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REG - Atrato Onsite Energy - Interim Results to 31 March 2022

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RNS Number : 6560N  Atrato Onsite Energy PLC  06 June 2022

LEI: 213800IE1PPREDIIZB62

 

ATRATO ONSITE ENERGY PLC

INTERIM RESULTS FOR THE PERIOD FROM INCORPORATION TO 31 MARCH 2022

 

Atrato Onsite Energy plc (the "Company") is pleased to announce its unaudited
interim results for the period from incorporation on 16 September 2021 to 31
March 2022 (the "Period").

 

Key metrics

                                                  As 31 March 2022

                                                  (unaudited)
 Net Asset Value ("NAV")                          146.1m
 NAV per Ordinary Share (p)                       97.4p
 Ordinary Share price (p)                         112.5p
 Ordinary Share price premium to NAV              15.5%
 Target dividends per Ordinary Share (p) FY 2022  5.0p
 Ongoing charges ratio                            1.5%

 

Highlights in the Period

 

·    The Company raised proceeds of £150 million through a significantly
oversubscribed Initial Public Offering ("IPO") in November 2021, becoming the
first UK investment trust focused predominantly on commercial rooftop solar.

·    The Company was awarded the LSE Green Economy Mark at IPO,
recognising its contribution to environmental objectives.

·    18 tonnes of CO(2) equivalent avoided during the Period.

·    Current high energy prices are supporting higher price power purchase
agreements ("PPAs").

·    Higher procurement costs have been more than offset by higher PPA
rates.

 

Post Period End

 

·      Since 31 March 2022, the Company acquired an additional solar PV
asset with an installed capacity of 6.1 MW. The site is fully operational.

·      The Company declared its first interim dividend of 1.76p per
Ordinary Share and remains on track to deliver its 5 pence per Ordinary Share
(annualised) target for the financial year ending 30 September 2022.

·    The Company is in late-stage negotiations over £35m-£45m of
pipeline assets that are expected to close within the next three months. A
further £80m-£90m of assets are currently in due diligence.

·    Since IPO there has been a substantial increase in large-scale
behind-the-meter solar PV opportunities (>£5m per opportunity) within the
Company's pipeline

·    The pipeline available to the Company has grown from £318 million at
IPO to £391 million as at 6 June 2022.

 

 

About the Company

 

Atrato Onsite Energy plc (LSE: ROOF) is a new investment company focussed on
UK commercial rooftop solar, helping corporate clients achieve net zero and
reduce their energy bills. ROOF's onsite green energy generation provides new
renewable energy capacity with 100% carbon traceability.

 

The Company provides investors with attractive capital growth and long dated,
index-linked income, targeting a 5% dividend yield and a total shareholder
return of 8 - 10%.

 

Atrato Onsite Energy plc raised £150 million in a significantly
oversubscribed IPO in November 2021. Atrato Partners Limited is the Company's
Investment Adviser.

 

Further information is available on the Company's website www.atratoroof.com
(http://www.atratoroof.com)

 

For further information please contact

Atrato Partners Limited                +44 (0)7795 975 560

Gurpreet Gujral

Francisca Wiggins

Christopher Fearon

 

Alvarium Securities Limited

Mark Thompson                              +44
(0)20 7016 6711

Eddie
Nissen                                   +44
(0)20 7016 6713

Oliver
Kenyon                                  +44
(0)20 7016 6704

 

Kaso Legg Communications        atrato@kl-communications.com
(mailto:atrato@kl-communications.com)

Charles Gorman                              +44
(0)20 3995 6673

Charlotte Francis                             +44
(0)20 3995 6699

Millie
Steyn
+44 (0)20 3995 6671

 

 

 

CHAIR'S STATEMENT

I am pleased to present the unaudited interim results for the Company for the
Period from incorporation on 16 September 2021 to 31 March 2022.

IPO

The Board of Directors (the "Board") was delighted with the support shown from
a broad range of investors at IPO. The £150 million fundraising target was
significantly oversubscribed, underlining both the differentiated nature of
the Company's offering as well as the demand for renewable energy investment
opportunities.

Market backdrop

Recent record wholesale energy prices in the UK have been a positive tailwind
for our investment strategy as our commercial rooftop solar solution now
offers an even greater cost saving when compared to buying electricity from
the grid. We are also seeing an ever-increasing importance being placed on the
net zero agenda by landlords and corporates. This macroeconomic backdrop has
driven a notable growth in the Company's available pipeline, and we are well
positioned to capture the increased corporate demand for renewable energy
solutions.

Deployment update

The Investment Adviser has worked hard to set the foundations for the future
growth of the Company. It has made a significant investment in the team with
eight full time employees dedicated to the Company's strategy. We have made
our first investment during the Period and a further investment post Period
end. We have experienced some delays in our pipeline execution, however we
expect the time taken to complete transactions to improve as the Investment
Adviser implements more standardised approaches for deal execution. We remain
confident that the proceeds of the IPO will be substantially committed in the
first year following IPO.

Dividends

The Company aims to provide investors with capital growth alongside a dividend
that increases progressively, underpinned by the contractual index linkage
within our PPA agreements.

In April we declared our first interim dividend of 1.76 pence per Ordinary
Share, as targeted. This represents the first payment under the Company's
annualised dividend target, as set out at IPO, of 5 pence per Ordinary Share
for the financial period ending 30 September 2022.

Outlook

We are excited by the outlook for onsite solar in the UK. We have been focused
on building the business and intend to be the partner of choice for landlords
and corporates who wish to decarbonise their estate and take advantage of low
cost, renewable energy with minimal exposure to wholesale power price
movement.

I would like to thank all our shareholders for their support since IPO. We
look forward to delivering on our commitments to shareholders, both financial
and sustainable.

 

Juliet Davenport OBE

Chair

1 June 2022

 

 

INVESTMENT ADVISER'S REPORT

Atrato Partners Limited is the Investment Adviser to Atrato Onsite Energy plc
and is pleased to report on the operations of the Company for the Period.

The Investment Adviser is responsible for the sourcing and acquisition of
assets as well as the day to day management of the Company's investment
portfolio in accordance with the Company's investment objectives and
restrictions, subject to overall supervision and approval by the Board.

The team is led by Francisca Wiggins and Gurpreet Gujral who between them have
extensive experience in the renewables sector. Since IPO the Investment
Adviser has significantly grown its renewable energy team, which now comprises
8 dedicated people. Further details can be found on the Investment Adviser's
website at www.atratogroup.com.

 

Investment portfolio

As at 6 June 2022, the Company's investment portfolio consisted of the
following assets:

 

 Technology  Country  Capacity  PPA length  Status       Acquisition date  Subsidy

                      (MW)      (years)
 Solar PV    UK       0.9       25.5        Operational  11 Feb 2022       No
 Solar PV    UK       6.1       13.0        Operational  31 May 2022       Yes

 

Portfolio Performance

As the Company is currently in its initial deployment phase, at the end of the
Period there were limited operational assets in the portfolio. Performance
parameters for these are shown in the table below.

 

 Installed operational capacity                   976 kW
 Total generation during Period                   77,000 kWh
 Average load factor (March 2022)                 9.4%
 Avoided emissions                                17,800 kgCO(2e)
 Equivalent emission saving                       63,000 miles in an average petrol-powered car
 12-month emission saving from committed capital  1,400,000 kgCO(2e)

The portfolio of operational assets, which was commissioned on time and in
budget, has performed in line with expectations for this phase of the asset.

Pipeline

The Company has developed a pipeline of assets with varying maturity totalling
496 MW and including 55 MW of operational assets, with the remaining majority
being new origination projects. The pipeline available to the Company has
grown from £318 million at IPO to £391 million as at 1 June 2022. The
current pipeline includes 8 large scale projects with an average investment
value of £15m. The breakdown of larger scale projects and the likely
deployment phasing is illustrated in the table below.

 

 Timing              Number of large scale projects (>£5m)      Total expected value (£)
 Less than 3 months  2                                          35m-45m
 3-6 months          6                                          80m-90m

Financial Performance

The financial statements of the Company for the Period ended 31 March 2022 are
set out in this interim report. These interim financial statements have been
prepared in accordance with international accounting standards in conformity
with the requirements of the Companies Act 2006 and the applicable legal
requirements of the Companies Act 2006. In order to continue providing useful
and relevant information to its investors, the financial statements also refer
to the "intermediate holding company", which is the Company's wholly owned
subsidiary, Atrato Onsite Energy HoldCo Limited.

Net Assets

Company net assets were £146.1 million as at 31 March 2022.

The net assets of £146.1 million comprise the fair value of the Company's
investments of £1 million and the Company's cash balance of £145.8 million,
offset by £0.7 million of Company net liabilities.

 

Analysis of the Company's net assets at 31 March 2022

                                    £m
 Fair value of portfolio of assets  1.0
 Fair value of investments          1.0
 Cash                               145.8
 Net liabilities                    (0.7)
 Net asset value at 31 March 2022   146.1
 Number of shares                   150.0
 Net asset value per share (pence)  97.43

 

Revenues

The Company's portfolio has c97% of its revenue contracted, through PPAs, as
at 31 March 2022. The portfolio benefits from fixed price revenue (with annual
escalators) through PPAs. The fixed price contracts mitigate market risk for
the term of the contracts.

Decarbonisation and the investment opportunity

The geopolitical backdrop over the Period has intensified the drive for
improved energy solutions, shining a spotlight on the importance of security
of supply and price stability.  Alongside this, there has been continued
growth in demand for corporate decarbonisation. The Science Based Targets
Initiative ("SBTi") now reports 571 UK companies taking action, of which 244
have had their targets independently validated by the SBTi.

Onsite solar generation offers multiple advantages to customers, including:

·      full traceability of supply;

·      emission free generation (Scope 2 emissions);

·      reduced reliance on imported electricity with the associated
transmission and distribution losses of a centralised system (Scope 3
emissions); and

·      long term power price certainty.

 

These advantages underpin the opportunity to drive market growth, building on
the UK's 450 MW of non-subsidy commercial rooftop solar PV capacity as at the
end of 2021. Overall, the total capacity of solar PV projects in planning or
awaiting construction in the UK has increased by almost 300% between April
2020 and March 2022, translating into an average quarter-on-quarter increase
of 26%.

The focus on decarbonisation, both domestically and corporately, is reflected
in the growth in demand for Renewable Energy Guarantees of Origin certificates
("REGOs") and a commensurate increase in price. REGOs are awarded for each
unit of generation from an accredited source, with so-called "deep green"
REGOs from hydro, wind and solar sources now attracting a premium over fuelled
REGOs from sources such as biofuels. The price realised for deep green REGOs
in a February 2022 auction stood at £7.15 per MWh, up from just £0.16 per
MWh a year previously.

Power prices

The Period has seen a continuing climate of unprecedented wholesale
electricity prices, with the monthly average EPEX spot price increasing by
337% in the 12 months to March 2022.  This naturally drives higher retail
electricity prices, and commercial consumers are especially exposed to this
price volatility as they do not benefit from the domestic energy cap.

The Company's primary objective is to secure long-term and fixed PPAs with
onsite consumers, but as it typically exports surplus generation to the grid,
it is a beneficiary of higher wholesale prices in respect of that export. The
more significant advantage of these high prices, however, is that it drives
more corporate consumers towards solar generation, either via a self-funded
route or through onsite PPAs, which deliver lower and more stable energy costs
than grid imports, thus enlarging the Company's addressable market.

Financing

The Company has not sought any external financing in the Period as its
immediate priority is the investment of the IPO proceeds. However, the Company
engages regularly with debt providers in order to maintain up-to-date
assumptions about the prospects and pricing for securing senior debt against
appropriate parts of its portfolio in future, in line with its stated
investment policy.

 

Going concern

 

The Directors have adopted the going concern basis in preparing the interim
accounts. The following is a summary of the Directors' assessment of the going
concern status of the Company.

The Directors have a reasonable expectation that the Company has adequate
resources to continue in operational existence for at least twelve months from
the date of this report. In reaching this conclusion, the Directors have
considered the liquidity of the Company's potential portfolio of investments
as well as its cash position, income and expense flows. As at 31 March 2022,
the Company held £145.8 million in cash. The Company's net assets at 31 March
2022 were £146.1 million. At 31 March 2022, the Company had no commitment
other than the commitment set out in the Prospectus to invest the net IPO
proceeds as set out in the Prospectus dated 1 November 2021.

The Company intends to predominantly invest in development sites during the
course of the next 12 months, within the UK. The Company may also invest in
Ireland. With each investment the Company will deploy capital into a Special
Purpose Vehicle ("SPVs") using a combination of equity and interest-bearing
shareholder loans.

Future revenue is principally expected to be derived through loan interest and
dividends from profit generated by underlying investments held within the
SPVs. Having regard to the current pipeline combined with current cash
balances, the Directors consider the Company to be in a position to meet its
current and future liabilities over the next 12 month period.

In light of the conflict of Russia and Ukraine, the Directors have considered
any potential impact on the Company portfolio, limitations on operations and
procurement processes, and the current investor base and does not foresee any
material adverse impact for next 12 months. Energy prices can fluctuate as a
result of the conflict, which the Directors closely review from time to time;
however, no material adverse impact on the business is expected.

The Directors have considered the impact of the UK's withdrawal from the
European Union and COVID-19 on the Company's portfolio of investments and that
any future prolonged and deep market decline would likely lead to falling
values in the Company's investments and/or reduced income receipts. However,
as explained above, the Company has sufficient liquidity available to meet its
expected future obligations. In addition, the Directors believe that the
Company and its key services providers have in place appropriate business
continuity plans and will continue to maintain service levels throughout the
pandemic.

At the date of approval of this document, based on the aggregate of
investments and cash held, the Company has substantial operating expenses
cover.

 

ESG Report

During the Period the Investment Adviser appointed a Head of Sustainability,
Christoph Scaife, who is responsible for the development and implementation of
the Company's ESG and impact strategies. He is focused on helping the
Investment Adviser team in developing robust processes and frameworks to
integrate the sustainability goals set out at IPO into  the broader
investment process.

A new sustainable strategy

The Investment Adviser is developing an integrated strategy that takes into
account ESG related risks as well as articulating and quantifying impact
opportunities. The Company invests in onsite sustainable energy solutions that
facilitate savings in greenhouse gases and contribute to the net zero
transition both for the off-taker but also for the UK as a whole.

The Company's investments help corporates and landlords to decarbonise their
buildings and reduce their reliance on fossil fuels. Investors in the Company
are therefore supporting the shift towards sustainable methods of energy
generation. The Company aims to increase investment into the renewable energy
space and help speed up the transition to a sustainable future.

Standards and organisations

In March 2022, the Investment Adviser submitted an application to the United
Nations Principles for Responsible Investing ("PRI") on behalf of the Company.
The Company will disclose its first PRI based annual report in 2023. This will
be done in conjunction with the Company's first carbon disclosure reporting
efforts. To measure the Company's impact and contribution to the green
economy, the Company has adopted the UN Sustainable Development Goals and the
recommendations of the Task Force on Climate-related Financial Disclosures
("TCFD"). The Company was delighted to achieve the LSE Green Economy Mark at
IPO.

Addressing supply chain issues

In accordance with the Company's Prospectus and following the identification
of modern slavery and human trafficking risks within the solar panel supply
chain, the Company drafted a statement which sets out the requirement that the
Company and its business partners operate with a zero-tolerance approach to
modern slavery.

The Modern Slavery and Human Trafficking statement is supported by a newly
developed Module Procurement Policy which mitigates the risk of the Company
supporting any forced labour through its procurement of new solar modules for
its projects, and to ensure that the Company drives ethical procurement
practices through the module supply chain. This Module Procurement Policy does
not limit the Company's wider commitment to ethical procurement and its
condemnation of all forms of modern slavery. However, it is also recognised
that the Company may invest in projects that have completed procurement or
installations and, as a result, these assets may present historical exposure
to modern slavery and forced labour practices. These projects are immediately
put into an improvement plan and when required they will be replaced with
panels from approved supply chains.

This Module Procurement Policy will continue to evolve as more information
becomes available and standardised approaches to supply chain diligence are
developed, including via industry groups such as Solar Energy UK, of which the
Company is a member.

The Company's objective is to use its position as a significant investor in UK
rooftop solar to influence the behaviours and practices of module suppliers to
eliminate the practices of modern slavery in their supply chains.  The
Investment Adviser is responsible for maintaining the Module Procurement
Policy for review and approval by the Company's Board of Directors.

The Board's obligations and commitments relating to equipment procurement are
documented in the Modern Slavery and Human Trafficking statement and were
included in the Company's Prospectus of 1 November 2021 (Part 4 ESG and
Sustainability).

 

Task Force on Climate-related Financial Disclosures

The Company is a supporter of TCFD. The Company has regard to TCFD
recommendations in integrating climate-related risks and opportunities into
its governance, strategy, risk management and scenario analysis.

 

Atrato Partners Limited

Investment Adviser

1 June 2022

 

 

Principal risks and uncertainties

The Company's approach to risk governance and its risk review process are set
out in the risks and risk management section of the 2021 Prospectus. The key
principal risks and uncertainties for the remaining six months of the
financial year are:

·      Increased procurement costs - Due to high levels of inflation,
the cost of procuring materials necessary for solar PV installations may be
higher than at IPO. Where the Company is unable to offset the increased
procurement cost through an increased PPA price, the Company's project level
target returns may not be met.

·      Inflation - If current levels of inflation are maintained,
potential off-takers may be unwilling to enter into inflation linked PPAs.
This may result in the Company securing fewer inflation linked cashflows.

·      Deployment - The Company is not guaranteed to be able to commit
and deploy into accretive opportunities within the 12-month timeframe. There
can be no assurance that the Company's pipeline will be available for purchase
or development or at what price such investments can be acquired or
progressed.

·      Contract counterparty credit risk - The Company's revenues will
be dependent on onsite users that have contracted under PPAs to pay for
electricity generated by solar PV systems. If such counterparties do not
fulfil their contractual obligations, the Company may be forced to seek
recourse against them.

·      Risks relating to pre-installation assets - A significant
proportion of the Company's pipeline consists of pre-installation assets,
which are assets which do not yet have in place all the necessary consents,
rights, and agreements to proceed to the installation phase. There is a risk
that these assets may take more time than anticipated to develop into
installation assets.

·      Geopolitical risk - The ongoing conflict in Ukraine is leading to
higher power prices which has led to a windfall tax on UK oil and gas
producers. It is possible that there will be further political intervention to
reduce prices which could affect renewables producers including the Company.

·      Government policy change - The Company's renewable investments
generate revenue from private PPAs and in some cases, government supported
subsidies. There may be changes in government policy which could impact the
value of the Company's investments.

The risks outlined here and in the Prospectus are mitigated by the Investment
Adviser's strategy, experience and the diversification of the Company's
pipeline.

 

Alternative Investment Fund Manager (the "AIFM")

JTC Global AIFM Solutions Limited was appointed with effect from IPO as the
AIFM under the terms of the AIFM agreement and in accordance with the AIFM
Directive.

The AIFM is authorised and regulated by the GFSC.

The AIFM is responsible for the day to day management of the Company's
investments, subject to the investment objective and investment policy and the
overall supervision of the Directors. The AIFM is also required to comply with
on-going capital, reporting and transparency obligations and a range of
organisational requirements and conduct of business rules. The AIFM must also,
adopt a range of policies and procedures addressing areas such as risk
management, liquidity management, conflicts of interest, valuations,
compliance, internal audit and remuneration.

 

Directors' responsibility statement

The Directors acknowledge responsibility for the interim results and approve
this interim report. The Directors confirm that to the best of their
knowledge:

a)   the condensed interim financial statements have been prepared in
accordance with IAS 34 "Interim Financial Reporting" as contained in
UK-adopted IFRS and give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company as required by the FCA's
Disclosure Guidance and Transparency Rules DTR 4.2.4R; and

 

b)   the interim management report, including the Chair's Statement and
Investment Adviser's Report, includes a fair review of the information
required by DTR 4.2.7R and DTR 4.2.8R.

This responsibility statement has been approved by the Board of Directors

 

For and on behalf of the Board of Directors

Juliet Davenport OBE

Chair

1 June 2022

 

 

Results

Unaudited Condensed Statement of Comprehensive Income

Period from Incorporation on 16 September 2021 to 31 March 2022

 

                                              Notes  Revenue  Capital  Total
                                                     £'000    £'000    £'000
 Fair value of investments                    4(c)   -        103      103
 Investment management fees                   5      (382)    -        (382)
 Other expenses                                      (611)    -        (611)
 Loss on ordinary activities before taxation         (993)    103      (890)
 Taxation                                            -        -        -
 Loss on ordinary activities after taxation          (993)    103      (890)
 Loss per share                                      (0.01)   -        (0.01)

 

 

 

The "Total" column of the Condensed Statement of Comprehensive Income is the
profit and loss account of the Company.

 

All revenue and capital items in the above statement derive from continuing
operations. No operations were acquired or discontinued during the Period.

 

Loss on ordinary activities after taxation is also the "Total comprehensive
loss for the Period".

 

The accompanying notes are an integral part of these interim financial
statements.

 

Unaudited Condensed Statement of Financial Position

As at 31 March 2022

 

 

                                                           Notes                         £'000

 Non-current assets
 Investments at fair value through profit or loss          4(b)                          1,024

 Current assets
 Cash and cash equivalents                                                               145,828
 Trade and other receivables                                                             6
                                                                                         145,834
 Current liabilities: amounts falling due within one year
 Trade and other payables                                                                (716)
                                                                                         (716)
 Net current assets                                                                            145,118
 Total assets less current liabilities                                                   146,142

 Capital and reserves: equity
 Share capital                                             7                             1,500
 Capital reduction reserve                                 7                             145,532
 Revenue reserve                                                                         (890)
 Shareholders' funds                                                                           146,142

 Net assets per Ordinary Shares (GBP pence)                              8                           97.4

 

 

The interim accounts were approved and authorised for issue on 1 June 2022.

 

The accompanying notes are an integral part of these interim financial
statements.

 

Unaudited Condensed Statement of Changes in Equity

Period from Incorporation on 16 September 2021 to 31 March 2022

 

 

                                          Notes  Share capital  Share premium  Capital reduction reserve  Capital reserve  Revenue reserve  Total

                                                 £'000          account        £'000                      £'000            £'000            £'000

                                                                £'000

 Opening equity as at 16 September 2021          -              -              -                          -                -                -
 Shares issued in the Period              7      1,500          148,500        -                          -                -                150,000
 Share issue cost                                -              (2,968)        -                          -                -                (2,968)
 Transfer to capital reduction reserve    7      -              (145,532)      145,532                    -                -                -
 Profit/(loss) for the Period                    -              -              -                          103              (993)            (890)
 Closing equity as at 31 March 2022              1,500          -              145,532                    103              (993)            146,142

The Company's distributable reserves consist of the capital reduction reserve,
capital reserves attributable to realised gains and revenue reserve.

The accompanying notes are an integral part of these interim financial
statements.

 

 Unaudited Condensed Statement of Cash Flows

 Period from Incorporation on 16 September 2021 to 31 March 2022

                                                       Notes  £'000
 Operating activities
 Loss on ordinary activities before taxation                  (890)
 Adjustment for unrealised gain on investments                (103)
 Decrease in trade and other receivables                      (6)
 Increase in trade and other payables                         716
 Net cash outflow from operating activities                   (283)

 Investing activities
 Purchase of investments                               4(b)   (921)
 Net cash outflow from investing activities                   (921)

 Financing activities
 Proceeds of share issues                              7      150,000
 Share issue costs                                     7      (2,968)
 Net cash inflow from financing activities                    147,032
 Increase in cash                                             145,828
 Cash and cash equivalents at beginning of the Period         -
 Cash and cash equivalents at end of the Period               145,828

 

The accompanying notes are an integral part of the interim financial
statements.

 

 

Notes to the Interim Accounts

Period from Incorporation on 16 September 2021 to 31 March 2022

 

1             General information

 

Atrato Onsite Energy Plc (the "Company") is a closed-ended investment company
domiciled and incorporated in the United Kingdom on 16 September 2021 with
registered number 13624999. The registered office of the Company is 6(th)
Floor, Bastion House, 140 London Wall, London, EC2Y 5DN. Its share capital is
denominated in Pounds Sterling (GBP) and currently consists of one class of
ordinary shares. The shares are publicly traded on the London Stock Exchange
under a premium listing. These unaudited interim financial statements of the
Company are for the Period from incorporation on 16 September 2021 to 31 March
2022 and have been prepared on the basis of the accounting policies set out
below. The financial statements comprise only the results of the Company as
its investment in Atrato Onsite Energy Holdco Limited ("Holdco") is measured
at fair value as detailed in the significant accounting policies below. The
Company and its subsidiaries invest in a diversified portfolio of onsite
energy assets generally on the rooftop of UK commercial buildings, which
benefit from long-term growing income streams with limited exposure to
wholesale power prices.

Atrato Partners Limited (the "Investment Adviser") provides investment
advisory services and JTC Global AIFM Solution Limited as the AIFM provides
investment management services to the Company, each under the terms of the
agreement between it and the Company.

2             Basis of preparation

 

The condensed financial statements included in this interim report have been
prepared in accordance with IAS 34 "Interim Financial Reporting". The interim
financial statements have been prepared in accordance with IFRS to the extent
that they have been adopted by the EU and with those parts of the Companies
Act 2014 (including amendments by the Companies (Accounting) Act 2017)
applicable to companies under IFRS.

The interim financial statements have also been prepared as far as is relevant
and applicable to the Company in accordance with the Statement of Recommended
Practice ("SORP") "Financial Statements of Investment trust companies and
Venture Capital Trusts" issued by the Association of Investment Companies in
April 2021 where the SORP is not inconsistent with IFRS.

The financial statements are prepared on the historical cost basis, except for
the revaluation of certain financial instruments at fair value through profit
and loss. The principal accounting policies adopted are set out below. These
policies have been consistently applied throughout the Period to 31 March
2022.

the financial statements are prepared on the going concern basis in accordance
with international accounting standards.

These condensed financial statements do not include all information and
disclosures required in the annual financial statements. The financial
information contained in this interim report does not constitute statutory
accounts as defined in section 434 of the Companies Act 2006. The financial
information for the Period ended 31 March 2022 has not been audited.

The currency of the primary economic environment in which the Company operates
and where its investments are located (the functional currency) is Pounds
Sterling. The financial statements are presented in Pounds Sterling and
rounded to the nearest thousand.

Estimates and underlying assumptions are reviewed regularly on an on-going
basis. Revisions to accounting estimates are recognised in the period in which
the estimates are revised and in any future periods affected. The significant
estimates, judgments or assumptions for the Period are set out below under
Critical accounting judgements, estimates and assumptions.

There is no comparative as this is the Company's first accounting period.

Basis of consolidation

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

The Company owns 100% of its subsidiary  HoldCo. The Company invests in
special purpose vehicles through its investment in HoldCo. The Company and
HoldCo meet the definition of an investment entity as described by IFRS 10.
Under IFRS 10 investment entities measure subsidiaries at fair value rather
than being consolidated on a line-by-line basis, meaning HoldCo's working
capital balances are included in the fair value of the investment rather than
in the Company's current assets. HoldCo has one investor, which is the
Company. However, in substance, HoldCo is investing the funds of the investors
of the Company on its behalf and is effectively performing investment
management services on behalf of many unrelated beneficiary investors.

 

Characteristics of an investment entity

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

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

 

b)   The Company commits to its investors that its business purpose is to
invest funds solely for returns from capital appreciation, investment income,
or both (including having an exit strategy for investments); and

 

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

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

a)   The Company has multiple investors and obtains funds from a diverse
group of shareholders who would otherwise be less able to individually invest
in renewable energy and/ or infrastructure assets;

 

b)   The Company's purpose is to invest funds for both investment income and
capital appreciation. HoldCo and the future SPVs will have indefinite lives.
However, the underlying assets do not have unlimited life and have  minimal
residual value at the end of that life, meaning they will not be held
indefinitely. The Company intends to hold the renewable assets on a long-term
basis to achieve its investment objectives. Depending on the circumstances of
each renewable asset, decisions will be made whether to extend leases and
repower assets as they approach the end of their useful life or sell the
assets to interested parties who may take a more optimistic view of asset
value; and

 

c)   The Company measures and evaluates the performance of all of its
investments on a fair value basis, which is the most relevant for investors in
the Company. The Directors use fair value information as a primary measurement
to evaluate the performance of all the investments and in decision-making.

The Directors are of the opinion that the Company meets all the typical
characteristics of an investment entity and therefore meets the definition set
out in IFRS 10.

The Directors agree that investment entity accounting treatment reflects the
Company's activities as an investment trust.

The Directors believe the treatment outlined above provides the most relevant
information to investors.

 

Critical accounting judgments, estimates and assumptions

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

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

Discounted cash flow ("DCF") models will be used to determine the fair value
of the underlying assets in HoldCo. The value of HoldCo includes any working
capital not accounted for in the DCF models, such as cash or entity level
payable and receivables. Unobservable inputs used within the DCF models
include the discount rate. An increase or decrease in the discount rate would
lead to a corresponding decrease or increase in the fair value of the
investments. The Company's investments at fair value are not traded in active
markets.

 

Segmental reporting

The Board is of the opinion that the Company is engaged in a single segment of
business, being investment in renewable energy infrastructure assets to
generate investment returns whilst preserving capital. The financial
information used by the Board to manage the Company presents the business as a
single segment.

 

Adoption of new and revised standards

At the date of approval of these financial statements, there were no new or
revised standards or interpretations relevant to the Company which had come
into effect.

 

Going concern

The Directors have adopted the going concern basis in preparing the financial
statements. The details of the Director's assessment of the going concern
status of the Company, which considered the adequacy of the Company's
resources and the impacts of the existing market and economic activities, are
detailed in the Investment Adviser report.

 

3             Significant accounting policies

 

a)       Statement of compliance

The interim financial statements have been prepared in accordance with
UK-adopted International Financial Reporting Standards ("IFRSs").

 

The principal accounting policies of the Company are set out below.

 

IFRS 9 Classification of Financial Assets and Financial Liabilities

Financial Assets and Financial Liabilities

Financial assets and financial liabilities are recognised in the Company's
Statement of Financial Position when the Company becomes a party to the
contractual provisions of the instrument. Financial assets and financial
liabilities are initially measured at fair value. Transaction costs that are
directly attributable to the acquisition or issue of financial assets and
financial liabilities (other than financial assets and financial liabilities
at fair value through profit or loss ("FVTPL")) are added to or deducted from
the fair value of the financial assets or financial liabilities, as
appropriate, on initial recognition. Transaction costs directly attribute to
the acquisition of financial assets or financial liabilities at FVTPL are
recognised immediately in profit or loss.

Classification of investments

Fair value through profit or loss

The Company classifies its investments based on both the Company's business
model for managing those financial assets and the contractual cash flow
characteristics of the financial assets. The portfolio of financial assets is
managed and performance is evaluated on fair value basis. The Company is
primarily focused on fair value information and uses that information to
assess the assets' performance to make decisions. The Company has not taken
the option to irrevocably designate any equity securities as fair value
through other comprehensive income. The contractual cash flows of the
Company's debt securities are solely principal and interest. However, these
securities are neither held for the purpose of collecting contractual cash
flows nor held both for collecting contractual cash flows and for sale. The
collection of contractual cash flows is only incidental to achieving the
Company business model's objective. Consequently, all investments are measured
at FVTPL. Once invested, the Company's investments in SPVs will be designated
at FVTPL, as SPVs are themselves considered to be investment entities and
exist only to hold underlying assets in line with the overarching AIFM
agreement, and therefore will not be consolidated but held at FVTPL in line
with IFRS 10.

Financial instruments and equity

Financial assets such as trade receivables, loans and other receivables that
are non-derivation financial assets and that have fixed or determinable
payments that are not quoted in an active market are classified as loans and
other receivables. As at the Period end, the Company had no such loans.

Debts and equity instruments are classified as either financial liabilities or
as equity in accordance with the substance of the contractual arrangement.

An equity instrument is any contract that evidences a residual interest in the
assets of an entity after deducting all of its liabilities. Equity instruments
issued by the Company are recognised at the point proceeds are received, net
of direct issue costs.

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

Recognition, derecognition and measurement

Purchases and sales of investments are recognised on the trade date - the date
on which the Company commits to purchase or sell the investment and the
contract to purchase or sell is wholly unconditional. Financial assets and
financial liabilities at FVTPL are initially recognised at fair value.
Transaction costs are expensed as incurred in the Statement of Comprehensive
Income. Financial assets are derecognised when the rights to receive cash
flows from the investments have expired or the Company has transferred
substantially all risks and rewards of ownership. Loans and other receivables
are measured at amortised cost using the effective interest method, less any
impairment. They are included in current assets, except where maturities are
greater than 12 months after the period end date in which case they are
classified as non-current assets.

Subsequent to initial recognition, all financial assets and financial
liabilities at FVTPL are measured at fair value. Gains and losses arising from
changes in the fair value of the 'financial assets or financial liabilities at
FVTPL' category are presented in the Statement of Comprehensive Income within
other net changes in fair value of financial assets and liabilities at FVTPL
in the period in which they arise.

Income from financial assets at FVTPL is recognised in the Statement of
Comprehensive Income within income when the Company's right to receive
payments is established.

Financial liabilities, including borrowings, are initially measured at fair
value, net of transaction costs. Financial liabilities are subsequently
measured at amortised cost using the effective interest method, with interest
expense recognised on an effective yield basis.

b)         Expenses

All expenses are accounted for on an accruals basis. In respect of the
analysis between revenue and capital items presented within the Statement of
Comprehensive Income, all expenses, including investment advisory fees, are
presented and fully charged as revenue items.

c)         Taxation

Taxation on the profit or loss for the period comprises current and deferred
tax. Taxation is recognised in the income statement except to the extent that
it relates to items recognised as direct movements in equity, in which case it
is also recognised as a direct movement in equity.

Current tax is the expected tax payable on the taxable income for the period,
using tax rates enacted or substantively enacted at the reporting date, and
any adjustment to the tax payable in respect of previous
years.

Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit and is accounted for using the statement of financial position
liability method. Deferred tax liabilities are recognised for all taxable
temporary differences and deferred tax assets are recognised to the extent
that it is probable that taxable profits will be available against which
deductible temporary differences can be utilised.

Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled or the asset is realised. Deferred tax is
charged or credited to the Statement of Comprehensive Income except when it
relates to items charged or credited directly to equity, in which case the
deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off tax assets against tax liabilities and when they
relate to income taxes levied by the same taxation authority and the Company
intends to settle its current tax assets and liabilities on a net basis.

d)         Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in deposits held at call
with banks and other short-term deposits with original maturities of three
months or less and subject to an insignificant risk of changes in value.

e)         Trade and other payables

Trade and other payables are recognised initially at fair value and
subsequently measured at amortised cost.

f)          Dividends

Subject to the provisions of company law, the Company may by resolution
declare dividends in accordance with the respective rights of the
shareholders, but no dividend shall exceed the amount recommended by the Board
of Directors.

g)         Equity

Share capital

Share capital consists of ordinary shares and is classified as equity.

h)         Share premium account

The surplus of net proceeds received from the issuance of new shares over
their par value is credited to this account and the related issue costs are
deducted from this account.  This is a non-distributable reserve.

i)          Capital reserve

The net profit or loss arising in the Statement of Comprehensive Income during
the period is added to or deducted from this reserve as they are capital in
nature. This is a distributable reserve attributable to realised gains.

j)          Revenue reserve

The net profit or loss arising in the Statement of Comprehensive Income during
the period is added to or deducted from this reserve as they are revenue in
nature. This is a distributable reserve.

k)         Capital reduction reserve

On 28 January 2022, the Company lodged with the Registrar of Companies its
statement of capital and successful court application which permitted the
transfer of £145,532,402 from its share premium account to the capital
reduction reserve (refer to note 4). This is a distributable reserve.

l)          Capital management

The Company's capital is represented by the Ordinary Shares, share premium
account, profit and loss account and capital reduction reserve. The Company is
not subject to any externally imposed capital requirements.

The capital of the Company is managed in accordance with its investment
policy, in pursuit of its investment objective. Capital management activities
may include the allotment of new shares and the buy back or re-issuance of
shares from treasury.

 

4             Investment held at fair value through profit or loss

As at 31 March 2022, the Company had one investment, being its wholly owned
subsidiary in Holdco. As described in the Prospectus, Holdco will invest in a
diversified portfolio of operating and pre-installation and installation-stage
projects that serve utility and commercial off-takers across the UK. As at 31
March 2022, the investment is shown at a cost of £921,178.

 

                                                      31 March 2022
                                                      £'000
 (a) Summary of valuation
 Analysis of closing balance:
 Investment at fair value through profit or loss      1,024
 Total Investment as at 31 March 2022                 1,024

 (b) Movements during the Period
 Opening balance of investment, at cost               -
 Addition, at cost                                    921
 Cost of investment as at 31 March 2022               921
 Revaluation of investments to fair value             103

Revaluation of investments to fair value

 Fair value of investment as at 31 March 2022        1,024

 (c) Profit or loss on investment in Period
 Unrealised movement in fair value of investments    103
 Asset acquisition costs                             -
 Profit on investment valuation                      103

Fair value measurements

IFRS 13 requires disclosure of fair value measurement by level. The level of
fair value hierarchy within financial assets or financial liabilities is
determined on the basis of the lowest level input that is significant to the
fair value measurement. Financial assets and financial liabilities are
classified in their entirety into only one of the following 3 levels:

Level 1

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

Level 2

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

 Level 3

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

Due to the nature of the Holdco as a private company without available
quoted prices as reference for valuation, the Company's investment in Holdco
is expected to be classified as Level 3. There have been no transfers between
levels during the Period ended 31 March 2022.

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

                                                      As at 31 March 2022
                                                      £'000
 Opening balance                                      -
 Additions during the period                          921
 Investment at fair value through profit or loss      103
 Total investment as at 31 March 2022                 1,024

 

4 (a) - Valuation methodology

As described in Note 2, the Company meets the definition of an investment
entity as described by IFRS 10, and as such the Company's investment in
the Holdco is valued at fair value. As at 31 March 2022, the Company's
portfolio of investment is being fair valued at a cost of £1,024,470.

5             Investment advisory fee

 

                                For the Period ended 31 March 2022
                          Revenue             Capital       Total
                          £'000               £'000         £'000
 Investment advisory fee  382                 -             382

 

The Investment Advisory Agreement ("IAA") dated 1 November 2021 between the
Company and Atrato Partners Limited as the Investment Adviser and JTC Global
AIFM Solutions Limited as the AIFM, appointed the Investment Adviser to act as
the Company's investment adviser. The AIFM has been appointed pursuant to the
AIFM agreement dated 1 November 2021•• between the AIFM and the Company as
the alternative investment fund manager for the purposes of the AIFM
Directive. Accordingly, the AIFM is responsible for providing portfolio
management and risk management services to the Company.

Under the IAA, the Investment Adviser receives a per annum management fee of:
0.7125% of the adjusted NAV up to and including $500 million; and 0.5625% of
the adjusted NAV above £500 million, invoiced monthly in arrears. The
Investment Adviser also receives a management fee of 0.2375% of the last
published NAV up to and including £500 million; and 0.1875% of the last
published NAV above £500 million, each invoiced semi-annually in arrears.
With the agreement of the Company, Holdco and the Adviser, this semi-annual
fee shall be applied by the Adviser in acquiring Ordinary Shares at the
absolute discretion of the Board by any combination as set out in the
Investment Advisory agreement.

The Investment Adviser receives an accounting and administration fee of
£50,000 per annum plus 0.02% of the adjusted NAV in excess of £200 million
up to and including £500 million plus 0.015% of adjusted NAV in excess of
£500 million. An Accounting and Administration fee of £800 per clean energy
asset held by the group up to 100 clean energy assets and £650 per clean
energy asset above 100.

No performance fee or asset level fees are payable to the AIFM under the IAA.

Unless otherwise agreed by the Company and the Investment Adviser, the IAA may
be terminated by the Company or the Investment Adviser on not less than 12
months' notice to the other party, not to be given prior to the fifth
anniversary of initial admission.

6             Earnings per share

 

Earnings per share is based on the loss for the Period of £890,000
attributable to the weighted average number of shares in issue of 98,223,351
in the Period from incorporation on 16 September 2021 to 31 March 2022.
Revenue losses and capital profits were £993,000 and £103,000 respectively.

7             Share capital, share premium account and capital
reduction reserve

 

                                                                      Share     Share premium  Redeemable preference share   Capital reduction reserve  Total

              £'000

                                                                      capital   account                                      £'000                      £'000

                                                                      £'000     £'000

 Allotted upon incorporation                                          -         -              -                             -                          -
 Issue of 50,000 redeemable preference shares                         -         -              50                            -                          50
 Issue of 150,000,000 Ordinary Shares of £0.01 at £1.00 each          1,500     148,500        -                             -                          150,000
 Initial redeemable preference shares redeemed                        -         -              (50)                          -                          (50)
 Less: share issue costs incurred on the 150,000,000 Ordinary Shares  -         (2,968)        -                             -                          (2,968)
                                                                      1,500     145,532        -                             -                          147,032
 Transfer to capital reduction reserve                                -         (145,532)      -                             145,532                    -
 At 31 March 2022                                                     1,500     -              -                             145,532                    147,032

 

On incorporation the Company issued 1 Ordinary Share of £0.01, which was
fully paid up, and 50,000 redeemable preference shares of £1 each, which were
paid up to one quarter of their nominal value. Both of these share classes
were issued to Atrato Group Limited. On 23 November 2021 the Board of
Directors resolved to redeem the 50,000 redeemable preference shares.

 

On 23 November 2021, the Board of Directors approved the proposed placing and
offer for subscription (together the "Placing") of up to 150 million Ordinary
Shares of £0.01 each in the capital of the Company at a price of £1.00 per
Ordinary Share. It was intended that the Ordinary Shares of the Company would
be admitted to trade on the Main Market of the London Stock Exchange.

 

The consideration received in excess of nominal value of the Ordinary Shares
issued, being £145,532,402, net of total capitalised issue costs, was
credited to the share premium account.

 

The share issue costs incurred comprise brokerage costs, third-party adviser
fees and other costs directly attributable to the issuance of shares.

 

The Company's issued share capital immediately following initial admission
comprised 150,000,000 Ordinary Shares, and this is the total numbers of
Ordinary Shares with voting rights in the Company.

 

Following a successful application to the High Court and lodgment of the
Company's statement of capital with the Registrar of Companies, the Company
was permitted to reduce the capital of the Company by an amount of
£145,532,402. This was effected on 28 January 2022 by a transfer of that
amount from the share premium account to the capital reduction reserve, which
can be used to fund dividends or other distributions to the Company's
shareholders.

 

Ordinary shareholders are entitled to all dividends declared by the Company
and to all of the Company's assets after repayment of its borrowings and
ordinary creditors. Ordinary shareholders have the right to vote at meetings
of the Company. All Ordinary Shares carry equal voting rights.

 

8             NAV per Ordinary Share

 

NAV per Ordinary Share is based on the £146,142,164 of net assets of the
Company attributable to the 150,000,000 Ordinary Shares as at 31 March 2022.

 

9             Financial instruments by category

 

The following table details the carrying amount of financial instruments by
category as defined in IAS 39 "Financial Instruments: Recognition and
Measurement" and by heading in the Statement of Financial Position:

                              Financial assets at fair value through profit & loss          Financial asset at amortised cost      Financial liabilities at amortised cost      Total
 At 31 March 2022             £'000                                                         £'000                                  £'000                                        £'000
 Financial assets
 Investment                   1,024                                                         -                                      -                                            1,024
 Trade and other receivables  -                                                             6                                      -                                            6
 Cash and cash equivalents    -                                                             145,828                                -                                            145,828
                              1,024                                                         145,834                                -                                            146,858
 Financial liabilities
 Trade and other payables     -                                                             -                                      (716)                                        (716)
                              -                                                             -                                      (716)                                        (716)

The Company's financial assets and liabilities as summarised above are
expected to be realised within 12 months of the reporting date. The financial
assets and financial liabilities measured at amortised cost's carrying amount
is approximated to its fair value which is classified at level 1 at the fair
value hierarchy.

Portfolio valuation sensitivities

The sensitivities are based on the existing portfolio of assets as at 31 March
2022 as well as cash flows of conditional acquisitions, and as such may not be
representative of the sensitivities once the Company is fully invested and
geared. For each of the sensitivities shown, it is assumed that potential
changes occur independently with no effect on any other assumption.

The below figures show the impact to NAV of changes to the key input
assumptions (sensitivities). The sensitivities are based on the existing
portfolio of assets as at 31 March 2022.

Volumes

Each asset's valuation assumes a "P50" level of electricity output based on
irradiation assessments prepared by technical advisors. The P50 output is the
estimated annual amount of electricity generation for the level of solar
irradiation that has a 50% probability of being met or exceeded and a 50%
probability of not being met during a specified period. The P50 value is used
to estimate the expected level of generation over the long term.

The P90 (90% probability of exceedance) and P10 (10% probability of
exceedance) sensitivities reflect the impact of accepting different levels of
uncertainty for the solar irradiance forecasts. The sensitivities shown assume
that the output of each asset in the portfolio is in line with the P10 or P90
irradiance forecast respectively for each year of the asset life.

Under a P90 irradiance assumption, the NAV for the selected valuation period
is decreased by 7.38%.  Conversely, under a P10 irradiance assumption the NAV
is increased by 7.34%.

Power price curve

The power price forecasts for each asset are based on a number of inputs. The
sensitivity assumes a 10% increase or decrease in power prices relative to the
base case for each year of the asset life.

With an increase or decrease in power prices by 10%, there is no change in NAV
due to low merchant power price exposure.

Inflation

The sensitivity assumes a 100bps increase or decrease in inflation relative to
the base case for each year of the asset life.

A 100bps increase in inflation would result in a 0.94% decrease in NAV while a
100bps decrease would increase the NAV by 0.82%.

 

10           Financial risk management

 

The Company's activities expose it to a variety of financial risks, including
credit, liquidity and market risk. These financial risks form part of the
Company's overall principal risks .

The management of risks is performed by the Directors of the Company.

Credit risk

Credit risk is the risk that financial loss arises from the failure of a
customer or counterparty to meet its obligations under a contract.

The Company's credit risk exposure, in relation to cash holdings is minimised
by dealing with financial institutions with investment grade credit rating.
The Company has no significant credit exposure at the current time. Exposure
in relation to customers will be mitigated by a combination of due diligence
procedures performed at inception of a PPA and diversity of counterparties in
the portfolio.

As at 31 March 2022, the Company's maximum exposure is the cash and cash
equivalents stated at the balance sheet. Appropriate credit checks are
required to be made on all counterparties to the Company. Cash is held in
accounts with HSBC Bank Plc, which has a credit rating as per Moody's Investor
Services of A1. During the Period ended 31 March 2022, there are no balances
past due or impaired.

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 approach to managing liquidity is to ensure, as far as possible,
that it will always have sufficient liquidity to meet its liabilities when
due, under both normal and stressed conditions, without incurring unacceptable
losses or risking damage to the Company's reputation.

The Company's trade and other payables with third parties at the reporting
date are considered operational in nature and are due and payable within 12
months of the reporting date. As at 31 March 2022, the Company has financial
assets of cash and cash equivalents without contractual maturity that can meet
the current expected financial liabilities.

 

Market risk

Market risk is the risk that changes in market prices, such as interest and
foreign currency rates and property valuations, will affect the Company's
financial performance or the value of its holdings of financial instruments.
The objective is to minimise market risk through managing and controlling
these risks within acceptable parameters, whilst optimising returns.

The Company uses financial instruments in the ordinary course of business, and
also incurs financial liabilities, in order to manage market risks. At the
Period end the Company does not have any financial instruments which are
exposed to market risk.

Interest rate risk

Interest rate risk is the risk that the value of a financial instrument will
fluctuate due to changes in market interest rates. At the reporting date the
Company did not have any interest-bearing financial instruments.

Currency risk

Currency risk is the risk that the value of a financial instrument will
fluctuate due to changes in foreign exchange rates.  All transactions during
the current period were denominated in GBP, thus no foreign exchange
differences arose.

Capital management

The Company manages its capital to ensure that it will be able to continue as
a going concern while maximising the return to its shareholders through the
optimisation of the debt and equity balances. The Company is not subject to
any externally imposed capital requirements.

Equity includes all capital and reserves of the Company that are managed as
capital.

 

11           Related party transactions

 

Following admission of the Ordinary Shares (refer to note 7), the Company and
the Directors are not aware of any person who, directly or indirectly, jointly
or severally, exercises or could exercise control over the Company. The
Company does not have an ultimate controlling party.

Details of related parties are set out below.

a)          Accounting, secretarial and directors

Atrato Partners Limited has been appointed to act as an administrator for the
Company under the terms of the IAA, more details are set out below.

Throgmorton Secretaries LLP is currently the secretary of the Company.

Juliet Davenport, Chair of the Board of Directors of the Company, is paid
director's remuneration of £50,000 per annum, Faye Goss is paid director's
remuneration of £37,500 per annum and Marlene Wood is paid director's
remuneration of £42,500 per annum. Total directors' remuneration of £61,000
was incurred in respect to the Period. Any expenses incurred by Directors
which are related to business are also reimbursed.

The interests (all of which are or will be beneficial unless otherwise stated)
of the current Directors in the ordinary share capital of the Company as at 31
March 2022 were as follows:

 

 Name of Director   Number of Ordinary Shares
 Juliet Davenport   20,000
 Faye Goss          20,000
 Marlene Wood       20,000

 

There have been no changes to the above holdings since the Period end.

b)         Investment Adviser

Fees payable to the Investment Adviser by the Company under the IAA are shown
in the Statement of Comprehensive Income and detailed in note 5.

During the Period, investment advisory fees amounted to £381,879 with the
full amount outstanding and payable as at 31 March 2022.

Benedict Luke Green, a director of the Investment Adviser, holds 64,553
ordinary shares in the Company.

Steve Peter Windsor, a director of the Investment Adviser, holds 210,000
ordinary shares in the Company.

c)         Amounts payable to related parties

Amounts payable to the Investment Adviser represent expense paid on behalf of
the Company and amounted to £24,522 at the Period end.

 

12           Post balance sheet events

 

On 31 May 2022, the Company acquired 100% of the shares in EMDC Solar Limited
("EMDC"), which is a special purpose vehicle that owns an operational 6.1MW
rooftop solar PV system on a building operated by Marks and Spencer PLC, which
purchases the generation from the rooftop system. The acquisition will see the
Company invest £6.6m for a 100% acquisition of EMDC.

The Company entered into pre-funding arrangements in relation to solar PV
components required for projects that are in advanced stages of negotiations
are under exclusivity.

No other significant events have occurred between 31 March 2022 and the date
when the interim accounts were authorised by Board of Directors, which would
require adjustments to, or disclosure in, the Company's interim accounts.

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