Interim results & NAV 31-3-2022 & NAV 31-5-2022

LEI: 254900V23329JCBR9G82

13 JUNE 2022

ThomasLloyd Energy Impact Trust PLC

(the "Company")

Interim results and NAV at 31 March 2022 and NAV at 31 May 2022

ThomasLloyd Energy Impact Trust plc ("TLEI" or the "Company"), the renewable energy investment trust providing direct access to sustainable energy infrastructure in fast-growing and emerging economies in Asia, is pleased to announce its interim results for the period ended 31 March 2022 and its Net Asset Value ("NAV") at 31 May 2022.

NAV at 31 March 2021

The Company's NAV at 31 March 2022 was US$106.2 million and NAV per share was US$0.921.  At 31 March 2022, the Company had a derivative financial liability associated with the proposed acquisition of the 43% interest in SolarArise (the "Indian Seed Assets") which was subsequently wholly extinguished in May 2022. The derivative financial liability arose due to the consideration for the acquisition of the Indian Seed Assets being settled through the issuance of a fixed number of shares. As the Company's shares were trading at a premium of 27% to the IPO price of US$1.00, this resulted in a derivative financial liability being recognised of US$9.3 million at 31 March 2022. 

On 18 May 2022, the Company amended the terms of the sale and purchase agreement to a variable number of shares to be determined by reference to TLEI's share price, utilising an average share price for the 10 business-days preceding the date of issuance of the ordinary shares, which will equate to the fair value of the 43% interest in SolarArise at 31 March 2022 

The Company's NAV - adjusted for the impact of the derivative financial liability at 31 March 2022 was US$115.6 million and NAV per share was US$1.002.

NAV at 31 May 2022

While the Company intends to publish its NAV on a quarterly basis, following the extinguishment of the derivative financial liability referred to above, it has provided the NAV at 31 May 2022 to provide more recent financial information to shareholders.  The Company's NAV at 31 May 2022 was US$116.4 million and NAV per share was US$1.009. For illustrative purposes only, had the acquisition of the committed 43% interest in SolarArise been completed on 31 May 2022, the Company would have issued 27.9 million shares as consideration and the Company would have had net assets of US$150.6 million and 143.3 million shares in issue, resulting in a NAV per share, as adjusted, of US$1.051.

Portfolio and pipeline highlights:

1 Based on aggregate of net IPO cash proceeds and the committed SolarArise acquisition related share issue.

2 Represents TLEI's proportion, including the share issue for the committed acquisition of a 43% interest in SolarArise, based on economic interest, in each investment with methodology defined in the Impact Report section of the Interim Report.

Portfolio

· US$25.4 million acquisition of NISPI, the Philippines Seed Assets, completed in December 2021 - representing a 40% economic interest in three operating solar plants. 

· In March 2022, regulatory approval was received for the acquisition of SolarArise, the Indian Seed Assets - representing a 43% economic interest in six operating solar plants and one construction-ready solar plant. Completion of this acquisition for c.US$34.5 million, to be settled through the issue of new shares, is expected in the coming weeks.

· The proportional share of the Company's investments in its current and committed portfolio of 10 solar plants generated 144 MWh of zero carbon electricity in the three-months ended 31 March 2022 and supplied 159,231 people with clean and stable electricity.

Pipeline

· In line with the stated aim to acquire 100% of SolarArise, as at the date of this announcement the Company is in near final agreement to acquire the remaining 57% interest in SolarArise for a cash consideration from the other shareholders, although completion will be subject to Government of India approval and other completion procedures. 

· The Company has c. US$750 million of pipeline opportunities with more than US$90 million of immediate opportunities that the Investment Manager is actively progressing, including the remaining interest in SolarArise. These immediate opportunities include projects in Vietnam, being rooftop solar opportunities located on commercial and industrial properties, and a sustainable fuel project in the Philippines. External diligence has been initiated and negotiations are ongoing.

Financial highlights:

1 NAV, NAV per share, Profit/(loss) for the period and Earnings per share - adjusted to solely add back the impact of a derivative financial liability which has been wholly extinguished at 31 May 2022. See Alternative Performance Measure section for reconciliations to the relevant IFRS measure.

2 31 May 2022 results presented in accordance with IFRS and in accordance with the Company's valuation policy. The 31 May 2022 results also reflect the extinguishment of the derivative financial liability, following the amendment to the sale and purchase agreement for the acquisition of a 43% interest in SolarArise on 18 May 2022.

3  Market capitalisation including the ordinary shares to be issued on completion of the committed SolarArise acquisition of a 43% interest, utilising the preceding 10-day share price at 31 March 2022, would have been US$182.3 million

· Gross assets increased 3% to US$116.3 million at 31 March 2022 from US$113.1 million at IPO and by 3% to US$117.5 million at 31 May 2022. Such increases were driven by NISPI's fair value benefitting from continued strong power prices in the Philippines and a non-recurring realised foreign exchange gain on cash proceeds received from the IPO. Such gains were offset by foreign exchange losses on the investment portfolio as the US Dollar strengthened and increased discount rates driven by increased 20-year government bond yields in the Philippines.

· The Company maintained cash reserves of US$88.0 million at 31 March 2022, with c.US$40 million reserved for a further interest in SolarArise.

· NAV per share at 31 March 2022 of US$0.921 was temporarily impacted by a US$9.3 million derivative financial liability resulting from the obligation to settle the acquisition of the 43% interest in SolarArise through the issue of a fixed number of shares. Excluding this wholly extinguished derivative financial liability, the NAV per share would have been US$1.002, being the NAV per share - adjusted noted above.

· At 31 May 2022, NAV per share was US$1.009 after the liability was wholly extinguished. 

· The Company declared a maiden dividend of 0.44 cents per share with respect to the period ended 31 March 2022.

Interim Report and Fact Sheet

The Company's Interim Report at 31 March 2022 and for the period ended 31 March 2022, along with the March 2022 Fact Sheet, will shortly be available on the Company's website, http://www.tlenergyimpact.com.

Commenting on today's results,

Sue Inglis, Chair of ThomasLloyd Energy Impact Trust PLC, said:

"We are pleased to announce our first interim results reflecting a solid financial and operational performance in respect to our portfolio, with our Philippine solar investment continuing to benefit from strong power prices. Additionally, SolarArise continues to be cash generative, with all cash retained in the business, and we expect the acquisition of the 43% interest to complete in a matter of weeks. 

The war in Ukraine has demonstrated that energy security remains a key agenda item globally and our pipeline for acquisitions provides new sources of clean, stable and affordable renewable electricity as well as the potential for value enhancement and attractive returns to shareholders. Our investment strategy is needed now more than ever."

Tony Coveney, Head of Infrastructure Asset Management, ThomasLloyd, said:

"We are delighted to see the threat of COVID-19 dissipate and, over the last three months, we have been able to visit pipeline sites and carry out diligence in our target countries. Our near term pipeline of potential investment opportunities continues to be strong with both roof-top solar and a sustainable fuel opportunities being evaluated. 

Although we were somewhat hampered by the Omicron outbreak at the beginning of the year and the current political and economic instability in Sri Lanka has postponed the investment opportunities we had identified there, we believe we are on track to substantially deploy the net IPO proceeds by the end of the third quarter of 2022."

For further information, please contact:

Enquiries:

About ThomasLloyd Energy Impact Trust Plc

ThomasLloyd Energy Impact Trust plc (TLEI) listed on the premium segment of the main market of the London Stock Exchange in December 2021 and was awarded the Green Economy Mark upon admission.

In 2021, ThomasLloyd Group participated in the Mobilising Institutional Capital Through Listed Product Structures (MOBILIST) competition, which engaged financial institutions in a search for the best sustainable infrastructure proposal that can list either on the London Stock Exchange or local exchanges. ThomasLloyd Group was the first fund manager to complete this process successfully and received US$32.3 million in investment from the UK government into TLEI.

The Company has a triple return investment objective which consists of:

· providing shareholders with attractive dividend growth and prospects for long-term capital appreciation (the financial return);

· protecting natural resources and the environment (the environmental return); and

· delivering economic and social progress, helping build resilient communities and supporting purposeful activity (the social return).

The Company seeks to achieve its investment objective by investing directly in a diversified portfolio of sustainable energy infrastructure assets in the fast-growing and emerging economies in Asia. The assets will be unlisted sustainable energy infrastructure assets in the areas of renewable energy power generation, transmission infrastructure, energy storage and sustainable fuel production, including utilising different technologies to reduce revenue variability.

The Company aims to generate additional value for its investors through focusing its investments on construction-ready or in-construction projects. The Company only invests in such pre-operational assets where: (i) an offtake agreement has been entered into; (ii) the land on which the project is situated is identified or contractually secured where appropriate; and (iii) all relevant permits have been granted.

Offtake agreements will typically benefit from long-term fixed-price power purchase agreements, capacity contracts or other similar revenue contracts with creditworthy (primarily investment grade) private and public sector buyers.

As is the case for all ThomasLloyd funds, the Company is expected to qualify as an Article 9 fund under the EU Sustainable Finance Disclosure Regulation ("SFDR"). Further information on the Company can be found on its website at http://www.tlenergyimpact.com

About the Investment Manager

The Company's Investment Manager is a wholly-owned subsidiary of ThomasLloyd Group and is part of the Asset Management division of the ThomasLloyd Group. Established in 2011, the Investment Manager is a leading impact investor and provider of climate financing. The Investment Manager aims to apply a robust, socially and environmentally responsible investment approach that is geared towards reducing carbon emissions and improving economic prospects, while reducing investment risk through diversification across countries, sectors and technologies

Over the last decade, the investment manager has deployed over US$1 billion across 16 projects in renewable energy power generation, transmission and sustainable fuel production with a total capacity in excess of 700 MW.

Since 2013, the firm has been measuring and reporting on the impact of its investments, creating an empirical database showing the positive impact of their investments in sustainable energy infrastructure in high growth and emerging markets in Asia. The investment manager estimates, using industry standard methodologies, that these projects have created more than 14,000 permanent new jobs, provide 1.8 million people with clean, stable and affordable energy and save annually more than 850,000 tonnes of CO2.

INTERIM REPORT - AT 31 MARCH 2022 AND FOR THE PERIOD ENDED 31 MARCH 2022

ABOUT THE COMPANY

ThomasLloyd Energy Impact Trust PLC ("TLEI" or the "Company") is the UK's first and only listed renewable energy infrastructure investment company focused solely on the fast-growing and emerging economies in Asia.

TLEI aims to deliver positive and measurable environmental and social impacts along with attractive dividend growth and prospects for long-term capital appreciation by principally investing in a diversified portfolio of construction-ready and operating sustainable energy infrastructure assets. TLEI invests either directly or with trusted partners through scalable investment platforms. 

The Company is managed by ThomasLloyd Global Asset Management (Americas) LLC ("ThomasLloyd" or the "Investment Manager"), one of the longest-established and most experienced investors in sustainable energy infrastructure in emerging markets in Asia.

COMPANY OVERVIEW

Highlights

· Raised US$150.0 million (including the share issue for the committed acquisition of a 43% interest in SolarArise) following the IPO in December 2021 and listed on the premium segment of the London Stock Exchange with the shares traded in USD (ticker: TLEI) or GBP (ticker: TLEP).

· Awarded the London Stock Exchange's Green Economy Mark.

· During the reporting period:

- In December 2021, completed the acquisition of the Philippines Seed Assets (NISPI - a 40% economic interest in three operating solar plants) for a cash consideration of US$25.4 million.

- In March 2022, regulatory approval received for the acquisition of the Indian Seed Assets (SolarArise - a 43% economic interest in six operating solar plants and one construction-ready solar plant). Completion of the acquisition for US$34.5 million, to be settled through the issue of new shares, is expected in the coming weeks.

- Completed the cancellation of the share premium account of US$112.0 million, creating a special distributable reserve which can be used to fund dividend payments.

· Events after 1 April 2022:

- Maiden quarterly dividend of 0.44 cents per share declared and payable on 24 June 2022.

- In line with the stated aim of the Company to acquire 100% of SolarArise, as at the date of this report the Company is in near final agreement to acquire the remaining 57% interest in SolarArise for a cash consideration from the other shareholders, although completion will be subject to Government of India approval and other completion procedures. 

1Based on aggregate of net IPO cash proceeds including the share issue for the committed acquisition of a 43% interest in SolarArise.

2Represents TLEI's proportion, based on economic interest, in each investment with methodology defined in the Impact Report section of this Interim Report.

SUMMARY FINANCIAL OVERVIEW

The Company has presented the financial results for 31 March 2022 on an actual and an adjusted basis to exclude a non-cash derivative financial liability which was wholly extinguished in May 2022.

At 31 March 2022, the Company had a derivative financial liability associated with the proposed acquisition of the Indian Seed Assets. This liability was wholly extinguished post-period end. As the liability had a material impact on the results for the period, the financial results are presented on both an actual basis and an adjusted basis reflecting the extinguishment of the liability post-period end in order to provide useful and relevant information to stakeholders. A reconciliation between the actual and adjusted results is included in the Alternative Performance Measures section. The Company has also undertaken a NAV calculation at 31 May 2022 which reflects the extinguishment of the liability. The 31 May 2022 NAV is presented in accordance with IFRS and in accordance with the Company's valuation policy. 

1 See reconciliations included in the Alternative Performance Measures section

2 Market capitalisation including the ordinary shares to be issued on completion of the committed SolarArise acquisition of a 43% interest, utilising the preceding 10-day share price at 31 March 2022, would have been US$182.3 million

OUR OBJECTIVES

TLEI has a triple return investment objective:

We aim to provide shareholders with:

1Based of the IPO price of US$1.00.

INVESTMENT STRATEGY

We invest in sustainable energy infrastructure assets in fast-growing and emerging countries in Asia. We only invest in countries which our Investment Manager considers as having a stable political system and transparent and enforceable legal system and which recognise the rights of foreign investors. Our core target countries are India, the Philippines and Vietnam, but we may also invest in other fast-growing and emerging countries such as Bangladesh, Indonesia and, once the current political and economic situation has stabilised, Sri Lanka.

Our aim is to build a diversified portfolio of assets in the areas of renewable energy power generation, transmission infrastructure, energy storage and sustainable fuel production. In addition to investing in operational assets (frequently with offtake agreements in place), we will seek to generate additional value for shareholders through investing in construction-ready or in-construction projects. However, we will only invest in pre-operational assets where an offtake agreement is already in place, where appropriate the land on which the project is situated has been identified or contractually secured and all relevant permits have been granted. Our offtake agreements typically benefit from long-term fixed-price power purchase agreements, capacity contracts or other similar revenue contracts with creditworthy (primarily investment grade) public or private sector buyers.

Whilst we may invest directly, taking 100% ownership of assets, normally we will invest with trusted partners through scalable platforms investing in sustainable energy infrastructure assets in our target countries. These platforms provide us with a ready supply of new investment opportunities, from which the Investment Manager can select the most appropriate ones for TLEI.

Gearing is not used at the Company level. Gearing may be used on a non-recourse basis at the asset level, either by the SPVs holding the assets or intermediate holding companies, but will not exceed 65% of the Group's gross asset value (which includes the proportionate share of the borrowings at the level of the Company's investments), with the Company targeting below 50% in the medium term. Borrowings will normally be denominated in the currency of the relevant asset or US Dollars to help offset foreign currency exposure. In addition, borrowings will typically be amortising over the term of the associated offtake agreement.

We only invest in assets denominated in currencies that can be freely converted or where, with central bank registration, the dividends and sale proceeds from any investment are freely convertible, transferable and repatriatable. Whilst the Company will not pursue long term currency hedging, the Investment Manager will normally arrange hedging cover to the US Dollar for all anticipated dividends for at least the two subsequent financial years on a rolling basis.

Portfolio

1 Represents the committed acquisition of a 43% interest in SolarArise at 31 March 2022.

INVESTMENT CASE

As the only London-listed sustainable energy infrastructure investment company focused solely on the fast-growing and emerging economies in Asia, we provide investors with a unique opportunity to gain exposure to this exciting sub-sector. TLEI also provides geographical diversification for investors who already have exposure to developed market sustainable energy infrastructure.

We believe the following factors make TLEI a compelling investment:

The global challenge

· Developing markets account for the majority of future global CO2 emissions but only receive 20% of clean energy infrastructure investment.

· We need to tackle the challenges at source if we are to reach the goal of net-zero by 2050.

Asia is the region with the most urgent need for investment in sustainable energy infrastructure

· Asia's 4.6 billion people account for more than half of global energy consumption - 85% comes from fossil fuels.

· CO2 emissions in Asia now exceed those of Europe and North America combined.

· Asia emits nearly 4x as much CO2 for every US Dollar of GDP than the four largest countries in Europe on average.

· Population growth, economic growth and urbanisation collectively are causing a rapid increase in the demand for energy in Asia.

Asia is also the region where your capital will have the greatest impact

· In Asia, it is now 65% cheaper to build renewable energy power capacity than it is to build new fossil fuel generated power. The recent spike in oil and gas prices and the renewed focus on energy security makes this cost differential even more stark in favour of renewable energy.

· A US Dollar invested in sustainable energy infrastructure in some Asian countries, such as India and the Philippines, has more purchasing power than the same US Dollar spent in Europe or North America - so it funds the construction and operation of more renewable energy infrastructure assets, generating more clean energy and creating a greater number of employment opportunities. 

· By helping to fulfil the urgent need for sustainable energy infrastructure finance in Asia, TLEI is tackling the global climate crisis with action where it is most required, is most efficient and has a greater environmental and social impact.

Attractive investment returns underpinned by strong fundamentals

· The amount of solar radiation available for electricity production is highly dependent on location and climate - geography plays an important role in the attractive economics of solar power in Asia 

· Lower costs of doing business, but not at the cost of providing affordable energy and a positive societal impact, also contribute to the attractive economics of sustainable energy power in Asia.

· A large proportion of our financial returns are expected to be backed by long-term, typically 20-25-year, power purchase agreements, giving a high visibility of earnings - as these PPAs are frequently with central or regional governments, the visibility is combined with strong security of earnings.

Highly experienced Investment Manager with proven track record

· Our Investment Manager, ThomasLloyd, has deployed US$1+ billion in sustainable energy infrastructure assets (700 MW+) in TLEI's target markets.

· ThomasLloyd's deep and longstanding relationships across our target markets and on-the-ground presence with offices and representatives in India, the Philippines, Hong Kong and Singapore ensure access to attractive new projects.

· ThomasLloyd is an accredited partner of the International Finance Corporation (a member of the World Bank Group) and an authorised partner of the European Investment Bank.

A strong pipeline for further growth

We have identified a c.US$750+ million pipeline of attractive investment opportunities. We expect to deliver further portfolio and income growth over the coming years, supporting our dividend and total return targets.

CHAIR'S STATEMENT

On behalf of the Board, I am pleased to present our first interim report for ThomasLloyd Energy Impact Trust Plc covering the period from 1 November to 31 March 2022.

On 14 December 2021, the Company listed on the premium segment of the London Stock Exchange, raising gross cash proceeds of US$115.4 million from a diversified institutional and retail investor base. In addition, at the time of Listing, we agreed to issue shares as consideration for our proposed US$34.5 million acquisition of seed assets in India, effectively increasing our total IPO proceeds to US$150.0 million. While funds raised were less than our targeted maximum raise, we are proud to have achieved what we did given the challenging market conditions at the end of last year.

Since Listing, the focus of both the Board and the Investment Manager has been on completing the acquisitions of our seed assets, committing the remaining net IPO cash proceeds and developing our pipeline to provide diversification to the investment portfolio both geographically and across technologies. 

Acquisition of seed assets

At the time of the IPO, we committed to acquire seed assets comprising interests in investment platforms in India and the Philippines with whom our Investment Manager has long-standing relationships with trusted local partners. We completed the acquisition of NISPI, the Philippines Seed Assets (a 40% economic stake in NISPI, an 80 MW investment platform that has three operating solar plants) for a cash consideration of US$25.4 million on 18 December 2021.

We received approval from the Government of India for the acquisition of SolarArise, the Indian Seed Assets (a 43% economic interest in SolarArise, a 434 MW investment platform with six operating plants and one construction-ready solar plant) in March 2022. Completion of this acquisition for a consideration of US$34.5 million, to be settled through the issue of new shares, is expected in the coming weeks.

Investment progress and pipeline

At 31 March 2022, the Company had committed 22% of the net IPO cash proceeds (and 40% of the net IPO proceeds including the share issue for the committed acquisition of a 43% interest in SolarArise.) 

In view of the size and maturity of the renewable energy market in India (relative to our other target countries in the region), it has always been our intention to seek to acquire a 100% interest in SolarArise. We have now reached near final agreement to acquire the remaining 57% interest in SolarArise for a cash consideration from the other shareholders, although completion will be subject to Government of India approval and other completion procedures. We would therefore expect to complete this transaction in the fourth quarter of 2022.

The Company has approximately c.US$750 million of pipeline opportunities under consideration, including over US$90 million of more immediate pipeline opportunities that the Investment Manager is actively progressing. In addition to acquiring the remaining interest in SolarArise, the more immediate pipeline opportunities include a solar-focused Vietnamese investment platform and a sustainable fuel project in the Philippines, with longer term opportunities in India, Bangladesh, Indonesia and, subject to its current political and economic situation stabilising, Sri Lanka. The aggregate value of the more immediate pipeline opportunities exceeds the Company's uncommitted cash. For further details on the pipeline, please see the Investment Manager's report.

Portfolio performance

Net generation of the Philippines Seed Assets was in line with budget for the period since acquisition, notwithstanding lower generation in the weeks following category 5 Typhoon Rai in December and grid congestion due to unavailability of the subsea cable connecting Negros Island and Cebu. However, these assets benefited from higher power prices and NISPI generated net revenues of US$2.3 million in the three-months ended 31 March 2022. NISPI did not distribute any amounts to the Company during the period.

Although we have not yet completed the acquisition of the Indian Seed Assets, I am pleased to report that revenue for the year ended 31 March 2022 increased by 22% or US$3.3 million. For the three-months ended 31 March 2022 revenue generated was US$5.8 million and cash reserves increased by US$0.9 million. No distributions were made to shareholders in the period. 

Results

Under the sale and purchase agreement for the Indian Seed Assets entered into at the time of the IPO, the consideration was to be settled by the issue of a fixed number of shares. At 31 March 2022, our shares were trading at a premium of 27% to the IPO price of US$1.00 which had been used to determine the fixed number of shares to be issued, resulting in a derivative financial liability under IFRS of US$9.3 million at the period end. This liability was wholly extinguished on 18 May 2022 when TLEI and the sellers agreed to change the fixed number of shares to a variable number to be determined by reference to TLEI's share price, utilising an average share price for the 10 business-days preceding the date of issuance of the ordinary shares, which will equate to the fair value of SolarArise on 31 March 2022. As the liability had a material impact on the results for the period ended 31 March 2022, in order to provide useful and relevant information to stakeholders the financial results are presented on both an actual basis and an adjusted basis reflecting the extinguishment of the liability post-period end. A reconciliation between the adjusted results and the actual results is included in the Alternative Performance Measures section, which solely reflects the derivative financial liability referred to above.

Net assets at 31 March 2022 were US$106.2 million (adjusted: US$115.6 million). In addition to the impact of the derivative financial liability, the net assets reflect an increase in the fair value of NISPI, further explained in the Investment Manager's report, driven by the robust local market electricity price, offset partially by unrealised foreign exchange losses as the US Dollar strengthened against the Philippine Peso. 

At 31 March 2022, the NAV per share was US$0.921 (adjusted: US$1.002), compared to US$0.980 at the date of Listing. The share price at 31 March 2022 was US$1.27 (ticker: TLEI) and 94.7 pence (ticker: TLEP).

The Company had a cash balance of US$88.0 million at 31 March 2022. At the same date, the Company had no gearing (NISPI is also ungeared).

The Company's loss before tax for the period was US$6.9 million (adjusted: profit of US$2.4 million). In addition to the impact of the derivative financial liability, the loss (adjusted: profit) reflects the fair value gains from the Philippines Seed Assets and foreign exchange gains on IPO proceeds not yet deployed, offset by unrealised foreign exchange losses on the Philippines Seed Assets and the Company's expenses. Earnings per share were a loss of 8.44 cents (adjusted: profit of 2.99 cents). 

The annualised ongoing charges ratio was 2.4% at the period end (adjusted: 2.2%). The calculation of the ongoing charges ratio does not take into account the US$34.5 million increase in TLEI's net assets on completion of the acquisition of the Indian Seed Assets, which will reduce the ongoing charges ratio. The Board will continue to monitor the ongoing charges ratio closely as we seek to grow the Company and deliver value to our shareholders.

Net assets at 31 May 2022

Normally we calculate our net assets on a quarterly basis. However, following the extinguishment of the derivative financial liability referred to above, we have undertaken an additional calculation at 31 May 2022. The 31 May 2022 results are presented in accordance with IFRS and in accordance with the Company's valuation policy. 

Net assets at 31 May 2022 were US$116.4 million and the NAV per share was US$1.009. The increase in net assets was driven by continued cash generation from sustained high power prices offset marginally by a 0.1% increase in discount rate due to higher Philippine government bond yields and continued strengthening of the US Dollar against the Philippine Peso.

For illustrative purposes only, had the acquisition of the committed 43% interest in SolarArise been completed as of 31 May 2022, the Company would have issued 27.9 million shares as consideration and the Company would have had net assets of US$150.6 million and 143.3 million shares in issue, resulting in a NAV per share, as adjusted, of US$1.051.

Dividends

Dividends are payable quarterly. The Board was pleased to announce a first interim dividend of 0.44 cents per share for the period to 31 March 2022, which will be payable on 24 June 2022 to shareholders on the register at the close of business on 20 May 2022. As no dividend income was received from the Philippines Seed Assets during the period, this dividend will be paid out of capital reserves. At 31 March 2022, TLEI had a special distributable reserve of US$112.0 million, created following the court-sanctioned cancellation of the share premium reserve created on IPO. The special distributable reserve is available to fund dividend payments. However, we expect that, over the medium term, the target annual dividend will be covered fully by revenue profits generated by the investment portfolio.

Impact Investing

The Board recognises that impact investing is becoming increasingly important for investors. Investing for a positive impact is at the heart of the Company's investment objective, given the inherent benefits of renewable energy assets. This asset class does not require a trade-off between returns and responsible investment and represents an attractive investment opportunity to achieve strong financial returns whilst also delivering environmental and social benefits. We will be aiming to adopt reporting standards as they are developed and adopted by the industry and to report in a transparent way, making it easier for investors to assess and quantify the positive impact that the Company is having on the environment and the communities in which our assets are based.

Outlook

Emerging market countries in Asia are returning to growth and there has been a resurgence in electricity demand as lock-downs end and restrictions eased. This, coupled with the Ukrainian/Russian war, has led to commodity prices increasing significantly. While this may lead to a renewed dependence on carbon-fuelled power plants at least in the medium term, the renewable energy sector is expected to continue to see strong growth in both demand and pricing.

We remain encouraged by our pipeline of investment opportunities and the Board believes that is on track to fully commit its net IPO cash proceeds by the end of the third quarter of 2022, within the six to nine-month target set out in the IPO prospectus. We remain positive about the scale of the market opportunity for TLEI and the outlook for the future. 

On behalf of the Board, I would like to thank shareholders for their support at and since the IPO and we look forward to delivering on our financial return objectives whilst driving a positive impact on the environment and society.

Sue Inglis

Chair

12 June 2022

Q&A WITH the Investment Manager, THOMAS LLOYD

"Our aim at ThomasLloyd is to allow investors to make investments that are financially successful yet also responsible with a strong ecological and social impact, in accordance with ThomasLloyd's mission statement: 'Invest where your money makes the difference'. 

The result is a unique combination of financial, ecological and social returns - for investors and for the environment, and also for the local communities."

Michael Sieg,

Chief Executive Officer, ThomasLloyd

Q Who is ThomasLloyd?

A We were established in 2011 and are today a leading impact investor and provider of climate financing. We always aim to apply a robust, socially and environmentally responsible investment approach that is geared towards reducing carbon emissions and improving economic prospects, while reducing investment risk through diversification across countries, sectors and technologies

Over the last decade, we have deployed over US$1 billion across 16 projects in renewable energy power generation, transmission and sustainable fuel production with a total capacity in excess of 700 MW.

Since 2013, we have been measuring and reporting on the impact of our investments, creating an empirical database showing the positive impact of our investments in sustainable energy infrastructure in high-growth and emerging markets in Asia. We estimate, using industry-standard methodologies, that these projects have created more than 14,000 permanent new jobs, provide 1.8 million people with clean, stable and affordable energy and save annually more than 850,000 tonnes of CO2. With a successful track record of over 10 years, we are one of the longest established and most experienced investors in sustainable energy infrastructure in our chosen markets. We have a dedicated team of experienced investment and energy infrastructure professionals on the ground in our target markets.

Q Can you give a brief overview of your strategy in terms of what you are trying to achieve for our shareholders?

A We are committed to delivering a positive and measurable environmental and social impact, along with consistent financial returns - we call this our triple return objective. This has been our core objective for more than a decade and runs throughout our evaluation, diligence and decision-making processes and throughout the life of the investment. 

Q And how do you put this into action?

A We construct and operate an investment portfolio of sustainable energy infrastructure assets in fast-growing and emerging economies in Asia, focusing on the countries where it is most needed. However, we only invest in countries that, in our opinion, have a stable political system, a transparent and enforceable legal system and which recognise the rights of foreign investors. Currently, our target core markets are India, the Philippines and Vietnam. We are also looking at potential medium-term opportunities in Indonesia, Bangladesh and Sri Lanka.

TLEI's portfolio currently comprises renewable power generation assets although in the longer-term we expect to diversify it by investing in sustainable fuel production assets, transmission infrastructure and energy storage. 

Our strategy is to invest in construction-ready and in-construction assets, which derive higher financial returns as well as creating new clean energy sources and new jobs, as well as already operational assets, which diversify and mitigate construction risk and provide immediate cash flows.

This is a tried and tested strategy for us and we believe it differentiates us from much of the market.

Q You have indicated your intention to diversify TLEI's portfolio into new geographies - how will you go about this whilst minimising risk?

A Our strategy is to partner with a local developer which not only has the track record of construction and origination in the relevant sector but also provides a platform which will act as a route to future construction or acquisition of operational assets over the next one to two years. This proprietary platform strategy allows both us and our local partners to originate business as well as to secure PPAs with credit-worthy corporates and government entities.

By acquiring assets when partnering with the developer, we can achieve significant increases in the asset values in the early years. It is possible also that we may co-invest with partners when we enter new countries to ensure that we mitigate new market risk.

Additionally, we update our risk and opportunity assessment continually as we revisit and refine the pipeline. One example of this is the assessment of Sri Lanka as a target market. Sri Lanka in recent months has encountered significant social unrest and political instability. The ensuing fuel shortages and rising food prices have increased risk whilst also creating opportunity as the need for investment in new renewable energy sources has never been greater. Having said that, this is not a target market for the short term and, instead, we will continue to monitor the situation carefully and wait for a more stable environment before deploying TLEI's capital in Sri Lanka. This is disappointing as we had identified some very attractive investment opportunities but putting them on-hold for the time being is the right thing to do for TLEI's shareholders

Q How do you mitigate risks associated with pre-operational assets?

A We only invest in construction-ready assets (these are projects ready for the build stage - ready for shovels in the ground) and in-construction assets where there is an offtake agreement already in place, the land on which the project is situated is identified or contractually secured and all relevant permits have been granted.

Q How secure are the revenue streams supporting TLEI's dividend policy?

A We look to invest mostly in opportunities where we have a diversified portfolio of assets where visibility of revenues and profits are secured through long term power purchase agreements, of between 20-25-years, with credit-worthy offtakers. Our target countries do not have subsidies built in, therefore reducing the risk of political pressure or governmental changes leading to changes in policies and having a negative impact on future revenues. Additionally, where we invest in construction-ready assets, we will construct with known suppliers and service providers and established technologies, therefore reducing risk of missing grid-connection timelines. The fact that we have done this before, with these partners, gives us comfort on delivery timelines.

Where we have dividend income in currencies other than US Dollars, we assume an annualised negative impact in relation to foreign exchange as well as inflationary impacts on expenses, when we are calculating our expected returns. So our expected returns are already adjusted for depreciation in the local currency when we assess if the project is consistent with TLEI's overall target returns to shareholders of between 10-12% per annum. 

Additionally, we will normally enter into hedging arrangements to cover US Dollar risk on anticipated dividend income streams for at least the two subsequent financial years.

Q How are you positioning TLEI's portfolio in these uncertain times? 

A Energy security through the provision of locally-generated power capacity for local consumption has been at the heart of the ThomasLloyd investment strategy since day 1. 

TLEI's investments both mitigate the need to purchase foreign fossil fuels and ensure continuity of local, affordable electricity. Long-term offtake agreements with local and national governments provide certainty both to the communities in which we invest, but also provides us with visible and predictable long-term cash flows.

TLEI is the only dedicated offering on the London Stock Exchange providing direct access to sustainable energy infrastructure in fast-growing economies of Asia. While no company is immune, we believe that the current period of uncertainty is providing a tailwind to TLEI's investment strategy.

Q What are the key investment opportunities you are currently seeing in the market?

A The Ukrainian/Russian war has highlighted the challenges created by supply interruption for those relying on globally priced fossil fuels. We believe that this has increased the already powerful commercial and investment case for investing in sustainable energy infrastructure for the added benefit of producing locally generated sustainable long-term energy for local consumption. 

TLEI's investment strategy of focusing on the fast-growing and emerging economies of Asia has the benefits of reducing balance of payment imbalances by providing locally sourced energy, at the same time as providing climate mitigation through carbon offsetting as well as creating local jobs, which in turn drives wealth creation. 

Widespread governmental focus on these shared aims is helping to extend and expand our ability to source primary asset opportunities in our target markets. 

INVESTMENT MANAGERS' REPORT

Investment highlights

- At the time of the IPO, the Company committed to acquire the Philippines Seed Assets (NISPI - a 40% economic interest in three operating solar plants) and the Indian Seed Assets (SolarArise - a 43% economic interest in six operating solar plants and one construction-ready solar plant). 

- The acquisition of NISPI was completed in December 2021 for a cash consideration of US$25.4 million.

- Government of India approval of the acquisition of the Indian Seed Assets was received in March 2022. This acquisition remains subject to certain completion procedures and completion of this acquisition for US$34.5 million, to be settled through the issue of new shares, is expected in the coming weeks.

Investment portfolio

The following table provides details of the current portfolio as well as the committed SolarArise acquisition:

1In-construction project,

(G) Government or quasi-government offtaker

Investment portfolio performance

Acquired assets

Since acquisition in December 2021, the Philippines Seed Assets have benefited from higher power prices offset partially by lower generation in the first quarter in comparison to prior year due to curtailment as a result of lower demand following Typhoon Rai (known as Typhoon Odette in the Philippines) and grid congestion due to partial unavailability of the subsea cable connecting Negros Island and Cebu. Net generation for the quarter was 30.3 GWh, which was in line with budget, which took into account the impacts of the typhoon and the subsea cable.

Typhoon Rai struck the Philippines almost simultaneously with the acquisition of the Philippines Seed Assets in December 2021 and was deemed to be a category 5 typhoon. Although damage across the Philippines was significant, the Philippines Seed Assets were undamaged and local staff members and families were unharmed. Normal operations were resumed relatively quickly although there were some short-term power transmission outages which impacted the first weeks of 2022.

Transmission capacity has been limited since July 2021 between Negros and the neighbouring island of Cebu after a portion of its 138-kiloVolt high voltage subsea cable connecting the two islands was damaged by dredging works performed by a governmental department. While only one of the cable's two circuits has been damaged, this has impacted the ability to export in the short term. Completion of remediation works is now expected to be in late 2023. 

The construction of an additional subsea cable between Negros and Panay is ongoing and is expected to complete and be operational in the third quarter of 2022, which is expected to alleviate grid congestion. This is part of a large project by the government to create an interconnection framework to accommodate transmission of excess power from Negros and Panay to the rest of Visayas.

Power pricing was strong with an average market price of 7.97 PHP per kWh being achieved, against 3.53 PHP in the first quarter of 2021. Operating cash flows and cash flow conversion was US$1.1 million and 69% respectively. Cash conversion has been impacted by increased revenues generated towards the end of the quarter not due to be collected until the second quarter.

The Philippine government is in the process of finalising the process for renewable energy providers to enter or tender in an auction to award two gigawatts of renewable energy capacity via its green energy auction programme. Currently the electricity prices available in the market are in excess of prices available through the auction process and therefore it is unlikely that NISPI will participate in a green auction in 2022.

Committed assets at 31 March 2022

The total capacity of the SolarArise portfolio is 434 MW, with 234 MW fully operational at 31 March 2022 following the completion and grid connection of the 50 MW plant at Uttar Pradesh in December 2021 and a further 200 MW construction-ready. Generation of electricity increased in the year to 31 March 2022 to 310,048 MWh, from 237,639 MWh in the prior year. In the three-months to 31 March 2022 electricity generated was 87,446 MWh.

In the year to 31 March 2022, revenue was generated by six operational plants with revenue (including sales of electricity) increasing by 22% or US$3.3 million to US$18.4 million due to Uttar Pradesh commencing operations. In the three months to 31 March 2022 revenues earned were US$ 5.8 million. At 31 March 2022, SolarArise remains cash flow generative with cash and short term deposits increasing by US$ 0.9 million in comparison to 31 December 2021. No distributions to shareholders have been made in the period since the Company's IPO.

Portfolio valuation at 31 March 2022

The Company's portfolio increased in value by 7% due to increased power prices offset by changes to macroeconomic factors impacting the discount rate and foreign exchange movements.

The investment portfolio, comprising the Philippines Seed Assets at 31 March 2022, increased by US$1.7 million to US$27.1 million from US$25.4 million on acquisition. 

Factors which significantly impacted the valuation of portfolio is as follows:

· Power prices - NISPI currently generates revenue through the sale of power to the grid at the wholesale market price. In the absence of available or published price forecasts for the Philippines, the valuation at 31 March 2022 reflects the Investment Manager's expected outlook for the future operating years. The forecast assumes a base of the average price for the preceding 12 months, with inflationary impacts applied. Utilising an average market price of 6.18 PHP per kWh increased the valuation by US$7.4 million in comparison to the acquisition model, which utilised a price of 5.0 PHP per kWh. A flat 10% increase / decrease in market electricity prices from forecasted levels over the remaining asset life of all plants have been used in the sensitivity analysis. This sensitivity would increase or decrease the net assets by US$1.2 million and US$1.4 million respectively while all other variables remained constant.

· Generation - The valuation model assumes a 10% curtailment on capacity to export due to the damaged subsea cable connecting Negros Island and Cebu until the end of 2023, when the cable is expected to be return to full operations. A change in generation outlook by +/- 10% would increase or decrease the net assets by US$1.2 million and US$1.2 million respectively, while all other variables remain constant.

· Discount rate - The discount rate used is the Investment Manager's, Alternative Investment Fund Manager's and Directors' assessment of the rate of return in the market for assets with similar characteristics and risk profile, as reviewed quarterly by an external independent valuation expert. The discount rate has been updated to reflect changes in the market at 31 March 2022. In the period since IPO, the discount rate has increased due to macroeconomic inputs, being the 10-year government bond yield in the Philippines. The overall decrease in value resulting from changes to the discount rate in the period is US$3.0 million while all other variables remained constant. The discount rate used at 31 March 2022 was 9.5%, whereas the discount rate used in the acquisition model was 8.0%.

· Foreign exchange rate - Investments are expected to be held generally in the currency of the territory in which the asset is located. Therefore, at 31 March 2022, the Company was impacted by the US Dollar: Philippine Peso foreign exchange rate as the US Dollar strengthened to US$1 to 51.8097 PHP. A 5% increase / decrease in US Dollar: Philippine Peso rate, while all other variables remained constant, would increase or decrease the net assets by US$1.3 million and US$1.4 million respectively. 

· Inflation - Most operating expenses are contracted for a defined period of up to 5 years and as such there is typically little variation in annual operating costs. However, an increase due to inflation of 0.5%, while all other variables remained constant, would decrease the fair value by US$0.5 million or US$0.6 million respectively.

Valuation process

In accordance with the Company's valuation policy, investments held at 31 March 2022 have been valued by the Investment Manager and reviewed by an independent external valuation expert. The AIFM and Directors have then reviewed and approved the valuations used as at 31 March 2022. 

The fair value for the Company's investments is derived using a discounted cash flow methodology ("DCF"). In a DCF analysis, the fair value of the investment is the present value of the expected future cash flows, based on a range of operating assumptions for revenues, costs, leverage and any distributions, before applying an appropriate discount rate.

A broad range of assumptions is used in valuation models. Given the long-term nature of sustainable energy infrastructure assets, valuations are assessed using long-term historical data to reflect the asset life.

Pipeline opportunities

As stated at IPO, the Company's target markets are India, Philippines, Vietnam, Bangladesh, Indonesia and, in the medium to long-term, Sri Lanka. The Investment Manager is in advanced discussions to enter into definitive agreements in respect of pipeline opportunities which total approximately US$90 million, including the near final agreement to acquire the remaining interest in SolarArise. We were also assessing near-term opportunities in Sri Lanka but, in view of the recent deterioration in the political and economic situation, we have put these opportunities on hold.

In addition to SolarArise, the Investment Manager is currently undertaking diligence procedures in relation to an investment in a Vietnamese platform comprising both operational and construction-ready roof-top solar projects and an investment in the initial phase of a sustainable fuel project in the Philippines. On commitment of these acquisitions, it is expected that the Company's net IPO proceeds will be substantially deployed.

The total pipeline today is approximately US$750 million, with more than 1,500 MW of electricity generating capacity identified including opportunities in Philippine biomass and India, Vietnam and Indonesia solar.

Outlook

Following the lifting of the threat of the COVID-19 pandemic, electricity demand in the Philippines has increased across the residential, commercial, and utility sectors. We expect the renewable energy segment is likely to witness significant growth during the next five years as significant opportunities will be provided by the Philippines' National Renewable Energy Program 2020-2040 which has set a target to achieve a 35% share of renewable energy in the power generation mix by 2030 and 50% by 2040. The Philippine renewable energy market is expected to register a compound annual growth rate of more than 8.5% in the next five years and we have existing deep partner relationships in the Philippines which will allow us to seamlessly continue our investment into the country.

In India, the government's increased emphasis on the growth of the renewable energy sector is required to meet their imminent targets of solar power generating capability. The federal and state governments are committed to increasing the ease of land acquisition and other legal permits and are encouraging a significant amount of domestic and international investment flowing into the industry. While TLEI's country investment restrictions test will halt near-term expansion of the Indian opportunities, India remains an important growth area for us.

Vietnam has one of the fastest growing populations and GDP outlooks in Asia. The Vietnamese government is focused on developing new renewable energy sources to ensure energy security and addressing the increasing demand for power. Therefore, the renewables sector is expected to grow by 8% annually for the next five years. There is a significant and growing opportunity for TLEI investment, as the funding required for the renewable energy sector is in excess of US$23 billion. With no foreign ownership restrictions, this is one of our most immediate and exciting target markets.

In Indonesia, coal accounted for 63% of electricity generation nationally in 2020 and in order to decarbonise, Indonesia needs to do two things; reduce coal power generation and scale up renewables capacity. Roof-top solar has become a growing sub-sector, needed if the Indonesian government is to meet its target to achieve a 23% share of renewable energy in the country's energy mix by 2025. 

Bangladesh and Sri Lanka remain an important focal point of our investment strategy although there will be a longer lead time as they are either less developed or the political and economic uncertainty remains too high at this point. We continue to monitor and assess opportunities however our pipeline does not contain any opportunities in Bangladesh or Sri Lanka at this time.

Tony Coveney

Head of Infrastructure Asset Management, ThomasLloyd

12 June 2022

IMPACT REPORT

The Investment Manager's projects have created 14,000+ permanent new jobs, avoided more than 850,000 CO2e tonnes and provided 1.8 million people with clean and secure electricity.

TLEI believes that investment in sustainable infrastructure in its target markets in Asia, the fastest growing region with the largest carbon emissions, is urgently needed to tackle the global climate crisis at source. This becomes even more critical if net-zero is to be reached by 2050 and also to secure energy stability globally. 

TLEI is the first and only impact-focused offering on the London Stock Exchange dedicated to investing in sustainable energy infrastructure projects in fast-growing and emerging Asia. Our purpose is to generate a triple return, comprising a financial return on investment, a measurable environmental return and a compelling social return. The TLEI Board and Investment Manager view ESG as integral and core to the overarching investment objective, and not as a cost to the Company.

The Company's primary purpose is to create lasting value, both for investors but also for the communities in which TLEI invests and operates. The Company's renewable energy investments provide urgently needed electricity to local industries and rural areas which have been previously undersupplied. TLEI believes its investment supports societal development in general, creating and sustaining jobs and driving economic development while also providing investors with access to private market opportunities which cannot be found via other listed offerings. 

Since 2011, the Company's Investment Manager has deployed over US$1 billion across 16 projects in sustainable infrastructure, which includes renewable energy power generation with a total capacity in excess of 700MW. The Investment Manager estimates, using industry standard methodologies, that these projects have created more than 14,000 permanent new jobs, avoid the equivalent of more than 850,000 tonnes of CO2 emissions and provide 1.8 million people with clean, stable and affordable electricity.

TLEI Impact KPIs

The following KPIs for the period from 1 January 2022 to 31 March 2022, represent the impact created by

- a 40% economic interest in NISPI, a Philippines platform with three operating solar plants, which was acquired by TLEI in December 2021; and

- a 43% economic interest in SolarArise, an Indian platform with six operating and one construction-ready solar plants, which TLEI committed to acquire prior to its IPO in December 2021 (completion of the acquisition is expected in the coming weeks.)

1Represents the sum of TLEI's investment, based on economic interest, in each power plant's installed peak capacity at the end of the reporting period.

2Represents the sum of TLEI's investment, based on economic interest, in each site's electricity generation during the reporting period

3Represents TLEI's proportion of the renewable energy generated multiplied by the relevant local or national grid operating margin grid emission factor. In relation to the the Philippines, relevant factor applied is 0.7122 extracted from the Luzon-Visayas Grid 2015-2017 as published by the Department of Energy in the Philippines. In relation to India this is 0.96 extracted from India Grid FY2019-20 as published by the Central Electricity Authority of India.

4Represents full-time equivalent employees based on hours worked of both direct employees and dedicated contractors.

5Represents the quarterly renewable energy generated in kWh divided by the average per capita electricity consumption in the relevant country. In the Philippines this has been derived from the 2020 consumption rate as published by Statista on 1 June 2021. In India it is derived from the 31 March 2021 consumption rate as published by the Central Electricity Authority of India.

The Investment Manager's approach to Impact

Environmental, social and governance ("ESG") factors and engagement have been at the very centre of the ThomasLloyd investment process for more than a decade. From ThomasLloyd's first investment in 2011, which provided the financing for the development and construction of the first ever utility-scale renewable energy plant in the Philippines, the Investment Manager has strived to lead from the front through directly investing in real assets in fast-growing and emerging economies in Asia.

ThomasLloyd believes that a focus on managing ESG risk and furthering environmental and social opportunities can help to improve long-term returns, mitigate investment risks and align its interests as investors with those of other stakeholders. 

ESG factors are integrated throughout the investment process and the monitoring and oversight of investments. The Investment Manager uses both a top-down review, based on economic, financial and ESG data, and a bottom-up review, following a detailed assessment of the investee company's ability to meet the necessary ESG standards. Top-down exclusions are made by screening potential investments on a country and sector basis. Certain sectors are excluded from investment if they are not consistent with the Investment Manager's socially- and environmentally-responsible standards. Bottom-up exclusions are made by screening at the level of the potential investment. This includes analysis of the operational activities of the companies through which TLEI's investments are held and the track record, affiliations and good standing of the investment sponsors. The criteria include but are not limited to:

The ESG analysis does not end at the point of investment. The Investment Manager's approach is to work with the management teams to attain the sustainability objective of furthering environmental and social progress. Reporting is prepared at a company or project level based on a range of 10 key ESG sustainability indicators, selected after analysis by the Investment Manager and third-party specialist service providers. The Investment Manager carries out materiality reviews to ensure a consistent risk management approach which, where appropriate, flags to the Investment Manager priority issues.

ESG Governance

Impact performance review

The performance review of the three months ended 31 March 2022 covers TLEI's portfolio at 31 March, comprising its 40% economic interest in NISPI and its committed acquisition to acquire a 43% economic interest in SolarArise. All numbers have been pro-rated based on TLEI's economic share.

A) Environmental performance

The investment portfolio, which consists of renewable energy power generation assets, is helping to provide affordable clean energy to those who need it the most, in areas which had previously been under-supplied or not supplied at all. This has a broader effect of driving a cleaner, more sustainable world. 

The Investment Manager has policies to ensure responsible land acquisition and management, as do the investment portfolio entities. The investment portfolio entities also carry out biodiversity surveys prior to initiating a project where it is deemed necessary.

1Represents the sum of each power plant's installed peak capacity at the end of the reporting period, pro-rated based on the economic interest of TLEI.

2The sum of each site's electricity generation during the reporting period, pro-rated based on the economic interest of TLEI.

3Represents TLEI's proportion of the renewable energy generated multiplied by the relevant local or national grid operating margin grid emission factor. In relation to the Philippines, relevant factor applied is 0.7122 extracted from the Luzon-Visayas Grid 2015-2017 as published by the Department of Energy in the Philippines. In relation to India this is 0.96 extracted from India Grid FY2019-20 as published by the Central Electricity Authority of India.

B) Social impact

By having a strategy geared towards investing in construction-ready projects, a significant number of jobs are created and then sustained when the asset is operational.

TLEI is committed to ensuring that the investment portfolio entities create quality employment through promoting a commitment to high standards of health and safety. The Investment Manager monitors that all investments have appropriate health and safety policies and procedures in place. As an active investor, the Investment Manager monitors the implementation of the policies and procedures to ensure their consistent application, reports any lost time injuries on a timely basis and assesses whether remedial action has been taken, as necessary. 

Beyond this, the Investment Manager is also active in the communities in which it operates and invests. Such activities include donations, both of a financial nature but also of supplies and time, to various different programs and initiatives. 

1Represents full-time equivalents based on hours worked of both direct employees and dedicated contractors.

2A Lost Time Injury is defined as 'Any injury, arising in the course of work, that results in temporary or permanent time away from work. Includes fatalities, permanent disabilities and injuries that have led to absence from work.'

3Represents the quarterly renewable energy generated in kWh divided by the average per capita electricity consumption in the relevant country. In the Philippines this has been derived from the 2020 consumption rate as published by Statista on 1 June 2021. In India it is derived from 31 March 2021 consumption rate as published by the Central Electricity Authority of India.

C) Governance

TLEI is committed to attaining the highest standards of corporate governance and TLEI believes this provides a robust framework to ensure the long-term success of the business and drive shareholder value.

TLEI will always act to ensure trust and confidence in our business and business model is maintained. The Company is a member of the UK Association of Investment Companies, and complies with the AIC's Code of Corporate Governance to ensure best practice.

TLEI has zero tolerance towards corruption, fraud, bribery and unethical behaviour, as does the Investment Manager. Both TLEI and its key suppliers operate a whistleblowing process which provides a route for reporting activity which is irregular or contravenes the Company's Code of Conduct. 

As part of the investment decision-making process, ESG factors and criteria are assessed in equal measure to financial, legal and technical requirements. In addition, ESG factors are monitored on an ongoing basis, with at least quarterly communication with the investment entities. 

TLEI and the Investment Manager's alignment with the UN's Sustainable Development Goals ("SDGs")

The SDGs were adopted by all United Nations member states in 2015 to support the vision of achieving a sustainable future for everyone in a medium-term time horizon. The 17 objectives are interrelated and present global challenges such as the eradication of poverty, the fight against climate change, peace and prosperity for all, education, women's equality, environmental protection and sustainable urban development.

Therefore, the TLEI strategy is focused on increasing the direct impact the Company can have on addressing SDGs 7,8,11 and 13 as well as advancing the impact on the others as described below:

Investment Manager's affiliations and networks

Ongoing impact reporting and future developments

The Company's ESG Committee continues to monitor and assess the recent significant developments in the EU's ongoing implementation of its framework for sustainable energy investment, notably the publication of the delegated acts under the EU's Taxonomy Regulation and the entry into force in the EU of the Sustainable Finance Disclosure Regulation.

The Investment Manager is targeting the categorisation and monitoring of the investment portfolio entities in line with the Taxonomy Regulation by 31 December 2022. Additionally, as part of its broader strategy for reporting on climate-related and other ESG issues, the Investment Manager intends to further incorporate the TCFD disclosure requirements into the Company's ongoing disclosures.

TLEI is expected to be an Article 9 fund under the EU's Sustainable Finance Disclosure Regulation.

FINANCIAL REVIEW

Analysis of financial results

The Company has prepared the interim condensed unaudited financial statements in accordance with UK adopted IFRS and UK adopted IAS 34 "Interim Financial Reporting". The comparative period is the period from incorporation, 6 September 2021, to 31 October 2021, being the Company's first accounting date. On 16 November 2021, the Company has extended its accounting period to 31 December 2022. The Company did not commence its operating activities until the listing of its ordinary shares on the London Stock Exchange on 14 December 2021, therefore there is no profit or loss up to this date.

Under the sale and purchase agreement to acquire a 43% interest in SolarArise, the Indian solar asset entered into at the time of the IPO, the consideration was to be settled by the issue of a fixed number of ordinary shares. At 31 March 2022, the Company's shares were trading at a premium of 27% to the IPO price of US$1.00 which had been used to determine the fixed number of shares to be issued. This resulted in a derivative financial liability under IFRS of US$9.3 million at 31 March 2022. This liability was wholly extinguished on 18 May 2022 when TLEI and the sellers agreed to change the fixed number of shares to a variable number to be determined by reference to TLEI's share price, utilising an average share price for the 10 business-days preceding the date of issuance of the ordinary shares, which will equate to the fair value of SolarArise on 31 March 2022. As the liability had a material impact on the results for the period ended 31 March 2022, in order to provide useful and relevant information to investors the financial results are presented on both an actual basis and an adjusted basis reflecting the extinguishment of the liability post-period end.

Net assets analysis

Total assets at 31 March 2022 increased by US$3.2 million to US$116.3 million from US$113.1 million at IPO. This increase was driven primarily by an increase in the value of NISPI, reflecting strong electricity prices, offset by unrealised foreign exchange losses due to the strengthening of the US Dollar relative to the Philippine Peso. 

Total assets also benefitted from realised foreign exchange gains in relation to IPO capital not yet deployed received in GBP and converted to US Dollars during the period to 31 March 2022. 

Net assets in accordance with IFRS were US$106.2 million including a US$9.3 million impact of the derivative financial liability extinguished in May 2022.

1See "Analysis of financial results" above.

The committed SolarArise acquisition of a 43% interest is valued at US$34.3 million at 31 March 2022 by an independent external valuation expert and will be reported on by an independent third party for the purposes of section 593 of the Companies Act 2006. For illustrative purposes only, had the acquisition been completed on that date, the Company would have issued 28.1 million shares as consideration and the Company would have had net assets of US$149.4 million and 143.5 million shares in issue, resulting in a NAV per share, as adjusted, of US$1.041.

(Loss)/profit

1See "Analysis of financial results".

The Company did not receive any distributions from investments during the period.

Other operating income - net for the period included realised foreign exchange gains on IPO proceeds not yet deployed of USS1.4 million, offset by other operating expenses, including Directors', administration and other professional fees. 

Details on how the management fees are charged are set out in note 18d) to the Interim Financial Statements. 

Ongoing charges

The "ongoing charges" ratio is an indicator of the costs incurred in the day-to-day management of the Company. The Company uses the Association of Investment Companies' recommended methodology for calculating this ratio, which is an annual figure. Based on that methodology, ongoing charges exclude acquisition costs and other non-recurring items. 

Based on the period from 1 November 2021 to 31 March 2022, the ongoing charges ratio was 2.4% (adjusted: 2.2%), which is reflective of the current size and stage of development of the Company. The calculation of the ongoing charges ratio does not take into account the USS$34.5 million increase in TLEI's net assets on completion of the acquisition of the Indian Seed Assets, which will reduce the ongoing charges ratio.

Cash flow

The Company had a total cash balance of US$88.0 million at 31 March 2022 (31 October 2021: £nil). The breakdown of the movements in cash during the period is shown below.

No distributions were received in the period from investments. 

Gearing

Gearing is not used at the Company level. Gearing may be used on a non-recourse basis at the asset level, either by SPVs or intermediate holding companies. At 31 March 2022, the Philippines Seed Assets were ungeared. At the same date, SolarArise had gearing of US$145.4 million, which represented 55.6% of the Group's gross asset value (which includes the proportionate share of the borrowings at the level of the Company's investments, including SolarArise).

Dividends and reduction of share premium account

The Company did not pay any dividends during the period. On 12 May 2022, the Company declared an interim dividend of 0.44 cents per share (US$0.5 million) in respect of the period ended 31 March 2022. This dividend will be paid on 24 June 2022 out of capital reserves. At 31 March 2022, the Company had a special distributable reserve of US$112.0 million, created following the court-sanctioned cancellation of the share premium reserves created on IPO. The special distributable reserve is available to fund dividend payments. However, we expect that, over the medium term, the target annual dividend will be covered fully by revenue profits generated by the investment portfolio.

Related party transactions

Details of transactions with related parties is set out in note 18 to the Interim Financial Statements.

Events after the balance sheet date

Details of significant events occurring since 31 March 2022 are set out in note 22 to the Interim Financial Statements.

Principal risks and uncertainties

Risk identification and monitoring

Whilst it is not possible to eliminate all risks that may be faced by the Company, TLEI has a comprehensive risk management framework that enables the Audit and Risk Committee, comprising all of the Directors, and the Board to identify and assess principal and emerging risks. Each key risk identified is recorded in the Company's risk register, as are the mitigating actions that have been developed to reduce the likelihood of such risk occurring and minimise the severity of its impact in the case that it does occur. The risk register encompasses a scoring methodology to assess the likelihood of occurrence of each risk, its potential impact and the residual risk after taking into consideration the controls in place to mitigate the risk. The Audit and Risk Committee reviews quarterly the risk management framework and risk register, which is updated as required.

Given that the Company delegates certain activities such as identification, assessment and management of risk to the Investment Manager, the AIFM and the Administrator, reliance is also placed on the control frameworks of these service providers to ensure that control procedures are in place to mitigate risks relevant to the services they provide.

The Company's prospectus published in November 2021 contains details of the risks faced by the Company. The principal risks and uncertainties facing the Company have been identified as follows:

Principal risks and uncertainties

As a result of COVID-19, global supply chains are showing increasing signs of pressure. This could result in delays in the supply of key hardware required to maintain or improve infrastructure. The Directors have considered whether or not this will manifest itself as an additional risk to the Company. On the basis that the Company may source materials from a number of suppliers, both in-country and abroad, this does not constitute a principal risk to the business over and above the risks mentioned above at this time. The Directors will continue to monitor this situation and needs of the investments.

Alternative Performance MEASURES

We assess our performance using a variety of measures that are not specified or specifically defined under IFRS. Such measures are termed as alternative performance measures ("APMs"). We believe that our APMs, which are not considered to be a substitute for or superior to IFRS measures, provide stakeholders with additional helpful information on the performance of the Company. We have presented NAV - adjusted and NAV per share - adjusted to remove the impact of the derivative financial liability at 31 March 2022 which has been extinguished on 18 May 2022. Details of this liability and its extinguishment are included in note 12 to the Interim Financial Statements and included under "Analysis of financial information". It should be noted that our APMs may not be comparable to other similarly titled measures of other companies.

NAV -adjusted and NAV per share- actual and adjusted

NAV - adjusted represents net assets after excluding the non-cash fair value of the derivative financial liability which was extinguished on 18 May 2022. 

NAV per share represents net assets divided by the number of ordinary shares in issue. 

NAV per share - adjusted reflects NAV - adjusted divided by the number of ordinary shares in issue.

Profit for the period - adjusted and Earnings per share - adjusted

Profit for the period - adjusted represents loss for the period after excluding the non-cash fair value loss on the derivative financial liability which was wholly extinguished on 18 May 2022. 

Earnings per share - adjusted reflects profit for the period - adjusted divided by the weighted number of shares in issue.

Market capitalisation

Market capitalisation is calculated as the share price as at the reporting date closing rate, being $1.27 per share, multiplied by the number of ordinary shares in issue, being 115,393,128

Ongoing charges ratio

The ongoing charges ratio measures the Company's annualised day-to-day operating costs (excluding the costs of buying and selling investments, any non-recurring costs and the costs of issuing shares) as a percentage of the average published net assets in the last 12 months. Ongoing charges are calculated in accordance with the Association of Investment Companies recommendations and guidance relating to calculation methodology. 

As the Company has published its first NAV at 31 March 2022, those net assets have been used for the purpose of calculating the ongoing charges ratio in the table below. The Company had operating expenses from the point of Listing and therefore total non-recurring operating expenses reflect 3.5 months of operating expenses which has been annualised below.

Directors' Statement of Responsibility for the Interim Report

The Directors confirm that to the best of their knowledge:

· the condensed set of unaudited financial statements contained in this Interim Report has been prepared in accordance with United Kingdom adopted International Accounting Standard 34 Interim Financial Reporting as issued by the International Accounting Standards Board and in accordance with the accounting policies set out in the audited Annual Report to 31 October 2021 or as set out in the Interim Financial Statements at 31 March 2022 and for the period from 1 November 2021 to 31 March 2022; and

· the interim management report, comprising the Chair's Statement, the Investment Manager's Report, the Financial Review and the Principal Risks and Uncertainties together with the Interim Financial Statements, includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, namely:

o  an indication of important events during the interim period and a description of principal risks and uncertainties for the remaining period of the financial year, and

o  disclosure of material related party transactions (details of such transactions are set out in note 22 to the Interim Financial Statements).

For and behalf of the Board of Directors

Sue Inglis

Chair

12 June 2022

INDEPENDENT REVIEW REPORT TO THOMASLLOYD ENERGY IMPACT TRUST PLC

We have been engaged by the company to review the condensed set of financial statements in the interim financial report for the period ended 31 March 2022 which comprises the interim condensed statement of comprehensive income, the interim condensed statement of financial position, the interim condensed statement of changes in equity, the interim condensed statement of cash flows and related notes 1 to 22 ('the condensed set of financial statements'). We have read the other information contained in the interim financial report for the period from 1 November 2021 to 31 March 2022 and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

Directors' responsibilities

The financial report for the period from 1 November 2021 to 31 March 2022 is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the financial report for the period from 1 November 2021 to 31 March 2022 in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

As disclosed in note 2, the annual financial statements of the company will be prepared in accordance with United Kingdom adopted international accounting standards. The condensed set of financial statements included in this financial report for the period from 1 November 2021 to 31 March 2022 has been prepared in accordance with United Kingdom adopted International Accounting Standard 34, "Interim Financial Reporting".

Our responsibility

Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the financial report for the period from 1 November 2021 to 31 March 2022 based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim financial report for the period from 1 November 2021 to 31 March 2022 and at 31 March 2022 is not prepared, in all material respects, in accordance with United Kingdom adopted International Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Use of our report

This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.

Deloitte LLP

Statutory Auditor

London, United Kingdom

12 June 2022

Unaudited interim condensed statement of comprehensive income for the period from 1 November 2021 to 31 March 2022

The above statement of comprehensive income should be read in conjunction with the accompanying notes.

The total column of the above statement of comprehensive income is the profit or loss of the Company.

All revenue and capital items, including total results, are derived from continuing operations - see note 2a) for further details.

No comparative information is presented as the Company was incorporated on 6 September 2021 and did not commence it's operating activities until the listing of ordinary shares on the London Stock Exchange on 14 December 2021.

There is no other comprehensive income in either the current period or the preceding period, other than the loss for the period, and therefore no separate statement of comprehensive income has been presented. As there was no activity in the preceding period, no separate revenue or capital profit or loss has been presented.

Unaudited interim condensed statement of financial position at 31 March 2022, with comparatives at 31 October 2021

The above statement of financial position should be read in conjunction with the accompanying notes.

These Interim Financial Statements were approved by the Board of Directors and authorised for issue on 12 June 2022.

Unaudited interim condensed statement of changes in equity for the period from 1 November 2021 to 31 March 2022, with comparatives for the period from incorporation (6 September 2021) to 31 October 2021

The above statement of changes in equity should be read in conjunction with the accompanying notes

Unaudited interim condensed statement of cash flows for the period from 1 November 2021 to 31 March 2022, with comparatives for the period from incorporation (6 September 2021) to 31 October 2021

The above statement of cash flows should be read in conjunction with the accompanying notes

Notes to the unaudited interim condensed financial statements at 31 March 2022 and for the period from 1 November 2021 to 31 March 2022

1. General information

a) Overview

ThomasLloyd Energy Impact Trust PLC ("TLEI" or the "Company") is a public company limited by ordinary shares incorporated in England and Wales on 6 September 2021 with registered number 13605841. The Company's principal activity is to invest in a diversified portfolio of sustainable energy infrastructure assets in fast-growing and emerging economies in Asia. The Company's operating activities commenced when the Company's ordinary shares were admitted to trading on the premium segment of the London Stock Exchange on 14 December 2021 (the "Listing").

The Directors intend, at all times, to conduct the affairs of the Company as to enable it to qualify as an investment trust for the purposes of section 1158 of the Corporation Tax Act 2010. The registered office and principal place of business of the Company is The Scalpel, 18th Floor, 52 Lime Street, London, United Kingdom, EC3M 7AF.

The Company has a triple return investment objective which consists of: (i) providing shareholders with attractive dividend growth and prospects for long-term capital appreciation (the financial return); (ii) protecting natural resources and the environment (the environmental return); and (iii) delivering economic and social progress, helping build resilient communities and supporting purposeful activity (the social return). The Company seeks to achieve its investment objective by investing in a diversified portfolio of sustainable energy infrastructure assets in fast growing and emerging economies in Asia.

The unaudited interim condensed financial statements of the Company (the "Interim Financial Statements") are for the period from 1 November 2021 to 31 March 2022. The comparative period is the period from 6 September 2021 to 31 October 2021, being the period from incorporation to the Company's first accounting date. On 16 November 2021, the Company extended its accounting period to 31 December 2022.

These Interim Financial Statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the period ended 31 October 2021 were approved by the Board of Directors of the Company (the "Directors") on 8 November 2021 and delivered to the Registrar of Companies. The report of the auditor on those accounts was unqualified and did not contain an emphasis of matter paragraph and did not contain any statement under Section 498 of the Companies Act 2006.

The Interim Financial Statements have not been audited but have been reviewed by the Company's auditor in accordance with International Standards on Review Engagements ("ISRE") 2410.

b) Authorisation of the Interim Financial Statements for issuance

These Interim Financial Statements were authorised for issue by the Board of Directors on 12 June 2022.

c) Significant events in the financial period

During the period from 1 November 2021 to 31 March 2022 the following significant events occurred as disclosed in the relevant notes to these Interim Financial Statements:

- IPO - The Company issued US$115.4 million of ordinary shares which were admitted to the Official List of the FCA and to trading on the premium segment of the London Stock Exchange's main market for listed securities on 14 December 2021 (the "IPO");

- NISPI acquisition - On 16 December 2021, the Company completed its acquisition of Negros Island Solar Power Inc. ("NISPI"), acquiring a 40% economic interest through the acquisition of redeemable preference shares for a cash consideration of US$25.4 million, funded by IPO proceeds. There is an additional cash consideration of up to US$22.0 million payable if NISPI is awarded a Green Auction power purchase agreement prior to 1 June 2023. See note 19b).

- SolarArise acquisition - On 19 November 2021, the Company entered into a binding agreement to acquire a 34% voting interest and 43% economic interest in Solar Arise India Private Pte Ltd ("SolarArise"), a platform owning six operational solar plants and one solar plant which is construction-ready. The purchase agreement set out that the purchase price of US$34.6 million would be settled through the issuance of 34,606,872 ordinary shares. At the date of these Interim Financial Statements, the acquisition has not yet completed.

- Derivative financial liability related to the SolarArise acquisition - As the purchase price was to be settled through the issuance of a fixed number of shares, at 31 March 2022 at the closing share price of US$1.27, this reflected a derivative financial liability of US$9.3 million. On 18 May 2022, the Company entered into an addendum to the agreement to extend the long stop date to 19 August 2022 and to revise the consideration payable to reflect the issuance of a variable number of ordinary shares, to be determined by reference to TLEI's share price, utilising an average share price for the 10 business-days preceding the date of issuance of the ordinary shares, which will equate to the fair value of SolarArise on 31 March 2022. Therefore, the derivative financial liability of US$9.3 million, as explained further in note 12c), was extinguished at 18 May 2022.

2. Basis of preparation

The principal accounting policies applied in the preparation of these Interim Financial Statements are set out below and in the relevant notes to these financial statements. These policies have been consistently applied to the periods presented, unless otherwise stated.

a) Basis of preparation

The Interim Financial Statements of the Company have been prepared in accordance with UK adopted International Accounting Standards ("IFRS"), UK adopted IAS 34 "Interim Financial Reporting" and where relevant, in accordance with the Statement of Recommended Practice: Financial Statements of Investment Trust Companies and Venture Capital Trusts issued in April 2021 by the Association of Investment Companies. The annual financial statements of the Company will also be prepared in accordance with United Kingdom adopted international accounting standards. The Interim Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss. The preparation of the Interim Financial Statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires the Directors to exercise their judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Interim Financial Statements, are disclosed in note 3 and further detail is provided in the relevant notes to these financial statements.

Additionally, expenses are accounted for on an accruals basis. Expenses are charged to the revenue account except where they directly relate to the acquisition or disposal of an investment, in which case they are charged to the capital account. Expenses are charged to the capital account where a connection with the maintenance or enhancement of the value of the investments can be demonstrated. In this respect the management fee has been allocated 50% to the capital account and 50% to the revenue account.

The Company is not significantly influenced by seasonality or cyclical fluctuations throughout the year.

b) Operating segment

The Chief Operating Decision Maker (the "CODM") is of the opinion that the Company is engaged in a single segment of business, being investment in a diversified portfolio of sustainable energy infrastructure assets in fast growing and emerging economies in Asia to generate investment returns with the aim of achieving its triple return investment objective. The financial information used by the CODM to allocate resources and manage the Company presents the business as a single segment comprising a homogeneous portfolio. The CODM has been identified as the Directors of the Company acting collectively.

c) Change in functional and presentation currency

The Interim Financial Statements have applied consistently the accounting policies as set out in the audited financial statements at 31 October 2021 and for the period from incorporation to 31 October 2021 other than:

- On 14 December 2021, the date of Listing, the Company changed its functional and presentational currency to US Dollars from Great British Pound ("GBP"). Further details are contained in note 2e) and the change in functional currency was applied prospectively.

d) Assessment as an investment entity

Entities that meet the definition of an investment entity within IFRS 10 "Consolidated Financial Statements" are required to measure their subsidiaries, associates and joint ventures at fair value rather than consolidate such entities unless such entities provide investment related services to the Company. To determine that the Company continues to meet the definition of an investment entity, the Company is required to satisfy the following three criteria:

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

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

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

The Directors are of the opinion that the Company has all the typical characteristics of an investment entity and continues to meet the definition in the standard. This conclusion will be reassessed on an annual basis.

In respect of the second criterion, the Company's purpose is to invest funds for returns from capital appreciation and investment income. In respect of the requirement that investments should not be held indefinitely but should have an exit strategy for their realisation, the Company may hold these assets until the end of their expected useful lives, unless there is an opportunity in the market to dispose of the investments at a price that is considered appropriate.

e) Foreign currency

The currency of the primary economic environment in which the Company operates (being the functional currency) is the US Dollar ("USD" of "US$"), which is also the presentation currency. 

The Company's ordinary share capital is issued in US Dollars. The primary activity of the Company is to invest in unlisted equity securities issued by companies involved in the construction or operation of sustainable renewable energy infrastructure assets in fast growing or emerging markets in Asia.

The performance of the Company is measured and reported to its investors in US Dollars. The Directors considers the US Dollar as the currency that most faithfully represents the economic effects of the underlying transactions, events and conditions.

It should be noted that prior to the Listing, the Company's functional and presentation currency was GBP as the Company had issued share capital in GBP and had no income and costs. At the date of Listing, 14 December 2021, this was changed to US Dollar for the above reasons. 

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency assets and liabilities are translated into the functional currency using the exchange rate prevailing at the statement of financial position date. Foreign exchange gains and losses arising from translation are included in the statement of comprehensive income.

Foreign exchange gains and losses relating to the financial assets carried at fair value through profit or loss are presented in the statement of comprehensive income. Further details on the accounting policies in relation to financial assets at fair value through profit or loss are contained in note 4.

At 31 March 2022 and 14 December 2021 (the date of Listing), the following rates were used:

f) Standards and amendments to existing standards effective 1 November 2021

There are no standards, amendments to standards or interpretations that are effective for annual periods beginning on 1 November 2021 and 1 January 2022 that have a material effect on these Interim Financial Statements of the Company.

g) New standards, amendments and interpretations effective after 1 January 2023 and have not been early adopted

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 January 2023, and have not been early adopted in preparing these Interim Financial Statements. None of these are expected to have a material effect on these Interim Financial Statements of the Company.

h) Going concern

As at 31 March 2021, the Company had net assets of US$106.2 million and cash reserves of US$88.0 million. As at the date of these Interim Financial Statements, the Company had binding commitments in relation to the NISPI additional purchase price of up to US$22.0 million, which has a fair value of US$ nil (see note 19b)) and the acquisition of a 43% interest in SolarArise for approximately US$34.5 million, the consideration to be settled through the issue of new ordinary shares (see note 18c)). 

The major cash outflows of the Company are the payment of operating expenses (principally fees) and costs relating to the acquisition of new assets, which, to the extent not already committed to, are discretionary. The Company continues to meet its day-to-day liquidity needs through its cash reserves. At the date of these Interim Financial Statements, having reviewed the Company's cash reserves, investment commitments and anticipated annualised operating expenses, the Board is satisfied that the Company has substantial operating expenses cover. On the basis of this review, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of these Interim Financial Statements. Accordingly, the Directors have adopted the going concern basis in preparing the Interim Financial Statements.

3. Critical accounting estimates and judgements

The preparation of Interim Financial Statements in compliance with IFRS requires the use of certain critical accounting estimates. It also requires the Directors to exercise their judgement in the process of applying the Company's accounting policies. The areas which involve a higher degree of judgement or complexity and where assumptions and estimates are significant to the Interim Financial Statements, are set out below with further detail available in the relevant note to these Interim Financial Statements. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected and estimates and underlying assumptions are reviewed on an ongoing basis.

a) Critical accounting estimates and assumptions

Management makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities are as follows:

· Fair value of securities not quoted in an active market - see note 11a)

· Fair value of derivative financial liability - see note 12c)

Critical judgements

· Functional currency - see note 2e)

· Contingent consideration in relation to NISPI - see note 19b)

· IPO costs recognised in equity as a cost associated with the initial capital raise of the Company - see note 14

· Assessment of the Company as an Investment Entity - see note 2d)

4. Net gain on investments through profit or loss

As at 31 March 2022, the Company's investments comprised solely of 33,691 class E redeemable preferred shares in Negros Island Solar Power Inc., a Philippines platform that owns three operational solar plants. The investment was acquired on 18 December 2021 for an initial cash consideration of US$25.4 million and an additional contingent cash consideration of up to US$22.0 million. As at 31 March 2022, the fair value of the investment was US$27.1 million (see note 11a)) and the fair value of the contingent consideration liability was US$ nil (see note 19b).

The fair value of the investment held as detailed in note 11a) is US$27.1 million at 31 March 2022.

See note 11a) for further details on fair value held and sensitivities and note 17 in relation to fair value policy, methodology and assumptions.

5. Management fees

Management fees are payable quarterly in arrears and is calculated based on the published quarterly NAV. For the period from Listing to 31 March 2022, the Investment Manager was entitled to a management fee of US$438,000 of which US$438,000 is outstanding. See note 18d) for details on how the management fees are charged.

6. Directors' fees

Total Directors' fees from 14 December 2021 to 31 March 2022 were US$81,000. In the period from incorporation to 31 October 2021 and from 1 November 2021 until the date of Listing, Directors' fees were US$ nil. 

The Company had no employees during the period.

7. Administration and professional fees

During the period, the Company's auditor was paid £215,000 (US$282,000 equivalent) for their role as reporting accountant prior to the IPO. This fee was recognised directly in equity as a cost associated with the initial capital raising of the Company. 

Other legal and professional fees include broker fees, depositary fees and other ongoing operating expenses of advisors for the period ended 31 March 2022.

8. Other operating gains - net

9. Taxation

The Company is approved as an Investment Trust Company with effect at 9 November 2021 and is subject to tax at the UK corporation tax rate of 19%.

10. Earnings per share

The earnings per share amounts are calculated by dividing the profit or loss for the period attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares in issue during the period. 

11. Financial assets

The Company classifies its financial assets into the following measurement categories:

· those to be measured subsequently at fair value (either through profit or loss or through other comprehensive income); and

· those to be measured at amortised cost.

The classification depends on the Company's business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses are recorded either in profit or loss or in other comprehensive income. For investments in equity instruments that are not held for trading, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income. The Company has not made such an election.

a) Investments in financial assets held at fair value through profit or loss

A breakdown of the investments and assumptions applied to the valuation are described in note 17.

The valuation models include key judgements and assumptions for each investment made. Key sensitivities are presented below.

Significant inputs and the impact they could have on fair values held at 31 March 2022 are disclosed below:

b) Other receivables and prepayments

c) Cash and cash equivalents

The above cash and cash equivalents are held in the following currencies:

12. Financial liabilities

This note provides information about the Company's financial liabilities, including:

· an overview of all financial liabilities held by the Company;

· specific information about each type of financial liabilities; and

· accounting policies.

a) Trade and other payables

b) Amounts payable to related parties

c) Derivative financial liability

As at 19 November 2021, the Company has committed to issue a fixed number of ordinary shares, being 34,606,872 ordinary shares, in consideration for the acquisition of a 43% economic interest in SolarArise.

At 31 March 2022, the market price for the Company's shares was US$1.27, and therefore a liability existed in relation to the difference between the market price of the ordinary shares being issued and the fair value of the investments to be acquired.

At 18 May 2022, the Company has entered into an addendum to the agreement to extend the long stop date to 19 August 2022 and to revise the consideration payable to reflect the issuance of a variable number of ordinary shares, utilising an average 10-day share price for the period prior to issuance of the ordinary shares, which will equate to the fair value of SolarArise on 31 March 2022. Therefore, the derivative financial liability was extinguished on 18 May 2022 and the gain on extinguishment reflected is in the statement of other comprehensive income. At the date of these Interim Financial Statements, the acquisition has not completed.

Significant inputs and the impact they could have on fair values held at 31 March 2022 are disclosed below:

13. Equity

1The Company was incorporated on 6 September 2021 with share capital of £0.01, being 1 ordinary share of £0.01. 

2On 18 October 2021 the Company issued US$0.01 of ordinary share capital, being 1 ordinary share of US$0.01 and preference share capital of £50,000, being 50,000 preference shares of £1.00. On this date the Company cancelled the 1 ordinary share of £0.01.

3On 14 December 2021, the Board approved the placing and offer for subscription (together the "Placing") of 115,393,126 ordinary shares of US$0.01 each in the capital of the Company at a price of US$1.00 per ordinary share, raising gross proceeds of US$115 million.

4On 22 March 2022, the Company effected a capital reduction process which included the cancellation of the £50,000 of preference shares and the related reduction of an amount receivable from related parties of US$66,000 and the reduction of the share premium reserve and related transfer to the special distributable reserve of US$111,992,000. See note 14.

14. Reserves

15. Dividends

During the period, the Company has declared and paid no dividends. 

As disclosed in note 22, the Company declared a dividend at 12 May 2022 of 0.44 cents per share for the period to 31 March 2022. The dividend totalling US$0.5 million will be paid in June 2022.

16. Financial risk management

The Company is exposed to certain risks through the ordinary course of business and the Company's financial risk management objective is to minimise the effect of these risks. The management of risks is performed by the Directors and the exposure to each financial risk considered potentially material to the Company, how it arises and the policy for managing it is summarised below:

a) Credit risk

The Company is exposed to third-party credit risk in several instances and the possibility that counterparties with which the Company or its underlying investment's contract may fail to perform their obligations in the manner anticipated by the Company. Counterparty credit risk exposure limits are determined based on the credit rating of the counterparty. Counterparties are assessed and monitored on the basis of their ratings from Standard & Poor's and/or Moody's. No financial transactions are permitted with counterparties with a credit rating of less than BBB- from Standard & Poor's or Baa3 from Moody's unless specifically approved by the Board.

Credit risk is where the capital commitments are being made and is managed by diversifying exposures among a portfolio of counterparties and through applying credit limits to those counterparties with lower credit standing.

Cash and other assets that are required to be held in custody will be held at bank. Cash and other assets may not be treated as segregated assets and will therefore not be segregated from the bank's own assets in the event of the insolvency of a custodian. Cash held with the bank will not be treated as client money subject to the rules of the FCA and may be used by the bank in the ordinary course of its own business. The Company will therefore be subject to the creditworthiness of the bank. In the event of the insolvency of the bank, the Company will rank as a general creditor in relation thereto and may not be able to recover such cash in full, or at all.

Cash and bank deposits are held with major international financial institutions who each hold a Moody's credit rating of A2 or higher.

b) Liquidity risk

The objective of liquidity management is to ensure that all commitments which are required to be funded can be met out of readily available and secure sources of funding. The Company's only financial liabilities are trade payables, accrued expenses, other payables and a derivative financial liability, although the Company has a contingent liability in relation to contingent consideration payable under the NISPI sale and purchase agreement (see note 19b)) for further information). The Company intends to hold sufficient cash to meet the working capital needs over a horizon of at least the next 6 months.

At 31 March 2022, the Company held cash and cash equivalents of US$88.0 million and had trade and other payables including amounts payable to related parties of US$0.7 million. Cash flow forecasts are prepared on a quarterly basis for a rolling 6-month period to assist in the ongoing analysis of short term cash flow.

The following table reflects the maturity analysis of financial assets and liabilities. The Company uses different methods to measure and manage the various types of risk to which it is exposed; as explained below.

Market risk

The Company operates internationally and holds both monetary and non-monetary assets denominated in currencies other than US Dollars, the functional currency. Foreign currency risk, as defined in IFRS 7, arises as the value of future transactions, recognised monetary assets and monetary liabilities denominated in other currencies fluctuate due to changes in foreign exchange rates. IFRS 7 considers the foreign exchange exposure relating to non-monetary assets and liabilities to be a component of market price risk not foreign currency risk. However, the Investment Manager monitors the exposure on all foreign currency denominated assets and liabilities.

It is anticipated that the Investment Manager will secure hedging cover to the US Dollar for anticipated dividends not denominated in US dollars for at least the two subsequent financial years on a rolling basis. In relation to local currency debt facilities held at the investment entity level, these are and should be in the same currency as the offtake agreement, which provides a natural offsetting hedge. The Investment Manager also includes prevailing assumptions on annualised currency depreciation in its financial projections, such that any such financial models contain anticipated changes in currency value.

At 31 March 2022, the Company has not entered into any foreign exchange hedging transactions for the purpose of managing its exposure to foreign exchange movements (both monetary and non-monetary).

When the Investment Manager formulates a view on the future direction of foreign exchange rates and the potential impact on the Company, the Investment Manager factors that into its portfolio allocation decisions. While the Company has direct exposure to foreign exchange rate changes on the price of non-US Dollar denominated investments, it may also be indirectly affected by the impact of foreign exchange rate changes on the earnings of certain companies in which the Company invests, and therefore the below sensitivity analysis may not necessarily indicate the total effect on the Company's net assets attributable to shareholders of future movements in foreign exchange rates.

The tables below summarise the Company's assets and liabilities, monetary and non-monetary, denominated in the currencies the Company is exposed to:

In accordance with the Company's policy, the Investment Manager monitors the Company's monetary and non-monetary foreign exchange exposure on a daily basis, and the Directors review it on a quarterly basis.

The sensitivity analysis to the Company's exposure to fluctuations in foreign exchange rate is based on the assumptions that the relevant foreign exchange rate increased/decreased by a reasonable percentage, with all other variables held constant. A 5% fluctuation represents the Investment Manager's best estimate of a reasonable possible shift in the foreign exchange rates, having regard to historical volatility of those rates.

At 31 March 2022, had the PHP strengthened by 5% in relation to US Dollars, net assets and profit would have increased by US$1.4 million. A 5% weakening of the PHP against US Dollars would have decreased net assets and profit by US$1.3 million.

The Company is exposed to equity securities price risk and derivative price risk. This arises from investments held by the Company for which prices in the future are uncertain. Where non-monetary financial instruments - for example, equity securities - are denominated in currencies other than the US Dollars, the price initially expressed in foreign currency and then converted into US Dollars will also fluctuate because of changes in foreign exchange rates.

The Company's policy is to manage price risk through diversification and selection of securities and other financial instruments within specified limits set out in the Company's investment policy or otherwise set by the Board. Under the Company's investment policy, no more than 50% of the Company's GAV (measured at the time of investment) may be invested in any single country. 

The Company's policy also limits individual investments to no more than 25% of GAV, when the NAV is up to and including US$1 billion.

The price effect on the Company's investment is further considered in note 11a) primarily being future power prices.

Interest rate risk arises from the effects of fluctuations in the prevailing levels of markets interest rates on the fair value of financial assets and liabilities and future cash flow. Additionally, the Company holds cash at bank which has a maturity of less than one year. The Company has no borrowings at 31 March 2022. Therefore, the Company's exposure to interest rate risk is limited.

Capital risk management

The capital structure of the Company at the period-end consists of equity attributable to equity holders of the Company, comprising issued capital, reserves and accumulated earnings. The Board continues to monitor the balance of the overall capital structure so as to maintain investor and market confidence. The Company is not subject to any external capital requirements.

17. Fair value estimation

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 - quoted prices (unadjusted) in active markets for identical assets or liabilities.

· Level 2 - inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e., as prices) or indirectly (i.e. derived from prices).

· Level 3 - inputs for assets or liabilities that are not based on observable market data (unobservable inputs).

The following table analyses within the fair value hierarchy the Company's assets and liabilities measured at fair value at 31 March 2022:

The investment in NISPI is recognised at fair value through profit or loss and is classified as Level 3 in the fair value hierarchy

The derivative financial liability at fair value through the profit or loss is classified as Level 2 in the fair value hierarchy. 

No transfers between levels took place during the period. The fair value of assets and liabilities held at 31 March 2022 equal their carrying value. In accordance with the guidelines of the Company's valuation policy, all assets held have been valued by an external valuation expert.

a) Valuation approach and methodology

Fair value for investments which are operational is derived using a DCF methodology. For investments that are not yet operational or where the completion of the acquisition by the Company has not occurred at the time of valuation, the purchase price of the relevant investment is normally used as an appropriate estimate of fair value provided no significant changes to key underlying economic considerations (such as major construction impediments or natural disasters) have arisen.

In a DCF analysis, the fair value of the investments is the present value of the asset's expected future cash flows, based on a range of operating assumptions for revenues and costs and an appropriate discount rate.

The Investment Manager has reviewed a range of sources in determining the fair market valuation of the investments, including but not limited to:

- discount rates publicly disclosed by the Company's global peers;

- discount rates applicable to comparable infrastructure asset classes; and

- capital asset price model outputs and implied risk premium over relevant risk-free rates.

A broad range of assumptions are used in valuation models. Given the long-term nature of the assets, valuations are assessed using historical data, when operational, across the asset life. Where possible, assumptions are based on observable market and technical data. The Investment Manager may also engage technical experts, such as long-term electricity price forecasters, to provide long-term data for use in its valuations when possible for the applicable market. The independent external valuation expert assesses these forecast prices for reasonableness against their own internal forecasts and others in the marketplace.

b) Valuation process for the investment portfolio

The Investment Manager prepares a valuation model for review by the Company's independent external valuation expert to calculate the fair value of its operating renewable energy assets. The independent external valuation expert then produces a range of fair values based on their own financial model. The independent external valuation expert has significant experience in estimating the fair value of solar and other renewable energy assets. In accordance with Company policy, the fair values of all operating assets held at 31 March 2022 were reviewed by an independent external valuation expert. The resultant valuation has been calculated in accordance with IFRS and the International Private Equity and Venture Capital Valuation guidelines.

The discount rates used by the independent external valuation expert are detailed in note 11a).

c) Sensitivity analysis

The key assumptions the Directors believe would have a material impact upon the fair value of the investments should they change are set out below. The sensitivities assume the relevant input is changed over the entire useful life of each of the underlying renewable energy investments, while all other variables remain constant. All sensitivities have been calculated independently of each other. The Directors consider the changes in inputs to be within a reasonable expected range based on their understanding of market transactions. This is not intended to imply that the likelihood of change or that possible changes in value would be restricted to this range. Key unobservable inputs are future power price, generation and discount rate.

The sensitivities are detailed in note 11a).

Sensitivities may include the following dependent on the investment:

(i) Market price for electricity -For investments not under a PPA, e.g. NISPI or for investments outside the term of the PPA, the Directors use long-term electricity price forecasts that have been prepared by the Investment Management in conjunction with the investment entities commercial operations department in their determination of the fair value.

The sensitivities show the impact of an increase / decrease in power prices for each year of the power price curve for each plant over the plant's remaining economic life. A flat 10% increase / decrease in market electricity prices from forecasted levels over the remaining asset life of all plants have been used in the sensitivity analysis.

(ii) Generation - Each asset's valuation assumes a P50 level of electricity output based on yield assessments prepared by technical advisors, adjusted for any curtailment or operating provisions. The P50 output is the estimated annual amount of electricity generation that has a 50% probability of being exceeded - both in any single year and over the long term - and a 50% probability of being underachieved. The P50 provides an expected level of generation over the long-term. A movement of 10% to the generation profile across the life of the asset has been used in the sensitivity analysis.

(iii) Discount rate - The sensitivity demonstrates the impact of a change in the discount rate applied to the pre-tax, equity cash flows from all of the Company's investments. A range of +/- 0.5% has been considered to determine the resultant impact on the Company's NAV per share and the fair value of its investments.

(iv) Foreign exchange rate - The sensitivity demonstrates the impact of a change in the US Dollar strengthening against the relevant local currency in which the investment is held. The sensitivity assumes a 5% change to determine the resultant impact on the Company's NAV per share and the fair value its investment.

(v) Inflation - The sensitivity assumes a 0.5% increase or decrease in inflation relative to the base case for each year of the asset life.

18. Related party transactions

a) Non-executive Directors

Directors are paid fees of £50,000 per annum. Total Directors' fees of US$81,000, including relevant taxes, have been incurred in respect of the period since the Listing with US$20,000 outstanding and payable at 31 March 2022.

b) NISPI acquisition

On 19 November 2021, the Company, entered into an agreement to purchase 33,691 class E redeemable preferred shares in NISPI from ThomasLloyd CTI Asia Holdings Pte Ltd, a related party of the Investment Manager. The sale and purchase agreement provided for an initial cash consideration of US$25.4 million and an additional contingent cash consideration of up to $22.0 million. The initial consideration was supported by an independent external valuation opinion, which was included in the Company's prospectus dated 19 November 2021. On 18 December 2021, the Company completed the acquisition.

The contingent consideration is dependent on NISPI being awarded, before June 2023, a power purchase agreement pursuant to a green energy auction carried out by the Department of Energy of the Philippines. Should this occur, an independent external valuation expert will be engaged to update the valuation opinion in the Prospectus to reflect the terms of that power purchase agreement. If the updated valuation is higher than the initial valuation, an amount equal to 85% of the difference between to the initial valuation and updated valuation will be paid in US Dollars as additional consideration, subject to a maximum of US$22.0 million.

Under the sale and purchase agreement entered into on 19 November 2021, any contingent consideration would have been payable 10 business days after the green energy auction purchase price agreement having been awarded. On 10 June 2022, the parties to the sale and purchase agreement agreed to extend the date for payment of any contingent consideration to the earlier of (i) 31 December 2026 and (ii) 10 business days after a further capital raise by the Company the purpose of which includes funding payment of contingent consideration (or, if the updated valuation has not been received prior to such fund raise, 10 business days after the updated valuation has been received).

c) SolarArise acquisition

On 19 November 2021, the Company entered into a sale and purchase agreement to acquire a 43% interest in SolarArise from related parties to the Investment Manager, being ThomasLloyd SICAV - Sustainable Infrastructure Income Fund, ThomasLloyd Cleantech Infrastructure Fund and ThomasLloyd Cleantech Infrastructure Holding GmbH. In consideration for the interest in SolarArise, the Company will issue Ordinary Shares to the sellers. 

The sale and purchase agreement provided for the consideration of US$34.6 million to be settled by the issue of 34,606,872 ordinary shares in the Company (equivalent to an issue price of US$1.00 per share). The initial consideration was supported by an independent external valuation opinion, which was included in the Company's prospectus dated 19 November 2021. At 31 March 2022, the acquisition remained subject to final completion procedures.

Under the sale and purchase agreement entered into on 19 November 2021, completion of the acquisition was subject to a longstop date of 19 May 2022 unless the parties agreed to extend the longstop date, in which event a further valuation would be carried out for the purposes of section 593 of the Companies Act 2006 and the consideration value and number of ordinary shares to be issued would be adjusted to reflect that further valuation. On 18 May 2022, the parties to the sale and purchase agreement agreed to extend the longstop date to 19 August 2022, update the consideration value to be equal to the value of the interest being acquired as at 31 March 2022 as opined on by an independent external valuation expert and change the number of ordinary shares to be issued as consideration from a fixed number to a variable number. The number of ordinary shares to be issued will be determined by the price at which they are issued, being the higher of (i) US$1.00 and (ii) the average closing market price of the Company's ordinary shares on the 10 dealing days preceding the date of allotment of the shares (adjusted for any dividends announced by the Company which have an ex-dividend date prior to completion).

As of 31 March 2022, utilising a fair value from an independent external valuation expert, the consideration would have been US$34.5 million. At the date of these Interim Financial Statements, the acquisition of the 43% interest in SolarArise remains subject to final completion procedures.

d) Investment Manager

The Investment Manager fee is disclosed in note 5. The fees payable to the Investment Manager (exclusive of value added tax) payable quarterly in arrears is calculated at the following rates:

During the period, the Investment Manager has reimbursed the Company for IPO expenses in excess of 2% of IPO proceeds. Amounts receivable at 31 March 2022 was US$ nil.

Amounts payable to the Investment Manager at 31 March 2022 were US$0.4 million.

19. Capital commitments and contingent assets and liabilities

a) SolarArise

Details of the SolarArise acquisition, including the number of ordinary shares to be issued by the Company as consideration, are disclosed in note 18c). As at 31 March 2022, the acquisition remained subject to final completion of procedures and the number of ordinary shares to be issued as consideration was 34,606,872. As at the date of this interim report, the acquisition remained subject to final completion of procedures and the number of ordinary shares to be issued had been changed to a variable number to be calculated as described in note 18c).

b) NISPI - contingent consideration

The Company has a contingent liability in respect of a contingent consideration payable to the sellers of NISPI, as disclosed in note 11. The liability is capped at US$22.0 million and the fair value has been determined to be US$ nil. 

20. Investments

Details of the Company's underlying investments are listed below:

NISPI's registered address is Emerald Arcade, F.C. Ledesma Street, San Carlos City, Negros Occidental, Philippines.

21. Alternative performance measures

We assess our performance using a variety of measures that are not specified or specifically defined under IFRS. Such measures are termed as alternative performance measures ("APMs"). We believe that our APMs, which are not considered to be a substitute for or superior to IFRS measures, provide stakeholders with additional helpful information on the performance of the Company. We have presented NAV - adjusted and NAV per share - adjusted to remove the impact of the derivative financial liability at 31 March 2022 which has been extinguished on 18 May 2022. Details of this liability and its extinguishment are included in note 12 to these Interim Financial Statements. It should be noted that APMs may not be comparable to other similarly titled measures of other companies.

NAV - adjusted and NAV per share - actual and adjusted

NAV per share represents net assets divided by the number of ordinary shares in issue

Adjusted NAV represents the net assets after excluding the non-cash fair value loss on embedded derivatives which was extinguished on 18 May 2022. 

Adjusted NAV per share reflects Adjusted NAV divided by the number of ordinary shares in issue.

22. Events after the balance sheet date

There have been no reportable events after the balance sheet date, other than as described below: