional ad hoc meetings taking place dependent upon the requirements of the business. The Board reviews the performance of all key service providers on an annual basis through its Management Engagement Committee.

The Company has appointed Ecofin as its AIFM and Investment Manager to provide portfolio and risk management services to the Company. The Board takes advice from the Investment Manager on matters concerning the market and the portfolio. Day-to-day management of the Company's portfolio is delegated to the Investment Manager. Further information on the Investment Manager is provided in the Investment Manager's Report. On 6 February 2025, the Investment Manager served notice on the Company to terminate the Investment Management Agreement. In accordance with the Company's Investment Management Agreement, the Investment Manager has 12 months' notice to serve. The Board are considering their options with regard to finding alternative management arrangements.

As an investment trust, the Company does not have any employees and is reliant on third party service providers for its operational requirements. Likewise, the SPVs which hold the portfolio assets do not have any employees and services are provided through third party providers. The Board has delegated administration, fund accounting and company secretarial services to Apex Listed Companies Services (UK) Limited.

Investment Manager

· Manages the portfolio of Renewable Assets to achieve the Company's Investment Objective.

· Monitors financial performance against Company targets and forecasts.

· Monitors the Company's desired target returns within the agreed risk appetite.

· Manages the process and analysis for semi-annual valuations and coordinates the process with the Independent Valuer (June/December).

· Ensures good financial and cash management of the Company and its assets having regard to accounting, tax and debt usage and covenants.

Chair's Statement

Introduction

I am pleased to provide shareholders with my first annual chair's statement, covering the year from 1 January 2024 to 31 December 2024 (the "Year"), together with information on some notable subsequent events. The Year under review has been disappointing and we are cognisant of the loss of shareholder value that has occurred.

The strategic review, which had commenced in September 2023 was finally concluded. The Company appointed Marathon Capital ("Marathon"), as financial adviser, to undertake a process focused on a sale of all the Company's assets in late 2023. An extensive marketing exercise was undertaken by Marathon but unfortunately no buyer was identified for the Company's entire portfolio on acceptable terms. Accordingly, following careful consideration of the options available to the Company, and on advice from Marathon and taking into account feedback from shareholders, the Board decided it would be in the best interests of shareholders to implement a managed wind down of the Company (the "Managed Wind Down") and this was announced on 9 September 2024 with the formal adoption of the new investment policy being approved by shareholders post the year end on 14 January 2025.

Under the Managed Wind Down, the Board is seeking to implement an incremental sales programme of the Company's assets in an orderly manner with a view to repaying borrowings and subsequently making returns of capital to shareholders while aiming to obtain the best available value for the Company's assets at the time of their realisations. The first sale of assets, which was announced on 13 December, 2024 comprises the sale of the distributed solar assets of the Company ("the DG Solar Sale"), further details of which are below.

Investment manager

The ability of the Investment Manager to continue managing the Company has been impacted by the uncertainty and time to implement a transaction under the strategic review. As announced at the half year, the Investment Manager had informed the Company that there is a refocusing of the strategy of the wider Tortoise-Ecofin group, of which the Investment Manager is part, away from the renewable energy sector. Since then and post the year end, the Investment Manager has also served notice to terminate the Investment Management Agreement. The Investment Manager has a 12 month notice period expiring in February 2026 but meanwhile is committed to working with the Board to implement alternative management arrangements. This is no easy task, with only 2 assets remaining (post the DG Solar Sale) and the subscale size of the Company but the Board and Investment Manager are in discussions with a number of parties who have indicated interest and have the requisite skill set and resource to assist the Company. It also remains an option to engage one or more of the current employees of the Investment Manager to work directly for the Company or for such employee(s) to be hired by a newly appointed manager. All options are currently under consideration. I joined the Board in July to assist with this process and was appointed as Chair following shareholder feedback and Board discussion after the announcement of the DG Solar Sale.

Operational update

During 2024, RNEW's portfolio, which comprises 65 solar and wind assets with a combined capacity of 177 MW across eight states, generated 279 GWh of clean electricity (31 December 2023: 248 GWh). While the capacity increased due to the remainder of the Echo assets coming online, the portfolio faced a number of operational hurdles. As previously reported, the Whirlwind wind farm was hit by a tornado in June 2023 and the Matador sub-station, to which the wind farm was connected, was required to be rebuilt. Whirlwind was reconnected in December 2024 to the Matador substation. However, because of previous oscillation issues, ERCOT, the grid operator in Texas, has curtailed Whirlwind to 30MW. The wind farm should return to its full generating capacity of 59MW once it receives approval from ERCOT. Approval is expected to be in Q2 2025. The Echo Solar portfolio which comprises six solar projects in Minnesota, Virginia and Delaware, are now in service and are fully operational, following a number of delays. WestSide, the Echo Minnesota asset, experienced a wind storm in Summer 2024 which damaged a small percent of panels and infrastructure. Repairs are underway and are expected to be completed during Q2 2025. Other operational issues contributing to the decreased output in specific assets included inverter faults at both the Beacon 2 and Beacon 5 solar assets in California. The Asset Management team is working closely with the O&M provider and major manufacturer to secure a spare parts inventory that would reduce future outage timeframes.

Performance, NAV and Valuation:

The NAV total return per Ordinary Share was (46.5)% for the year ended 31 December 2024. Other key metrics were:

For the year ended 31 December 2024, the Group has reported a combined loss after tax of US$53.97 million, compared to a combined loss after tax of US$6.72 million for the year ended 31 December 2023.

The NAV as at 31 December 2024 was US$61.7 million (equating to 44.7 cents per Ordinary Share) (31 December 2023: US$117.7 million equating to 85.2 cents per Ordinary Share), a decrease of 47.5%, principally as the result of the following factors:

· a 1.0% increase in discount rate year over year, from 7.4% to 8.4%.

· The sale of the DG Solar assets which were sold for US$37.1 million

· Decrease in the value of Whirlwind due to a number of factors including:

1. Decrease in production based on historical variance by quarter; and

2. Increase in insurance cost based on actuals for the next 5 years

· Decrease in the value of Beacon due to a number of factors including a decrease in production based on historical variance by a quarter and an increase in O&M, due to a thermal event that caused inverter failures, based on 2024 actuals.

In sterling terms, the Ordinary Share NAV at 31 December 2024 was £49.3 million (35.7p per Ordinary Share) compared to £92.2 million (66.8p per Ordinary Share) as at 31 December 2023.

The portfolio valuation of the DG Solar assets is based on its sales price. The portfolio valuation of the remaining assets after the sale of the DG Solar assets as at 31 December 2024 was provided by an independent valuation firm, Kroll, LLC, independent provider of financial and risk advisory solutions.

Fair value of the Beacon and Whirlwind assets was derived using a combined income approach (DCF methodology) and market approach based on recent bid prices from third parties, which follows IPEV Guidelines. A 50% weighting is applied to both the income approach and market approach when concluding on fair value. Typically, DCF is deemed the most appropriate methodology when detailed projection of future cash flows is possible. Under the income approach, the fair value of each asset is derived by projecting the future cash flows of an asset, based on a range of operating assumptions for revenues and expenses, and discounting those future cash flows to the present day with a pre-tax discount rate appropriately calibrated to the risk profile of the asset and market dynamics. Due to the asset class and available market data over the forecast horizon, a DCF valuation is typically the basis upon which renewable assets, are traded in the market, however, given recent market data received by way of bids from third parties, a market approach was also used in combination to determine fair value. Fair value of the remaining portfolio assets, the DG Portfolio, were fair valued at the agreed upon transaction value. The blended weighted average pre-tax discount rate at 31 December 2024 was 8.4% (31 December 2023: 7.4%). The basis of valuation relies on financial forecasts which by their very nature are uncertain. The forecasts and projections are based upon assumptions about events and circumstances which have not yet transpired. The Company cannot provide any assurance that the estimates will be representative of the cash flows which will actually be achieved during the forecast period. If these assumptions are not correct or do not hold true, the valuations could change materially. The Investment Manager confirmed that the information provided to Kroll for their valuation was materially complete, fair in the manner of its portrayal and, therefore, forms a reliable basis for the valuation. As the Company moves into Managed Wind Down, the ultimate determinant of values will be what willing buyers are prepared to pay for the Company's remaining investments.

Disposal of distributed solar assets ("DG Solar Assets") of the Company

The key development during H2 of 2024 was the announcement in December 2024 that the Group had entered into an agreement to sell (the Disposal) its DG Solar Assets (the DG Portfolio) to a subsidiary of True Green Capital Fund IV, LP (TGC Fund IV or the Buyer) for cash consideration of approximately US$38.4 million plus the assumption by the Buyer of approximately US$15.6 million of project-level debt.

The Disposal is the first sale to be concluded as part of the Managed Wind-Down.

Highlights and financial effects of the Disposal

· Pursuant to the Disposal, the Company agreed to sell all of the membership interests of those wholly-owned intermediate holding companies through which the Company holds its interests in the DG Portfolio, which comprises the "ECHO", "SED", "Ellis Road", "Oliver", "Skillman" and "Delran" solar assets.

· The headline enterprise value of the Disposal was US$54.5 million (which includes the assumption of approximately US$15.6 million of debt secured on the DG Portfolio) (Headline Price). The cash payment to be payable by the Buyer to the Company at completion of the Disposal (the Consideration), after making certain customary adjustments and after a further reduction equal to the Time-based Adjustment (which depended on the time taken to complete the Disposal as described further in the section headed "Summary of the Sale Agreement" below), was expected to be approximately US$38.4 million (assuming completion by 31 January 2025). The transaction completed on 11 March 2025 and the net closing payment received was approximately US$37.1 million.

· The value of the DG Portfolio as at 30 June 2024 of US$63.2 million reduced on 27 November 2024 by US$11.3 million to US$51.9 million following final completion of the project-specific back-leverage bank facility in respect of the ECHO portfolio as announced on 28 November 2024 (the ECHO Financing). The final Consideration received therefore represents a discount of approximately 28.5 per cent. to US$51.9 million, being the pro forma asset value as at 30 June 2024 of the DG Portfolio after having taken account of the additional ECHO Financing.

· The net proceeds of the Disposal (after deduction of estimated tax liabilities and other costs expected to be paid out of the proceeds of the Disposal) are expected to be approximately US$33.5 million. Of that, an amount of US$400,000 is to be held in escrow for a short period post completion period expected to be up to 4 months pending the definitive true-up on the net working capital position at completion, as is customary for transactions of this nature. Such net proceeds were used by the Company to pay down the remaining balance on the Company's revolving credit facility (RCF) in full, post year end.

Financing and gearing

The Group's total gearing at 31 December 2024 was 62.5% (31 December 2023: 38.6%) based on a Gross Asset Value ("GAV") of $146.4 million and aggregate debt of $91.5 million. The Company had both non-recourse debt at project level ($43.5 million secured on the two Beacon projects and $15.5 million secured on the Echo Solar portfolio) and debt at group level, consisting of $32.5 million drawn under the Company's revolving credit facility (RCF).

As announced on 21 October 2024, the Company entered into an agreement to amend and extend the RCF with KeyBank with effect from 18 October 2024. Both tranches of the RCF are now set to mature on 18 October 2025. As from 18 October 2024, the total commitments of the two tranches reduced to US$32.5 million and US$10.5 million respectively. Upon completion of the Disposal of the DG Solar assets on 11 March 2025, the total commitment of each tranche was reduced further to US$7.5 million and US$2.5 million respectively, as the Company was required to make a mandatory repayment of an amount equal to the greater of the net proceeds of the Disposal of the DG Solar assets or the amount to reach such revised borrowing limits. The revised borrowing limits reflect the Group's lower borrowing base after the DG Portfolio was sold.

Amounts repaid above the revised borrowing limits cannot be reborrowed. As stated above, following closing of the DG Solar Sale, the RCF was repaid in full.

Dividends

During H1 2024, the Board declared two interim dividends of 0.7 cents per Share each, in respect of the quarters ended 31 March 2024 and 31 December 2023. As part of the announcement on 9 September 2024, the Board stated that it had decided not to declare a dividend for Q2 2024 so as to focus the Company's cash-flow towards the repayment of borrowings in anticipation of future returns of capital to shareholders in order to achieve the objectives of the new Investment Policy. The Board's focus going forwards having now repaid the RCF is, in due course, to return capital to shareholders. Dividends will be restricted to such amount, if any, as required to maintain Investment Trust status.

Board

As noted earlier, I joined the Board in July 2024, becoming Chair in January 2025 when Patrick O'Donnell Bourke stepped down. Louisa Vincent resigned from the Board on 31 October 2024. Together with my fellow Directors, I would like to thank both Patrick and Louisa for their contributions. The Board currently comprises three directors who together have a good balance of sector, investment trust and wider financial investment experience.

Key Developments Post Year End

· Following extensive consultation with key shareholders, it was announced on 8 January 2025 that Patrick O'Donnell Bourke would step down as Chair and as a director following the Company's General Meeting on 14 January 2025. I replaced Patrick as Chair. On behalf of the rest of the Board, I would like to thank Patrick for his contribution during his time on the Board.

· In order to provide some comfort to shareholders to support the adoption of a Managed Wind Down, the Board also announced that it would not sell any of the remaining assets (beyond the DG Portfolio) at a significant discount to their carrying values as included in the Company's balance sheet as at 30 June 2024, without prior consultation with major shareholders.

· At the General Meeting held on 14 January 2025, shareholders overwhelmingly approved the adoption of the new investment policy, being one of a Managed Wind Down.

· On 21 January 2025, it was announced that a successful re-negotiation of the management fee the Company pays to Ecofin Advisers, LLC ("Ecofin") under the Investment Management Agreement dated 11 November 2020 had been concluded, with the object of the changes being to better align the interests of Ecofin with shareholders' interests. Under the terms of the investment management agreement Ecofin is entitled to 1 per cent. per annum of the Net Asset Value ("NAV") up to and equal to US$500 million, payable quarterly in arrears. In respect of any quarter beginning 1 January 2025 onwards, the fee will be determined by the lower of the Company's market capitalisation or NAV. In addition, management fees for Q3 2024 will be based on the NAV as adjusted downwards so as to take into account the price realised for the sale of the DG Solar assets as per the RNS dated 13 December 2024.

· On 7 February 2025, it was announced Ecofin had given notice of termination of the Investment Management Agreement. Ecofin will work with the Board towards an orderly transition during its 12 month notice period. The Board is in discussions on alternative management arrangements whilst also cogniscant of the fact that if the objectives of the managed wind down are achieved within 12 months that none may be needed. The Board will monitor developments and at this stage keep all options open.

· On 11 March 2025, it was announced that the DG Solar Sale had closed. The net closing payment received was approximately US$37.1 million. This amount was calculated after making certain adjustments as set out in the Sale Agreement and as described in the circular to shareholders dated 23 December 2024 (the Circular). This includes adjustments for the amount of project-level debt secured on assets in the DG Portfolio assumed by the Buyer, the Time-based Adjustment and as a result of an approximately US$1.0 million shortfall in the estimated level of net working capital below the target set out in the SPA. The net proceeds of the Disposal (after deduction of estimated tax liabilities and other costs expected to be paid out of the proceeds of the Disposal) are expected to be approximately US$33.5 million. Of that, an amount of US$400,000 is to be held in escrow for a short post completion period expected to be up to 4 months pending the definitive true-up on the net working capital position at completion, as is customary for transactions of this nature. The net proceeds of the Disposal have been used in part to make a mandatory prepayment of approximately US$22.9 million in respect of the RCF. After giving effect to such prepayment, the amount drawn on the RCF was reduced to nil. The total available commitment of the two RCF tranches has also been reduced following such prepayment to a total of US$10 million, reflecting the Company's lower borrowing base after the sale of the DG Portfolio.

Outlook

The focus of the Company, the Board and the Investment Adviser over several months has been on signing and then completing the DG Solar Sale. Following the closing of the DG Solar Sale, the Company owns two assets: Whirlwind and 49.5% of Beacon 2 and 5. The Board is mindful of the overall objective, to wind down the Company, which will require the sale of the two remaining assets. However the Company is not a forced seller at any price in the short term and the Board will review over the next few months the two assets in detail to understand what if anything needs to be carried out before any sale to improve the likelihood of receiving a fair price for shareholders and, in so far as it is possible, the appropriate timing of any sale, recognising also that there may need to be a period of time before there is greater clarity of the environment for selling renewable assets. This includes the impact the economic policies of the new US Administration may have on the Company's ability to operate these assets whilst at the same time seeking a fair price for shareholders for these assets as part of a Managed Wind down. However the Board does not expect the Company to retain the assets for any length of time and will keep shareholders informed as its thinking progresses. The Board will also continue to consult with the Company's key shareholders to make sure that it is fully aware of shareholders' feedback at all times, particularly with regard to the Managed Wind-Down process.

This has not been an easy time for the Company and shareholders. The Board is committed to achieving the best outcome for shareholders in as short a time as possible.

Annual General Meeting

We look forward to welcoming Shareholders at the Company's Annual General Meeting ("AGM") to be held on 26 June 2025. For more information, please see the enclosed AGM notice.

Brett Miller

Chair

24 April 2025

Investment Manager's Report

for the twelve months ended 31 December 2024

During the twelve months ended 31 December 2024, the portfolio generated 279.0 GWh of clean energy, 5.1% below budget.

Of the total, solar assets generated 183.6 GWh, 11.9% below budget and wind assets generated 95.4 GWh, 11.4% above budget. As at 31 December 2024, RNEW's portfolio had 100% of its revenue contracted with a weighted average remaining term of 12.5 years. Approximately 99% of the portfolio benefits from fixed-price revenues, many with annual escalators of 1-2%, through PPAs, contracted solar renewable energy credits ("SREC"), and fixed rents under leases. These fixed price contracts mitigate market price risk for the term of the contracts. Less than 1% of the portfolio has a variable form of revenue, which is set at a fixed discount to a defined Massachusetts utility electric rate.

Cash flows were below budget primarily due to the previously reported situation with the Matador substation at Whirlwind following the tornado in summer 2023, the ongoing delays in bringing the Echo portfolio of projects online, and operational issues at several other projects.

Whirlwind

The Whirlwind wind farm has faced continuing challenges this year, operating at reduced capacity of 25-30 MW due to the tornado in 2023. Due to that impact, the forecast has been updated to more closely align with historical production prior to the event as well as to reflect the curtailment restrictions. Actual production over performed by 11.4% compared to the updated budgeted production in 2024. The site continues to pass power through a neighboring substation in Paducah TX while final touches are nearing completion at the Matador substation, which is expected in the coming weeks.

Whirlwind continues to work with NAES (Balance of Plant manager) and Siemens Gamesa (turbine O&M manager) to integrate a data feed into the production database, which will help analyze production drivers and performance more effectively.

Beacon 2 and Beacon 5

The Beacon 2 and Beacon 5 solar assets also faced issues during early 2024. Beacon 2 underperformed by 15.5%, mainly due to issues with inverters, with a thermal event in March 2024 causing an oil leak in an inverter. Beacon 5 underperformed by 9.3%, with inverters also experiencing faults in early May.

Repairs for these inverters are pending; an insurance claim was successfully filed for lost production and property damage at Beacon 2. In a related initiative, Ecofin together with the projects' co-owner, S&B Energy, are exploring a Battery Energy Storage Solution (BESS) at the Beacon site to enhance value. There are also proposals to extend the PPA, and attract new tax equity from Production Tax Credits (PTCs). A feasibility study, conducted by consultants DNV in December 2023 is currently under evaluation.

DG Solar Portfolio

Further to the Result of General Meeting announcement made on 14 January 2025, the Board of the Company announced that the sale of the DG Portfolio completed on 10 March 2025. The Disposal is the first sale to be signed and completed as part of the Managed Wind-Down.

The net closing payment payable to RNEW Capital, LLC (an indirect wholly-owned subsidiary of the Company) (the Seller) was approximately US$37.1 million. This amount was calculated after making certain adjustments as set out in the Sale Agreement and as described in the circular to shareholders dated 23 December 2024 (the Circular). This includes adjustments for the amount of project-level debt secured on assets in the DG Portfolio assumed by the Buyer, the Time-based Adjustment and as a result of an approximately US$1.0 million shortfall in the estimated level of net working capital below the target set out in the SPA.

The net proceeds of the Disposal (after deduction of estimated tax liabilities and other costs expected to be paid out of the proceeds of the Disposal) are expected to be approximately US$33.5 million. Of that, an amount of US$400,000 is to be held in escrow for a short post completion period expected to be up to 4 months pending the definitive true-up on the net working capital position at completion, as is customary for transactions of this nature.

As explained in the Circular, the net proceeds of the Disposal have been used in part to make a mandatory prepayment of approximately US$22.9 million in respect of the Seller's revolving credit facility (the RCF). After giving effect to such prepayment, the amount drawn on the RCF was reduced to nil. The total available commitment of the two RCF tranches has also been reduced following such prepayment to a total of US$10 million, reflecting the Seller's lower borrowing base after the sale of the DG Portfolio.

Accordingly, after prepayment of the RCF and the payment of expenses and other liabilities relating to the Disposal, the retained Group is expected to have estimated cash balances of approximately US$10.7 million.

· Sold post year end

2024 NAV Bridge ($M)

Change in project company DCF rollforward: Represents the impact on NAV from changes to DCF quarterly cashflow roll-forward and change in project-level debt outstanding balances, including principal amortisation.

Change in project company DCF Discount Rates:

Represents the impact on NAV from changes to the discount rates applied to the DCF models of each project company. As at 31 December 2024, the weighted average unlevered pre-tax discount rate was 8.4% (31 December 2023: 7.4%), which reflects a decrease from 31 December 2023 due to the effect of a 1.00% increase in discount rates.

Change in project company methodology and approach:

Primarily represents the impact on NAV from changes to the valuation approach to include a market approach in combination with income approach to account for recent market data gathered during the Managed Wind-Down. A further decrease occurred to value the DG Solar assets at their agreed upon sale price. Fair value of the Beacon and Whirlwind is derived using a combined income approach (DCF methodology) and market approach based on recent bid prices from third parties, which follows IPEV Guidelines. A 50% weighting is applied to both the income approach and market approach when concluding on fair value. Typically, DCF is deemed the most appropriate methodology when detailed projection of future cash flows is possible. Under the income approach, the fair value of each asset is derived by projecting the future cash flows of an asset, based on a range of operating assumptions for revenues and expenses, and discounting those future cash flows to the present day with a pre-tax discount rate appropriately calibrated to the risk profile of the asset and market dynamics. Due to the asset class and available market data over the forecast horizon, a DCF valuation is typically the basis upon which renewable assets, are traded in the market, however, given recent market data received by way of bids from third parties, a market approach was also used in combination to determine fair value.

Distributions from project companies to RNEW: Represents cash generated by project companies, which was distributed up to RNEW during the Year.

Dividends to Shareholders: Dividends for Q4 2023 and Q1 2024 of $1.9 million were paid during the Year.

Expenses paid: Represents the impact on RNEW NAV due to management fees and expenses paid during the Year.

Change in financial assets: Represents the impact on RNEW NAV due to increases or decreases in cash, receivables, payables and other net working capital account balances.

Deferred tax liability: Represents the impact on RNEW NAV due to accruals arising from operations in the year at RNEW Holdco, LLC, the Company's wholly-owned U.S. subsidiary, which is subject to U.S. income taxes.

ESG Integration and Impact

The Company was established to offer investors direct exposure to renewable energy and sustainable infrastructure assets including solar, wind, and battery storage that reduce greenhouse gas ("GHG") emissions and promote a positive environmental impact. The Investment Manager integrates analysis of ESG issues throughout the lifecycle of its investment activities spanning due diligence, investment approval, and ongoing portfolio management. Environmental criteria analysis considers how an investment performs as a steward of nature; social criteria analysis examines its impact and relationships with employees, suppliers, customers and the communities in which it operates; and governance criteria analysis examines internal controls, business ethics, compliance and regulatory status associated with each investment.

Ecofin has developed a proprietary ESG due diligence risk assessment framework ("ESG Risk Assessment") that combines both qualitative and quantitative data. This ESG Risk Assessment is embedded in Ecofin's investment memoranda and systematically applied by the investment team to all opportunities prior to investment authorisation by Ecofin's Investment Committee. Each of the Company's closed and committed investments spanning 65 assets was analysed using Ecofin's ESG Risk Assessment prior to investment commitment. Ecofin believes this approach to assessing ESG issues serves to mitigate risk and enhance RNEW's impact.

Environmental factors affecting climate risk are reviewed to determine an investment's impact and ability to reduce GHG emissions, air pollution and water consumption.

Analysis of environmental issues may also consider the impact that the investment will have on land use and considers mitigation plans when issues are identified. Analysis of social issues may encompass an investment's impact on the local community and consider health and safety together with the counterparties to be engaged to construct and operate the assets. Governance is reviewed in partnership with qualified third-party legal counsel to ensure compliance with all laws and regulations, strong ongoing corporate governance through strict reporting protocols with qualified operators, project asset managers and annual independent financial statement audits.

Ecofin applies a systematic approach to ESG monitoring once acquisitions are closed. Through Ecofin's engagement with third party O&M and asset management service providers, Ecofin reviews asset level reporting on health and safety metrics, environmental matters and compliance. Issues identified are reviewed and addressed with service providers through periodic meetings such as monthly operations meetings.

Importantly, ESG factors are analysed then reported in a transparent manner so that investors and key stakeholders can measure their impact.

Impact

RNEW's portfolio produced approximately 279 GWh of clean electricity during 2024. RNEW focuses on investments that have a positive environmental impact by reducing GHG emissions, air pollution and water consumption. Ecofin seeks to analyse and report on ESG factors on a consistent basis to maximise the impact of its investment activities. To assess environmental impact, Ecofin goes beyond measuring CO2 emissions avoided and quantifies other GHG emissions, such as methane and nitrous oxide, and also measures the contribution that investments make to save water consumption. Water is consumed by thermoelectric (i.e. coal and gas) power plants in the cooling process associated with steam turbine generators. Water savings occur in the same way that renewable energy generation offsets CO2 emissions from thermoelectric generators. Ecofin calculates estimated water savings by reference to the EIA thermoelectric cooling water data by location and applies it to the production from RNEW's portfolio.

Ecofin's methodology for calculating the environmental impact of investments relies on trusted data sources including the U.S. EPA and the EIA.

Investment Objective and Investment Policy

At a General Meeting held on 14 January 2025 the following new investment objective and investment policy were adopted:

Investment objective

The Company's investment objective is to realise all the assets in the Group's portfolio, in an orderly manner with a view to ultimately returning cash to the Company's shareholders following repayment of any outstanding borrowings of the Group from the proceeds of the assets realised pursuant to the Investment Policy. (the "Managed Wind-Down)

Investment policy and strategy

The assets of the Group will be realised in an orderly manner, returning cash to the Company's shareholders at such times and in such manner as the Board of directors of the Company from time to time (the Board) may, in its absolute discretion, determine. The Board will endeavour to realise all of the Group's assets in a manner that achieves a balance between maximising the net value received from those assets and making timely returns to the Company's shareholders.

The Company will cease to make any new investments (including any follow-on investments) or to undertake any capital expenditure, except with the prior written approval of the Board and where, in the opinion of the Board, in its absolute discretion:

a. failure to make the investment or undertake the capital expenditure would result in a breach of contract or applicable law or regulation by the Company, any member of its Group or any vehicle through which it holds its investments; or

b. the investment or capital expenditure is considered necessary to protect or enhance the value of any existing investment or to facilitate an orderly disposal,

any such investment or capital expenditure being a "Permitted Investment".

Subject to the ability of the Company to make Permitted Investments, any cash received by the Group during the Managed Wind-Down that has not been used to repay borrowings prior to its distribution to the Company's shareholders will be held by the Group as cash in Sterling or U.S. Dollar on deposit and/or as cash equivalent securities, including short-dated corporate bonds or other cash equivalents, cash funds or bank cash deposits (and/or funds holding such investments).

The net proceeds from realisations will be used to repay borrowings and make timely returns of capital to the Company's shareholders (net of provisions for the Company's costs and expenses) in such manner as the Board considers appropriate.

Investment restrictions

The Company will continue to comply with the requirements imposed by the UK Listing Rules made by the Financial Conduct Authority in force from time to time, notwithstanding that the concentration of the value of the Company's portfolio in fewer holdings will reduce diversification and the spread of investment risk.

Gearing policy

The Group may utilise borrowings for short-term liquidity and working capital purposes.

Gearing represented by borrowings shall not exceed 25 per cent. of net asset value, measured at the point of entry into or acquiring such debt.

Currency and hedging policy

The Group may use derivatives for the purposes of hedging, partially or fully:

a) electricity price risk relating to any electricity or other benefit including renewable energy credits or incentives, generated from its renewable energy assets not sold under a power purchase agreement (PPA), as further described below;

b) currency risk in relation to any Sterling (or other non - U.S. Dollar) denominated operational expenses of the Company;

c) other project risks that can be cost-effectively managed through derivatives (including, without limitation, weather risk); and

d) interest rate risk associated with the Company's debt facilities.

In order to hedge electricity price risk, the Company may enter into specialised derivatives, such as contracts for difference or other hedging arrangements, which may be part of a tripartite or other PPA arrangement in certain wholesale markets where such arrangements are required to provide an effective fixed price under the PPA.

Members of the Group will only enter into hedging or other derivative contracts when they reasonably expect to have an exposure to a price or rate risk that is the subject of the hedge.

Amendments to the investment objective, policy and investment restrictions

If the Board considers it appropriate to amend materially the investment objective, investment policy or investment restrictions of the Company, shareholder approval to any such amendment will be sought by way of an ordinary resolution proposed at an annual or other general meeting of the Company.

Risk Management

Principal Risks

The Board is responsible for the ongoing identification, evaluation and management of the principal risks faced by the Company. On behalf of the Board, the Risk Committee has established a process for the regular review of these risks and their mitigation. This process principally involves a semi-annual review of the Company's risk matrix and accords with the UK Corporate Governance Code (the "UK Code") and the Financial Reporting Council's ("FRC") Guidance on Risk Management, Internal Control and Related Financial and Business Reporting. The Directors have carried out a robust assessment of the principal risks facing the Company, including those that would threaten its business model, future performance, solvency and liquidity. The following sections detail the risks the Board considers to be the most significant to the Company:

Risks are managed and mitigated by the Board through continual review, policy setting, and regular reviews of the Company's risk matrix by the Risk Committee to ensure that procedures are in place with the intention of minimising the impact of the above-mentioned risks.

Members of the Risk Committee bring a diversity of external knowledge, including of the renewable energy and investment trust (and financial services generally) marketplaces, trends, threats etc. as well as macro/strategic insight. The Risk Committee carries out a formal risk assessment at each of its meetings (minimum twice a year).

The Investment Manager advises the Board at quarterly Board meetings on industry trends, providing insight on the political and regulatory environment in which the Company's assets operate, and future challenges in these markets. The Company's Broker regularly reports to the Board on markets, the investment company sector and the Company's peer group. The Investment Manager works with reputable EPC firms to reduce the risk that any materials sourced from vendors employing the use of forced labour end up in the Company's projects and actively monitors developments on this issue. The Company is not aware of any such materials having been used in the Company's projects.

The Company Secretary briefs the Board on forthcoming legislation/regulatory change in the UK that might impact the Company. The Auditor also provides an annual update on regulatory changes relevant to the Company.

The Company is a member of the Association of Investment Companies ("AIC"), which provides regular technical updates as well as drawing members' attention to forthcoming industry/ regulatory issues and advising on compliance obligations.

When required, experts are employed to provide information and technical advice, including legal and tax.

Business Review

The Strategic Report in the Annual Financial Report has been prepared to provide information to Shareholders to assess how the Directors have performed their duty to promote the success of the Company.

The Strategic Report contains certain forward-looking statements. These statements are made by the Directors in good faith based on the information available to them up to the time of their approval of this report and such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information.

The Company is an alternative investment fund ("AIF") under the European Union's alternative investment fund managers' directive ("AIFMD") and has appointed Ecofin Advisors, LLC as its AIFM.

The Directors are responsible for managing the business affairs of the Company in accordance with the Articles and have overall responsibility for the Company's activities including the review of investment activity and performance and the overall supervision of the Company. The Directors may delegate certain functions to other parties such as the Investment Manager, the Administrator and the Registrar. In particular, the Directors have delegated responsibility for managing the portfolio to the Investment Manager.

All the Directors are non-executive. All the Directors were considered by the Board to be independent of the Investment Manager upon and since appointment.

A description of the role of the Board can be found in the Corporate Governance Statement.

Key Performance Indicators

The Company's Board of Directors meets regularly and at each meeting reviews performance against a number of key performance indicators which include the following:

· Efficient Return of Capital

· Dividends;

· Premium/discount of share price to NAV per Share; and

· Ongoing charges ratio.

Efficient Return of Capital

In line with the Managed Wind-down status of the Company, the Board is focused on the disposal of the Company's assets, the repayment of the Company's Revolving Credit Facility ("RCF") and the efficient return of capital to Shareholders. On 11 March 2025, the Company announced that it had concluded on the sale of its investment in US distributed solar assets (the DG Portfolio) to a subsidiary of True Green Capital Fund IV, LP. The sales proceeds were partly used to repay the Company's RCF.

Dividends

Since the commencement of the managed wind-down process, the Company will pay dividends as interim dividends only as required to maintain investment trust status. As the Company's portfolio reduces in size its operating costs will become a greater proportion of its income. The Company intends to maintain its investment trust status and listing during this managed realisation process prior to the Company's eventual liquidation. Maintaining the listing would allow Shareholders to continue to trade Shares during the managed winddown of the Company.

The Company declared one interim dividend in respect of the Year of 0.7 cents per Share in respect of the period from 1 January 2024 to 31 March 2024.Since that date the Board has decided to focus the Company's cash-flow towards the repayment of borrowings in anticipation of future returns of capital to shareholders.

Premium/discount of share price to NAV per Share

The Board monitors the price of the Company's Shares in relation to NAV and the premium/discount at which the Shares trade. The Company has Shareholder authority to issue and buy back Shares, which could assist short term management of premium and discount respectively. However, the level of discount or premium is mostly a function of investor sentiment and associated demand for the Shares, over which the Board may have limited influence. The share price stood at a 31.8% discount to NAV as at 31 December 2024

Ongoing charges ratio

The expenses of managing the Company are carefully monitored by the Board. The standard performance measure of these is the ongoing charges ratio ("OCR"), which is calculated by dividing the sum of such expenses over the course of the year, including those charged to capital, by the average NAV over the year.

This ratio provides a guide to the effect on performance of annual operating costs. The Company's OCR for the year to 31 December 2024 was 2.31% (year ended 31 December 2023: 1.78%).

Statement of Directors' Responsibilities in Respect of the Financial Statements

Directors' responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with international accounting standards in conformity with the requirements of the Act and applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year and 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 period. The Directors are also required to prepare financial statements in accordance with UK adopted international accounting standards.

In preparing these financial statements, the Directors are required to:

· select suitable accounting policies and then apply them consistently;

· make judgements and accounting estimates that are reasonable and prudent;

· state whether they have been prepared in accordance with UK adopted international accounting standards, subject to any material departures disclosed and explained in the financial statements;

· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. As stated in note 2 the Directors do not consider the company to be a going concern and have prepared the financial statements on a basis other than that of a going concern; and

· prepare a Directors' Report, a Strategic Report and Directors' Remuneration Report which comply with the requirements of the Companies Act 2006.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Act and, as regards the financial statements, Article 4 of the IAS Regulation.

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 and financial statements, taken as a whole, are fair, balanced, and understandable and provide the information necessary for Shareholders to assess the Company's performance, business model and strategy.

Website publication

The Directors are responsible for ensuring the Annual Report and the financial statements are made available on a website. Financial statements are published on the Company's website in accordance with legislation in the United Kingdom 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 Investment Manager and the Directors. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein.

Directors' responsibilities pursuant to DTR4

The Directors confirm to the best of their knowledge:

· The financial statements have been prepared in accordance with the applicable set of accounting standards and Article 4 of the IAS Regulation 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 risks and uncertainties that it faces.

Brett Miller

Chair of the Board

24 April 2025

Financial Statements

Statement of Comprehensive Income

Year ended 31 December 2024

The total column of the Statement of Comprehensive Income is the profit and loss account of the Company.

All revenue and capital items in the above statement derive from continuing operations.

Profit/(loss) on ordinary activities after taxation is also the total comprehensive Profit/(loss) for the Year. The notes contained in the Annual Financial Report form part of these financial statements.

Statement of Financial Position

As at 31 December 2024

Approved and authorised by the Board of directors for issue on 25 April 2024.

Brett Miller

Chair of the Board

Statement of Changes in Equity

Year ended 31 December 2024

Year ended 31 December 2023

Statement of Cash Flows

Year ended 31 December 2024

Notes to the Financial Statements

For the year ended 31 December 2024

1. General Information

Ecofin U.S. Renewables Infrastructure Trust PLC ("RNEW" or the "Company") is a public company limited by shares incorporated in England and Wales on 12 August 2020 with registered number 12809472. The Company is a closed-ended investment company with an indefinite life. The Company commenced operations on 22 December 2020 when its Shares were admitted to trading on the LSE. The Directors intend, at all times, to conduct the affairs of the Company so as to enable it to qualify as an investment trust for the purposes of section 1158 of the Corporation Tax Act 2010, as amended.

The registered office and principal place of business of the Company is 4th Floor, 140 Aldersgate St, London, EC1A4HY.

The Company's investment objective is to realise all the assets in the Group's portfolio, in an orderly manner with a view to ultimately returning cash to the Company's shareholders following repayment of any outstanding borrowings of the Group from the proceeds of the assets realised pursuant to the Investment Policy. (the "Managed Wind-Down).

The financial statements comprise only the results of the Company, as its investment in RNEW Holdco, LLC ("Holdco") is included at fair value through profit or loss ("FVTPL") as detailed in the key accounting policies below.

The Company's AIFM and Investment Manager is Ecofin Advisors, LLC. On 6 February 2025, the Investment Manager served notice on the Company. In accordance with the Investment Manager's agreement, they are required to serve 12-month notice, which would expire on 5 February 2026.

Apex Listed Companies Services (UK) Limited, provides administrative and company secretarial services to the Company under the terms of an administration agreement between the Company and the Administrator.

2. Basis of Preparation

The financial statements have been prepared in accordance with applicable law and UK-adopted international accounting standards. The financial statements have been prepared on the historical cost basis, as modified for the measurement of certain financial instruments at FVTPL.

The financial statements have also been prepared as far as is relevant and applicable to the Company in accordance with the Statement of Recommended Practice ("SORP") issued by the AIC in July 2022.

The functional currency of the Company is U.S. dollars as this is the currency of the primary economic environment in which the Company operates and where its investments are located. The Company's investment in Holdco is denominated in U.S. dollars and a substantial majority of its income is receivable, and of its expenses is payable, in U.S. dollars. Also, a majority of the Company's cash and cash equivalent balances is retained in U.S. dollars. Accordingly, the financial statements are presented in U.S. dollars rounded to the nearest thousand dollars. The financial statements are prepared on the basis other than going concern.

Basis of consolidation

The Company has adopted the amendments to IFRS 10 which state that investment entities should measure all of their subsidiaries that are themselves investment entities at fair value.

The Company owns 100% of its subsidiary Holdco and invests in SPVs through its investment in Holdco. The Company and Holdco meet the definition of an investment entity as described by IFRS 10. Under IFRS 10, investment entities measure subsidiaries at fair value rather than consolidate them on a line-by-line basis, meaning Holdco's cash, debt and working capital balances are included in investments held at fair value rather than in the Company's current assets and liabilities. Holdco has one investor, which is the Company. In substance, Holdco is investing the funds of the investors in the Company on its behalf and is effectively performing investment management services on behalf of such unrelated beneficiary investors.

Going concern

Following the General Meeting held on 14 January 2025 at which Shareholders unanimously voted in favour of a change in the Company's Objective and Investment Policy in order to facilitate a managed wind-down, the process for an orderly realisation of the Company's assets and a return of capital to Shareholders has begun. The Company is therefore preparing its financial statements on a basis other than going concern due to the Company being in a managed wind-down.

The Directors will endeavour to realise all of the Company's investments in a manner that achieves a balance between maximising the net value received from those investments and making timely returns to Shareholders. On 11 March 2025, the Company announced the completion of the sale of the DG Solar assets, which resulted in the repayment of the RCF, leaving cash resources of $10 million. Total expenses of the Company for the year ended 31 December 2024 were US$2.0 million. No new investments are to be made under the new Investment Policy and therefore at the date of approval of these Financial Statements the Company has significant operating expenses cover. Once the Managed Wind-Down has been completed, the Directors intend to liquate the Company.

The Directors are satisfied that the Company has adequate resources to continue in operation throughout the winding down period and to meet all its liabilities as they fall due. Therefore, the Directors do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. On this basis, the Directors have prepared the financial statements on a basis other than going concern. All of the balance sheet items have been recognized on a realization basis, which is not materially different from the carrying amount. The Directors have also made appropriate provisions in order to bring about the orderly wind-down of the Company and its operations.

No additional adjustments to accounting policies or the valuation basis have arisen as a result of ceasing to apply the going concern basis.

Characteristics of an investment entity

Under the definition of an investment entity, the Company should satisfy all three of the following tests:

● Company obtains funds from one or more investors for the purpose of providing those investors with investment management services;

● Company commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and

● Company measures and evaluates the performance of substantially all of its investments on a fair value basis.

In assessing whether the Company meets the definition of an investment entity set out in IFRS 10, the Directors note that:

● the Company has multiple investors and obtains funds from a diverse group of Shareholders who would otherwise not have access individually to investing in renewable energy and sustainable infrastructure investments ("Renewable Assets") due to high barriers to entry and capital requirements; and

● the Company measures and evaluates the performance of all of its investments on a fair value basis which is the most relevant for investors in the Company. Management uses fair value information as a primary measurement to evaluate the performance of all of the Company's investments and in decision making.

The Directors are of the opinion that the Company meets all the characteristics of an investment entity and therefore meets the definition set out in IFRS 10. The Directors are satisfied that investment entity accounting treatment appropriately reflects the Company's activities as an investment trust.

Critical accounting judgements, estimates and assumptions

Preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amount of assets, liabilities, income and expenses. Estimates are, by their nature, based on judgement and available information, hence actual results may differ from these judgements, estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying value of assets and liabilities are those used to determine the fair value of the investments as disclosed in note 4 to the financial statement.

Key judgements

As disclosed above, the Directors have concluded that both the Company and Holdco meet the definition of an investment entity as defined in IFRS 10. This conclusion involved a degree of judgement and assessment.

Key estimation and uncertainty: Investments at fair value through profit or loss

The Company's investments in unquoted investments are valued by reference to valuation techniques approved by the Directors and in accordance with the International Private Equity and Venture Capital Valuation (IPEV) Guidelines.

Fair value of the Beacon 2 and 5 and Whirlwind assets ("Beacon and Whirlwind assets") is derived using a combined income approach (discounted cash flow - the "DCF methodology") and market approach based on recent bid prices from third parties, which follows IPEV Guidelines. A 50% weighting is applied to both the income approach and market approach when concluding on fair value. The DCF methodology of the Beacon and Whirlwind assets is derived by projecting its future cash flows, based on a range of operating assumptions for revenues and expenses, and discounting those future cash flows to the present value using a discount rate which is appropriately calibrated to the risk profile of the asset and market dynamics. The key estimates and assumptions used within the DCF methodology include discount rates, annual energy production, curtailment, merchant power prices, useful life of the assets, and various operating expenses and associated annual escalation rates often tied to inflation, including O&M, asset management, balance of plant, land leases, insurance, property and other taxes and decommissioning bonds, among other items. An increase/(decrease) in the key valuation assumptions would lead to a corresponding decrease/(increase) in the DCF methodology. Due to the asset class and available market data over the forecast horizon, a DCF valuation is typically the basis upon which renewable assets, are traded in the market, however, given recent market data received by way of bids from third parties, a market approach was also used in combination to determine fair value.

The estimates and assumptions used to determine the DCF methodology of the Beacon and Whirlwind assets are disclosed in note 4 to the financial statements. The DG Solar assets were valued at the sales price.

Segmental reporting

The Chief Operating Decision Maker ("CODM"), which is the Board, is of the opinion that the Company is engaged in a single segment of business, being investment in renewable energy infrastructure assets to generate investment returns whilst preserving capital. The financial information used by the CODM to manage the Company presents the business as a single segment.

All of the Company's income is generated within the U.S. All of the Group's non-current assets are located in the U.S.

New and amended standards and interpretations applied

The following new standards or interpretations were effective for the first time for periods beginning on or after 1 January 2024 and where relevant were applied in the preparation of the Company's financial statements:

● Classification of Liabilities as Current or Non-Current (Amendments to IAS 1 "Presentation of Financial Statements");

● Non-current Liabilities with Covenants (Amendments to IAS 1 "Presentation of Financial Statements"); and

● Supplier Finance Arrangements (Amendments to IAS 7 "Statement of Cash Flows" and IFRS 7 "Financial Instruments: Disclosures")

● New and amended standards and interpretations not applied

At the date of authorisation of these financial statements, the following new standards had been published and will be effective in future accounting periods.

Effective for accounting periods beginning on or after 1 January 2027:

● IFRS 18 "Presentation and Disclosures in Financial Statements".

● IFRS 19 "Subsidiaries without Public Accountability: Disclosures".

At the date of authorisation of these financial statements, the following amendments had been published and will be effective in future accounting periods.

Effective for accounting periods beginning on or after 1 January 2025:

● Lack of Exchangeability (Amendments to IAS 21 "The Effects of Changes in Foreign Exchange Rates")

● Effective for accounting periods beginning on or after 1 January 2026:

● Classification and measurement of financial instruments (Amendments to IFRS 9 "Financial Instruments" and IFRS 7 "Financial Instruments: Disclosures").

The impact of these new and amended standards is not expected to be material to the reported results and financial position of the Group.

3. Material Accounting Policies

Financial Instruments

Financial assets

The Company's financial assets principally comprise an investment held at FVTPL (investment in Holdco) and trade and other receivables.

The Company's investment in Holdco, being classified as an investment entity under IFRS 10, is held at FVTPL in accordance with IFRS 9. Gains or losses resulting from movements in fair value are recognised in the Company's Statement of Comprehensive Income at each valuation point.

Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate method.

Financial liabilities

The Company's financial liabilities include trade and other payables 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.

Recognition, derecognition and measurement

Financial assets and financial liabilities are recognised in the Company's Statement of Financial Position when the Company becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value.

Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at FVTPL are recognised immediately in profit or loss.

Financial assets are derecognised when the rights to receive cash flows from the investments have expired or the Company has transferred substantially all risks and rewards of ownership.

A financial liability (in whole or in part) is derecognised when the Company has extinguished its contractual obligations, or when it expires or is cancelled.

Subsequent to initial recognition, financial assets at FVTPL are measured at fair value. Gains and losses resulting from movements in fair value are recognised in the Statement of Comprehensive Income.

Financial liabilities are subsequently measured at amortised cost using the effective interest rate method.

Taxation

The following accounting policies for taxation and deferred tax are in respect of UK tax and deferred taxation.

Investment trusts which have approval under Section 1158 of the Corporation Tax Act 2010 are not liable for taxation on capital gains. Shortly after listing the Company received approval as an investment trust by HMRC. Current tax is the expected tax payable on the taxable income for the Year, using tax rates that have been enacted or substantively enacted at the date of the Statement of Financial Position.

Deferred taxation

Deferred tax is the tax expected to be payable or recoverable on 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, and is accounted for using the statement of financial position liability method. Deferred tax liabilities are 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 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 in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset tax assets against tax liabilities and when 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.

Income

Income includes investment income from financial assets at FVTPL and finance income.

Dividend income is recognised when received and is reflected in the Statement of Comprehensive Income as Investment Income. Bank deposit interest income is earned on bank deposits on an accruals basis.

Expenses

All expenses are accounted for on an accruals basis. In respect of the analysis between revenue and capital items presented within the Statement of Comprehensive Income, all expenses, including the Investment Management fee, are presented in the revenue column of the Statement of Comprehensive income as they are directly attributable to the operations of the Company.

Details of the Company's fee payments to the Investment Manager are disclosed in note 6 to the financial statements.

Foreign currency

Transactions denominated in foreign currencies are translated into U.S. dollars at actual exchange rates as at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies at the Year end are reported at the rates of exchange prevailing at the Year end. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included as an exchange gain or loss to capital or revenue in the Statement of Comprehensive Income as appropriate. Foreign exchange movements on investments are included in the Statement of Comprehensive Income within gains on investments.

Cash and cash equivalents

Cash and cash equivalents include deposits held at call with banks and other short-term deposits with original maturities of three months or less.

Share capital and share premium

Shares are classified as equity. Costs directly attributable to the issue of new Shares (that would have been avoided if there had not been an issue of new Shares) are recognised against the value of the Share premium account.

Repurchases of the Company's own Shares are recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company's own equity instruments.

Nature and purpose of equity and reserves:

Share capital represents the nominal value (1 cent per share) of the issued share capital. The Share premium account arose from the net proceeds of new Shares.

The Special distributable reserve, which can be utilised to fund distributions to the Company's Shareholders, was created following confirmation of the Court, through the cancellation and transfer of $121.3 million in January 2021 from the Share premium account.

The capital reserve reflects any:

● gains or losses on the disposal of investments;

● exchange movements of a capital nature;

● the increases and decreases in the fair value of investments which have been recognised in the capital column of the Statement of Comprehensive Income; and

● expenses which are capital in nature.

The revenue reserve reflects all income and expenditure recognised in the revenue column of the Statement of Comprehensive Income and is distributable by way of dividend.

The Company's distributable reserves consist of the Special distributable reserve, the Capital reserve attributable to realised profits and the Revenue reserve.

Dividend payable

Dividends payable are recognised as distributions in the financial statements when the Company's obligation to make payment has been established.

4. Investments at Fair Value Through Profit and Loss

As at 31 December 2024, the Company had one investment, being Holdco. The cost of the investment in Holdco was US$134,065,000 (31 December 2023: US$134,065,000).

*The DG portfolio which was eventually sold for $37.14million, has been recorded at fair value of $35.3million at 31 December 2024. The difference reflects working capital adjustments

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 3 levels:

Level 1

The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date.

Level 2

Inputs other than quoted prices included within Level 1 that are observable (i.e. developed using market data) for the asset or liability, either directly or indirectly.

Level 3

Inputs are unobservable (i.e. for which market data is unavailable) for the asset or liability.

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

Due to the nature of the underlying investments held by Holdco, the Company's investment in Holdco is always expected to be classified as Level 3. There have been no transfers between levels during the year ended 31 December 2024 (2023: none).

The movement on the Level 3 unquoted investments during the year is shown below:

Valuation methodology

The Company owns 100% of its subsidiary Holdco through which the Company holds all its underlying investments in SPVs.

As discussed in Note 2, the Company meets the definition of an investment entity as described by IFRS 10, and as such the Company's investment in Holdco is valued at fair value. In accordance with Company policy, the Investment Manager has engaged an independent valuation firm to carry out fair market valuations of the underlying investments as at 31 December 2024.

Fair value of the Beacon and Whirlwind is derived using a combined income approach (DCF methodology) and market approach based on recent non-binding bid prices from third parties, which follows IPEV Guidelines. A 50% weighting is applied to both the income approach and market approach when concluding on fair value. Typically, DCF is deemed the most appropriate methodology when detailed projection of future cash flows is possible. Under the income approach, the fair value of each asset is derived by projecting the future cash flows of an asset, based on a range of operating assumptions for revenues and expenses, and discounting those future cash flows to the present day with a pre-tax discount rate appropriately calibrated to the risk profile of the asset and market dynamics. Due to the asset class and available market data over the forecast horizon, a DCF valuation is typically the basis upon which renewable assets, are traded in the market, however, given recent market data received by way of non-binding bids from third parties, a market approach was also used in combination to determine fair value.

Fair value of the remaining portfolio assets, the DG Portfolio, were fair valued at the agreed upon transaction value, as further detailed in the Chair's Statement.

The Company measures the total fair value of Holdco by its net asset value, which is made up of cash, working capital balances and the aforementioned fair value of the underlying investments as determined using the methodologies described above.

The Directors have considered all relevant information and have satisfied themselves as to the methodology, the discount rates used, and key assumptions applied and the valuation.

Valuation Sensitivities

A sensitivity analysis is carried out to show the impact on NAV of changes to key assumptions. For each of the sensitivities, it is assumed that potential changes occur independently of each other with no effect on any other key assumption, and that the number of investments in the portfolio remains static throughout the modelled life. The overall impact of each respective sensitivity is calculated and then averaged against the market approach value to determine the resulting NAV per share impacts as discussed below. The sensitivities below were performed only on the Whirlwind and Beacon assets given the DG Solar assets were fair valued at their agreed upon sale price.

(i) Discount rates

Pre-tax discount rates applied in the DCF valuations are determined by the Independent Valuer using a multitude of factors, including pre-tax discount rates disclosed by the Company's global peers and comparable infrastructure asset classes as well as the internal rate of return inherent in the original purchase price when underwriting the asset. The DCF valuations utilise two classes of pre-tax discount rates:

a) contracted discount rate applied to the contracted cash flows of each asset; and

b) uncontracted discount rate (higher) applied to the uncontracted (or "merchant") cash flows of each investment which will occur after the initial PPA and/or other contract term.

The pre-tax discount rates used in the DCF valuation of the investments are considered the most significant observable input through which an increase or decrease would have a material impact on the fair value of the investments at FVTPL. As of 31 December 2024, the blended pre-tax discount rates (i.e., the implied discount rate of both the contracted and uncontracted discount rates of each investment) applied to the portfolio ranged from 8.3% to 8.4% (31 December 2023: 6.2% to 8.4%) with an overall weighted average of 8.4% (31 December 2023: 7.4%).

An increase or decrease of 0.5% in the discount rates would have the following impact on NAV:

(ii) Energy Production

Solar and wind assets are subject to variation in energy production over time. An assumed "P75" level of energy yield (i.e. a level of energy production that is below "P50", with a 75% probability of being exceeded) would cause a decrease in the total portfolio valuation, while an assumed "P25" level of power output (i.e. a level of energy production that is above "P50", with a 25% probability of being achieved) would cause an increase in the total portfolio valuation.

Energy production, as measured in MWh per annum, assumed in the DCF valuations is based on a "P50" energy yield profile, representing a 50% probability that the energy production estimate will be met or exceeded over time. An independent engineer has derived this energy yield estimate for each asset by taking into account a range of irradiation, weather data, ground-based measurements and design/site-specific loss factors including module performance, module mismatch, inverter losses, and transformer losses, among others. The "P50" energy yield case includes a 0.5% annual degradation for solar assets and 1.0% annual degradation for wind assets through the entirety of the useful life. In addition, the P50 energy yield case includes an assumption of availability, which ranges from 98.5% to 99% for solar assets and 96.0% for wind assets, as determined reasonable by an independent engineer at the time of underwriting the asset.

The application of a P75 and a P25 energy yield case would have the following impact on NAV:

(iii) Curtailment

Curtailment is the deliberate reduction (by the transmission operator) in energy output of an asset below what could have been produced, in order to balance energy supply and demand or due to transmission constraints. Due to the contracted nature of energy production of its renewable energy investments held by Holdco and with a substantial share of its solar assets being behind-the-meter and directly connected to the energy consumer, the Company's NAV is subject to a low overall level of curtailment, which has been factored into NAV.

An increase or decrease of 50% from the assumed level of curtailment would have the following impact on NAV:

(iv) Merchant Power Prices

All of the Company's assets have long-term PPAs and incentive contracts in place with creditworthy energy purchasers, and thus are not impacted by fluctuations in regional market energy prices during the contract period. Future power price forecasts used in the DCF valuations are derived from regional market forward prices provided by the EIA and Leidos, with a 10-50% discount applied based on the characteristics of the asset as reasonably determined by the Independent Valuer. Inflationary pressures over the long-term could present a circumstance of variability and increase merchant power prices from previous forecasts.

An increase or decrease of 10% in future merchant power price assumptions would have the following impact on NAV:

(v) Operating Expenses

Operating expenses include O&M, balance of plant, asset management, site leases and easements, insurance, property taxes, equipment reserves, decommissioning bonds and other costs. Most operating expenses for solar and wind assets are contracted with annual escalation rates, which typically range from 2-3% to account for normalised inflation. As such, there is typically little variation in annual operating expenses. However, there may be occasions when certain expenses may be recontracted. Inflationary pressures over the long term could also affect future operating expenses.

An increase or decrease of 10% in operating expenses would have the following impact on NAV:

(vi) Market vs Income Approach Weighting

Based on the third-party valuation service provider's assessment, the concluded fair values were derived using a 50% weighting towards the concluded market approach value and a 50% weighting towards the concluded income approach value.

An increase or decrease of 25% in the assigned weighting towards the market approach would have the following impact on NAV:

(vii) Overall Impact

The overall impact of the combined downside and upside sensitivities to each key assumption as noted above would have the following impact on NAV:

5. Income

6. Investment Management Fees

The basis for calculating the Investment Management Fee is as follows:

Up until 1 January 2025, in accordance with the Company's Investment Management Agreement, the Investment Manager was entitled to a management fee as set out below:

● 1% per annum of NAV up to and equal to US$500 million;

● 0.9% per annum of NAV between US$500m and US$1 billion; and

● 0.8% per annum of NAV in excess of US$1billion.

On 21 January 2025, the Board announced that they had successfully re-negotiated the management fee the Company pays to Ecofin under the Investment Management Agreement dated 11 November 2020. The changes are aimed at better aligning the interests of Ecofin with shareholders' interests. In respect of any quarter beginning 1 January 2025 onwards, the fee will be determined by the lower of the Company's market capitalisation or NAV. In addition, management fees for Q3 2024 will be based on the NAV as adjusted downwards so as to take into account the price realised for the sale of the DG Solar assets as per the announcement to the London Stock Exchange. Management fees for Q4 2024 remain unchanged.

Year ended 31 December 2024:

Year ended 31 December 2023:

7. Other Operating Expenses

1 The Auditor's fee for the Year is $126,000 including VAT of $21,000 (2023: $183,000 including VAT of $30,600).

8. Earnings Per Share

Earnings per Share is based on the loss for the Year of $53,971,000 (2023: $6,728,000) loss) and the weighted average number of shares in issue of 138,078,496 (2023 138,078,496) during the Year. Revenue profit for the Year was $1,229,000 (2023: $3,854,000 profit) and capital loss for the Year was $55,200,000 (2023: $10,582,000 loss).

9. Taxation

(a) Analysis of charge in the Year

(b) Factors affecting total tax charge for the Year:

The effective UK corporation tax rate applicable to the Company for the Year was 25% (2023: 23.5%). The tax charge differs from the charge resulting from applying the standard rate of UK corporation tax for an investment trust company.

The differences are explained below:

Investment companies which have been approved by HMRC under section 1158 of the Corporation Tax Act 2010 are exempt from tax on capital gains. Due to the Company's status as an Investment Trust, and the intention to continue meeting the conditions required to obtain approval in the foreseeable future, the Company has not provided for deferred tax on any capital gains or losses arising on the revaluation of investments.

As at 31 December 2024, a deferred tax liability of $740,000 (2023: $2,870,000) representing U.S. Federal income taxes deferred had been accrued and reflected in the valuation of the Company's subsidiary, Holdco.

The Company has excess management expenses of $8,525,000 (2023: $6,504,000) that are available for offset against future profits. A deferred tax asset of $2,131,000 (2023: $1,626,000) has not been recognised in respect of these losses as they will be recoverable only to the extent that the Company has sufficient future taxable profits.

10. Trade and Other Receivables

11. Trade and Other Payables

12. Share Capital

The Shares have attached to them full voting, dividend and capital distribution (including on winding-up) rights. They confer rights of redemption.

The Company's issued share capital at 31 December 2024 comprised 138,078,496 (31 December 2023: 138,078,496) Shares and this is the total number of Shares with voting rights in the Company.

13. Dividends

(a) Dividends paid in the Year

The Company paid the following interim dividends during the year

The above dividends were partly paid out of special distributable reserves, in the amount of $702,000.

The above dividends were all paid out of revenue reserves.

(b) Dividends paid and payable in respect of the financial year

The dividends paid and payable in respect of the financial years are the basis on which the requirements of s1158‑s1159 of the Corporation Tax Act 2010 are considered.

14. Reserves

The Company's Articles of Association permit dividend distributions out of realised profits.

Share premium is a non distributable reserve and represents the amount by which the fair value of the consideration received from shares issued exceeds the nominal value of the shares issued.

The special distributable reserve arose following the cancellation of the balance on the share premium account in 2021. As a result, this became a distributable reserve and may be used to repurchase the Company's own Shares or distributed as dividends.

The capital reserve comprises realised and unrealised gains and losses on investments and foreign currency. As a result of the disposal of the DG portfolio in March, this proportion of the fair value movement is considered realised and non-distributable.

The revenue reserve may be distributed as dividends or used to repurchase the Company's own shares.

15. Net Assets Per Share

Net assets per Share are based on $61,746,000 (2023: $117,659,000) of net assets of the Company as at 31 December 2024 attributable to the 138,078,496 Shares in issue as at the same date (2023: 138,078,496).

16. Related Party Transactions

Investment Manager

Fees payable to the Investment Manager by the Company under the IMA are shown in the Statement of Comprehensive Income. As at 31 December 2024, the fee outstanding but not yet paid to the Investment Manager was $380,000(2023: $297,000).

As at 31 December 2024, the Investment Manager's total holding of Shares in the Company was 8,780,378 (31 December 2023: 8,780,378).

Directors

The Company is governed by a Board of Directors, all of whom are non-executive, and it has no employees. During the year Louisa Vincent left the Company on 31 October 2024 and Brett Miller joined on 11 July 2024. Subsequent to year end Patrick O'Donnell Bourke left the Company on 14 January 2025 and Brett Miller was appointed the Chair on the same date.

Each of the Directors is entitled to receive a fee from the Company at such rate as may be determined in accordance with the Articles. During the year under review, each Director received a fee payable by the Company at the rate of £40,000 per annum.

The Chairman of the Board receives an additional £10,000 per annum. The Chair of the Audit Committee, the Chair of the Management Engagement Committee and the Chair of the Risk Committee each receive an additional £6,000 per annum. Since 12 August 2024, Mr Miller has received additional consultancy fees of £12,500 per month to compensate him for the time he has spent expediting and negotiating the sale of the Company's assets, liaising with shareholders and researching and liaising with others on a change in the Investment Manager.

The aggregate remuneration and benefits in kind of the Directors in respect of the Company's accounting year ended 31 December 2024 which were paid out of the assets of the Company were $239,000 (2023: $235,150). The Directors are also entitled to the reimbursement of out-of-pocket expenses incurred in the proper performance of their duties.

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

There are no outstanding Directors' fees at year end (2023: nil).

Directors' holdings

1 Brett Miller was appointed to the Board on 11 July 2024.

2 Louisa Vincent resigned from the Board on 31 October 2024.

17. Financial Risk Management

The Investment Manager, AIFM and the Administrator report to the Board on a quarterly basis and provide information to the Board which allows it to monitor and manage financial risks relating to the Company's operations. The Company's activities expose it to a variety of financial risks: market risk (including price risk, interest rate risk and foreign currency risk), credit risk and liquidity risk. These risks are monitored and managed by the AIFM. Each risk and its management is summarised below.

(i) Currency Risk

Foreign currency risk is defined as the risk that the fair values of future cash flows will fluctuate because of changes in foreign exchange rates. Based on current operations, the Company's financial assets and liabilities are denominated in U.S. dollars and substantially all of its revenues and expenses are in U.S. dollars, the Directors do not expect frequent transactions in foreign currencies and therefore currency risk is considered to be low and no sensitivity to currency risk is presented.

(ii) Interest Rate Risk

The Company's interest rate risk on interest bearing financial assets is limited to interest earned on money market cash deposits. The Board considers that, as project level debt bears interest at fixed rates, they do not carry any interest rate risk.

The Company's interest and non-interest bearing assets and liabilities as at 31 December 2024 are summarised below:

The money market cash deposits and bank accounts included within cash and cash equivalents bear interest at low or zero interest rates and therefore movements in interest rates will not materially affect the Company's income and as such a sensitivity analysis is not necessary.

The Company's subsidiary, Holdco, has interest rate risk through the RCF and through certain SPVs' project level loans which are priced by reference to SOFR plus a margin. The total exposure to debt through Holdco at 31 December 2024 was $91.5 million (2023: $75.8 million). An increase or decrease in interest rates of 0.5% would impact the net asset value of Holdco and the Company by $457,500 (2023: $379,000) negatively or positively respectively. The Company's RCF was repaid post year-end following the sale of the DG Solar assets.

Changes in interest rates can affect the discount rates used. The sensitivity of the investment valuation to changes in discount rate is disclosed in note 4.

(iii) Price Risk

Price risk is defined as the risk that the fair value of a financial instrument held by the Company will fluctuate. As at 31 December 2024, the Company held one investment, being its shareholding in Holdco, which is measured at fair value. The value of the underlying renewable energy investments held by Holdco varies according to a number of factors, including discount rate, asset performance, solar irradiation, wind speeds, operating expenses and forecast power prices. The sensitivity of the investment valuation, due to changes to key assumptions valued on an asset by asset basis, is shown in note 4. The sensitivity shows the impact on the NAV, however, the impact on the profit and loss is the same. This does not consider price risk associated with the valuation of the portfolio as a whole. A 30% (decrease)/increase in the valuation of the investment portfolio as a whole would have a $18.5m (2023: $35.3 million) negative or positive impact on the NAV respectively.

As the Company moved into Managed Wind Down, the ultimate determinant of values will be what willing buyers are prepared to pay for the Company's remaining assets.

(iv) Credit Risk

Credit risk is the risk of loss due to the failure of a borrower or counterparty to fulfil its contractual obligations. The Company is exposed to credit risk in respect of trade and other receivables and cash at bank.

The Company's credit risk exposure as at 31 December is summarised below:

Cash and cash equivalents are held with U.S. Bank whose Standard & Poor's credit rating is AA-. The Company's credit risk exposure is minimised by dealing with financial institutions with investment grade credit ratings. No balances are past due or impaired.

Liquidity Risk

Liquidity risk is the risk that the Company may not be able to meet a demand for cash or fund an obligation when due. The Investment Manager and the Board continuously monitor forecast and actual cashflows from operating, financing and investing activities to consider payment of dividends, repayment of the Company's debt or further investing activities.

The following tables detail the Company's expected maturity for its financial assets (excluding the equity investment in Holdco) and liabilities together with the contractual undiscounted cash flow amounts: