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RNS Number : 0958L GCP Infrastructure Investments Ltd 11 December 2025
GCP Infrastructure Investments Ltd
("GCP Infra" or the "Company")
11 December 2025
LEI 213800W64MNATSIV5Z47
ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 SEPTEMBER 2025
The Directors of the Company are pleased to announce the Company's annual
results for the year ended 30 September 2025. The full annual report and
financial statements can be accessed via the Company's website
www.graviscapital.com/funds/gcp-infra/literature
(http://www.graviscapital.com/funds/gcp-infra/literature) and will be posted
to shareholders on 9 January 2026.
About the Company
The Company seeks to provide shareholders with regular, sustained, long-term
dividend income whilst preserving the capital value of its investments over
the long term by generating exposure to infrastructure debt and/or similar
assets. It is currently invested in a diversified, partially
inflation-protected portfolio of investments, primarily in the renewable
energy, social housing and PPP/PFI sectors.
The Company is a FTSE 250, closed-ended investment company incorporated in
Jersey. It was admitted to the Official List and to trading on the LSE's Main
Market in July 2010. It had a market capitalisation of £606.8 million at 30
September 2025.
Highlights
Financial
Portfolio valuation Dividends for the year NAV per share
£858.9m 7.0p 101.40p
30 September 2024: £960.0m 30 September 2024: 7.0p 30 September 2024: 105.22p
Representing a mature, diversified and operational portfolio of 47 investments Delivering the dividend target(1) set by the Board for the 2025 financial year Reflecting downward revaluations during the year, offset by the impact of
across the renewable, PPP/PFI and supported living sectors. of 7.0 pence per share. share buybacks of 1.04 pence per share.
Weighted average annualised yield(2) Partially inflation protected NAV total return(2)
8.0% 49% 3.1%
30 September 2024: 7.8%(2) 30 September 2024: 47% 30 September 2024: 2.2%
Representing the yield on the portfolio of investments with stable, Representing the percentage of the portfolio by value that has some form of Continuing to meet its investment objective of capital preservation, with a
pre-determined, long‑term, public sector backed revenues. inflation protection. NAV total return(1) of 185.2% since IPO.
Capital allocation
Leverage reduction Disposals and cash proceeds Share buybacks
£37m £46.4m £22.8m
30 September 2024: £47m 30 September 2024: £31.4m 30 September 2024: £2.2m
Representing a significant reduction in leverage since commencement of the Reflecting total proceeds received from the disposal of renewables assets in A total of 30.8 million shares have been bought back since the commencement of
capital allocation policy c.80% and a LTV(1) at year end of 2.4%. the solar and onshore wind sectors. the capital allocation policy in December 2023.
1.The dividend target set out above is a target only and not a profit forecast
or estimate and there can be no assurance that it will be met.
2.APM - for definition and calculation methodology, refer to the APMs section
below.
Read more below.
Andrew Didham, Chairman of GCP Infra, commented:
This year marks the Company's 15th anniversary since IPO and I would like to
take this opportunity to thank shareholders for their ongoing support. During
this time, the Company has delivered a total NAV return of 185.2% and has
achieved the objectives set out at IPO of generating income, preserving
capital and diversifying across a range of asset classes.
The Company continues to pay a stable and sustained dividend, underpinned by
an operational and diverse portfolio of UK infrastructure assets, paying a
dividend of 7.0 pence per share in line with the target for the 2025 financial
year. I am pleased to confirm that the same target(1) is reaffirmed for the
forthcoming financial year.
The objectives of the capital allocation plan have progressed, albeit slower
than hoped or anticipated. The Company has generated total disposal and cash
proceeds of c.£80 million from the realisation of various renewables assets,
and portfolio equity exposure has been materially reduced. Leverage has been
reduced from £104 million at the time of the announcement of the plan to £20
million at 30 September 2025 and furthermore, £35.6 million has been returned
to shareholders through the buyback programme. The Investment Adviser is
actively progressing transactions that, if completed, would materially
complete the objectives set out in this plan.
Following publication of this annual report, and completion of the capital
allocation plan, the Company intends to engage with shareholders early in 2026
to propose a future strategy for the recycling and use of capital.
1.The dividend target set out above is a target only and not a profit forecast
or estimate and there can be no assurance that it will be met.
At a glance
The Company's purpose is to invest in UK infrastructure debt and/or similar
assets to provide regular, sustained, long-term dividends and to preserve the
capital value of its investments over the long term.
Dividend income Diversification Capital preservation Sustainability(1)
To provide shareholders with regular, sustained, long-term dividends. To invest in a diversified To preserve the capital value of investments over the long term. To focus on the sustainability
portfolio of debt and/or similar of the portfolio and make a
assets secured against UK positive impact.
infrastructure projects.
The Company paid a dividend of 7.0 pence in respect of the year. A dividend The investment portfolio is The Company has generated a NAV total return(3) for the year of 3.1% and The investment portfolio
target(2) of 7.0 pence has been set for the forthcoming financial year.
185.2% since the Company's IPO in 2010.
exposed to a wide variety of is focused on sustainable
assets in terms of project type infrastructure which has a
and the source of its underlying cash flow. positive environmental and
social impact.
7.0p 47 0.51% 57%
Dividends paid for the year Number of investments at Aggregate downward Portfolio contributing to
ended 30 September 2025 30 September 2025 revaluations since IPO green economy(4)
(annualised)(3)
(2024: 7.0p) (2024: 50) (2024: 0.41%) (2024: 62%)
15 11 £1.0bn 43%
Consecutive years of dividends paid Infrastructure sectors in the Aggregate repayments Portfolio that benefits
portfolio since IPO end users within society(5)
(2024: 14) (2024: 10) (2024: £1.0bn) (2024: 38%)
Read more below.
1.Non-financial objective. Further information is included below.
2.The dividend target set out above is a target only and not a profit forecast
or estimate and there can be no assurance that it will be met.
3.APM - for definition and calculation methodology, refer to the APMs section
below.
4.The LSE Green Economy Mark recognises London-listed companies generating
more than half their revenues from green environmental products and services.
The Company's portfolio is 57% invested in the renewable energy sector.
5.The Company's portfolio is 15% invested in supported living and 25% invested
in PPP/PFI projects in the healthcare, education, waste, housing, energy
efficiency and justice sectors which are measured in alignment with the UN
SDGs, and 3% of the portfolio is invested in PPP/PFI leisure projects.
Our portfolio
The Company's portfolio comprises loans secured against assets in the UK which
fall under the following classifications:
Number of
Sector assets % of portfolio
Geothermal 1 1
Solar 52,667 25%
Hydro-electric 14 2%
Gas peaking 2 1%
Biomass 4 11%
Electric vehicles 250 1%
Wind 8 9%
Resource use 1 1%
Anaerobic digestion 19 6%
PPP/PFI 145 28%
Supported living 905 15%
Read more below.
Senior ranking security Weighted average Average life Partially inflation protected Principal value of portfolio
annualised yield(1)
53% 8.0% 11 years 49% £912.2m
1.APM - for definition and calculation methodology, refer to the APMs section
below.
Creating long-term value
Our investment case
The Company has a number of key differentiators that make it well positioned
to take advantage of attractive risk-adjusted returns.
Scale
The Company targets smaller investment opportunities that may be overlooked by
larger investors, such as commercial banks. This flexibility allows the
Company to enter niche markets and scale investments over time through
follow-on financing to existing borrowers. This supports long-term growth and
enhances returns.
Diversification
The Company has an explicit objective of diversifying across a range of asset
classes. This means the Investment Adviser can seek the most attractive
risk-adjusted returns as it is not bound to invest in sectors that are
unattractive due to higher competition or asset characteristics.
Track record
The Company has been active in the infrastructure sector for 15 years,
enabling the Investment Adviser to build deep expertise across several
specialist asset classes, including anaerobic digestion and biomass. In
parallel, the Investment Adviser has established a robust framework for
assessing and evaluating opportunities in emerging asset classes.
Debt focus
The Company's focus on debt provides flexibility across senior and
subordinated positions, allowing it to match investment risk with an
appropriate capital structure solution and associated return. This approach
allows the Company to tailor investments according to risk profiles,
maximising returns while managing risk effectively.
Sustainability expertise
The Company's investment philosophy is centred on the long‑term
sustainability of its portfolio. As part of this philosophy, the Board and the
Investment Adviser continually seek to improve the way ESG criteria are
embedded, integrated, monitored and measured within the portfolio.
Responding to opportunities and challenges
It's an exciting time for the UK infrastructure market, with the Government
prioritising new housing, energy, transport, and digital and social
infrastructure to drive growth. Long-term revenue support models are also
being introduced to attract private capital. However, the UK listed fund
sector has yet to fully capture these emerging opportunities. While the
Company's shares, like many of its peers, are currently trading at a
discount(1) to net asset value, the Board has taken proactive steps over the
past two years to address this and remains confident that continued progress
and market developments will help narrow the gap.
Reduce leverage Return capital to shareholders
The Company has made strong progress in reducing leverage as part of its In line with the capital allocation policy announced in December 2023, the
disciplined capital allocation strategy. The RCF has been paid down from a Company remains committed to delivering value to shareholders. In the year to
drawn balance of £104 million to £20 million at 30 September 2025. As a 30 September 2025, the Company repurchased shares with an aggregate value of
result, the LTV¹ ratio at 30 September 2025 stands at 2.4%, reflecting a £22.8 million, demonstrating a disciplined approach to capital returns.
substantial improvement in leverage and providing enhanced financial
flexibility going forward.
Leverage reduction since inception of the policy: Total share buybacks since inception of the policy:
80% 30.8m
Adjust the underlying portfolio exposures Engage with shareholders
The Company has continued to actively manage its portfolio to align with The Company engages extensively with its shareholders through multiple
strategic priorities and optimise risk-adjusted returns. Disposals completed channels. Engagement is facilitated through regular interaction with joint
and cash proceeds received to date have been focused in targeted sectors, brokers, directly by the Chairman and committee Chairs and through the
including onshore wind equity and solar PV equity. These transactions have commissioning of independent shareholder perception studies. Together, these
helped rebalance the portfolio towards areas offering greater long-term value activities support a transparent and constructive dialogue with shareholders
and resilience. and help inform the Company's ongoing strategic and governance priorities.
Disposal and cash proceeds since inception of the policy: Shareholder meetings during the year:
c.£80m 62
1.APM - for definition and calculation methodology, refer to the APMs section
below.
Capital allocation
Executing the capital allocation policy
In December 2023, the Company announced its capital allocation policy, which
committed to the realisation of £150 million of the Company's assets. This
progress is summarised in the table
below.
c.50% completed
Disposals and cash proceeds
Progress has been made with capital disposals in a market that has been
challenging for the Company and its peers.
Blackcraig Wind Farm(1) Rooftop solar(2) Onshore wind(1) Solar(2) Realisation pipeline
(April 2024) (October 2024) (January 2025) (July 2025)
- £31 million - £7 million - £18 million(3) - Settlement relating to audits - Supported living
- 8.1% Net IRR
- Waste-wood biomass
- Realised at NAV - 10.3% Net IRR - Realised >NAV
- Realised >NAV
- Anaerobic digestion (gas-to-grid)
- Realised 10% 4%
8-10% 33%
<8% 63%
Portfolio by average life (years)
>30 11%
20-30 5%
10-20 12%
5-10 40%
<5 32%
Portfolio by investment type
Subordinated 43%
Senior 53%
Equity 4%
1.APM - for definition and calculation methodology, refer to the APMs section
below.
Top ten investments
Key
1 Project type
2 % of total portfolio
3 Cash flow type
1 Cardale PFI Investments(1)
1 PPP/PFI
2 14%
3 Unitary charge
2 Gravis Solar 1
1 Commercial solar
2 10%
3 ROC/PPA/FiT
3 GCP Programme Funding S14
1 Biomass
2 6%
3 ROC/RHI/Merchant
4 GCP Programme Funding S10
1 Supported living
2 5%
3 Lease
5 GCP Bridge Holdings
1 Various²
2 5%
3 ROC/Lease/PPA
6 GCP Biomass 2
1 Biomass
2 5%
3 ROC/PPA
7 GCP Social Housing 1 B
1 Supported living
2 4%
3 Lease
8 Gravis Asset Holdings H
1 Onshore wind
2 4%
3 ROC/PPA
9 GCP Rooftop Solar Finance
1 Rooftop solar
2 4%
3 FiT
10 GCP Green Energy 1
1 Onshore wind/Commercial solar
2 4%
3 ROC/FiT/Merchant
Top ten revenue counterparties % of total portfolio Top ten project service providers % of total portfolio
Ecotricity Limited 10% WPO UK Services Limited 19%
Npower Limited 7% PSH Operations Limited 13%
Viridian Energy Supply Limited 7% Solar Maintenance Services Limited 10%
Statkraft Markets GmbH 6% A Shade Greener Maintenance Limited 10%
Bespoke Supportive Tenancies Limited 6% Vestas Celtic Wind Technology Limited 7%
Good Energy Limited 4% Cobalt Energy Limited 5%
Gloucestershire County Council 4% Veolia ES (UK) Limited 5%
Engie Power Limited 4% Urbaser Limited 4%
Power Ni Energy Limited 4% Gloucestershire County Council 4%
Smartestenergy Limited 3% Burmeister and Wain Scandinavian Contractor AS 3%
1.The Cardale loan is secured on a cross-collateralised basis against 18
individual operational PFI projects.
2.GCP Bridge Holdings is secured against a portfolio of six infrastructure
investments in the renewable energy and PPP/PFI sectors.
Portfolio overview
In the reporting year, the valuation of the portfolio decreased from £960
million at the prior year end to £858.9 million. The principal value of the
portfolio at 30 September 2025 was £912.2 million (30 September 2024: £965.3
million). Investments made and repayments received during the year are
summarised in the table below:
Investment analysis for year ended 30 September 2025
Investments and repayments £m
New investments -
Further advances 24.7
Scheduled repayments (48.5)
Unscheduled repayments(1) (27.7)
Net investments/(repayment) (51.5)
Sector analysis
Investments (£m) Repayments (£m)
4.3 Anaerobic digestion 2.3
- Biomass 4.2
0.2 Hydro 1.8
- Offshore wind -
- Onshore wind 30.1
- Commercial solar 21.9
0.9 Rooftop solar 4.3
9.9 PPP/PFI 8.3
5.2 Supported living 1.9
0.1 Geothermal -
2.5 Gas peaking -
- Electric vehicles 1.4
1.6 Resource use -
Investments and repayments post period end £m
New investments -
Further advances 1.7
Scheduled repayments (4.4)
Unscheduled repayments(1) -
Net investments/(repayment) (2.7)
Sector analysis post period end
Investments (£m) Repayments (£m)
1.4 Anaerobic digestion -
- Biomass -
- Hydro -
- Offshore wind -
- Onshore wind 0.4
- Commercial solar -
- Rooftop solar 1.9
- PPP/PFI 2.1
- Supported living -
- Geothermal -
0.3 Flexible generation -
- Electric vehicles -
- EV charging -
- Agriculture/resource use -
1.Repayments comprise principal amounts only (no interest amounts).
Capital structure
As part of its investment portfolio, the Company has targeted investments
across a number of asset classes and within different elements of the capital
structure: senior, subordinated or equity.
Discount rates
For information on the discount rates used across the Company's portfolio,
refer to note 19.3.
Performance updates
The specific factors that have impacted the valuation in the reporting year
are summarised in the table below.
Valuation performance attribution
Driver Description Impact Impact
(£m) (pps)
Inflation forecast Inflation movements in the period 6.8 0.81
O&M budget update Revised operating budget reflecting improved forecast cash flows 3.1 0.37
Ofgem audit closures Closure of Ofgem audits relating to the accreditation of a portfolio of solar 2.5 0.30
projects
Other upward movements Other upward movements across the portfolio 3.7 0.44
Total upward valuation movements 16.1 1.92
Asset‑specific revaluations Revised long-term availability forecast for a gas-to-grid anaerobic (38.1) (4.55)
digestion portfolio
Actual performance Impact of renewables actual generation lower than forecast (15.0) (1.79)
Discount rates Increase in discount rates across the portfolio (6.7) (0.80)
Curtailment and constraint levels Updated assessment of curtailment and constraint levels for two Northern Irish (3.4) (0.41)
wind assets
Power prices Power price movements in the period (2.0) (0.24)
Other downward movements Other downward movements (1.1) (0.13)
Total downward valuation movements (66.3) (7.92)
Interest receipts Net valuation movements attributable to the timing of debt service payments 2.9 0.35
between periods
Net realised losses Net realised loss on disposal of underlying assets in accordance with IFRS (2.3) (0.27)
Total other valuation movements 0.6 0.08
Total net valuation movements before hedging (49.6) (5.92)
Commodity swap - unrealised¹ Derivative financial instrument entered into for the purpose of hedging (0.1) (0.01)
electricity price movements
Commodity swap - realised¹ (0.2) (0.02)
Total net valuation movements after hedging (49.9) (5.95)
1.The derivative financial instrument is utilised to mitigate volatility in
electricity price movements as detailed above, refer to note 18 for further
details.
Pipeline of investment opportunities
The Company's focus during the year has been on the capital allocation policy
and the associated marketing, disposal and realisation of assets.
The Investment Adviser has stayed close to UK infrastructure market
developments and maintains a 'soft' pipeline of opportunities at various
stages. The Investment Adviser and the Board have recently conducted a
detailed review of market opportunities to determine the risk and return
profile of current UK infrastructure investment opportunities.
Portfolio sensitivities
This section details the sensitivity of the value of the investment portfolio
to several risk factors to which it is exposed. A summary of the overall
investment portfolio risks, and the Investment Adviser's view of the changes
in risk, can be found above. Sensitivity analysis to changes in discount rates
on the valuation of financial assets is presented in note 19.3 to the
financial statements.
Renewable valuations
The table below summarises the key assumptions used in forecasting cash flows
from renewable assets in which the Company is invested, and the range
of assumptions the Investment Adviser observes in the market.
The Investment Adviser does not consider that the market compensates such
differences in assumptions by applying a higher or lower discount rate to
recognise the increased or decreased risks respectively of a valuation,
resulting in potential material valuation differences. This is shown in the
sensitivity of the Company's NAV to a variation of such assumptions in the
table below, on a pence per share basis.
Assumption Company approach Lower valuations Estimated NAV impact Higher valuations
(pence per share)
Electricity price forecast¹ Futures (three years) and Afry four quarter average long term. Electricity Futures (three years) and Afry Central-Low Q3 2025
Generator Levy applied
Futures (three years) and Aurora Central Q3 2025
until 31 March 2028
(2.36) 2.13
Capture prices Asset-specific curve Lower capture prices (0.40) 2.39 No capture prices
(wind, solar) applied to each project
Asset life Lesser of planning, lease, technical life (20-25 years) Contractual limitations - 3.06 Asset life of 40 years (solar) and 30 years (wind)
Indexation OBR short term, 2.5% RPI and 2.0% CPI long OBR short term, 2.5% RPI and 2.0% CPI long term - 0.29 0.5% increase to inflation forecasts
term
1.Lower valuations updated to reflect the Afry Q3 2025 Central-Low curve,
compared to the previous year which used the Afry Q3 2024 curve.
Inflation
A total of 49% of the Company's investments by value have some form of
inflation protection. This is structured as a direct link between the return
and realised inflation (relevant to the supported living assets and certain
renewable assets) and a principal indexation mechanism which increases the
principal value of the Company's loans outstanding by a share of realised
inflation over a pre-determined strike level (typically 2.75% to 3.00%).
The table below summarises the change in interest accruals and potential NAV
impact associated with a movement in inflation.
Sensitivity applied to base case inflation forecast assumption (2.0%) (1.5%) (1.0%) (0.5%) 0% 0.5% 1.0% 1.5% 2.0%
NAV impact (pence per share) (4.79) (3.68) (2.50) (1.26) 0.00 1.43 3.05 4.77 6.58
Electricity prices
A number of the Company's investments rely on market electricity prices for a
proportion of their revenues. Changes in electricity prices may therefore
impact a borrower's ability to service debt or, in cases where the Company has
taken enforcement action and/or has direct exposure through its investment
structure, it may impact overall returns.
During the year, electricity price forecasts remained broadly stable, with
slightly lower expectations in the near term (for which forecast period the
Company adopts the relevant futures price curve) and slightly higher
expectations long term, based on the average of the last four quarterly Afry
publications. The Company uses asset-specific capture price discounts for
onshore wind projects and a market-based generation weighted average price
curve specific to solar PV for its solar PV investments. As highlighted above,
the Company revised its expectations for curtailment and constraints in the
Irish SEM during the period based on independent advice.
The table below shows the forecasted impact on the portfolio of a given
percentage change in electricity prices over the full life of the forecast
period, the impact on hedging arrangements in the period to expiry, and the
subsequent net impact on a pence per share basis.
Sensitivity applied to base case (10%) (5%) 0% 5% 10%
electricity price forecast assumption
Portfolio price sensitivity (4.84) (2.51) - 2.09 4.17
Fixed PPA sensitivity 0.64 0.32 - (0.30) (0.59)
Total (4.20) (2.19) - 1.79 3.58
Hedge sensitivity 0.21 0.11 - (0.11) (0.21)
Net sensitivity (pence per share) (3.99) (2.08) - 1.68 3.37
Hedging
As further detailed in note 18 to the financial statements, the Company
continues to engage in a hedging strategy, entering financial derivative
arrangements to hedge a portion of its financial exposure to merchant
electricity prices on a seasonal basis. The Company continues to lock in
attractive electricity prices by fixing prices under PPAs at an asset level,
as well as mitigating volatility through hedging arrangements at a Company
level. During the year, the Company engaged with an additional hedge
counterparty, diversifying its pool of potential hedge providers and
optimising the rates offered.
The Investment Adviser and the Board will continue to review the hedging
strategy on an ongoing basis with the objective of mitigating excessive NAV
volatility and managing risks relating to hedging, including credit and cash
flow impacts. Further information on the Company's hedging arrangements is
detailed below and in note 18 to the financial statements.
Financial review
Financial performance
Company profitability for the year has been primarily driven by asset
valuations. These include project‑specific factors, renewables generation
and changes to discount rates applied by the independent Valuation Agent.
Refer above for analysis of valuation movements.
Total income generated by the Company was £33.7 million (30 September 2024:
£38.3 million), comprised of loan interest of £83.2 million, net unrealised
valuation losses on investments of £47.2 million, net realised losses on
investment disposals of £2.3 million and other income of £0.3 million.
Net losses on derivative financial instruments for the financial year were
£0.3 million, reflecting the electricity price hedging arrangements.
(30 September 2024: loan interest of £87.3 million, net unrealised
valuation losses on investments of £51.8 million, net realised gains on
investment disposal of £1.9 million, other income of £0.5 million and
net gains of £0.5 million). Refer to notes 3 and 18 for further
information.
Total income was offset by operating costs for the year of £11.1 million (30
September 2024: £11.3 million) which include the Investment Adviser's fees,
the Administrator's fees, the Directors' fees and other third party service
provider costs. These, and other operating costs, have remained broadly in
line with previous years.
The Company remains modestly geared at the year end, with a LTV¹ of 2.4%.
Finance costs have decreased year-on-year to £4.2 million (30 September
2024: £7.5 million), due to the reduction in the drawn balance of the RCF
following the net repayment of £37 million during the year.
Total profit and comprehensive income has decreased from £19.5 million in the
prior year to £18.4 million. The year‑on‑year decrease was due to reduced
loan interest income, primarily due to realisations and disposals, offset by a
reduction in finance costs.
1.APM - for definition and calculation methodology, refer to the APMs section
below.
Revolving credit facility
The Company has credit arrangements of £150 million across four lenders:
Lloyds, AIB, Mizuho and Clydesdale. At year end, £20 million was drawn and
the terms in place are summarised below:
Facility Size Margin 2025 Expiry
RCF £150m SONIA +2.0% February 2027
The RCF is due to expire in February 2027. The total drawn balance of the
facility has reduced from £57 million at 30 September 2024 to a materially
reduced level of £20 million at year end following repayments of the RCF
throughout the year. Further details are disclosed in note 15 to the
financial statements.
Net assets
The net assets of the Company have decreased from £913.1 million at 30
September 2024 to £848.7 million at 30 September 2025. The Company's NAV per
share has decreased from 105.22 pence at the prior year end to 101.40 pence at
30 September 2025, a decrease of 3.6%. This is primarily due to downward
revaluations of investments as detailed above.
Cash generation
The Company received debt service payments of £140.2 million (30 September
2024: £129.0 million) during the year, comprising £64.0 million of cash
interest payments and £76.2 million of loan principal repayments
(30 September 2024: £65.1 million and £63.9 million).
The Company paid cash dividends of £59.9 million during the year
(30 September 2024: £60.8 million). The Company aims to manage its cash
position effectively by minimising cash balances, whilst maintaining the
financial flexibility to pursue a pipeline of investment opportunities.
This is achieved through the active monitoring of cash held, income generated
from the portfolio and the efficient use of the Company's RCF.
Hedging
The Company entered into four separate arrangements to hedge its financial
exposure to electricity prices during the year. The Investment Adviser
recommended hedging c.75% of the Company's exposure to the GB market for the
summer 2025 season at a fixed price of £81.91 per MWh and the winter 2025/26
season at a fixed price of £80.75 per MWh. Furthermore, two commodity swap
agreements were entered into, hedging the Company's exposure to electricity
prices at two Northern Irish wind projects at a fixed price of £76.51 per
MWh, and due to expire in September 2026. The mark‑to-market of the hedge at
30 September 2025 was a liability of £0.2 million.
Further details on the Company's electricity price exposure and hedging
strategy can be found above and in note 18.
Share price performance
The Company's total shareholder return(1) was 0.9% for the year (30 September
2024: 28.4%) and 103.6% since its IPO in 2010. During the year, the Company's
shares have traded at a discount(1) to NAV, with an average of 29.3% for the
year and a discount¹ of 28.5% at the year end.
The shares have traded at an average premium(1) of 1.6% since IPO
(30 September 2024: 3.8% premium since IPO(1)). The share price at
30 September 2025 was 78.90 pence per share (30 September 2024: 78.60
pence).
Further details on share movements are disclosed in note 16 to the financial
statements.
Dividends
The Company aims to provide shareholders with regular, sustained, long-term
dividends. For the year ended 30 September 2025, the Company paid a dividend
of 7.0 pence per ordinary share (30 September 2024: 7.0 pence).
The Board and the Investment Adviser do not believe there have been any
material changes in the Company's ability to service sustained and long‑term
dividends since the assessment in early 2021 that established a dividend
target(2) of 7.0 pence per share. As such, the Company has set a target(2) at
the same level, 7.0 pence per ordinary share, for the forthcoming financial
year.
Dividend cover
In determining the dividend target(2) for the forthcoming financial year, the
Board and the Investment Adviser reviewed the sustainability of the dividend
level against various metrics, most notably the APM based on interest income
accruing to the benefit of the Company from the underlying investment
portfolio, which is 'loan interest accrued'(1).
The Board recognises there are various methods of assessing dividend coverage.
The Board and the Investment Adviser consider this metric to be a key measure
in relation to the ongoing assessment of dividend coverage alongside earnings
cover¹ calculated under IFRS. The loan interest accrued¹ metric adjusts for
the impact of pull‑to‑par, which is a feature of recognising earnings from
the investment portfolio presented under IFRS. Further information is given
below
1.APM - for definition and calculation methodology, refer to the APMs section
below.
2.The dividend target set out above is a target only and not a profit forecast
or estimate and there can be no assurance that it will be met.
30 September 2025 30 September 2024
Earnings cover(1) Notes £'000 pps £'000 pps
Total profit and comprehensive income 18,358 2.15 19,514 2.25
Dividends paid during the year 9 59,904 7.00² 60,750 7.00
Earnings cover(1) 0.31 0.32
30 September 2025 30 September 2024
Adjusted earnings cover(1,3) Notes £'000 pps £'000 pps
Loan interest accrued(1) 72,551 8.49 79,808 9.20
Other income 3 321 0.04 493 0.06
Total expenses (11,126) (1.30) (11,338) (1.31)
Finance costs 6 (4,237) (0.50) (7,477) (0.86)
Adjusted net earnings(1) 57,509 6.73 61,486 7.09
Dividends paid during the year 9 59,904 7.00² 60,750 7.00
Adjusted earnings cover(1) 0.96 1.01
30 September 2025 30 September 2024
Cash earnings cover(1,3) Notes £'000 pps £'000 pps
Adjusted loan interest received(1) 76,893 9.00 74,426 8.58
Total expenses paid(1) (11,159) (1.31) (10,612) (1.22)
Finance costs paid (3,701) (0.43) (6,550) (0.75)
Total net cash received(1) 62,033 7.26 57,264 6.61
Dividends paid during the year 9 59,904 7.00² 60,750 7.00
Cash earnings cover(1) 1.04 0.94
30 September 30 September
2025 2024
Notes Shares Shares
Weighted average number of shares 10 854,455,219 867,940,448
Further analysis on dividends is shown in note 9 to the financial statements.
1.APM - for definition and calculation methodology, refer to the APMs section
below.
2.Includes 2025 fourth interim dividend of 1.75 pence per share paid in the
2026 financial year.
3.Principal repayments are excluded for the purpose of calculating dividend
cover.
Sustainability
Statement from the Chair of the Sustainability committee
Dawn Crichard
Chair of the Sustainability committee
In line with the Company's long-term approach to investing, we are committed
to being a sustainable business. As Chair of the Sustainability committee, I
am pleased to present the sustainability report for the Company for the year
ended 30 September 2025 and to share the steady progress the Board has made
against the Company's ESG objectives, as described in the 2024 annual report,
as well as our future plans. It is very encouraging to see continued progress
being made, with sustainability processes and thinking firmly integrated into
'business as usual'.
Despite this, it is fair to say that progress in the evolution and adoption of
reporting standards has slowed due to politics, competition and associated
deregulation. Anti-ESG sentiment, which started in the USA, is beginning to
have a global impact. In addition, the SEC Chair recently warned the IFRS
Foundation about its support for the adoption of international sustainability
standards.
The EU Omnibus package was approved in October 2025 and significantly reduces
the scope and complexity of sustainability reporting. In the UK, there are
currently three ongoing Government consultations on the adoption of ISSB,
transition plans and sustainability assurances, with no firm mandatory dates.
The UK Government has concluded that it will not develop a UK Green Taxonomy.
This year, the Sustainability committee reviewed and updated the Company's
Responsible Investment policy, and oversaw the preparation and publication of
its stand-alone sustainability report. These can be found in the Responsible
Investment section of the Company's website. The committee bi-annually
assesses sustainability risks and their potential impact on the underlying
portfolio assets, formally reporting to the Audit and Risk committee.
Throughout the year, the committee continued to engage directly with
shareholders, seeking to understand their requirements and concerns. We were
also pleased to continue supporting the Investment Adviser's internship
programme, community funding and charitable causes. This includes the
Company's continued carbon offsetting scheme, through financial and
volunteering support of the charity Jersey Trees for Life.
Building on its achievement of obtaining successful B Corp accreditation in
2024, the Investment Adviser demonstrated its ongoing commitment to enhancing
sustainability practices and reporting, reflected in its efforts to further
refine its PRI score. This complements the Company's Green Economy Mark from
the LSE, which was awarded in 2020 in recognition of the Company's
contribution towards driving a greener economy.
Investing in infrastructure, providing finance for sustainable assets, and
supporting the energy transition has a positive purpose and a strong social
and environmental impact. The Board aims to ensure that its diverse portfolio
not only addresses the current needs of stakeholders but is also able to adapt
to future challenges and needs.
With the publication of the UK Government's ten year infrastructure strategy
in June 2025, which aims to transform the infrastructure, economic and social
agenda, there is a renewed focus on the role of private capital in partnership
with higher long-term public sector investment. As such, the Board is
optimistic about the future opportunities available for the Company.
As part of the plan, the UK Government is committed to expanding renewable
energy, aiming to double onshore wind, triple solar power and quadruple
offshore wind by 2030, including driving private investment in these sectors.
The Company's investments in financing renewable energy assets are pivotal to
this journey, with 57% of the portfolio generating 1,434 GWh of renewable
energy this year, sufficient to power 531,027 average households(1,2).
The Company's investments in the supported living sector provide homes and
facilities for vulnerable adults, helping those in the community that need it
the most. These properties blend specially adapted residences with
purpose-built support infrastructure, facilitating the delivery of
high-quality supported living services.
PPP/PFI assets in the Company's portfolio are integral to the functioning of
UK society and provide long-term partnerships with the public sector. Within
this sector, the Company's investments span education, healthcare, waste,
leisure and housing. Highlights include investments secured against 49 schools
which offer c.28,000 school places and 40 healthcare facilities providing beds
for 1,579 patients(1). It is encouraging to see the Government's willingness
to explore iterations of the PFI model.
The Company continues to build a sustainable and positive future through its
investments in renewable energy, supported living and PPP/PFI projects,
combining strong governance and financial resilience with social
responsibility and environmental stewardship.
1.Data at 30 June 2025 to facilitate inclusion in the annual report.
2.Source: Ofgem average gas and electricity usage 2025.
ESG integration
The Board and the Investment Adviser have made considerable progress with ESG
integration over the past five years.
Governance
In 2019, the Investment Adviser became a signatory to the PRI and commenced
work to integrate Responsible Investment criteria into its investment
processes. The Investment Adviser published a Responsible Investment policy in
2020 and continued its work to fully integrate sustainability considerations
in accordance with the PRI.
In 2020, mindful of increased focus on sustainability factors, the Board
allocated responsibility for the Company's sustainability matters to Dawn
Crichard. In 2021, Ms Crichard was formally appointed as the sustainability
representative to the Board.
In 2021, the Investment Adviser formed a Responsible Investment committee. The
committee comprises senior personnel from across the business and is
responsible for all aspects of the Investment Adviser's Responsible Investment
policy.
In July 2022, the Board established a Sustainability committee which is
chaired by Ms Crichard, for the purpose of defining the Company's
sustainability strategy, overseeing the implementation and effectiveness of
such strategy and ensuring it is integrated with the Company's policies and
procedures. The committee provides a formal briefing and strategy paper at
each quarterly Board meeting and time is allocated to consider specific
sustainability matters.
During 2023, the Sustainability committee reviewed and updated the Company's
Modern Slavery Statement, further strengthening its governance framework.
Blackcraig Wind Farm achieved a GRESB score of 90 and a four-green-star
rating, reflecting the strong sustainability performance of the Company's
assets. The Investment Adviser also achieved carbon neutrality, reaching its
goal of becoming carbon neutral by 2023. Training on the SFDR was undertaken,
assessing its applicability to the Company and enhancing the Board's
understanding of evolving regulatory requirements.
In 2024, the Company strengthened its responsible investment approach by
formalising and publishing a comprehensive Sustainability Policy, while the
Investment Adviser achieved B Corp accreditation with a score of 99.4. ESG due
diligence was enhanced through the addition of biodiversity and DEI
considerations, alongside the introduction of climate and ESG-integrated
credit risk assessments for all new investments.
This year, the Investment Adviser completed a full credit risk assessment for
each underlying asset that incorporates ESG risk.
Looking ahead, the Company and the Investment Adviser plan to embed lessons
learned across the portfolio, deepen their support for borrowers' diversity
ambitions, and explore further carbon reduction initiatives. The Company also
intends to broaden the integration of sustainability factors throughout the
investment process with support from third party experts.
Reporting
In 2020, the Investment Adviser defined the project scope for quantifying
portfolio renewable energy exports, sustainability impacts and emissions, and
held initial discussions with independent specialists.
In 2021, the Company first started to report against the TCFD framework,
working to achieve compliance with the core elements of the TCFD. As a
company, it is currently exempt from the requirements, however the Investment
Adviser believes companies must be transparent on the financial implications
of climate change to their business and clearly set out the actions they are
taking to manage climate change risks and opportunities. The Investment
Adviser encourages the application of the TCFD framework across its funds. The
Company also published its first sustainability update encompassing its
current approach and future aspirations, and the Investment Adviser launched a
carbon offsetting scheme to offset the impact of its business activities. In
the same year, the Investment Adviser published its first Responsible
Investment report for the financial year. This report was further expanded in
2022 with the Investment Adviser also launching a dedicated area for
Responsible Investment on its website.
The following year, in 2022, the Company completed its data collection project
to quantify, develop and finalise ESG metrics and targets. It also partially
and voluntarily reported against the eleven recommendations of the TCFD and
completed a climate risk assessment for each portfolio asset.
Throughout 2023, the Company advanced its reporting practices by developing
its ESG data collection project, appointing Aardvark, an external consultant,
to review carbon emissions data, and expanding TCFD disclosures to include a
partial 2°C warming scenario. The Investment Adviser also assessed
biodiversity impacts for two assets and undertook training on biodiversity net
gain.
In 2024, the Company engaged Terra Instinct to conduct a climate risk gap
analysis and an ISSB gap analysis, continued collaborating with Aardvark to
refine and verify carbon emissions data, and further expanded its TCFD
reporting to cover all physical risks under a 2°C scenario.
This year, the Company continued its engagement with Aardvark to review its
data collection project and verify its calculated carbon emissions data, with
the aim of obtaining reasonable assurance over the data in the future.
Looking ahead, the Company aims to strengthen ESG metrics and portfolio-level
data quality, obtain limited assurance over emissions data and set additional
TCFD-aligned ESG targets. The Company will continue enhancing its climate risk
assessment in line with best practice and begin reporting under the relevant
SDR and/or SFDR disclosure regimes when they become applicable.
Awareness
In 2020, the Company was awarded the Green Economy Mark by the LSE, in
recognition of its contribution to positive environmental outcomes. In 2021,
the Company engaged an external consultant to undertake a perception study to
obtain stakeholder opinions from a strategic and ESG perspective. The Company
has sought to incorporate the recommendations from this survey.
During 2022, the Investment Adviser revised its business travel policy to
further encourage use of public transport and minimise flight travel to
support its carbon neutral target. Furthermore, it set up a charity of the
year scheme to contribute to as an organisation.
The next year, in 2023, the Company strengthened its approach to
sustainability by integrating biodiversity considerations into its investment
process and delivering biodiversity training for staff. The Investment Adviser
broadened its Responsible Investment report to include TCFD disclosures and
funded three ESG‑focused internships to support the Company's sustainability
strategy and data collection efforts.
In 2024, the Investment Adviser continued its participation in the 10,000
Black Interns and Young Women into Finance programmes, undertook a mid-term
Investors in People review, and expanded its charity of the year initiative.
This year, the Investment Adviser improved its Investors in People
accreditation to Silver following their review and offered two internships to
students as part of the 10,000 Black Interns programme and Young Women
into Finance programme.
Looking ahead, the Company is looking to introduce biodiversity net gain
reporting and further expand its TCFD disclosures, while the Investment
Adviser aims to continue offering internships with partner organisations and
implement a formal recruitment policy that incorporates DEI considerations.
ESG timeline
2019
Became signatory to the PRI(2)
Allocated ESG responsibility to Director(1)
2020
Responsible Investment committee formed(2)
Green Economy Mark awarded by LSE(1)
ESG representative appointed to Board(1)
Started reporting against TCFD framework(1)
2021
Carbon offsetting scheme introduced(2)
2022
Charity of the year scheme implemented(2)
ESG data collection project completed(1)
Achieved goal of carbon neutrality by 2023(2)
2023
Included partial 2°C warming scenario in TCFD disclosure(1)
Aardvark appointed to review carbon emissions data(1)
2024
Sustainability Policy implemented(1)
Terra Instinct engaged to perform gap analysis on climate risk assessment(1)
Achieved B Corp certification(2)
2025
Achieved Silver Investors in People accreditation(2)
Key
1.Company actions
2.Investment Adviser actions
Responsible investment
Responsible Investment
The Investment Adviser's Responsible Investment policy is integrated into
investment management processes and incorporates pre-investment, active
ownership and governance processes. Please refer page 5 to the Investment
Adviser's Responsible Investment report on its website for further
information.
The Investment Adviser has been a signatory to the PRI since 2019. The PRI,
established in 2006, is a global collaborative network of investors working
together to put the six principles of the PRI into practice. This year, the
Investment Adviser's PRI assessment score decreased slightly. It scored an
average of 79 points out of 100 and four out of five stars for each category.
This was a decrease of 1 point from the previous year, primarily due to PRI
reporting requirements on the proxy voting practices of the Investment
Adviser. Refer to page 6 of the Investment Adviser's Responsible Investment
report for further information.
Portfolio governance
Governance at the Company level is clearly managed and articulated to achieve
the Company's investment strategy, including managing risks and creating a
positive environmental and social impact. The Investment Adviser engages with
the underlying assets' boards to enhance governance at the portfolio level.
Investment documentation issued by the Company includes standard provisions to
ensure effective governance within investee companies including compliance by
these companies with applicable environmental, health and safety, anti-money
laundering, know your customer and employment requirements.
During the year, the Investment Adviser continued to develop its climate risk
assessment process for each underlying portfolio asset. The process assesses
the actual and potential impacts of climate-related risks and opportunities
across the portfolio and considers both physical and transition risks and
transition opportunities for each asset.
Further information can be found below.
The directors and employees of the Investment Adviser sit on the boards of,
and control, the SPVs through which the Company invests. The Company has
delegated the day-to-day operations of these SPVs to the Investment Adviser
through the Investment Advisory Agreement. The Company collects diversity data
on new investment opportunities and the Investment Adviser includes diversity
data in its responsible investment checklist, collecting data from potential
borrowers that approach the Company. Diversity data is also collected from
borrowers as part of the data collection project.
The Board and the Investment Adviser value relationships with borrowers,
ensuring time is spent building and maintaining these relationships.
Engagement takes the form of regular interaction with the borrowers by the
portfolio management teams, including periodic site visits to the underlying
assets and their managers. Site visits are an important aspect of the
portfolio management role and have both technical and commercial benefits.
They allow the Investment Adviser to assess the performance of both asset
and contractor and investigate any important project issues that arise.
Furthermore, site visits give the Investment Adviser the opportunity to
understand the operations and relationships important to each project and its
long-term success. Where the Company is exposed to RPs that have been graded
as non-compliant in respect of governance, the Investment Adviser has been
working with the RPs to improve processes, people and systems in seeking to
address the RSH's governance concerns.
In the financial year, 28 site visits were conducted, representing 25% of the
portfolio by value and 23% of all SPV companies, including renewables and
PPP/PFI assets in various UK locations.
SDR
The Policy Statement on Sustainability Disclosure Requirements ("SDR") and
investment labels sets out the UK FCA's final rules on anti‑greenwashing, a
new labelling regime, naming and marketing rules, product and entity-level
disclosures, as well as distributor obligations. As the Company is domiciled
in Jersey, it is a non-UK AIF and is therefore unable to use a sustainability
label at present. If HMT extends the SDR regime to overseas funds,
the Company will consider the implementation of a label. The Company is in
compliance with the anti-greenwashing rules issued under SDR.
On 14 February 2025, the FCA confirmed that it does not intend to publish a
policy statement in 2025 as it wants to ensure that extending SDR to portfolio
management delivers good outcomes for consumers, is practical for firms and
supports growth in the sector.
Data collection project
This year, the Investment Adviser continued to improve its data collection
project to collect material ESG metrics from the underlying portfolio for the
twelve month period to 30 June 2025(1).
The process involves the Investment Adviser's portfolio management team
liaising with each asset operator to obtain relevant ESG data on the
underlying portfolio assets. The data points that are considered material by
the Investment Adviser are detailed in the table below.
This year, environmental coverage increased from 77% in the prior year to 81%.
This was due to an increased response rate from borrowers. Several
challenges continued to be faced in respect of the availability of the data
requested, insofar as the Company is a debt provider and does not own or
control 96% of assets in the portfolio.
In the drive for increased transparency in reporting across the industry, the
Company has actively sought to improve its data collection project by
obtaining limited assurance of its carbon footprint data for the third
consecutive year.
1.Period chosen to facilitate data inclusion in the annual report.
The Company continued its engagement with Aardvark, an external ESG
certification service who provide independent and impartial auditing and
certification services. Aardvark reviewed the outputs from the data collection
project, verifying the emissions calculations and data for covering Scope 1
and 2 with the inclusion of Scope 3 as far as is practically possible. It was
found that a total of 73% of the assets by value had emissions calculations
that were supported by primary or secondary evidence.
Aardvark also reviewed where the use of estimated data would be useful or
potentially inaccurate for the missing data and concluded it wasn't necessary
in this year's data collection project.
The Company continues to prepare for a reasonable assurance process in the
future, with the assistance of Aardvark, who have provided valuable feedback
regarding the Company's carbon emission metrics over the last three years,
supporting ongoing enhancement.
Whilst 27% of the emissions data cannot be verified at this stage, the
reporting and verification process by Aardvark has led to the development and
identification of further steps the Company can take to improve this process
in future reporting periods.
Portfolio data coverage(1)
Environmental(2) +4%
2025 81%
2024 77%
Social(3) +4%
2025 77%
2024 73%
Governance(4) +5%
2025 85%
2024 80%
Carbon footprint(5)
2025
Primary and secondary data 73%
Estimated data 0%
No data 27%
2024
Primary and secondary data 74%
Estimated data 0%
No data 26%
Impact(6) -5%
2025 89%
2024 94%
1.Percentage of data entries for applicable KPIs per ESG area weighted by
portfolio value.
2.Air pollutants emitted, water consumption, waste generated/disposed, energy
conservation strategies and net habitat gain or loss.
3.Total FTEs, hours worked, satisfaction surveys, absenteeism rates, H&S
metrics, CBF contribution and key engagement initiatives with local
community/stakeholders.
4.Gender diversity, Board reporting, ISO alignment/certification, green
building certificates, governance and regulatory policies in place and audited
accounts.
5.Fuel combusted, imported energy use, water, waste, biogenic emissions,
mitigated emissions (landfill), renewable energy and biogas exported,
buildings' EPC ratings and energy efficiency plans.
6.People housed, school places, hospital beds and renewable energy and biogas
exported.
Governance
Disclose the organisation's governance around climate‑related risks and
opportunities.
Compliance statement
The Company has voluntarily and partially reported against all four core
elements of the TCFD and the eleven recommended disclosures, taking into
account the TCFD 'Guidance for All Sectors', as well as the supplemental
guidance for the financial sector.
This year, the Company has partially reported against 'Strategy (c)' in
respect of different climate-related scenarios, including its 2ºC or lower
scenario.
The Company has omitted to report against 'Metrics and Targets (c)' as the
Company continues to develop and refine its data collection exercise.
As a debt fund, the Board is committed to a thoughtful process of establishing
material, accurate and relevant climate-related metrics and targets. It
intends to continue developing its approach in the coming years, including its
aim of obtaining reasonable assurance over its ESG metrics.
For this reason, the Company is not in full compliance with the TCFD
requirements at this stage. It will continue to work towards full compliance.
A. The Board's oversight of climate-related risks and opportunities
The Board is responsible for setting and monitoring the Company's strategy,
which includes consideration of climate-related risks and opportunities
The Board is informed about relevant climate‑related issues as part of the
quarterly reporting cycle by the Investment Adviser and the Company's own
committees.
The Company's committees contribute as follows:
· Audit and Risk committee: responsible for climate-related
disclosures and sustainability risk assessment
· Sustainability committee: developing, implementing and monitoring
ESG-related policies and activities
· Investment committee: considering ESG impacts during the investment
due diligence process
· Management Engagement committee: ensuring key suppliers operate in
a socially responsible manner
The Sustainability committee formally meets once a year and engages informally
with the Investment Adviser and other service providers regularly, including
participating in briefings and new initiatives. It formally reports to the
Board at each quarterly Board meeting. This quarterly engagement includes
relevant training and ESG updates for the Board, both regulatory and Company
specific.
The Investment Adviser utilises external consultants as appropriate, and
acquires expertise where needed. This year, the Investment Adviser again
funded two internships to support the work the Board is doing as part of its
ESG processes and to assist the Investment Adviser with the climate risk
assessment and Sustainability Policy. The internships enabled the Company to
benefit from a fresh perspective with enthusiasm across environmental matters.
B. Describe management's role in assessing and managing climate-related risks
and opportunities
The Investment Adviser has over 15 years' experience in identifying assets
with a core environmental and/or social benefit for the Company. The
Investment Adviser's in-house expertise includes a Head of Private Credit who
has significant experience in incorporating sustainability factors into credit
ratings. Members of the investment team also have significant experience in
sustainable investing. Responsible investment processes are overseen by the
Responsible Investment committee, which reports to the board of the Investment
Adviser. Further information is provided on pages 80 to 81 of the full annual
report on the Company's website.
Climate risks are considered at each stage of the investment process,
including the initial deal screening of opportunities and investment due
diligence processes. Risk assessment takes the form of both quantitative
analysis and qualitative assessments which look at the sustainability approach
of investee companies.
Environmental impact assessments are carried out where appropriate as part of
the due diligence process to identify potential transition and physical short,
medium and long-term impacts on costs and viability across service providers
and investments.
ESG risks are also incorporated in the credit risk management process. The
Investment Adviser identifies relevant ESG risks which could materially impact
the credit quality of borrowers. The relevance and materiality of those ESG
risks are identified, recorded and assessed. The Investment Adviser assigns an
ESG risk (low, medium and high) to each loan to reflect ESG risks potentially
impacting the ability and willingness of the borrower to meet its financial
obligations on a timely basis. The risk of an asset becoming obsolete
because of the energy transition or physical climate risk (such as flooding or
drought) or governance without the necessary controls in place, would
be categorised as loans with a high ESG risk.
This information is presented to the Investment committee as part of the
investment approval process with the Board directly or indirectly addressing
climate-related risks and opportunities when evaluating and approving new
investments. The Investment Adviser provides fortnightly, ad hoc and quarterly
updates to the Board on asset performance, including the response of assets to
climate events.
Following execution and investment, key relevant climate-related risk factors
are monitored by the portfolio management teams. The Investment Adviser seeks
to engage with investors to understand relevant ESG factors and to manage
exposure to risks.
Strategy
Disclose the actual and potential impacts of climate-related risks and
opportunities on the organisation's businesses, strategy and financial
planning where such information is material.
A. Describe the climate-related risks and opportunities the organisation has
identified over the short, medium and long term
The Investment Adviser, through its climate risk assessment, has identified,
based on current climate conditions, that the portfolio is exposed to physical
risks arising from extreme weather events; examples include Storm Eowyn in
January 2025, which caused damage to anaerobic digestion plants in Northern
Ireland, impacting their production. However, the overall financial impact of
these physical risks to the Company is not material, with various mitigants in
place such as diverse asset type and location, and comprehensive insurance
policies which cover physical damage due to weather-related events. It is
recognised, however, that such insurance policies may not always be available
at a reasonable cost or at all and physical resilience or protection of assets
is kept under review and action is taken when it is appropriate and cost
effective.
The Company defines short, medium and long‑term risk time horizons as
follows: short term: zero to three years; medium term: four to eight years;
long term: more than eight years. When considering materiality, the Investment
Adviser considered the financial impact each risk could potentially have on
the asset if it were to materialise. Further information can be found below.
The main short-term physical risk exposures for the portfolio are water damage
and flooding. However, there are mitigants in place.
For example, the likelihood of these assets experiencing damage at the same
time is low due to their geographical dispersion.
Medium to long term, more frequent extreme weather may place significant
pressure on energy infrastructure, including renewables, and could cause
damage to components, power lines and transmission grids, including potential
disruption to supply chains. More frequent storms could also cause wind damage
at portfolio assets. Significant impacts may arise in the social
infrastructure sector, leading to localised strain on public services, and the
potential closure of facilities. Higher temperatures may also impact key
components of renewables projects and could also lead to the overheating of
buildings, which can adversely impact vulnerable people.
The Company is also exposed to transition risks in the short term from sudden
and unexpected changes to Government policy. An example of this is the
Electricity Generator Levy in the UK, which taxes certain renewable energy
generating assets until 2028, and the recent announcements from the UK
Government around potential changes to support mechanisms such as the
RO regime and FiT scheme.
In the medium to long term, any changes to MEES is expected to affect
properties in the social housing sector. Under current proposals, a spend-cap
exemption could limit the required investment per property to around £10,000.
Overall, 41% of the social housing portfolio has an EPC rating equal to a C or
above, whilst 37% has an EPC rating of D or below, with the remainder either
unavailable or unrated.
The obligation to improve the energy efficiency of the properties below a 'C'
rating sits with the third party RPs under fully repairing and insuring
leases, and this will be closely monitored with borrowers.
An increased focus on the sustainability aspects of the investment process
presents significant opportunities for the Company. At IPO, these
considerations were not as prominent for investors as they have become in
recent years.
Whilst many investment funds and companies are seeking to quantify and reduce
their negative environmental and social impact, the Company finds itself in a
position where all its investments have a positive environmental or social
contribution, meaning sustainability is inherent in the Company's portfolio.
As the UK embarks on the largest transformation of its infrastructure in
recent history as part of the transition to net zero, there will be a
significant private sector investment requirement to support this, and public
sector support will be needed across a range of asset classes. The Government
has pledged to work with the private sector to double onshore wind, triple
solar power and quadruple offshore wind by 2030, with increased spending
across the renewable energy infrastructure sector. The Government's Green
Prosperity Plan is set to 'partner with businesses' to invest in 'industries
of the future', with the aim of creating 650,000 jobs.
B. Describe the impact of climate‑related risks and opportunities on the
organisation's businesses, strategy and financial planning
The primary physical impact of climate change on the business will be
experienced by the Project Companies the Company lends to: firstly, by
increased operating costs or reduced revenues due to physical risks
materialising.
In many cases, physical mitigation measures exist and there is a degree of
contractual protection built into loan agreements from these increased costs.
Secondly, the credit quality of the Project Companies may deteriorate. For
example, extreme weather events might materially increase the cost of insuring
some assets, or they might make some assets uninsurable. These impacts, if
material, may lead to a reduction in the valuation of the portfolio.
Regarding the Company's strategy, the portfolio benefits from its geographic,
technological and market diversification. Conversely, opportunities may arise
which enable the Company to deploy capital to a wider range of asset classes,
providing further diversification into new sectors and thereby increasing
revenues.
For financial planning, one potential transitional impact of climate change
arises from the increased deployment of renewable power generation reducing
the marginal cost of electricity and impacting revenue. A mitigating factor
for this is the increased use of direct PPAs, which will thereby secure steady
revenue streams. The Investment Adviser, on behalf of the Company, has
successfully implemented a number of these agreements. Further information on
the Company's electricity price exposure can be found above. Based on the
climate risk analysis undertaken, referred to below, the Investment Adviser
does not currently propose to make any changes to financial forecasts due to
climate risk.
C. Describe the resilience of the organisation's strategy, taking into
consideration different climate-related scenarios, including a 2ºC or lower
scenario
The climate change risk assessment carried out by the Investment Adviser has
concluded that the Company's strategy is resilient to both the physical and
transition risks associated with climate change. This year, the Investment
Adviser continued to run its 2ºC or lower scenario to include analysis of
changes in physical risks. In doing so, it has noted resilience to the
identified physical risks associated with climate change, with heat stress the
only score that increases in a 2ºC or lower global warming scenario. The
other physical risk scores remained the same. Transition risks were not
included in the assessment, due to difficulty in obtaining independent data
points. However, the Investment Adviser will look to include these in future
climate risk assessments as it works towards the Company achieving full
compliance with TCFD.
The results of the assessment demonstrated that whilst there are physical and
transition risks in the context of the Company's diversified portfolio, the
financial impacts were not material. For example, a storm might generate
strong winds which could have a negative impact on revenue from wind turbines,
causing them to shut down in stormy conditions, but would not necessarily have
an adverse impact on other assets in the portfolio, illustrating the
resilience of a diversified portfolio.
Risk management
Disclose how the organisation identifies, assesses and manages climate-related
risks.
A. Describe the organisation's processes for identifying and
assessing climate‑related risks
The Board of Directors directly or indirectly addresses climate-related risks
and opportunities when evaluating and approving new investments, including a
climate risk assessment for each new investment.
As part of the Investment Adviser's due diligence process, climate risk
assessments are carried out on each portfolio asset where appropriate. The
Investment Adviser also carries out ongoing performance monitoring, including
asset site visits by experienced personnel; further information is given
above. Fortnightly updates and quarterly detailed reports on asset performance
are also provided to the Board.
Climate change has become a key risk faced by infrastructure investors. The
Company continues to focus on the potential impacts of climate change and the
risk factors associated with rising global temperatures. As such, the
Investment Adviser has conducted a detailed portfolio-wide climate risk
assessment across each of the individual assets in the portfolio. This risk
assessment includes an analysis of the impact of a 2ºC or lower global
warming scenario.
The risk assessment considers nine risk factors divided between physical and
transition risks:
· Physical risks: these are events that are driven by a shift in
temperatures and weather patterns. The assessment considers five risks: flood
risk; heat stress; water stress; fires and wildfires; and severe winds and
storms. These events have been chosen based on their materiality to the
overall portfolio. Refer to the table below for further detail
on materiality.
· Transition risks: these are the risks related to the transition to
a low-carbon economy. Four areas were considered: policy or regulatory;
technological; market; and reputational risks.
External and internal data points were used to assess assets in the portfolio.
Historic weather data was used to inform heat stress, water stress and severe
wind. UK Government databases were used to obtain flood risk and wildfire data
for all available sites in the portfolio. IPCC data was used to determine heat
stress, water stress and severe winds in the 2ºC warming scenario. The
Beaufort wind scale was used to assess the threshold at which wind speeds are
considered high. EPC ratings were obtained from UK Government databases.
An asset-by-asset assessment was undertaken internally by the Investment
Adviser's portfolio management team to consider the specifics of each
investment and to understand the overall exposure to climate change and any
mitigating factors. The results from the risk assessment form part of the
portfolio management decision‑making process and help identify further
mitigation strategies, informing whether any changes are required to the
underlying financial forecasts of the Company.
The climate risk assessment was completed by evaluating the impact and
likelihood of a climate change event happening within the remaining lifetime
of each asset, divided between physical and transition risks. The risk
assessment scores were calculated by multiplying impact and likelihood metrics
to form a total score for each asset.
For physical and transition risk, the impact metric indicates the financial
impact each risk could potentially have on the asset. This metric is scored on
a scale of 1 to 5, with 5 being the highest and 1 having a lower impact.
Each score indicates a specific financial impact as shown in the table below:
Score Materiality Impact
5 Significant >£5 million
4 Major £2 million - £5 million
3 Moderate £501,000 - £2 million
2 Minor £51,000 - £500,000
1 Negligible <£50,000
The likelihood score for physical risk is based on past Met Office data to
determine the probability of a specific weather event happening, based on the
specific location of the asset.
For transition risk, the likelihood score was rated between 0% and 100% based
on the probability of a climate event happening within the remaining lifetime
of the asset. This probability was converted to a score between 1 and 5 to
keep consistency between the physical and transition risk likelihood scores,
seen in the table below:
Probability Score
<5% 1
5% - 15% 2
15% - 25% 3
25% - 35% 4
>35% 5
The impact and likelihood metrics were multiplied with each other to give a
score for each risk identified, which led to each physical and transition risk
metric being given a total rating out of 25. These individual ratings were
then weighted by the portfolio valuation of each asset to give an aggregated
score by sub-sector and sector. A final rating between 0 and 25 was obtained
by combining total physical and transition risks scores.
The chart based on the weighted average rating for each sector on page 58 of
the full annual report on the Company's website shows the output of this
process, indicating the sectors that are most vulnerable to climate change.
The placement of each sector highlights its risk exposure, with a low risk
between 0-33%, medium risk between 33-66% and high risk between 66-100%. Each
sector is plotted based on the risk percentage for each physical and
transition risk.
Under physical risks, the biggest exposure is to water stress and flood risk.
An increase in the frequency of water stress is most likely to impact the
renewables sector, while an increase in flood risk is most likely to impact
the social housing sector.
Under transition risks, the portfolio is most exposed to policy/regulatory
change, as well as technological change. Within the renewables portfolio,
biomass projects account for some 11% of portfolio value and are most likely
to be influenced by regulatory and market changes. While the Investment
Adviser views the biomass sector as well placed to benefit from the transition
to net zero as a form of low-carbon baseload power, uncertainty around the
possible participation in the UK ETS, along with future power price caps for
renewable generators, is reflected in the regulatory and technological
risk scores.
The Investment Adviser also undertook the analysis of a 2ºC or lower global
warming scenario on assets in the portfolio. This analysis concluded that the
Company's strategy is relatively resilient to the physical risks associated
with climate change.
In the 2ºC scenario, the Investment Adviser considered changes in the
likelihood of the occurrence of physical climate risks and focused on the
impact of a 2ºC change in likelihood scores in the physical risk section.
Transition risks were not included due to difficulty in obtaining independent
data points, as well as the assumption that transition risks will not be
impacted in the same way as physical risks in a 2ºC warming scenario.
The Company recognises it has further to go in achieving full compliance with
a 2ºC increased temperature scenario because of this and is committed to
including transition risk data points in future years.
The likelihood score for heat stress, water stress, severe winds and wildfires
in a 2ºC temperature increase scenario was based on the probability of each
metric occurring, using past Met Office data and UK Government data to
determine the probability of a specific weather event and applying a
multiplier for each physical risk. This multiplier was based on data from the
IPCC, which is the United Nations body for assessing climate change.
After running the 2ºC scenario, it was determined that physical risks mostly
remained the same, with the exception of heat stress, which increased by 3
rating points. This has led the Investment Adviser to conclude that the
Company's strategy is relatively resilient to both the physical and transition
risks associated with climate change.
The Investment Adviser and the Board recognise that the prioritisation of
climate change requires a change of Government approach, primarily through
regulation. Regulatory changes through mechanisms such as the UK ETS, power
price caps, energy efficiency standards, changes to the RO regime, FiT schemes
and windfall taxes on renewable energy generators may further impact the
portfolio.
Based on the analysis undertaken, the Investment Adviser does not currently
propose to make any changes to its financial forecasts due to climate risk.
As detailed above, in the medium to long term, any changes to MEES for
buildings could impact certain assets, and these will be closely monitored
with borrowers. The Investment Adviser also intends to closely monitor the
impact of rising global temperatures on its investments, as the increasing
likelihood of rising temperatures could impact the portfolio, as evidenced in
a 2ºC rising temperature scenario. The Investment Adviser updates the climate
risk assessment on an annual basis.
The Company will continue to refine its approach to materiality as the
availability, completeness and accuracy of data improves over time.
Whilst the Investment Adviser has concluded that the portfolio is exposed to
low physical and transition risk, the climate opportunities for each asset
have not been quantified in this exercise. This is an area that will be
considered further in future assessments.
The Investment Adviser has identified several transition opportunities for the
Company. These surround optimisation, expansion and life extension
opportunities for the portfolio following growing demand for renewable energy
and energy security. This is expected to cause renewable energy demand to
increase, driven by the decarbonisation of transport and heating amongst other
factors.
While opportunities related to physical and transition risks have not been
quantified to date, the Board and the Investment Adviser hope to include these
in future reports.
The Investment Adviser aims to continue improving all areas of its climate
risk assessment, including the data collection process, controls around this
process and creating meaningful disclosures in order to help monitor and
mitigate exposure to climate change. Areas identified for improvement include:
· including transition risks in a 2ºC or lower scenario;
· improving the data sources utilised in the assessment; and
· combining climate opportunities into the assessment.
B. Describe the organisation's processes for managing climate-related risks
The portfolio is diversified across a number of asset classes and ESG
processes are embedded into investment decision making. The importance of the
Investment Adviser's engagement and influence in helping portfolio companies
improve their ESG performance is crucial. Further information is given in the
risk section below.
C. Describe how processes for identifying, assessing and managing
climate-related risks are integrated into the organisation's overall risk
management
The way in which the Company manages risk and principal risks and
uncertainties is described below. The Board does not consider climate-related
risk a principal risk, however it does recognise climate-related risk as an
emerging risk. Refer below for further information.
Metrics and targets
Disclose the metrics and targets used to assess and manage the relevant
climate-related risks and opportunities where such information is material.
A. Disclose the metrics used by the organisation to assess climate-related
risks and opportunities in line with its strategy and risk management process
The Investment Adviser includes an assessment of ESG characteristics in every
investment proposal submitted to the Company's Investment committee for
approval. Prior to the approval of a new investment, the Investment Adviser
assesses how the investment rates against relevant ESG criteria, laid out in
an ESG checklist tailored to the Company. The checklist typically covers the
counterparty's commitment and capability to effectively identify, monitor and
manage potential ESG-related risks and opportunities and, to the extent
applicable, the availability of relevant policies and procedures, alignment
with industry or investment-specific standards and ratings, and compliance
with relevant ESG-related regulation and legislation. Each asset undergoes a
credit risk assessment that incorporates ESG risk, which reflects the
potential for ESG risks to impact the ability and willingness of the borrower
to meet their financial obligations in a timely basis.
During the year, the Investment Adviser carried out a climate risk assessment
for each underlying asset. Further information on the methodology used to
complete the climate risk assessment is included above.
B. Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas
emissions and the related risks
As an investment company, the Company does not have a significant
environmental impact by itself.
With no employees or property and an outsourced services model, there are no
Scope 1 (direct) and Scope 2 (indirect through power demand) climate-related
emissions to report, and as an investment fund specifically, its Scope 3
(other indirect) emissions fall under two categories within Scope 3 as defined
by the GHG Protocol:
Category 1: Purchased goods and services
The emissions from services provided by the Company's top ten third party
service providers and emissions from travel of the Board. The top ten third
party service providers represent 92% of the annual expenditure of the Company
and therefore these were deemed the most material in the context of the
Company's outsourced service model.
The Company used a supplier-specific approach whereby expenditure for each
service provider is multiplied by the service provider's organisational carbon
footprint intensity in tCO2e (market‑based Scope 1 and 2 plus upstream Scope
3 emissions) as disclosed through publicly available data. Using this
approach, the Company was able to report attributable supplier emissions
covering 89% of its annual spend across nine of its top ten suppliers.
Category 15: Investments
The emissions of the underlying portfolio. This is the fourth year a detailed
data collection exercise has been undertaken, and there are still plenty of
challenges faced in respect to the availability of the data requested, insofar
as the Company is a debt provider and does not own or control 96% of assets in
the portfolio.
As such, emissions data points were obtained from 73% of portfolio assets by
value. Estimated emissions data was not used this year, due to the increase in
emissions data collected directly from portfolio assets. Further steps will be
taken to improve this process in future reporting periods.
The Investment Adviser will continue to liaise with asset operators to improve
and refine the availability of future ESG data which will continue to be
collected and reported on an annual basis. Further information on the data
collection exercise can be found above.
The Company has measured and disclosed the emissions from its underlying
portfolio in accordance with the GHG Protocol. Emissions from investments
(Category 15) comprise proportional Scope 1 and Scope 2 and limited Scope 3
emissions of the underlying portfolio and have been allocated based on the
Company's proportional share of total enterprise value (total equity plus
debt) in accordance with the guidance for debt investments and
project finance.
The Company has not reported total projected lifetime Scope 1 and Scope 2
emissions of any new projects financed during the year. It will seek to
include this information for future years where possible.
Greenhouse gas emissions
The Company has measured its emissions in accordance with the GHG Protocol. An
operational control approach was used to define the organisational boundary
and responsibility for GHG emissions. Emissions have been measured over the
twelve month period to 30 June 2025. The period chosen was to facilitate data
inclusion in the Company's annual report.
30 September 2025(1) 30 September 2024(1)
Absolute Attributable Absolute Attributable
emissions emissions emissions emissions
tCO2e tCO2e tCO2e tCO2e
Portfolio Portfolio Portfolio Portfolio
GHG emissions Scope 1, 2 & 3 Scope 1, 2 & 3 Scope 1, 2 & 3 Scope 1, 2 & 3
Scope 1 Direct GHG emissions - occur from sources that are owned or controlled by the - - - -
organisation
Scope 2 Indirect GHG emissions - occur from the generation of purchased electricity, - - - -
heating, cooling and steam
Energy consumption used to calculate above emissions: /(kWh) - - - -
Total gross Scope 1 and Scope 2 emissions /tCO2e - - - -
Scope 3 Category 1, emissions from indirect purchased goods and services 209 209 171 171
Category 15, emissions from investments 57,104 24,584 43,136 15,948
Total gross Scope 3 emissions /tCO2e 57,313 24,793 43,307 16,119
Total gross Scope 1, Scope 2 and Scope 3 emissions /tCO2e 57,313 24,793 43,307 16,119
C. Describe the targets used by the organisation to manage climate-related
risks and performance against targets
The Board and the Investment Adviser are committed to improving the Company's
data capture and disclosure to help drive more consistent reporting across the
industry. The Company has continued to make progress towards achieving full
compliance with TCFD and has expanded its reporting this year to include more
EPC data for buildings.
The Company intends to continue to develop its approach in relation to
targets. However, given that the Company does not own or control 96% of the
assets in the portfolio, certain challenges remain around setting
climate-related targets at a portfolio level.
The Company has thoroughly considered the implementation of the SBTi,
particularly regarding target setting.
However, there is currently no existing guidance from the SBTi on the
infrastructure sector which assists with formulating targets. Formally
submitting targets comes at a cost to the Company and it is therefore
important to ensure it is good value for stakeholders. The first step is to
establish internal targets, and the Company is in the process of ensuring
robust and reliable data to establish a target base year.
The data collection exercise undertaken this year continues to provide the
Company with useful portfolio-level data. This allows the Board and the
Investment Adviser to focus on areas that are material. The data will also
assist the Board in selecting relevant targets to manage risk and performance
and inform other mitigations such as regular engagement, oversight and review.
The Company also engaged Aardvark, an independent and external provider, to
advise on potential next steps to enable it to extend its reasonable assurance
to commission independent assurance of its ESG data collection process in
future years.
The Investment Adviser runs its operations on a carbon-neutral basis. The
Company is committed to achieving carbon neutrality by offsetting emissions
generated by business travel, therefore supporting the transition to net zero.
1.Twelve month period to 30 June 2025/2024 to facilitate data inclusion in the
Company's annual report.
Stakeholders
Introduction
As a member of the AIC, the Company reports against the AIC Code on a comply
or explain basis. Whilst the Company is not domiciled in the UK, by reporting
against the AIC Code, the Company voluntarily meets the obligations under
section 172 of the UK Companies Act 2006.
The Directors seek to understand the needs and priorities of the Company's
stakeholders in accordance with the UK Companies Act 2006. All Board
discussions involve careful consideration of the longer‑term consequences of
any decisions and their implications for stakeholders.
Stakeholders are integral to the long‑term success of the Company. The Board
believes that the Company's key stakeholders comprise shareholders, borrowers,
lenders, the public sector, suppliers and local communities. This section sets
out why and how the Company engages with these stakeholders and the actions
taken by it to ensure their interests are considered by the Board.
The Board always aims to be fair and balanced in its approach. The needs of
different stakeholders are considered as well as the consequences of any
long-term decisions.
Stakeholder relationships provide the foundation for the Company's longevity,
which is beneficial to all parties. The Board understands the value of
maintaining a high standard of business conduct and stakeholder engagement,
whilst also ensuring the Company positively impacts the environment in which
it operates.
The Directors recognise that, both individually and collectively, their
overarching duty is to act in good faith and in a way that promotes the
success of the Company as set out in section 172 of the UK Companies Act 2006.
The Directors act for the benefit of shareholders and in the interests of
stakeholders as a whole, having regard, amongst other matters, for the likely
consequences of any decision in the long term on the following considerations.
Section 172: Promoting the success of the Company
The Board of Directors consider, both individually and together, that they
have acted in a way they consider, in good faith, is likely to promote the
success of the Company for the benefit of its members as a whole in the
decisions taken during the year as set out below.
The interests of the Company's employees
The Company has no employees but has close working relationships with the
employees of the Investment Adviser and the Administrator to which it
outsources its main functions.
Refer to the stakeholder engagement section above and to the governance
section on pages 74 to 101 of the full annual report on the Company's website.
The need to foster the Company's business relationships with suppliers,
customers and others
The Board has a close working relationship with all its advisers and regularly
engages with all parties.
Refer to the stakeholder engagement section above and below.
The impact of the Company's operations on the community and the environment
The Company's activities are beneficial to the environment as they comprise,
in part, renewable energy investments that positively impact the environment
and climate change, regulatory and UK Government targets.
Refer to the sustainability section above.
The desirability of the Company maintaining a reputation for high standards of
business conduct
Under the leadership of the Chairman, the Board operates with the core values
of integrity and impartiality and the aim of maintaining its reputation for
high standards in all areas of the business it conducts.
Refer to Board values and culture in the governance section on page 83 of the
full annual report on the Company's website.
The need to act fairly between shareholders of the Company
The Board actively engages with shareholders and considers their interests
when setting the Company's strategy.
Refer to the stakeholder engagement section above and below.
Stakeholders: Why and how we engage
Shareholders
All investors in the Company, be they institutional, such as pension funds or
wealth managers, or retail, such as private individuals.
Why engage
The Company generates earnings that benefit shareholders through dividend
income. The Board and the Investment Adviser recognise the importance of
engaging with shareholders on a regular basis to maintain a high level of
transparency and accountability, acting fairly and to inform the Company's
decision making and future strategy.
How the Company engages
The Company, primarily through its Investment Adviser and brokers, engages in
ongoing communication with its shareholders via market interactions, analyst
and marketing presentations who regularly provide feedback to the Board. The
feedback received from shareholders during the course of these interactions is
taken into consideration when setting the future strategy of the Company and
any Board decisions which impact shareholders.
The Board encourages shareholders to attend and vote at general meetings of
the Company so that they may discuss governance and strategy with them and
understand their issues and concerns. The Chairman of the Board and the Chair
of each committee attend general meetings of the Company to answer any
questions posed by shareholders.
The Board recognises that the Company is required to have its formal
shareholder meetings in Jersey, which may preclude shareholders from
attending. To address this issue, the Company, together with the Investment
Adviser, annually host a 'Capital Markets Day' in London.
This year the event was held in January 2025 and provided an opportunity for
investors to meet the Board, the Investment Adviser and investee companies, as
well as hearing in greater detail the work being undertaken to drive value
within the portfolio. The presentation from the event is available on the
Company's website.
The Board and/or the Investment Adviser met with 62 existing or potential
shareholders, delivered four webinars and ran one asset site visit for
shareholders during the year. The Investment Adviser has also presented at six
events this year to over 300 attendees, and has created an investor portal
that gives shareholders access to detailed information about the Company's
portfolio. Any shareholder that would like access to the portal should contact
the Investment Adviser for further information.
Further communication with shareholders is achieved through the annual and
half‑yearly reports, news releases via the LSE and the Company's website.
This information is supplemented by the quarterly calculation and publication
of the NAV per share on the LSE and the publication of a quarterly factsheet
by the Investment Adviser.
The Company's annual report is dispatched to shareholders by post (where
requested) and is also available to download from the Company's website,
together with the half-yearly report. In the annual report, the Directors seek
to provide shareholders with sufficient information to allow them to obtain a
reasonable understanding of developments affecting the business and the
prospects for the Company in the year ahead. Refer to above and below for
further information.
Up‑to-date information is provided on the Company's website.
Key Board decision:
Share buyback programme
The Board launched a £15 million share buyback programme in March 2023,
pausing at the end of 2023 after repurchasing c.17 million shares for an
aggregate cost of £12.8 million at an average price of 76.1 pence per share.
The Board resumed the share buyback programme in December 2024 and then
further extended it by £25 million in January 2025 as part of the capital
allocation policy. Refer above for further information on the capital
allocation policy.
Process:
A Board meeting was held in December 2024 to discuss a recommendation from the
Investment Adviser and the Broker that the Board recommence the existing share
buyback programme. During this meeting, the Board considered, amongst other
matters, the (i) share price discount¹ to NAV, (ii) potential NAV accretion
from buybacks against the investment pipeline, and (iii) available cash
resources.
A further Board meeting was held in January 2025 to discuss the £25 million
extension of the existing share buyback programme.
It was recognised that the repurchase of shares does not necessarily have a
significant impact on the share price. However, it is a means of returning
capital to shareholders as part of the Company's stated aim under its capital
allocation policy to return up to £50 million to shareholders.
Outcomes:
Since the commencement of the share buyback programme in March 2023 and up to
the year end, the Company has repurchased 47.8 million shares at a weighted
average price of 74.50 pence per share. Post year end, the Company repurchased
1.7 million shares. All shares repurchased are held in treasury.
Borrowers
Owners of the Project Companies to which the Company advances loans
Why engage
The Company values its relationships with borrowers, ensuring time is spent
building and maintaining these relationships. By engaging with borrowers and
understanding their needs, the Company can build long-lasting relationships
that are beneficial to both parties. Borrower contact enables direct feedback
and informs strategic decision making at the Board level.
How the Company engages
The Investment Adviser closely engages with borrowers on an ongoing basis.
Engagement takes the form of regular interaction with the borrowers by its
dedicated portfolio management team.
The focus for the year has been on refinancing loans and disposing of
investments where appropriate to achieve the Company's capital allocation
policy aims.
The Company made disposals and realisations generating £46.4 million of
total proceeds during the year. This brings the total proceeds received since
the announcement of the capital allocation policy to £77.8 million.
The Company has been able to advance a further £24.7 million to existing
borrowers in the financial year under review, with a further £1.7 million
post year end.
The Investment Adviser also engages with borrowers to collect ESG data as part
of the data collection project. Refer above for further information.
The Board takes advantage of all available opportunities to engage with
borrowers. This includes participating in site visits led by the Investment
Adviser. Refer above for further information about site visits carried out
during the year.
Suppliers
Suppliers across the UK and Jersey who provide administrative services to
the Company.
Why engage
The Company's suppliers include third party service providers engaged to
provide corporate or administrative services, in addition to the investment
advisory services provided by the Investment Adviser. These services are
critical to the ongoing operational performance of the Company. It relies on
the performance of third party service providers to perform its main
functions.
How the Company engages
The Board has a close working relationship with all its advisers and regularly
engages with all parties. The Management Engagement committee regularly
monitors the performance and reviews the terms of each service contract. This
informs decision making at the Board level in regard to the continuing
appointment of service providers.
The Audit and Risk committee also conducts an annual review of the internal
controls of the Investment Adviser and the Administrator; this includes a
visit to the offices of both service providers. Refer below for further
details.
Key Board decision:
Audit tender
With the ten year anniversary of KPMG being appointed as the Company's Auditor
approaching, coupled with the requirement to conduct an audit tender process
at least every ten years (per the 'statutory audit services for large
companies market investigation (mandatory use of competitive tender processes
and Audit Committee responsibilities) order 2014)', the Board decided to put
the audit out for a tender, in advance of the ten year deadline.
Process:
After due and careful consideration, the Board invited five audit firms,
including the incumbent, to the tender process. Four audit firms proceeded to
submit audit tender proposals to the Audit and Risk committee for
consideration.
Following a comprehensive review of the proposals, the Audit and Risk
committee invited a shortlist of three audit firms to present their proposals
for further assessment and discussion. After the conclusion of the
presentations, the Audit and Risk committee tabled their audit tender report
together with their recommendations to a Board meeting for the Board's
consideration and approval.
The key criteria considered by the Audit and Risk committee while preparing
its audit tender report included audit quality, infrastructure audit and
valuation experience, audit approach, potential for value add and fees.
Outcomes:
Following the conclusions of the formal competitive audit tender process led
by the Company's Audit and Risk committee, the Board approved the
re-appointment of KPMG as the Company's Auditor.
Public sector
Organisations owned and operated by the UK Government that exist to provide
public services for society.
Why engage
Governments and regulators play a central role in shaping renewable energy,
PFI and social housing sector policy. Changes in UK Government policy may
adversely affect the ability of the Company to successfully pursue its
investment policy and meet its investment objective or provide favourable
returns to shareholders.
How the Company engages
The Company engages with local government and regulatory bodies at regular
intervals and participates in focus groups and research projects on the
infrastructure sector through the Investment Adviser. UK infrastructure policy
informs strategic decision making at a Board level with consideration given to
the impact the Company has on the sector.
Cost disclosure requirements have impacted the Company this financial year;
however, positive developments have been made, with a Statutory Instrument to
remove the requirement for investment companies to publish ongoing charges
becoming law on 22 November 2024. Furthermore, post year-end, the FCA
confirmed that UK-listed closed-end funds will be given flexibility under the
new CCI rules, which are expected to come into effect around June 2027.
The Investment Adviser has been involved in the campaign to resolve the cost
disclosure issue, and it has been an area of engagement for the Company.
The Company also remains supportive of broader market and policy initiatives
designed to mobilise private capital in support of the UK's decarbonisation
and net-zero objectives.
Following the change of Government, there has been an increased national focus
on accelerating the UK's decarbonisation agenda. In its first Budget,
delivered in October 2024, the new Government reaffirmed its ambition to make
the UK a clean-energy superpower and introduced measures aimed at stimulating
investment in renewable generation, grid infrastructure and emerging
clean-technology sectors. This policy direction is positive for the Company.
The Investment Adviser has a strong track record in renewable energy and a
proven ability to identify opportunities in emerging and complementary
technologies, and the Company is therefore well positioned to capture the
increasing volume of investment opportunities presented by the transition to a
low-carbon economy
Society
The Company makes a positive impact through its investments in renewables and
assets such as schools and hospitals which are integral to society.
Why engage
Through its investments in renewable energy projects and assets such as
schools and hospitals, the Company's activities indirectly impact the lives of
thousands of people across the UK. The Company is committed to being socially
responsible and the Directors consider community involvement to be an
important part of that responsibility.
How the Company engages
The Company indirectly provides benefits to society through its investment
activities, as it contributes to the generation of renewable energy and
provides financing for infrastructure that has clear benefits to end users in
society.
Investing in renewables, PPP/PFI and social housing projects indirectly
creates job opportunities in supply chains that benefit local communities
across the UK.
Renewables projects not only have a positive impact on the environment but
also have wider benefits for society, for example, improving local communities
through CBFs.
The Company's investments in supported living have funded various social
housing projects across the UK, offering high-quality accommodation for
vulnerable people. The Investment Adviser is focused on operating to the
highest ethical standard in this area due to the vulnerability of
stakeholders.
Lenders
Financial institutions and providers of the Company's credit facilities.
Why engage
The Company's RCF is used to make investments in accordance with its
investment policy. This arrangement provides the Company with access to
flexible debt finance, enabling it to take advantage of investment
opportunities as they arise as opposed to holding cash which is awaiting
investment. Access to this facility is vital for the efficient capital
management of the Company.
How the Company engages
Lenders are financial institutions that provide debt finance in the form of an
RCF. The Company, through its Investment Adviser, engages with its lenders on
a regular basis, and there is a strong, supportive long‑standing
relationship. The Investment Adviser, on behalf of the Company, has engaged
positively with its lenders during the year.
The Company has in place an RCF with a total commitment of £150 million,
following the refinance of the previous facility in March 2024, where
commitments were reduced from £190 million in line with the Board's stated
intention of reducing leverage.
The new facility will expire in February 2027. Total leverage has been reduced
from £104 million at the time of announcement of the capital allocation
policy, to £20 million at 30 September 2025.
These arrangements provide the Company with continued access to flexible debt
finance, enabling it to take advantage of investment opportunities as they
arise, and may also be used to manage the Company's working capital
requirements from time to time.
Further details on the Company's RCF can be found in note 15 to the financial
statements.
Risk management
The Board and the Investment Adviser recognise that risk is inherent to the
operation of the Company and are committed to effective risk management to
protect and maximise shareholder value.
Approach to risk management
The Board has the ultimate responsibility for risk management and internal
controls within the Company. The Board has adopted a risk management framework
to govern how it identifies existing and emerging risks, determines risk
appetite, identifies mitigation and controls, and how it assesses, monitors
and measures risk and reports on risk.
Risk review process
The Board, with the assistance of the Audit and Risk committee, undertakes a
formal risk review twice a year to assess the effectiveness of the Company's
risk management process and internal control systems. During the year, the
Board continued to track its most material risks ('A' risks) on a risk matrix
showing relative probability and impact. This allowed the Board to identify
the eleven principal risks facing the Company, as described above and below.
Additional, less material, risks ('B' risks) are monitored by the Board on a
watchlist.
In addition to the Audit and Risk committee, the Company's Investment
committee, Management Engagement committee and Sustainability committee have a
key role and contribute to the overall risk management and governance
structure. Consideration is given to the materiality of risks in designing
systems of internal control; however, no system of control can provide
absolute assurance against the incidence of risk, misstatement or loss.
The following are the key components the Company has in place to provide
effective internal control:
Execution risk
· The Board and the Investment committee have agreed clearly defined
investment criteria, which specify investment characteristics, authority and
exposure limits.
· The Board and the Audit and Risk committee receive and review
assurance reports on the controls of the Investment Adviser and Administrator
undertaken by a professional third party service provider.
· The contractual agreements with the Investment Adviser and other
third party service providers, and their adherence and ongoing performance,
are regularly reviewed by the Board and at least annually by the Management
Engagement committee.
Portfolio risk
· The Investment Adviser prepares quarterly reports which allow the
Board to assess the performance of the Company's portfolio and more general
market conditions.
Financial risk
· The Investment Adviser and the Administrator prepare financial
projections and financial information which allow the Board to assess the
Company's activities and review its financial performance.
· The Company has policies and procedures in place to ensure
compliance with legal and regulatory requirements which are monitored by the
Board.
Other risks
· The Board monitors the outputs from the Company's and the
Investment Adviser's compliance officers.
Emerging risks
· Emerging risks are a standard item on the Board's agenda with a
continual focus and scanning of the regulatory horizon to ensure early
awareness and engagement.
· Climate risk is now a key consideration for the stability of future
risk-adjusted financial returns, with both physical and transition risks
considered.
· The Board, through its Sustainability committee, directly or
indirectly addresses climate-related risks and opportunities when evaluating
and approving new investments, including an ESG risk and impact assessment
completed for each new investment.
· More details on how the Board of Directors identifies, assesses and
manages emerging risks, including climate change risk, is provided below.
Risk appetite
As an investment company, the Company seeks to take investment risk. The
Company's investment policy above sets out the key components of its risk
appetite. The Company and the Board seek to manage investment risk within set
risk and return parameters. Information on the Investment Adviser's view on
current asset risk characteristics for each risk sector is included in the
Investment Adviser's report above.
Role of the AIFM
The Investment Adviser is the appointed AIFM to the Company and is required to
operate an effective and suitable risk management framework to allow the
identification, monitoring and management of the risks to which the Investment
Adviser and the AIFs under its management are exposed.
The Investment Adviser's permanent risk management function has a primary role
alongside the Board in shaping the risk policy of the Company. It also has
responsibility for risk monitoring and risk measuring to ensure that the risk
level complies with the Company's risk profile on an ongoing basis.
The principal risks faced by the Company detailed below are categorised under
the headings of execution risk, portfolio risk, financial risk(1) and other
risks.
Changes to the principal risks as a result of the risk review
During the half year review, the 'availability of suitable investments and
reinvestment risk' was lowered from a principal risk to a 'B' risk given the
ongoing disposal programme under the capital allocation policy. There have
been no further movements between categories.
Category 1: Execution risk
Risk Impact How the risk is managed Change in residual risk
1 Investment due diligence Stable
Due diligence may not always identify every material issue relevant to an If an investment underperforms relative to expectations, interest and The Board and the Investment Adviser conduct detailed reviews of each The economic outlook remains uncertain, with inflation and interest rates
investment. This risk is particularly heightened in newer sectors such as principal repayments may be lower than projected. This could directly reduce investment opportunity. Independent third party experts in finance, difficult to predict. The Board does not intend to raise this risk from its
geothermal, hydrogen storage, forestry and electric vehicles. the Company's financial returns and have a negative effect on overall technology, insurance and law are also engaged to assess project-specific current heightened level.
performance. risks and strengthen decision making.
Link to strategy: 1, 3
2 Reliance on the Investment Adviser Stable
The Company is dependent on the Investment Adviser and its key staff to Loss of key personnel, underperformance, weak controls or misconduct could The Board actively monitors performance of the Investment Adviser through The Investment Adviser continues to provide adequate resources and act with
implement the investment strategy, manage investments and oversee day-to-day have a material negative regular reporting, annual reviews and oversight committees. Contractual due skill, maintaining a constructive and collaborative relationship with the
operations.
safeguards, training and succession planning are in place, together with Board throughout the year.
impact on returns and may also damage the Company's reputation with annual control audits, business continuity plans and governance standards.
stakeholders and investors.
Link to strategy: 1, 3
3 Changes in laws, regulations and/or UK Government policy impacting Increased
investments
Shifts in regulation or policy, Adverse changes in policy could reduce profitability The Board monitors legislative and policy developments on an ongoing basis. Post year end, the UK Government consulted on changes to the indexation
The Investment Adviser engages with industry bodies to anticipate and applied to subsidies under the RO and FiT regimes that would, if implemented,
such as the introduction of the Electricity Generator Levy, may reduce across the portfolio, impact long-term returns, or reduce opportunities to influence emerging policy and assess potential implications represent a retrospective change to legislation on which investors including
investment performance or restrict reinvestment opportunities. reinvest capital in line with the Company's investment strategy.
the Company have relied. The Board is monitoring developments carefully.
for portfolio assets and reinvestment opportunities.
Link to strategy: 1, 2, 3
1.The principal financial risks, the Company's policies for managing these
risks and the policy and practice with regard to financial instruments are
summarised in note 19.
Category 2: Portfolio risk
Risk Impact How the risk is managed Change in residual risk
4 Performance of, and reliance on, subcontractors Decreased
The Company depends on subcontractors such as facilities managers and If a subcontractor fails, becomes insolvent, or is replaced at higher cost, The Investment Adviser conducts due diligence on subcontractors' competence Positive developments with several registered providers have been achieved.
operators to fulfil obligations under project contracts. project expenses may increase and returns to the Company may be negatively and financial strength. Diversification limits overreliance on individual There has been a further decrease in risk associated with borrowers being
affected. providers, and the Board reviews exposure levels regularly to ensure risk is exposed to RPs as they have progressed with restructuring activity.
mitigated through diversification.
Link to strategy: 1 2
5 Technological, operational or construction issues Stable
Assets face risks from operational failures, new or developing technologies, Problems such as equipment failure, cyber incidents or construction overruns The Investment Adviser undertakes extensive due diligence on technology and A portfolio of gas-to-grid anaerobic digestion projects continued to present
cyber threats, climate impacts and construction delays. could reduce expected cash flows, increase costs, or lead to project operations, requires insurance and manufacturer guarantees, and actively operational challenges. However, the Company's portfolio is now fully
underperformance. monitors assets with site visits and regular reporting. Security over assets operational with no construction or development risk, a material de-risking
provides recourse if borrowers default. from seven years ago, when construction exposure peaked at around 20%.
Link to strategy: 1 3
Category 3: Financial risk
Risk Impact How the risk is managed Change in residual year
6 Valuation Stable
The value of investments is based on assumptions for inflation, power prices, If assumptions prove incorrect or external conditions change significantly, The Investment Adviser uses conservative assumptions in financial models, Portfolio exposure to shareholder interests has increased sensitivity to
interest rates, costs and productivity. These valuations are sensitive to valuations could fall, creating volatility in results and reducing reported valuations are independently reviewed, and actual performance is monitored valuation changes, but overall volatility remains in line with expectations.
market changes and modelling errors. portfolio value. against forecasts. Discount rates are set at a premium(1) above risk-free This exposure has reduced by 5% from 9% since the introduction of the capital
rates, offering protection. allocation policy in 2023.
Link to strategy: 3
7 Company liquidity and balance sheet risk Decreased
The Company requires stable income and borrowing facilities to fund Unavailable borrowing facilities or reduced inflows could impair investment The Investment Adviser and the Board actively manage liquidity through the use Leverage has been reduced, and asset disposals and realisations have supported
investments and dividends. Restrictions in liquidity may constrain activity, limit dividend payments, and negatively affect financial stability. of forecasting, selective asset disposals and historically through revolving liquidity, strengthening the balance sheet position.
flexibility. credit facilities. Forward planning ensures sufficient flexibility to meet
operational and investment needs.
Link to strategy: 1
1.APM - for definition and calculation methodology, refer to the APMs section
below.
Category 4: Other risks
Risk Impact How the risk is managed Change in residual risk
8 Litigation or legal risk Decreased
The Company or its assets may face legal disputes or regulatory action, Material litigation could impair asset values, reduce Company returns, and The Investment Adviser keeps the Board informed of any legal or regulatory Previously disclosed litigation regarding several solar assets has been
leading to costs, delays or reputational damage. divert management resources from delivering on the investment strategy. developments. Insurance is assessed where relevant, and Board sub-committees resolved during the year.
may be formed for significant matters requiring close oversight.
Link to strategy: 1, 3
9 Geopolitical Increased
Conflicts, trade disruption, inflation and energy security challenges create Geopolitical instability may disrupt supply chains, increase costs, reduce The Investment Adviser and the Board actively monitor geopolitical events, Global risks remain, with conflict in Ukraine and tension in the Middle East.
uncertainty and potential volatility for infrastructure and renewable valuations, or depress returns from energy‑linked assets. engage with government stakeholders, and review exposure to ensure resilience. UK clean energy policy progress supports economic resilience, but US trade
investments. Quarterly reviews inform ongoing risk management strategies. policy may raise inflation, disrupt supply chains and slow growth.
Link to strategy: 1, 2, 3
10 Share price discount(1) or premium(1) to NAV Stable
Prolonged share price discount limits the Company's ability to raise capital A significant discount(1) may restrict the Company's ability The Company continues its share buyback programme, applies capital allocation Shares have traded at a discount(1) throughout the year. Buybacks have been
and may constrain portfolio growth.
policies, and closely monitors discount levels relative to NAV. These measures executed in line with the Company's capital allocation policy.
to raise new capital, which could hinder delivery of its investment strategy aim to improve sentiment and enhance shareholder value.
and reduce portfolio diversification.
Link to strategy: 1, 2, 3
11 Strategic positioning Increased
The Company's shares are trading at a persistent discount(1) to NAV. In this Poor investment strategy and/or execution could widen the share price The Board is prioritising deleveraging, buybacks and selective asset sales, The execution of the capital allocation policy is progressing, with progress
environment, prioritising deleveraging and buybacks over new investments is a discount(1), reduce shareholder trust, and weaken flexibility in future while maintaining a pipeline of opportunities. The Investment Adviser supports on debt reduction and ongoing portfolio rebalancing. Material progress has
key strategic decision, though shareholders may disagree with the strategy, or capital allocation. this process through active engagement been made, albeit slower than the Company and the Investment Adviser would
it may not work as intended.
have hoped. Further information is given above.
with the market.
Link to strategy: 1, 2, 3
1.APM - for definition and calculation methodology, refer to the APMs section
below.
Key to strategy references
1. Dividend income
2. Diversification
3. Capital preservation
Emerging risks
Emerging risks need to be managed differently than 'business as usual' risks.
Emerging risks are, by their nature, more challenging to identify, assess and
manage. There is a lack of data to assess and to base the risk response on.
The relevant emerging risks for the Company are described below. Emerging
risks is an area the Board will continue to consider.
Emerging risks
Risk Impact How the risk is managed Change in residual risk
1 Climate change Stable
a) Physical
Assets may face more frequent extreme weather events such as storms, flooding Severe weather could directly affect portfolio revenues, disrupt grid The Investment Adviser integrates ESG considerations, carries out climate risk Climate risk assessments have been completed and are reviewed regularly to
and heatwaves, leading to damage, disruption or reduced output. connections, or reduce the operational availability of assets. assessments, and monitors portfolio resilience. The Board and ESG committee ensure risks are properly identified and addressed.
oversee progress and ensure diversification reduces exposure to localised
events.
2 Climate change Stable
b) Transition
New regulation, insurance costs, policy changes and consumer behaviour may Transition risks could reduce returns through higher costs, reduced demand or The Investment Adviser and the Sustainability committee monitor policy, ensure Government action on climate policy continues to evolve, though frameworks
affect assets as economies shift to net zero. regulatory sanctions, with reputational damage also possible. compliance with evolving standards, and integrate ESG processes into decision remain under development and monitoring remains essential.
making and portfolio management.
Going concern
The Directors have considered the financial prospects of the Company for the
next twelve months and made an assessment of the Company's ability to continue
as a going concern. The Directors' assessment included consideration of the
availability of the Company's RCF, hedging arrangements, cash flow forecasts
and stress scenarios.
The Directors are satisfied that the Company has the resources to continue in
business for the foreseeable future and are not aware of any material
uncertainties that may cast significant doubt upon the Company's ability to
continue as a going concern.
Viability statement
At least twice a year, the Board carries out a robust assessment of the
principal and emerging risks facing the Company, including those that may
threaten its business model, future performance, solvency and liquidity.
The Directors have considered each of the Company's principal risks, detailed
above, that could materially affect the cash flows of the underlying projects
that support the Company's investments.
The impact of potential changes to the RO and FiT schemes have been considered
in the context of each relevant project in the portfolio.
The Directors also considered the Company's policy for monitoring, managing
and mitigating its exposure to these risks.
The Directors have assessed the prospects of the Company over a longer period
than the twelve months from the date of signing the report required by the
going concern provision.
The Board has conducted this review over a five year period as it believes
the risk of changes in UK Government policy that would result in retrospective
adjustments over a longer period is inherently difficult to accurately
predict.
This assessment involved an evaluation of the potential impact on the Company
of these risks occurring. Where appropriate, the Company's financial model was
subject to a sensitivity analysis involving flexing a number of key
assumptions in the underlying financial forecasts in order to analyse the
effect on the Company's net cash flows and other key financial ratios. The
assumptions used to model these scenarios included:
· an increase in the cost of debt by 3% over the all-in margin or
operating expenses of 50%;
· sensitivity to a 36% loss in interest income and 3.9% loss of
capital, per annum, based on a 99% confidence level loss on default metric,
derived from the project finance and infrastructure default loss rates
published by ratings agencies; and
· in light of the Government's recent consultation on changes to the
indexation of the RO and FiT schemes, the analysis included changes to ROC and
FiT indexation methodology on a forward-looking basis.
Alongside this analysis, reverse stress testing was carried out in order to
further assess the Company's viability. The sensitivity analysis was based on
a number of assumptions, including that the Company's RCF is refinanced in
advance of the date of expiry if required, and it remains in place to provide
short-term finance.
Given the projects that the Company's investments are secured against are all
UK infrastructure projects that generate long‑dated, public sector backed
cash flows, the Board considers the revenue of the Company over that period to
be dependable. This is supported by a diversified portfolio of investments,
reducing exposure to risks affecting a single sector.
Additionally, the Company primarily invests in long-dated UK infrastructure
debt that earns a fixed rate of interest and is repaid over time according to
a pre-determined amortisation schedule. As such, assuming that the underlying
projects perform as expected, the Company's cash inflows are predictable.
Based on this assessment of the principal risks facing the Company, stress
testing and reverse stress testing undertaken to assess the Company's
prospects, the Directors have a reasonable expectation that the Company will
be able to continue in operation and meet its liabilities as they fall due
over the five year period of assessment.
Approval
The strategic report has been approved by the Board and signed on its behalf
by:
Andrew Didham
Chairman
10 December 2025
Financial statements
Autumn Budget 2025
The Autumn budget restated several infrastructure commitments that were made
during 2025, including those in the UK's 10-year Infrastructure Strategy and
Clean Power 2030 plan. Reforms to accelerate planning and expand local
authority capacity are welcome and should, over time, reduce delivery
bottlenecks and support predictable origination for essential-services
infrastructure. Significant investments in UK infrastructure have been
committed to during 2025, including new water infrastructure, power generation
with carbon capture, nuclear power and grid infrastructure. This momentum
needs to continue into 2026.
Despite this, the budget's £26 billion in tax rises through threshold
freezes, higher taxes on investment income and tightened pension relief, may
reshape investor behaviour, potentially affecting capital availability and
pricing for infrastructure debt and equity. The planned future electric
vehicle pay-per-mile levy introduces uncertainty for low-carbon transport
demand profiles, though the near-term impact is limited.
Moving the source of funding for the renewables obligation, a mechanism that
supports renewable generators, from energy bills to general taxation in itself
will not change the amount available to projects that benefit from this
scheme. The proposals on retrospectively changing the basis of indexation for
the RO and FiT scheme, and any changes to the approach taken to renewable
obligation certificate recycle values post 2027 would, in the Investment
Adviser's view, be more damaging.
Despite the budget, investors remain concerned by the UK's long-term prospects
and as a result, have been reducing allocations to long-duration UK exposure,
which has impacted demand for the Company's shares.
Statement of Directors' responsibilities
In respect of the annual report and financial statements
The Directors are responsible for preparing the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under Jersey Company Law they have elected to prepare the
financial statements in accordance with IFRS as adopted by the EU and
applicable law.
Under Jersey Company Law, the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair view of
the state of affairs of the Company and of the profit or loss of the Company
for that period. In preparing these financial statements, the Directors are
required to:
· select suitable accounting policies and apply them consistently;
· make judgements and estimates that are reasonable and prudent;
· state whether applicable accounting standards have been followed,
subject to any material departures disclosed and explained in the financial
statements;
· assess the Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern; and
· use the going concern basis of accounting unless they either intend
to liquidate the Company or to cease operations, or have no realistic
alternative but to do so.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with Jersey Company
Law. They are responsible for such internal control as they determine is
necessary to enable the preparation of financial statements that are free from
misstatement, whether due to fraud or error, and have general responsibility
for taking such steps as are reasonably open to them to safeguard the assets
of the Company and to prevent and detect fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in Jersey governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions where the
financial statements are published on the internet.
Directors' responsibility statement
In accordance with the UK FCA's Disclosure Guidance and Transparency Rules,
each of the Directors on the Board at the date of this report, whose names are
set out on page 84 of the full annual report on the Company's website,
confirms that to the best of his or her knowledge:
· the financial statements have been prepared in accordance with IFRS
as adopted by the EU, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company; and
· the strategic report, including the Directors' report, includes a
fair, balanced review of the development and performance of the business and
the position of the Company, together with a description of the principal
risks and uncertainties that the Company faces.
The annual report and financial statements, taken as a whole, are considered
by the Board to be fair, balanced and understandable and provide the
information necessary for shareholders to assess the Company's position and
performance, business model and strategy.
On behalf of the Board
Andrew Didham
Chairman
10 December 2025
Independent Auditor's report
To the members of GCP Infrastructure Investments Limited
Our opinion is unmodified
We have audited the financial statements of GCP Infrastructure Investments
Limited (the "Company"), which comprise the statement of financial position as
at 30 September 2025, the statements of comprehensive income, changes in
equity and cash flows for the year then ended, and notes, comprising material
accounting policies and other explanatory information.
In our opinion, the accompanying financial statements:
· give a true and fair view of the financial position of the Company
as at 30 September 2025, and of the Company's financial performance and cash
flows for the year then ended;
· are prepared in accordance with International Financial Reporting
Standards as adopted by the EU; and
· have been properly prepared in accordance with the Companies
(Jersey) Law, 1991.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) ("ISAs (UK)") and applicable law. Our responsibilities are described
below. We have fulfilled our ethical responsibilities under, and are
independent of the Company in accordance with, UK ethical requirements
including the FRC Ethical Standard as applied to listed entities. We believe
that the audit evidence we have obtained is a sufficient and appropriate basis
for our opinion.
Key audit matters: our assessment of the risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were
of most significance in the audit of the financial statements and include the
most significant assessed risks of material misstatement (whether or not due
to fraud) identified by us, including those which had the greatest effect on:
the overall audit strategy; the allocation of resources in the audit; and
directing the efforts of the engagement team. These matters were addressed in
the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these
matters. In arriving at our audit opinion above, the key audit matter was as
follows (unchanged from 2024):
Key audit matters The risk Our response
Valuation of financial assets at fair value through profit or loss Basis: Our audit procedures included:
£858,942,000 or 98.6% of total assets; (2024: £960,023,000 or 98.8% of total 98.6% of the Company's total assets is represented by the fair value of a Internal Controls:
assets) portfolio of unquoted infrastructure investments domiciled in the United
Kingdom (the 'Investments'). The Company's estimation of the fair value of the We tested the design and implementation of the controls adopted by
Investments primarily involves using a discounted cash flow methodology, where the Company over the valuation of the Investments.
the inputs and assumptions, such as the amounts and timings of cash flows, the
Refer to the Audit and Risk Committee Report on pages 92 to 96 of the full use of appropriate discount rates and the selection of appropriate assumptions
annual report on the Company's website, note 2.2 - significant accounting surrounding uncertain future events are subjective.
judgements and estimates, and note 11 - financial assets at fair value through Evaluating experts engaged by management:
profit or loss, and note 19 - financial instruments
We performed enquiries of the Investment Adviser and Valuation Agent to update
our knowledge of the valuation process and methodology and reassessed its
appropriateness against industry practice and relevant accounting standards.
We evaluated the competency of the Company's third party Valuation Agent in
the context of their ability to appropriately challenge and review the fair
value of the Investments prepared by the Company, by assessing their
professional qualifications, experience and independence from the Company.
Use of KPMG Specialists:
We challenged, with the support of our KPMG valuation specialist,
the reasonableness of discount rates applied in the valuation by comparing
these to independent market data including discount rates used by peers,
recent market transactions and our KPMG valuation specialist's experience in
valuing similar investments.
For a risk-based selection of investments, with the assistance of KPMG
Valuation Specialists, we reviewed the valuation of the selection of
investments, considering:
· Experience with recent transactions for similar investments;
· Risk factors specific to the investments at project level;
· Key developments affecting the investments at project level; and
· Appropriateness of discount rates used compared to those
published by the Company's peers.
Risk: Our audit procedures included continued:
There is a risk of error associated with: Challenging managements' assumptions and inputs:
We performed substantive procedures in relation to the Company's determination
of fair value on a risk-based selection of Investments, which included:
· estimating the timing and amounts of long-term forecasted cash
flows; and
· the selection and application of appropriate assumptions, such as · assessed the recoverability of outstanding cash flows by
discount rates and other inputs. considering financial performance of underlying assets, any prepayment
characteristics of the investments, the general economic environment and
reviewing the repayment history;
Changes to long-term forecasted cash flows and/or the selection and · assessed the reasonableness of key general and project-specific
application of different assumptions and inputs may result in a materially inputs and assumptions into the cash flow projections for equity linked loan
different fair value being attributed to the Investments. notes, to corroborate key revenues and costs with reference to relevant market
data, underlying contracts, agreements and management information;
· compared indicative offers received by the Investment Adviser for
relevant investments to their fair value at year end; and
· assessed the reliability of the Company's cash flow forecasts
included in the valuation models by appraising the completeness and accuracy
of the retrospective review analysis performed by the Investment Adviser.
We performed enquiries of the Investment Adviser and obtained an update on the
operational status of problem and watch list loans and assess the
reasonableness of the valuation methodology applied and inputs used in
deriving the fair value of these loans.
Assessing disclosures:
We considered the adequacy of the Company's disclosures in note 19.3 in
respect of the fair value of Investments for compliance with relevant
accounting standards, specifically the estimates and judgements made by the
Company in arriving at that fair value and the disclosure of the degree of
sensitivity of the fair value to a reasonably possible change in the discount
rate.
Our application of materiality and an overview of the scope of our audit
Materiality for the financial statements as a whole was set at £9,090,000,
determined with reference to a benchmark of total assets of £871,149,100,
of which it represents approximately 1.0% (2024: 1.0%).
In line with our audit methodology, our procedures on individual account
balances and disclosures were performed to a lower threshold, performance
materiality, so as to reduce to an acceptable level the risk that individually
immaterial misstatements in individual account balances add up to a material
amount across the financial statements as a whole. Performance materiality for
the Company was set at 75% (2024: 75%) of materiality for the financial
statements as a whole, which equates to £6,810,000. We applied this
percentage in our determination of performance materiality because we did not
identify any factors indicating an elevated level of risk.
We reported to the Audit and Risk Committee any corrected or uncorrected
identified misstatements exceeding £454,500, in addition to other identified
misstatements that warranted reporting on qualitative grounds.
Our audit of the Company was undertaken to the materiality level specified
above, which has informed our identification of significant risks of material
misstatement and the associated audit procedures performed in those areas as
detailed above.
Going concern
The directors have prepared the financial statements on the going concern
basis as they do not intend to liquidate the Company or to cease its
operations, and as they have concluded that the Company's financial position
means that this is realistic. They have also concluded that there are no
material uncertainties that could have cast significant doubt over its ability
to continue as a going concern for at least a year from the date of approval
of the financial statements (the "going concern period").
In our evaluation of the directors' conclusions, we considered the inherent
risks to the Company's business model and analysed how those risks might
affect the Company's financial resources or ability to continue operations
over the going concern period. The risks that we considered most likely to
affect the Company's financial resources or ability to continue operations
over this period were:
· availability of capital to meet operating costs and other financial
commitments;
· availability of credit facilities and the ability of the Company to
comply with debt covenants; and
· the recoverability of financial assets subject to credit risk.
We considered whether these risks could plausibly affect the liquidity in the
going concern period by comparing severe, but plausible downside scenarios
that could arise from these risks individually and collectively against the
level of available financial resources indicated by the Company's financial
forecasts.
We considered whether the going concern disclosure in note 2.1 to the
financial statements gives a full and accurate description of the directors'
assessment of going concern.
Our conclusions based on this work:
· we consider that the directors' use of the going concern basis of
accounting in the preparation of the financial statements is appropriate;
· we have not identified, and concur with the directors' assessment
that there is not, a material uncertainty related to events or conditions
that, individually or collectively, may cast significant doubt on the
Company's ability to continue as a going concern for the going concern period;
and
· we have nothing material to add or draw attention to in relation to
the directors' statement in the notes to the financial statements on the use
of the going concern basis of accounting with no material uncertainties that
may cast significant doubt over the Company's use of that basis for the going
concern period, and that statement is materially consistent with the financial
statements and our audit knowledge.
However, as we cannot predict all future events or conditions and as
subsequent events may result in outcomes that are inconsistent with judgements
that were reasonable at the time they were made, the above conclusions are not
a guarantee that the Company will continue in operation.
Fraud and breaches of laws and regulations - ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud ("fraud risks") we
assessed events or conditions that could indicate an incentive or pressure to
commit fraud or provide an opportunity to commit fraud. Our risk assessment
procedures included:
· enquiring of management as to the Company's policies and procedures
to prevent and detect fraud as well as enquiring whether management have
knowledge of any actual, suspected or alleged fraud;
· reading minutes of meetings of those charged with governance; and
· using analytical procedures to identify any unusual or unexpected
relationships.
As required by auditing standards, we perform procedures to address the risk
of management override of controls, in particular the risk that management may
be in a position to make inappropriate accounting entries. On this audit we do
not believe there is a fraud risk related to revenue recognition because the
Company's revenue streams are simple in nature with respect to accounting
policy choice, and are easily verifiable to external data sources or
agreements with little or no requirement for estimation from management. We
did not identify any additional fraud risks.
We performed procedures including
· Identifying journal entries and other adjustments to test based on
risk criteria and comparing any identified entries to supporting
documentation; and
· incorporating an element of unpredictability in our audit
procedures.
Identifying and responding to risks of material misstatement due to
non-compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be expected
to have a material effect on the financial statements from our sector
experience and through discussion with management (as required by auditing
standards), and from inspection of the Company's regulatory and legal
correspondence, if any, and discussed with management the policies and
procedures regarding compliance with laws and regulations. As the Company is
regulated, our assessment of risks involved gaining an understanding of the
control environment including the entity's procedures for complying with
regulatory requirements.
The Company is subject to laws and regulations that directly affect the
financial statements including financial reporting legislation and taxation
legislation and we assessed the extent of compliance with these laws and
regulations as part of our procedures on the related financial statement
items.
The Company is subject to other laws and regulations where the consequences of
non-compliance could have a material effect on amounts or disclosures in the
financial statements, for instance through the imposition of fines or
litigation or impacts on the Company's ability to operate. We identified
financial services regulation as being the area most likely to have such an
effect, recognising the regulated nature of the Company's activities and its
legal form. Auditing standards limit the required audit procedures to identify
non-compliance with these laws and regulations to enquiry of management and
inspection of regulatory and legal correspondence, if any. Therefore, if a
breach of operational regulations is not disclosed to us or evident from
relevant correspondence, an audit will not detect that breach.
Context of the ability of the audit to detect fraud or breaches of law or
regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk
that we may not have detected some material misstatements in the financial
statements, even though we have properly planned and performed our audit in
accordance with auditing standards. For example, the further removed
non-compliance with laws and regulations is from the events and transactions
reflected in the financial statements, the less likely the inherently limited
procedures required by auditing standards would identify it.
In addition, as with any audit, there remains a higher risk of non-detection
of fraud, as this may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls. Our audit procedures
are designed to detect material misstatement. We are not responsible for
preventing non-compliance or fraud and cannot be expected to detect
non-compliance with all laws and regulations.
Other information
The directors are responsible for the other information. The other information
comprises the information included in the annual report but does not include
the financial statements and our auditor's report thereon. Our opinion on the
financial statements does not cover the other information and we do not
express an audit opinion or any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is
a material misstatement of this other information, we are required to report
that fact. We have nothing to report in this regard.
Disclosures of emerging and principal risks and longer term viability
We are required to perform procedures to identify whether there is a material
inconsistency between the directors' disclosures in respect of emerging and
principal risks and the viability statement, and the financial statements and
our audit knowledge. we have nothing material to add or draw attention to in
relation to:
· the directors' confirmation within the Going Concern Assessment and
Viability Statement on page 73 of the full annual report on the Company's
website that they have carried out a robust assessment of the emerging and
principal risks facing the Company, including those that would threaten its
business model, future performance, solvency or liquidity;
· the emerging and principal risks disclosures describing these risks
and explaining how they are being managed or mitigated;
· the directors' explanation in the Going Concern Assessment and
Viability Statement on page 73 of the full annual report on the Company's
website as to how they have assessed the prospects of the Company, over what
period they have done so and why they consider that period to be appropriate,
and their statement as to whether they have a reasonable expectation that the
Company will be able to continue in operation and meet its liabilities as they
fall due over the period of their assessment, including any related
disclosures drawing attention to any necessary qualifications or assumptions.
We are also required to review the Going Concern Assessment and Viability
Statement, set out on page 73 of the full annual report on the Company's
website under the Listing Rules. Based on the above procedures, we have
concluded that the above disclosures are materially consistent with the
financial statements and our audit knowledge.
Corporate governance disclosures
We are required to perform procedures to identify whether there is a material
inconsistency between the directors' corporate governance disclosures and the
financial statements and our audit knowledge.
Based on those procedures, we have concluded that each of the following is
materially consistent with the financial statements and our audit knowledge:
· the directors' statement that they consider that the annual report
and financial statements taken as a whole is fair, balanced and
understandable, and provides the information necessary for shareholders to
assess the Company's position and performance, business model and strategy;
· the section of the annual report describing the work of the Audit
and Risk Committee, including the significant issues that the audit and risk
committee considered in relation to the financial statements, and how these
issues were addressed; and
· the section of the annual report that describes the review of the
effectiveness of the Company's risk management and internal control systems.
We are required to review the part of Corporate Governance Statement relating
to the Company's compliance with the provisions of the UK Corporate Governance
Code specified by the Listing Rules for our review. We have nothing to report
in this respect.
We have nothing to report on other matters on which we are required to report
by exception
We have nothing to report in respect of the following matters where the
Companies (Jersey) Law 1991 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the Company; or
· the Company's financial statements are not in agreement with the
accounting records; or
· we have not received all the information and explanations we
require for our audit.
Respective responsibilities
Directors' responsibilities
As explained more fully in their statement set out above, the directors are
responsible for: the preparation of the financial statements including being
satisfied that they give a true and fair view; such internal control as they
determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error; assessing
the Company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern; and using the going concern
basis of accounting unless they either intend to liquidate the Company or to
cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue our opinion in an auditor's report. Reasonable
assurance is a high level of assurance, but does not guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC's website
at www.frc.org.uk/auditorsresponsibilities.
The purpose of this report and restrictions on its use by persons other than
the Company's members as a body
This report is made solely to the Company's members, as a body, in accordance
with Article 113A of the Companies (Jersey) Law 1991 and, in respect of any
further matters on which we have agreed to report, on terms we have agreed
with the Company. Our audit work has been undertaken so that we might state to
the Company's members those matters we are required to state to them in an
auditor's report and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone other than the
Company and the Company's members, as a body, for our audit work, for this
report, or for the opinions we have formed.
Andrew Quinn
For and on behalf of KPMG Audit Limited
Chartered Accountants and Recognized Auditors Jersey
10 December 2025
Statement of comprehensive income
For the year ended 30 September 2025
Year ended Year ended
30 September 30 September
2025 2024
Notes £'000 £'000
Income
Net gains on financial assets at fair value through profit or loss 3 33,697 37,340
Net (losses)/gains on derivative financial instruments at fair value through 3 (297) 496
profit or loss
Other income 3 321 493
Total income 33,721 38,329
Expenses
Investment advisory fees 20 (7,858) (8,300)
Operating expenses 5 (3,268) (3,038)
Total expenses (11,126) (11,338)
Total operating profit before finance costs 22,595 26,991
Finance costs 6 (4,237) (7,477)
Total profit and comprehensive income for the year 18,358 19,514
Basic and diluted earnings per share (pence) 10 2.15 2.25
All of the Company's results are derived from continuing operations.
The accompanying notes below form an integral part of these financial
statements.
Statement of financial position
As at 30 September 2025
As at As at
30 September 30 September
2025 2024
Notes £'000 £'000
Assets
Cash and cash equivalents 14 12,039 11,755
Other receivables and prepayments 12 168 137
Financial assets at fair value through profit or loss 11, 19 858,942 960,023
Total assets 871,149 971,915
Liabilities
Other payables and accrued expenses 13 (2,911) (2,885)
Derivative financial instruments at fair value through profit or loss 18 (214) (110)
Interest bearing loans and borrowings 15 (19,299) (55,790)
Total liabilities (22,424) (58,785)
Net assets 848,725 913,130
Equity
Share capital 16 8,370 8,678
Share premium 16 836,414 858,965
Capital redemption reserve 17 101 101
Retained earnings 3,840 45,386
Total equity 848,725 913,130
Ordinary shares in issue (excluding treasury shares) 16 837,013,433 867,812,650
NAV per ordinary share (pence per share) 101.40 105.22
The financial statements were approved and authorised for issue by the Board
of Directors on 10 December 2025 and signed on its behalf by:
Andrew
Didham
Chairman
Steven Wilderspin FCA
Director
The accompanying notes below form an integral part of these financial
statements.
Statement of changes in equity
For the year ended 30 September 2025
Capital
Share Share redemption Retained Total
capital premium(1) reserve earnings equity
Notes £'000 £'000 £'000 £'000 £'000
At 1 October 2023 8,712 861,118 101 86,622 956,553
Total profit and comprehensive income for the year - - - 19,514 19,514
Share repurchases 16 (34) (2,149) - - (2,183)
Shares repurchase costs 16 - (4) - - (4)
Dividends 9 - - - (60,750) (60,750)
At 30 September 2024 8,678 858,965 101 45,386 913,130
Total profit and comprehensive income for the year - - - 18,358 18,358
Share repurchases 16 (308) (22,505) - - (22,813)
Shares repurchase costs 16 - (46) - - (46)
Dividends 9 - - - (59,904) (59,904)
At 30 September 2025 8,370 836,414 101 3,840 848,725
1.The share premium reserve is a distributable reserve in accordance with
Jersey Company Law. Refer to note 9 for further information.
The accompanying notes below form an integral part of these financial
statements.
Statement of cash flows
For the year ended 30 September 2025
Year ended Year ended
30 September 30 September
2025 2024
Notes £'000 £'000
Cash flows from operating activities
Total operating profit before finance costs 22,595 26,991
Adjustments for:
Loan interest income 3 (83,248) (87,297)
Net losses on financial assets at fair value through profit or loss 3 49,551 49,957
Net losses/(gains) on derivative financial instruments at fair value 3 297 (496)
through profit or loss
Increase in other payables and accrued expenses (1) (1,097)
(Increase)/decrease in other receivables and prepayments (31) 436
Total (10,837) (11,506)
Loan interest received 3 64,040 65,129
Purchase of financial assets at fair value through profit or loss 11 (5,444) (5,133)
Repayment of financial assets at fair value through profit or loss 11 76,182 63,889
(Settlement of)/proceeds from derivative financial instruments at fair value 3 (193) 871
through profit or loss
Net cash flows generated from operating activities 123,748 113,250
Cash flows from financing activities
Proceeds from revolving credit facility 15 33,000 18,147
Repayment of revolving credit facility 15 (70,000) (67,022)
Share repurchases (22,813) (2,183)
Share repurchase costs 16 (46) (4)
Dividends paid 9 (59,904) (60,750)
Finance costs paid (3,701) (6,550)
Net cash flows used in financing activities (123,464) (118,362)
Net increase/(decrease) in cash and cash equivalents 284 (5,112)
Cash and cash equivalents at beginning of the year 11,755 16,867
Cash and cash equivalents at end of the year 14 12,039 11,755
Net cash flows generated by operating activities includes:
Loan fee income 3 41 61
Deposit interest received 3 280 432
The accompanying notes below form an integral part of these financial
statements.
Notes to the financial statements
For the year ended 30 September 2025
1. General information
GCP Infrastructure Investments Limited is a public company incorporated and
domiciled in Jersey on 21 May 2010 with registration number 105775. The
Company is governed by the provisions of Jersey Company Law and the CIF Law.
The Company is a closed-ended investment company and its ordinary shares are
traded on the Main Market of the LSE.
The Company makes infrastructure investments, typically by acquiring interests
in debt instruments issued by infrastructure Project Companies, their owners
or their lenders and related and/or similar assets which provide regular and
predictable long‑term cash flows.
2. Material accounting policy information
The principal accounting policies applied in the preparation of these
financial statements are set out below. These policies, except for the changes
discussed in this note, have been consistently applied throughout the years
presented.
2.1 Basis of preparation
The financial statements have been prepared in accordance with IFRS as adopted
by the EU, under the historical cost convention, as modified by the
revaluation of financial assets and liabilities held at fair value through
profit or loss.
New standards, amendments and interpretations adopted in the year
In the current year the Company has applied amendments to IFRS as adopted by
the EU. These include annual improvements to IFRS, changes in standards,
legislative and regulatory amendments, changes in disclosure and presentation
requirements.
This incorporated lack of exchangeability (amendments to IAS 21). The adoption
of the changes to accounting standards has had no material impact on these
financial statements or prior periods' financial statements.
The amendments to IFRS that will apply for reporting periods beginning 1
January 2026 are the classification and measurement of financial instruments
(IFRS 7 and IFRS 9). The new IFRS accounting standard that will apply for
reporting periods beginning 1 January 2027 is the presentation and
disclosure in financial statements (introduction of IFRS 18).
Classification and measurement of financial instruments (IFRS 7 and IFRS 9)
The amendments to IFRS 7 and IFRS 9 will be effective for accounting periods
beginning on or before 1 January 2026 and relate to settlement of liabilities
through electronic payment systems and the classification of financial assets
with ESG and similar features. The Directors do not anticipate that the
adoption of these amendments will have a material impact on the financial
statements. The Company has elected not to early adopt the amendments to IFRS
7 and IFRS 9.
Presentation and disclosure in financial statements (IFRS 18)
Under current IFRS accounting standards, companies use different formats to
present their results, making it difficult for investors to compare financial
performance across companies.
IFRS 18 promotes a more structured income statement. In particular, it
introduces a newly defined 'operating profit' subtotal and a requirement for
all income and expenses to be allocated between three new distinct categories
based on a company's main business activities.
The Directors are still assessing the impact of IFRS 18, but at present do not
anticipate it will have a material impact on the financial statements other
than to the presentation of the statement of comprehensive income.
Other than those detailed above, there are no new IFRS or IFRIC
interpretations that are issued but not effective that are expected to have a
material impact on the Company's financial statements.
Functional and presentation currency
Items included in the financial statements of the Company are measured in the
currency of the primary economic environment in which the Company operates.
The financial statements are presented in Pound Sterling and all values have
been rounded to the nearest thousand pounds (£'000), except where otherwise
indicated.
Going concern
The Directors have made an assessment of the Company's ability to continue as
a going concern and are satisfied that the Company has the resources to
continue in business for the foreseeable future and for a period of at least
twelve months from the date of the authorisation of these annual financial
statements.
The Investment Adviser has prepared cash flow forecasts which were challenged
and approved by the Directors and included consideration of the availability
of the Company's RCF, hedging arrangements, cash flow forecasts and stress
scenarios.
The Directors are not aware of any material uncertainties that cast doubt upon
the Company's ability to continue as a going concern. Therefore, the financial
statements have been prepared on a going concern basis.
2.2 Significant accounting judgements and estimates
The preparation of financial statements in accordance with IFRS requires the
Directors of the Company to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported amounts
recognised in the financial statements.
However, uncertainty about these assumptions and estimates could result in
outcomes that require a material adjustment to the carrying amount of the
asset or liability in the future.
(a) Critical accounting estimates and assumptions
Fair value of instruments not quoted in an active market
The valuation process is dependent on assumptions and estimates which are
significant to the reported amounts recognised in the financial statements
taking into account the structure of the Company and the extent of its
investment activities (refer to note 19 for further information).
(b) Critical judgements
Assessment of non-current assets held for sale
The Directors have determined that at the date of the report, none of the
Company's assets fulfil the classification criteria prescribed by IFRS 5. This
determination has been made with consideration to the Company's capital
allocation policy and the relative progress of various sales processes. This
process requires judgement in assessing a complex range of commercial factors
in the context of the purpose, objectives and operational norms of the Company
and its sector, and the application of the objective and scope of the
standard. Factors considered include: the probability of completing a sale
within a specified timeframe, the status of commercial negotiations and
related agreements, the relative strength of obligations or disincentives for
non‑performance, and the possibility of impediments to completion or a
change in terms.
Assessment as an investment entity
The Directors have determined that the SPVs through which the Company invests
fall under the control of the Company in accordance with the control criteria
prescribed by IFRS 10 and therefore meet the definition of subsidiaries. In
addition, the Directors continue to hold the view that the Company meets the
definition of an investment entity and therefore can measure and present the
SPVs at fair value through profit or loss. This process requires a significant
degree of judgement taking into account the complexity of the structure of the
Company and the extent of investment activities (refer to note 11 for further
information).
Segmental information
For management purposes, the Company is organised into one main operating
segment. All of the Company's activities are interrelated and each activity is
dependent on the others. Accordingly, all significant operating decisions by
the Board (as the chief operating decision maker) are based upon analysis of
the Company as one segment. The financial results from this segment are
equivalent to the financial statements of the Company as a whole. The
following table analyses the Company's underlying operating income per
geographical location. The basis for attributing the operating income is the
place of incorporation of the underlying counterparty.
30 September 30 September
2025 2024
£'000 £'000
Channel Islands 280 432
United Kingdom 33,441 37,897
Total 33,721 38,329
3. Operating income
The table below analyses the Company's operating income for the year by
investment type:
30 September 30 September
2025 2024
£'000 £'000
Interest received on cash and cash equivalents 280 432
Other fee income loan 41 61
Other income 321 493
Net changes in fair value of financial instruments at fair value through 33,400 37,836
profit or loss
Total 33,721 38,329
The table below analyses the Company's net changes in fair value of financial
assets and financial liabilities at fair value through profit or loss:
30 September 30 September 30 September 30 September
2025 2025 2024 2024
£'000 £'000 £'000 £'000
Loan interest received 64,040 65,129
Loan interest capitalised 19,208 22,168
Total loan interest income 83,248 87,297
Unrealised gains on financial assets at fair value through profit or loss 13,540 13,549
Unrealised losses on financial assets at fair value through profit or loss (60,756) (65,394)
Total net unrealised losses on financial assets at fair value through profit (47,216) (51,845)
or loss
Net realised gains on disposal of financial assets at fair value through - 1,888
profit or loss
Net realised loss on disposal of financial assets at fair value through profit (2,335)(1) -
or loss
Total net unrealised losses on financial assets at fair value through profit (49,551) (49,957)
or loss
Total net gains on financial assets at fair value through profit or loss 33,697 37,340
Unrealised losses on derivative financial instruments at fair value (104) (375)
through profit or loss
(Settlement of)/proceeds from derivative financial instruments at fair value (193) 871
through profit or loss
Total net (losses)/gains on derivative financial instruments at fair value (297) 496
through profit or loss
Net changes in fair value of financial instruments at fair value through 33,400 37,836
profit or loss
1.Does not include contingent consideration of £1.3 million.
Accounting policy
Interest income and interest expense, other than interest income received on
financial assets at fair value through profit or loss, are recognised on an
accrual basis in the statement of comprehensive income. Interest income on
financial assets is included in net income/gains on financial assets at fair
value through profit or loss in the statement of comprehensive income.
Gains or losses on disposals of financial assets at fair value through profit
or loss represent the difference between the proceeds received on the
repayment of loan notes and the carrying value of loan notes at the time of
sale or disposal. Net gains or losses on disposal of financial assets at fair
value through profit or loss are included in net income/gains on financial
assets at fair value through profit or loss in the statement of
comprehensive income.
Other operating income includes unscheduled (early) prepayment fees which are
recognised in the financial statements when the contractual provisions are met
and the amounts become due.
The Company holds derivative financial instruments comprising a commodity swap
to hedge its exposure to the volatility of the electricity prices in the
market. It is not the Company's policy to trade in derivative financial
instruments. Commodity swaps are held at fair value through profit or loss,
being the difference between the fixed legs with a fixed price and floating
legs that are indexed. The Company does not apply hedge accounting and
consequently all gains or losses in the fair value of the derivative financial
instruments are recognised in the statement of comprehensive income, refer to
note 18.
4. Auditor's remuneration
30 September 30 September
2025 2024
£'000 £'000
Audit fees 192 182
Non-audit fees - review of half‑yearly report and financial statements 52 50
Total 244 232
5. Operating expenses
30 September 30 September
2025 2024
£'000 £'000
Corporate administration and Depositary fees 986 1,008
Legal and professional fees 52 49
Independent Valuation Agent fees 260 260
Directors' remuneration and expenses(1) 503 451
Advisory fees 258 229
Registrar fees 81 67
Other expenses 1,128 974
Total 3,268 3,038
1.Refer to note 7 for further information.
Key service providers other than the Investment Adviser (refer to note 20 for
disclosures in respect of the Investment Adviser)
Administrator and Company Secretary
The Company has appointed Apex Financial Services (Alternative Funds) Limited
as Administrator and Company Secretary. Fund accounting, administration
services and company secretarial services are provided to the Company pursuant
to an agreement dated 31 January 2014 and amended and restated on 20 November
2023. All Directors have access to the advice and services of the Company
Secretary, who provides guidance to the Board, through the Chairman, on
governance matters. The fee for the provision of administration and company
secretarial services during the year was £719,000 (30 September 2024:
£724,000), of which £168,000 remains payable at year end (30 September 2024:
£172,000).
Depositary
Depositary services are provided to the Company by Apex Financial Services
(Corporate) Limited pursuant to an agreement dated 21 July 2014. The fee for
the provision of these services during the year was £267,000 (30 September
2024: £284,000) of which £65,000 remains payable at year end
(30 September 2024: £70,000).
Accounting policy
All operating expenses are charged to the statement of comprehensive income
and are accounted for on an accruals basis.
6. Finance costs
30 September 30 September
2025 2024
£'000 £'000
Finance costs 4,237 7,477
Accounting policy
Finance expenses in the statement of comprehensive income comprise loan
arrangement fees, loan commitment fees, loan interest expense and agency fees
which are accounted for on an accruals basis along with interest accrued on
the facility incurred in connection with the borrowing of funds. Arrangement
fees are amortised over the life of the facility.
7. Directors' remuneration
The Directors of the Company are remunerated on the following basis:
30 September 30 September
2025 2024
£'000 £'000
Andrew Didham 99 96
Julia Chapman(1) 63 61
Michael Gray(2) 30 76
Steven Wilderspin 76 74
Dawn Crichard 76 73
Alex Yew 73 63
Ian Brown(3) 47 -
Heather Bestwick(4) 25 -
Total 489 443
Directors' expenses 14 8
Total 503 451
1.Julia Chapman retired from the Board on 29 September 2025.
2.Michael Gray retired from the Board on 13 February 2025. Prior to this, he
was the Chair of the Investment committee and a member of the Management
Engagement committee, the Sustainability committee and the Nomination
committee.
3.Ian Brown joined as a non-executive Director and became a member of the
Investment committee, the Management Engagement committee and the
Sustainability committee on 13 February 2025.
4.Heather Bestwick joined as a non-executive Director and became a member of
the Audit and Risk committee, the Management Engagement committee and the
Sustainability committee on 29 April 2025.
Full details of the Directors' remuneration policy can be found above.
8. Taxation
Profits arising in the Company for the year ended 30 September 2025 are
subject to tax at the standard rate of 0% (30 September 2024: 0%)
in accordance with the Income Tax (Jersey) Law 1961, as amended.
9. Dividends
Dividends for the year ended 30 September 2025 were 7.0 pence per share (30
September 2024: 7.0 pence per share) as follows:
30 September 30 September
2025 2024
Quarter ended Dividend Pence £'000 £'000
Current year dividends
30 September 2025(1) 2025 fourth interim dividend 1.75 - -
30 June 2025 2025 third interim dividend 1.75 14,738 -
31 March 2025 2025 second interim dividend 1.75 14,880 -
31 December 2024 2025 first interim dividend 1.75 15,099 -
Total 7.0 44,717 -
Prior year dividends
30 September 2024 2024 fourth interim dividend 1.75 15,187 -
30 June 2024 2024 third interim dividend 1.75 - 15,186
31 March 2024 2024 second interim dividend 1.75 - 15,187
31 December 2023 2024 first interim dividend 1.75 - 15,187
Total 7.0 15,187 45,560
30 September 2023 2023 fourth interim dividend 1.75 - 15,190
Dividends in statement of changes in equity 59,904 60,750
Dividends in cash flow statement 59,904 60,750
For the forthcoming financial year, the Directors have concluded the Company
will target(2) a dividend of 7.00 pence per share.
The Board, at its discretion, has suspended the scrip dividend alternative as
a result of the likely discount(3) between any scrip dividend reference price
of the shares and the NAV per share of the Company. The Board intends to keep
the offer of future scrip dividends under review.
Accounting policy
In accordance with the Company's constitution, in respect of the ordinary
shares, the Company will distribute the income it receives to the fullest
extent that is deemed appropriate by the Directors.
In declaring a dividend, the Directors consider the payment based on a number
of factors, including accounting profit, fair value treatment of investments
held, future investments, buybacks, reserves, cash balances and liquidity. The
payment of a dividend is considered by the Board and is declared on a
quarterly basis. Dividends are a form of distribution, and, under Jersey
Company Law, a distribution may be paid out of capital. Therefore, the
Directors consider the share premium reserve to be a distributable reserve.
Dividends due to the Company's shareholders are recognised when they become
payable.
1.On 31 October 2025, the Company declared a fourth interim dividend of 1.75
pence per share amounting to £14.6 million, which was paid on 9 December 2025
to ordinary shareholders on the register at 14 November 2025.
2.The dividend target set out above is a target only and not a profit forecast
or estimate and there can be no assurance that it will be met.
3.APM - for definition and calculation methodology, refer to the APMs section
below.
10. Earnings per share
Basic and diluted earnings per share are calculated by dividing total profit
and comprehensive income for the year attributable to ordinary equity holders
of the Company by the weighted average number of ordinary shares in issue
during the year
Weighted
average
Total profit number of Pence per
£'000 ordinary shares share
Year ended 30 September 2025
Basic and diluted earnings per ordinary share 18,358 854,455,219 2.15
Year ended 30 September 2024
Basic and diluted earnings per ordinary share 19,514 867,940,448 2.25
11. Financial assets at fair value through profit or loss
The table below analyses the movements in financial assets at fair value
through profit or loss during the year by the type of movement:
30 September 30 September
2025 2024
£'000 £'000
Opening balance 960,023 1,046,568
Purchases of financial assets at fair value through profit of loss 24,652 27,301
Repayments of financial assets at fair value through profit of loss(1) (76,182) (63,889)
Net realised gains on disposal of financial assets at fair value through - 1,888
profit or loss(2)
Net realised losses on disposal of financial assets at fair value through (2,335) -
profit or loss(2)
Unrealised gains on financial assets at fair value through profit or loss(3) 13,540 13,549
Unrealised losses on financial assets at fair value through profit or loss (60,756) (65,394)
Closing balance 858,942 960,023
1.Includes a £16.1 million repayment of two realised loan positions and a
£6.9 million unscheduled partial repayment.
2.Losses in the current year relate to the sale of an onshore wind asset.
Gains in the prior year relate to the sale of another onshore wind asset.
3.Includes principal indexation of £0.2 million (30 September 2024: £0.8
million) applied to certain loans.
All portfolio assets are held as security against the RCF (refer to note 15).
The tables below show the reconciliation of purchases and repayments of
financial assets at fair value through profit or loss to the statement
of cash flows:
30 September 30 September
2025 2024
Purchases £'000 £'000
Purchases of financial assets at fair value through profit or loss (24,652) (27,301)
Loan interest capitalised 19,208 22,168
Purchases of financial assets at fair value through profit or loss in (5,444) (5,133)
statement of cash flows
30 September 30 September
2025 2024
Repayments £'000 £'000
Repayments of financial assets at fair value through profit or loss 76,182 63,889
Repayments of financial assets at fair value through profit or loss in 76,182 63,889
statement of cash flows
Accounting for subsidiaries
The Company's investments are made through a number of SPVs (refer to note 23)
which are domiciled in the UK. The Company owns 100% of the loan notes issued
by the SPVs with the exception of GCP Rooftop Solar 6 plc (36.7%), GCP Rooftop
Solar Finance plc (31.5%) and FHW Dalmore (Salford Pendleton Housing) plc
(13.9%).
The Directors have made an assessment in regard to whether the Company, as an
investor, controls or has significant influence in the SPVs under the criteria
within IFRS 10 and IAS 28, and whether the SPVs meet the definition of
subsidiary or associate companies in accordance with IFRS 10 and IAS 28.
The Directors are of the opinion that the Company demonstrates all three of
the criteria for all SPVs to be considered subsidiary companies within the
definition of control in IFRS 10, with the exception of GCP Rooftop Solar 6
plc, GCP Rooftop Solar Finance plc and FHW Dalmore (Salford Pendleton Housing)
plc, which are considered to be associates within the definition of IAS 28, as
the Company has significant influence over the relevant activities of the SPVs
through similar arrangements. Associates are measured at fair value through
profit or loss, as permitted by IAS 28.
Assessment as an investment entity
Entities that meet the definition of an investment entity within IFRS 10 are
required to measure their investments in subsidiaries at fair value through
profit or loss rather than consolidate the subsidiary companies. The criteria
which define an investment entity are as follows:
· an entity that obtains funds from one or more investors for the
purpose of providing those investors with investment services;
· an entity that commits to its investors that its business purpose
is to invest funds solely for returns from capital appreciation, investment
income or both; and
· an entity that measures and evaluates the performance of
substantially all of its investments on a fair value basis.
The Directors have concluded that the Company continues to meet the
characteristics of an investment entity, in that it has more than one investor
and its investors are not related parties; it holds a portfolio of
investments, predominantly in the form of loan securities which generate
returns through interest income and capital appreciation; and the Company
reports to its investors via quarterly investor information and to its
management, via internal management reports, on a fair value basis.
Accounting policy
The loan notes held by the Company are shown as financial assets at fair value
through profit or loss in the statement of financial position, which in the
opinion of the Directors represents the fair value of the SPVs, as any other
net assets held in the SPVs at year end are immaterial.
Principal indexation is applied to certain loan notes where applicable. The
indexation is a contractually allowable inflationary adjustment to loan
principal calculated where permitted by a predefined mechanism in a loan
agreement. The effect of the adjustment is to increase or decrease the fair
value of certain loan notes in line with the indexation factor which takes
account of the rate of inflation against a stipulated inflation threshold of
each relevant loan.
The Company recognises a financial asset or a financial liability when, and
only when, it becomes a party to the contractual provisions of the instrument.
Purchases or sales of financial assets that require delivery of assets within
the time frame generally established by regulation or convention in the
marketplace are recognised on the trade date, i.e. the date that the Company
commits to purchase or sell the asset. A financial asset (or, where
applicable, a part of a financial asset or part of a group of similar
financial assets) is derecognised where:
· the rights to receive cash flows from the asset have expired;
· the Company has transferred its rights to receive cash flows from
the asset or has assumed an obligation to pay the received cash flows in full
without material delay to a third party under a pass-through arrangement; and
· either (a) the Company has transferred substantially all the risks
and rewards of the asset, or (b) the Company has neither transferred nor
retained substantially all the risks and rewards of the asset but has
transferred control of the asset.
When the Company transfers a portion of its rights to receive cash flows from
an asset or has entered into a pass-through arrangement and has neither
transferred nor retained substantially all the risks and rewards of the asset
nor transferred control of the asset, the asset is recognised to the extent of
the Company's continuing involvement in the asset. The Company derecognises a
financial liability when the obligation under the liability is discharged,
cancelled or expired.
Financial assets and financial liabilities at fair value through profit or
loss are recorded in the statement of financial position at fair value. All
transaction costs for such instruments are recognised directly in the
statement of comprehensive income.
After initial measurement, the Company measures financial instruments which
are classified as fair value through profit or loss at fair value. Subsequent
changes in the fair value of those financial instruments are recorded in
profit or loss in the statement of comprehensive income.
Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date. For all other financial instruments not traded in an
active market, the fair value is determined by using appropriate valuation
techniques. Valuation techniques used by the independent Valuation Agent
include using recent arm's length market transactions, referenced to
appropriate current market data, and discounted cash flow analysis, at all
times making as much use of available and supportable market data as possible.
An analysis of fair values of financial instruments and further details as to
how they are measured are provided in note 19.
12. Other receivables and prepayments
30 September 30 September
2025 2024
£'000 £'000
Other receivables and prepayments 168 137
Accounting policy
Receivables are recognised initially at fair value and subsequently measured
at amortised cost using the effective interest method, less any provision for
impairment. The Company recognises a loss allowance for expected credit losses
on other receivables where necessary.
13. Other payables and accrued expenses
30 September 30 September
2025 2024
£'000 £'000
Investment advisory fees 1,925 2,062
Other payables and accrued expenses 986 823
Total 2,911 2,885
Accounting policy
Payables are recognised initially at fair value including transaction costs
and subsequently measured at amortised cost using the effective
interest method.
14. Cash and cash equivalents
Cash held by financial institutions at the year end is shown in the table
below:
30 September 30 September
2025 2024
£'000 £'000
Barclays account 2,452 2,436
BONY account 521 527
RBSI Capital and Interest account(1) 5,066 6,700
RBSI Cash Management account 4,000 2,092
Total 12,039 11,755
1.For the year ended 30 September 2025, capital and interest received on 30
September 2025 was transferred to the Barclays account on 2 October 2025.
Cash is held at a number of financial institutions in order to spread credit
risk. Cash awaiting investment is held on behalf of the Company at banks
carrying a minimum rating of A-1, P-1 or F1 from Standard & Poor's,
Moody's or Fitch respectively, or in one or more similarly rated money market
or short-dated gilt funds. Cash is generally held on a short-term basis,
pending subsequent investment. The amount of working capital that may be held
at RBSI is limited to the higher of £4 million or one quarter of the
Company's running costs. Any excess uninvested/surplus cash is held at other
financial institutions with minimum credit ratings described above. The
maximum amount to be held at any one of these other financial institutions is
£25 million or 25% of total cash balances, whichever is the larger. It is
also recognised that with the advent of the ring-fenced bank concept, it has
become more difficult to interact with sufficiently well-rated counterparty
banks.
Accounting policy
Cash and cash equivalents in the statement of financial position and statement
of cash flows comprise cash on hand, demand deposits, short-term deposits in
financial institutions with original maturities of three months or less and
short-term, highly liquid investments that are readily convertible to known
amounts of cash and which are subject to an insignificant risk of changes in
value.
15. Interest bearing loans and borrowings
30 September 30 September
2025 2024
£'000 £'000
Revolving credit facility 20,000 57,000
Unamortised arrangement fees (701) (1,210)
Total 19,299 55,790
The table below analyses the movement for the year:
30 September 30 September
2025 2024
£'000 £'000
Balance at the start of the year 55,790 103,674
Changes from cash flows
Proceeds from revolving credit facility 33,000 18,147
Repayment of revolving credit facility (70,000) (67,022)
Drawdown for RCF refinancing fees - 1,875
Non-cash changes
Amortisation of loan arrangement fees 509 644
Commitment and other capitalised fees - (1,528)
Balance at the end of the year 19,299 55,790
Revolving credit facility
The Company has an RCF of £150 million with AIB (UK) plc, Lloyds Bank plc,
Clydesdale Bank plc (trading as Virgin Money) and Mizuho Bank Limited. The RCF
is secured against the portfolio of underlying assets held by the Company. The
facility is repayable in February 2027. Interest on amounts drawn under the
facility is charged at SONIA plus 2.0% per annum. A commitment fee of 0.7% per
annum is payable on undrawn amounts. At 30 September 2025, the total amount
drawn on the RCF was £20 million.
All amounts drawn under the RCF may be used in or towards the making of
investments in accordance with the Company's investment policy, with
additional flexibility to allow the Company to enhance its working capital
management. The facility provides the Company with continued access to
flexible debt finance, allowing it to take advantage of investment
opportunities as they arise, and may also be used to manage the Company's
working capital requirements from time to time.
The RCF includes LTV(1) and interest cover(1) covenants that are measured at
the Company level. The Company has maintained sufficient headroom against all
measures throughout the financial period and is in full compliance with all
loan covenants at 30 September 2025.
Leverage
For the purposes of the UK AIFM Regime, leverage is any method which increases
the Company's exposure, including the borrowing of cash and the use of
derivatives. It is expressed as a ratio between the Company's exposure and its
NAV and is calculated under the gross and commitment methods, in accordance
with the UK AIFM Regime.
The Company is required to state its maximum and actual leverage levels,
calculated as prescribed by the UK AIFM Regime, at 30 September 2025.
The figures are as follows:
30 September 30 September
2025 2024
Maximum Actual Actual
Leverage exposure limit exposure exposure
Gross method 1.20 1.03 1.05
Commitment method 1.20 1.04 1.07
The leverage figures disclosed above represent leverage calculated under the
UK AIFM Regime methodology as follows:
30 September 30 September 30 September 30 September
2025 2025 2024 2024
Gross Commitment Gross Commitment
£'000 £'000 £'000 £'000
Financial assets at fair value through profit or loss 858,942 858,942 960,023 960,023
Cash and cash equivalents - 12,039 - 11,755
Derivative financial instruments at fair value through profit or loss(2) 12,710 12,710 1,099 1,099
Total exposure under the UK AIFM Regime 871,652 883,691 961,122 972,877
Total shareholders' funds (net assets) 848,726 848,726 913,130 913,130
Leverage (ratio) 1.03 1.04 1.05 1.07
The Company's leverage limit under the UK AIFM Regime is 1.20, which equates
to a gearing limit of 20%. The Company has maintained sufficient headroom
against the limit throughout the year.
1.APM - for definition and calculation methodology, refer to the APMs section
below
2.Refer to note 18 for further information on derivative financial instruments
at fair value through profit or loss.
Accounting policy
Borrowings are recognised initially at fair value, less attributable costs.
Borrowings are subsequently stated at amortised cost. Any difference between
the proceeds (net of transaction costs) and the redemption value is recognised
in the statement of comprehensive income over the period of the borrowings
using the effective interest method. Transaction costs are spread over the
term of the RCF.
16. Authorised and issued share capital
30 September 2025 30 September 2024
Number Number
Share capital of shares £'000 of shares £'000
Ordinary shares issued and fully paid
Opening balance 884,797,669 8,848 884,797,669 8,848
Total shares in issue 884,797,669 8,848 884,797,669 8,848
Treasury shares
Opening balance (16,985,019) (170) (13,565,019) (136)
Shares repurchased (30,799,217) (308) (3,420,000) (34)
Total shares repurchased and held in treasury (47,784,236) (478) (16,985,019) (170)
Total ordinary share capital excluding treasury shares 837,013,433 8,370 867,812,650 8,678
Share capital represents the nominal amount of the Company's ordinary shares
in issue.
The Company is authorised in accordance with its Memorandum of Association to
issue 1.5 billion ordinary shares, 300 million C shares and 300 million
deferred shares, each having a par value of one pence per share.
30 September 30 September
2025 2024
Share premium £'000 £'000
Premium on ordinary shares issued and fully paid
Opening balance 858,965 861,118
Premium on equity shares purchased through:
Share repurchases (22,505) (2,149)
Share repurchase costs (46) (4)
Total 836,414 858,965
Share premium represents amounts subscribed for share capital in excess of the
nominal value less associated costs of the issue, less dividend payments
charged to premium as and when appropriate. Share premium is a distributable
reserve in accordance with Jersey Company Law.
The Company's share capital is represented by one class of ordinary shares.
Quantitative information about the Company's share capital is provided in the
statement of changes in equity.
At 30 September 2025, the Company's issued share capital comprised 884,797,669
ordinary shares (30 September 2024: 884,797,669), of which 47,784,236 (30
September 2024: 16,985,019) were held in treasury, and there were no C shares
or deferred shares in issue.
The ordinary shares carry the right to dividends out of the profits available
for distribution attributable to each share class, if any, as determined by
the Directors. Each holder of an ordinary share is entitled to attend meetings
of shareholders and, on a poll, to one vote for each share held.
Accounting policy
The Directors of the Company continually assess the classification of the
ordinary shares. If the ordinary shares cease to have all the features or meet
all the conditions set out to be classified as equity, they will be
reclassified as financial liabilities and measured at fair value at the date
of reclassification, with any differences from the previous carrying amount
recognised in equity. Transaction costs incurred by the Company in issuing,
acquiring or reselling its own equity instruments are accounted for as a
deduction from equity to the extent that they are incremental costs directly
attributable to the equity transaction that otherwise would have been avoided.
No gain or loss is recognised in the statement of comprehensive income on the
purchase, sale, issuance or cancellation of the Company's own equity
instruments.
17. Capital redemption reserve
30 September 30 September
2025 2024
£'000 £'000
Capital redemption reserve 101 101
The Company is required by Jersey Company Law to establish and maintain this
reserve on the redemption of its own shares.
18. Derivative financial instruments at fair value through profit or loss
On 31 March 2025, the Company entered into a commodity swap agreement with
LBCM under the ISDA Master Agreement for risk management purposes, which
includes full right of set off. The derivative financial instrument comprises
a commodity swap on electricity/baseload for the purpose of hedging
electricity price market movements, in cases where the Company has stepped
into projects and/or has direct exposure through its investment structure. The
commodity swap agreement expired on 30 September 2025 and was settled in
October 2025 in line with the contractual terms.
On 30 September 2025, the Company entered into two new commodity swap
agreements with Axpo under the ISDA Master Agreement framework for risk
management purposes, which includes full right of set off. The derivative
financial instruments comprise commodity swaps on electricity generation for
the purpose of hedging market movements in electricity prices, for two
Northern Irish wind projects. The commodity swap agreement is due to expire on
30 September 2026.
On 1 October 2025, the Company entered into a new commodity swap agreement
with Axpo under the ISDA Master Agreement framework for risk management
purposes, which includes full right of set off. The derivative financial
instrument comprises a commodity swap on baseload electricity for the purpose
of hedging market movements in electricity prices, in cases where the Company
has stepped into projects and/or has direct exposure through its investment
structure. The commodity swap agreement is due to expire on 31 March 2026.
The table below sets out details of the swaps in place from 30 September 2024
to the year end and the valuation of the swap held by the Company at the prior
and current year end:
Total Notional
notional quantity
Derivative Maturity quantity per hour
Commodity swap - electricity/baseload 'summer 2024' 30 September 2024 35,136 MWh 8 MW
Commodity swap - electricity/baseload 'winter 2024/25' 31 March 2025 13,104 MWh 3 MW
Commodity swap - electricity/baseload 'summer 2025' 30 September 2025 13,176 MWh 3 MW
Commodity swap - electricity/baseload 'winter 2025/26' 31 March 2026 13,104 MWh 3 MW
Commodity swaps - Irish power '12 month 2025/26' 30 September 2026 Variable output Variable output
30 September 30 September
2025 2024
£'000 £'000
Fixed
Fixed price:
Summer 2024 (maturity 30 September 2024) £62.0/MWh - 357
Winter 2024/25 (maturity 31 March 2025) £82.2/MWh - 1,077
Summer 2025 (maturity 30 September 2025) £81.9/MWh 177 -
Winter 2025/26 (maturity 31 March 2026) £80.8/MWh 1,058 -
12 month 2025/26 (maturity 30 September 2026) £76.5/MWh 11,406 -
Floating
Commodity Reference Price Index: summer 2024 Electricity N2EX UK Power Index Day Ahead - (445)
Commodity Reference Price Index: winter 2024/25 Electricity N2EX UK Power Index Day Ahead - (1,099)
Commodity Reference Price Index: summer 2025 Electricity N2EX UK Power Index Day Ahead (145) -
Commodity Reference Price Index: winter 2025/26 Electricity N2EX UK Power Index Day Ahead (1,045) -
Commodity Reference Price Index: 12 month 2025/26 SEMOpx Day Ahead (11,665) -
Fair value (214) (110)
Accounting policy
Recognition of derivative financial assets and liabilities takes place when
the derivative contracts are entered into. They are initially recognised and
subsequently measured at fair value; transactions costs, where applicable, are
included directly in finance costs. The Company does not apply hedge
accounting and consequently all gains or losses are recognised in the
statement of comprehensive income in net gains/(losses) on derivative
financial instruments at fair value through profit or loss.
19. Financial instruments
The table below sets out the classifications of the carrying amounts of the
Company's financial assets and financial liabilities into categories of
financial instruments under IFRS 9. The carrying amount of the financial
assets and financial liabilities at amortised cost approximates their fair
value.
30 September 30 September
2025 2024
Notes £'000 £'000
Financial assets
Cash and cash equivalents 14 12,039 11,755
Other receivables and prepayments 12 168 137
Financial assets at amortised cost 12,207 11,892
Financial assets at fair value through profit or loss 11 858,942 960,023
Total 871,149 971,915
Financial liabilities
Other payables and accrued expenses 13 (2,911) (2,885)
Interest bearing loans and borrowings 15 (19,299) (55,790)
Financial liabilities measured at amortised cost (22,210) (58,675)
Derivative financial instruments at fair value through profit or loss 18 (214) (110)
Total (22,424) (58,785)
19.1 Capital management
The Company is funded from equity balances, comprising issued ordinary share
capital as detailed in note 16, and retained earnings, in addition to an RCF,
as detailed in note 15.
The Company may seek to raise additional capital from time to time to the
extent that the Directors and the Investment Adviser believe the Company will
be able to make suitable investments, with consideration also given to the
alternatives of share buybacks and a reduction in leverage. The Company may
borrow up to 20% of its NAV at the time any such borrowings are drawn down. At
the year end, the Company remains modestly geared with a LTV(1) of 2.4% (30
September 2024: 6%).
19.2 Financial risk management objectives
The Company has an investment policy and strategy, as summarised above, that
sets out its overall investment strategy and its general risk management
philosophy and has established processes to monitor and control these in a
timely and accurate manner. These guidelines are the subject of regular
operational reviews undertaken by the Investment Adviser to ensure that the
Company's policies are adhered to as it is the Investment Adviser's duty to
identify and assist in the control of risk. The Investment Adviser reports
regularly to the Directors, who have the ultimate responsibility for the
overall risk management approach.
The Investment Adviser and the Directors ensure that all investment activity
is performed in accordance with investment guidelines. The Company's
investment activities expose it to various types of risks that are associated
with the financial instruments and markets in which it invests. Risk is
inherent to the Company's activities and it is managed through a process of
ongoing identification, measurement and monitoring. The financial risks to
which the Company is exposed include market risk (which includes other price
risk) and interest rate risk, credit risk and liquidity risk. Furthermore, the
Company is exposed to a number of shareholder interests, c.4% (30 September
2024: 6%) of the portfolio by value, either as a result of the specific
targeting of these positions or through enforcing its security as a result of
the occurrence of defaults. Such exposures are more sensitive to changes in
market factors, such as electricity prices, and the operational performance of
projects and are therefore likely to result in increased volatility in the
valuation of the portfolio.
Geopolitical and market uncertainties
The Company's infrastructure investments remain largely insulated from
short-term market fluctuations due to their low-volatility characteristics and
stable, long-term, public sector backed revenue streams. Falling inflation has
supported additional Bank of England rate cuts, including a 100 basis point
cut since the prior year, and earlier concerns that the October 2024 Budget
might reignite inflation have not materialised to a meaningful degree, though
the outlook continues to be monitored.
The war in Ukraine and the Israel-Hamas conflict remain material geopolitical
considerations. The Board and the Investment Adviser consider their direct
impact on energy prices and broader market volatility to have further
diminished. Although the Israel-Hamas conflict continues to carry risks,
particularly regarding potential regional escalation or sanctions, no tangible
disruptions have arisen for the Company.
Global trade uncertainty remains elevated as the US expands tariffs under
President Trump's renewed protectionist agenda. The latest measures have
strained relations with major trading partners and added pressure to global
supply chains, contributing to continued volatility in equity markets
throughout 2025.
There also remains uncertainty regarding potential future UK Government
intervention in the energy market, which could affect the realisation of
forecast power prices. The Electricity Generator Levy, implemented in January
2023, impacted the short-term profitability of certain assets in the 2024
financial year; however, there has been no impact in the current financial
year. The levy is scheduled to remain in place until 31 March 2028.
Climate risk
For the fourth consecutive year, the Investment Adviser carried out a climate
risk assessment for each underlying portfolio asset to assess the actual and
potential impacts of climate-related risks and opportunities across the
portfolio. The analysis considered both physical and transition risks for each
asset. The data collected was based upon IPCC, UK Government and publicly
available data, supplemented by data inputs from the Investment Adviser's
portfolio management team and its investment management team. Further
information is given above. Based on the climate risk analysis undertaken, the
Investment Adviser does not currently propose to make any material changes to
financial forecasts due to climate risk.
1.APM - for definition and calculation methodology, refer to the APMs section
below.
19.3 Market risk
There is a risk that market movements in interest rates, credit markets and
observable yields may decrease or increase the fair value of the Company's
financial assets without regard to the assets' underlying performance. The
fair value of the Company's financial assets is measured and monitored on a
quarterly basis by the Investment Adviser with the assistance of the
independent Valuation Agent.
The valuation principles used are based on a discounted cash flow methodology,
where applicable. A fair value for each asset acquired by the Company is
calculated by applying a relevant market discount rate to the contractual cash
flows expected to arise from each asset. At the year end, all investments were
classified as Level 3; refer to note 19.7 for additional information.
The independent Valuation Agent determines the discount rates that it believes
the market would reasonably apply to each investment taking into account,
inter alia, the following significant inputs:
· Pound Sterling interest rates;
· movements of comparable credit markets; and
· observable yields on other comparable instruments.
In addition, the following are also considered as part of the overall
valuation process:
· general infrastructure market activity and investor sentiment; and
· changes to the economic, legal, taxation or regulatory environment.
The independent Valuation Agent exercises its judgement in assessing the
expected future cash flows from each investment. Given that the investments of
the Company are generally fixed-income debt instruments (in some cases with
elements of inflation protection) or other investments with a similar economic
effect, the focus of the independent Valuation Agent is on assessing the
likelihood of any interruptions to the debt service payments, in light of the
operational performance of the underlying asset as confirmed by the Investment
Adviser. Where appropriate, the independent Valuation Agent will also consider
long-term assumptions that have a direct impact on valuation, such as
electricity prices, inflation and availability. Given fluctuating electricity
prices, the Investment Adviser has continued with a hedging programme to
reduce volatility in the portfolio. Further information can be found above.
The table below shows how changes in discount rates affect the changes in the
valuation of financial assets at fair value through profit or loss. The range
of discount rates used reflects the Investment Adviser's view of a reasonable
expectation of valuation movements across the portfolio in a twelve month
period.
30 September 2025 0.50% 0.25% 0.0% (0.25%) (0.50%)
Change in discount rates
Value of financial assets at fair value (£'000) 834,304 846,402 858,942 871,950 885,457
Change in valuation of financial assets at fair value through profit or loss (24,637) (12,540) - 13,009 26,515
(£'000)
At 30 September 2025, the discount rates used in the valuation of financial
assets ranged from 6.83% to 13.10%, with a rate of 25.00% being applied to one
financial asset due to changes in the perceived risk associated with one
project, representing 0.63% of the portfolio.
30 September 2024 0.50% 0.25% 0.0% (0.25%) (0.50%)
Change in discount rates
Value of financial assets at fair value (£'000) 931,236 945,386 960,023 975,173 990,866
Change in valuation of financial assets at fair value through profit or loss (28,787) (14,637) - 15,150 30,843
(£'000)
At 30 September 2024, the discount rates used in the valuation of financial
assets ranged from 6.58% to 13.00%, with a rate of 20.00% being applied to one
financial asset due to changes in the perceived risk associated with one
project, representing 0.63% of the portfolio.
19.4 Interest rate risk
Interest rate risk has the following effect:
Fair value of financial assets
Interest rates are one of the factors which the independent Valuation Agent
takes into account when valuing financial assets. Interest rate risk is
incorporated by the independent Valuation Agent into the discount rate applied
to the financial assets at fair value through profit or loss. Discount rate
sensitivity analysis is disclosed in note 19.3.
Future cash flows
The Company primarily invests in senior and subordinated debt instruments of
infrastructure Project Companies. The financial assets have fixed interest
rate coupons, albeit with some inflation protection and, as such, movements in
interest rates will not directly affect the future cash flows payable to the
Company.
Interest rate hedging may be carried out to seek protection against falling
interest rates in relation to assets that do not have a minimum fixed rate of
return acceptable to the Company in line with its investment policy and
strategy. No interest rate hedging was undertaken at year end.
Where the debt instrument is subordinated, the Company is indirectly exposed
to the gearing of the infrastructure Project Companies. The Investment Adviser
ensures as part of its due diligence that the Project Company debt ranking
senior to the Company's investment has been, where appropriate, hedged against
movements in interest rates, through the use of interest rate swaps. At 30
September 2025, the Company had not entered into any interest rate swap
contracts (30 September 2024: none).
Borrowings
Details of the RCF are given in note 15.
The new facility has a three year term and was refinanced on similar terms to
the previous RCF, with the most notable amendment being the introduction of
additional flexibility in utilisations and repayments to allow the Company to
enhance its working capital management.
The drawn amount under the RCF at 30 September 2025 was £20 million (30
September 2024: £57 million).
The following tables show an estimate of the sensitivity of the drawn amounts
under the RCF to interest rate changes of 100, 200 and 300 basis points in a
twelve month period, with all other variables held constant.
30 September 2025 3.0% 2.0% 1.0% 0.0% (1.0%) (2.0%) (3.0%)
Change in interest rates
Value of interest expense (£'000) 1,793 1,593 1,393 1,193 993 793 593
Changes in interest expense (£'000) 600 400 200 - (200) (400) (600)
30 September 2024 3.0% 2.0% 1.0% 0.0% (1.0%) (2.0%) (3.0%)
Change in interest rates
Value of interest expense (£'000) 5,683 5,113 4,543 3,973 3,403 2,833 2,263
Changes in interest expense (£'000) 1,710 1,140 570 - (570) (1,140) (1,710)
Other financial assets and liabilities
Bank deposits are exposed to and affected by fluctuations in interest rates.
However, the impact of interest rate risk on these assets and liabilities is
not considered material.
19.5 Credit risk
Credit risk refers to the risk that the counterparty to a financial instrument
will fail to discharge an obligation or commitment that it has entered into
with the Company. The assets classified at fair value through profit or loss
do not have a published credit rating; however, the Investment Adviser
monitors the financial position and performance of the Project Companies on a
regular basis to ensure that credit risk is appropriately managed.
The Company is exposed to differing levels of credit risk on all its assets.
Per the statement of financial position, the Company's total exposure to
credit risk is £871 million (30 September 2024: £972 million) being the
balance of total assets less prepayments. As a matter of general policy, cash
is held at a number of financial institutions to spread credit risk, with cash
awaiting investment being held on behalf of the Company at banks which carry a
minimum rating of A-1, P-1 or F1 from Standard & Poor's, Moody's or Fitch
respectively or in one or more similarly rated money market or short-dated
gilt funds. Cash is generally held on a short-term basis, pending subsequent
investment, repayment of the RCF or repurchases of the Company's ordinary
shares. The amount of working capital that may be held at RBSI is limited to
the higher of £4 million or the value of one quarter of the Company's running
costs. Any excess uninvested/surplus cash is held at other financial
institutions with the minimum credit ratings described above. The maximum
amount to be held at any one of these other financial institutions is £25
million or 25% of total cash balances, whichever is the larger. It is also
recognised by the Board that the arrival of ring-fenced banking has impacted
the availability of A-rated banks.
Before an investment decision is made, the Investment Adviser performs
extensive due diligence complemented by professional third party advisers,
including technical advisers, financial and legal advisers, and valuation and
insurance experts. After an investment is made, the Investment Adviser
primarily uses detailed cash flow forecasts to assess the continued
creditworthiness of Project Companies and their ability to pay all costs as
they fall due. The forecasts are regularly updated with information provided
by the Project Companies in order to monitor ongoing financial performance.
The Project Companies receive a significant proportion of revenue from
Government departments and public sector or local authority clients.
The Project Companies are reliant on their subcontractors, particularly
facilities managers, continuing to perform their service delivery obligations
such that revenues are not disrupted. The credit standing of each significant
subcontractor is monitored by the Investment Adviser on an ongoing basis, and
significant exposures are reported to the Directors on a quarterly basis.
The concentration of credit risk to any individual project did not exceed 10%
of the Company's portfolio at the year end, which is the maximum amount
permissible per the Company's investment policy. The Investment Adviser
regularly monitors the concentration of risk based upon the nature of each
underlying project to ensure appropriate diversification and risk remains
within acceptable parameters.
The concentration of credit risk associated with counterparties is deemed to
be low due to asset and sector diversification. The underlying counterparties
are typically public sector entities which pay pre-determined, long-term,
public sector backed revenues in the form of subsidy payments for renewables
transactions (i.e. FiT and ROCs payments), unitary charge payments for PFI
transactions and lease payments for social housing projects. In the view of
the Investment Adviser and the Board, the public sector generally has both the
ability and willingness to support the obligations to these entities.
Electricity market prices remain volatile, although conditions have stabilised
compared with the period immediately following the Russian invasion of Ukraine
in 2022. Market pressures have previously contributed to the failure of
several energy suppliers, and the Company retains exposure to certain
electricity suppliers through offtake arrangements with renewable project
borrowers. To date, the Company has not been directly affected by any supplier
failures.
Through its usual systems and processes, the Investment Adviser monitors the
credit standing of all customers and suppliers and believes that where
offtakers have supply businesses they remain in a strong position to continue
such arrangements. In any case, the Investment Adviser considers the offtake
market for renewable projects to be a liquid and competitive sector, meaning
any arrangements that are terminated as part of an offtake collapse could be
easily replaced by a new third party.
The credit risk associated with each Project Company is further mitigated
because the cash flows receivable are secured over the assets of the Project
Company, which in turn has security over the assets of the underlying
projects. The debt instruments in the portfolio are held by the Company at
fair value, and the credit risk associated with these investments is one of
the factors the independent Valuation Agent takes into account when valuing
the financial assets.
Changes in credit risk affect the discount rates. The sensitivity of the fair
value of the financial assets at fair value through profit or loss is
disclosed in note 19.3. The Directors have assessed the credit quality of the
portfolio at the year end and based on the parameters set out above, are
satisfied that the credit quality remains within an acceptable range for
long-dated debt.
The Company enters into commodity swap arrangements for the purpose of hedging
market movements in electricity prices. Refer to note 18 for further details.
There is potential for credit risk in relation to the arrangement depending on
whether the arrangement is an asset or a liability at any point in time. At
the date of this report, the Company's exposure to credit risk relating to the
commodity swap agreement is a £214,000 liability.
Further information on derivative financial instruments is given in note 18.
19.6 Liquidity risk
Liquidity risk is defined as the risk that the Company will encounter
difficulty in meeting obligations associated with financial liabilities that
are settled by delivering cash or another financial asset. Exposure to
liquidity risk arises because of the possibility that the Company could be
required to pay its liabilities earlier than expected. The Company's objective
is to maintain a balance between continuity of funding and flexibility through
the use of bank deposits and interest bearing loans and borrowings.
The table below analyses the Company's financial assets and liabilities in
relevant maturity groupings based on the remaining period from the period end
to the contractual maturity date. The Directors have elected to present both
assets and liabilities in the liquidity disclosure to illustrate the net
liquidity exposure of the Company.
All cash flows in the table below are on an undiscounted basis.
Less than one month One to three months Three to twelve months Greater than twelve months Total
30 September 2025 £'000 £'000 £'000 £'000 £'000
Financial assets
Cash and cash equivalents 12,039 - - - 12,039
Other receivables and prepayments - - 168 - 168
Financial assets at fair value through profit or loss 8,925 42,739 117,725 1,745,418 1,914,807
Total financial assets 20,964 42,739 117,893 1,745,418 1,927,014
Non-derivative financial liabilities
Other payables and accrued expenses - (2,911) - - (2,911)
Interest bearing loans and borrowings (179) (352) (1,573) (22,899) (25,003)
Derivative financial liabilities at fair value through profit or loss
Inflows 32 - 13 - 45
Outflows (24) (55) (180) - (259)
Total financial liabilities (171) (3,318) (1,740) (22,899) (28,128)
Net exposure 20,793 39,421 116,153 1,722,519 1,898,886
Less than one month One to three months Three to twelve months Greater than twelve months Total
30 September 2024 £'000 £'000 £'000 £'000 £'000
Financial assets
Cash and cash equivalents 11,755 - - - 11,755
Other receivables and prepayments - - 137 - 137
Financial assets at fair value through profit or loss 12,594 37,137 95,661 1,945,835 2,091,227
Total financial assets 24,349 37,137 95,798 1,945,835 2,103,119
Non-derivative financial liabilities
Other payables and accrued expenses - (2,885) - - (2,885)
Interest bearing loans and borrowings (393) (733) (3,458) (63,372) (67,956)
Derivative financial liabilities at fair value through profit or loss
Inflows 357 545 532 - 1,434
Outflows (445) (537) (562) - (1,544)
Total financial liabilities (481) (3,610) (3,488) (63,372) (70,951)
Net exposure 23,868 33,527 92,310 1,882,463 2,032,168
19.7 Fair values of financial assets and financial liabilities
Basis of determining fair value
Loan notes
The independent Valuation Agent carries out quarterly valuations of the
financial assets of the Company. These valuations are reviewed by the
Investment Adviser and the Directors. The subsequent NAV produced is reviewed
and approved by the Directors on a quarterly basis.
The basis for the independent Valuation Agent's valuation is described in note
19.3.
Derivative financial instruments
The valuation principles used are based on inputs from observable market data,
being a commonly quoted electricity price index, which most closely reflects a
Level 2 input. The fair value of the derivative financial instrument is
derived from its mark-to-market ("MTM") valuations provided by LBCM and Axpo
on a quarterly basis. The MTM value is calculated based on the fixed leg of
the commodity swap offset by the market price of the floating leg which is
indexed to the 'Electricity N2EX UK Power Index Day Ahead'. The Investment
Adviser monitors the exposure internally using its own valuation system.
Further information on derivative financial instruments is given in note 18.
Fair value measurements
Investments measured and reported at fair value are classified and disclosed
in one of the following fair value hierarchy levels depending on whether their
fair value is based on:
· Level 1: quoted prices in active markets for identical assets or
liabilities;
· Level 2: inputs other than quoted prices included in Level 1 that
are observable for the asset or liability, either directly (as prices) or
indirectly (derived from prices); and
· Level 3: inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
An investment is always categorised as Level 1, 2 or 3 in its entirety. In
certain cases, the fair value measurement for an investment may use a number
of different inputs that fall into different levels of the fair value
hierarchy. In such cases, an investment level within the fair value hierarchy
is based on the lowest level of input that is significant to the fair value
measurement. The assessment of the significance of a particular input to the
fair value measurement requires judgement and is specific to the investment.
The Company recognises transfers between levels of the fair value hierarchy at
the end of the reporting year during which the change has occurred.
The table below analyses all investments held by the level in the fair value
hierarchy into which the fair value measurement is categorised:
30 September 30 September
Fair value 2025 2024
hierarchy £'000 £'000
Financial assets at fair value through profit or loss
Loan notes Level 3 858,942 960,023
Financial liabilities at fair value through profit or loss
Derivative financial instruments at fair value through profit or loss Level 2 (214) (110)
Discount rates between 6.83% to 13.10%, with a rate of 25.00% being applied to
one financial asset due to changes in the perceived risk associated with one
project, representing 0.63% of the portfolio (30 September 2024: 6.58% and
13.00%, with a rate of 20.00% being applied to one financial asset due to
changes in the perceived risk associated with one project, representing 0.63%
of the portfolio) were applied to the investments categorised as Level 3.
The Directors have classified financial instruments depending on whether or
not there is a consistent data set comparable and observable transactions and
discount rates. The Directors have classified all loan notes as Level 3. No
transfers were made between levels in the year.
Refer to note 11 for a reconciliation of all movements in the fair value of
financial instruments categorised within Level 3 between the beginning and end
of the year.
For the Company's financial instruments categorised as Level 3, changing the
discount rates used to value the underlying instruments alters the fair value.
A change in the discount rate used to value the Level 3 investments would have
the effect on the valuation as shown in the table in note 19.3. Refer to note
11 for movements in financial assets at fair value through profit or loss
throughout the year.
In determining the discount rates for calculating the fair value of financial
assets at fair value through profit or loss, movements in Pound Sterling,
interest rates, comparable credit markets and observable yield on comparable
instruments could give rise to changes in the discount rate.
The Directors considered the inputs used in the valuation of investments and
the appropriateness of their classification in the fair value hierarchy.
Should the valuation approach change, causing an investment to meet the
characteristics of a different level of the fair value hierarchy, it will be
reclassified accordingly in the appropriate period.
20. Related party disclosures
As defined by IAS 24 Related Party Disclosures, parties are considered to be
related if one party has the ability to control the other party or exercise
significant influence over the other party in making financial or operational
decisions.
Directors
The non-executive Directors of the Company are considered to be the key
management personnel of the Company. Directors' remuneration including
expenses for the year totalled £503,000 (30 September 2024: £451,000). At 30
September 2025, liabilities in respect of these services amounted to £129,000
(30 September 2024: £111,000).
At 30 September 2025, the Directors, together with their family members, held
the following shares in the Company:
30 September 2025 30 September 2024
Shares % of total Shares % of total
Director held voting rights held voting rights
Andrew Didham 176,414 0.021 146,345 0.017
Steven Wilderspin 15,000 0.002 15,000 0.002
Dawn Crichard 94,472 0.011 80,463 0.009
Alex Yew 100,000 0.012 75,000 0.009
Ian Brown 46,116 0.006 - -
Heather Bestwick - - - -
Andrew Didham is an executive vice chairman at Rothschild & Co, presently
on a part-time basis. Rothschild & Co is engaged by the Company to provide
ongoing investor relations support. The Company and Rothschild & Co
maintain procedures to ensure that Mr Didham has no involvement in either the
decisions concerning the engagement of Rothschild & Co or the provision of
investor relations services to the Company. During the year, the aggregate sum
of £54,000 was paid to Rothschild & Co (30 September 2024: £54,000) in
respect of investor relations support.
Investment Adviser
The Company is party to an Investment Advisory Agreement with the Investment
Adviser, which was most recently amended and restated on 26 January 2023,
pursuant to which the Company has appointed the Investment Adviser to provide
advisory services relating to the management of assets on a day‑to‑day
basis in accordance with its investment objectives and policies, subject to
the overall supervision and direction of the Board of Directors. As a result
of the responsibilities delegated under this agreement, the Company considers
it to be a related party by virtue of being 'key management personnel'.
Under the terms of the Investment Advisory Agreement, the notice period of the
termination of the Investment Adviser by the Company is 24 months.
The remuneration of the Investment Adviser is set out below.
For its services to the Company, the Investment Adviser receives an annual fee
at the rate of 0.9% (or such lesser amount as may be demanded by the
Investment Adviser at its own absolute discretion) multiplied by the sum of:
· the NAV of the Company; less
· the value of the cash holdings of the Company pro rata to the
period for which such cash holdings have been held.
The Investment Adviser is also entitled to claim for expenses arising in
relation to the performance of certain duties and, at its discretion, 1% of
the value of any transactions entered into by the Company (where possible,
the Investment Adviser may seek to charge this fee to the borrower).
The Investment Adviser receives a fee of 0.25% of the aggregate gross proceeds
from any issue of new shares in consideration for the provision of marketing
and investor introduction services.
The Company's Investment Adviser is authorised as an AIFM by the UK FCA under
the UK AIFM Regime. The Company has provided disclosures on its
website incorporating the requirements of the UK AIFM Regime. The Investment
Adviser receives an annual fee of £75,000 in relation to its role as the
Company's AIFM, increased annually at the rate of the RPI. The fee paid to the
Investment Adviser for the year was £92,000 (30 September 2024: £89,000).
During the year, the Company expensed £7,858,000 (30 September 2024:
£8,300,000) in respect of investment advisory fees, marketing fees and
transaction management and documentation services, and £19,000 (30 September
2024: £53,000) in respect of expenses. At 30 September 2025, liabilities in
respect of these services amounted to £1,925,000 (30 September 2024:
£2,062,000).
The directors and employees of the Investment Adviser also sit on the boards
of, and control, several SPVs through which the Company invests. The Company
has delegated the day-to-day operations of these SPVs to the Investment
Adviser through the Investment Advisory Agreement.
While not related parties under IAS 24 Related Party Disclosures, for
transparency, the Investment Adviser has disclosed the shareholdings of key
management personnel. At 30 September 2025, the key management personnel of
the Investment Adviser, together with their family members, directly or
indirectly held 932,719 ordinary shares in the Company, equivalent to 0.111%
of the total voting rights (30 September 2024: 935,268 ordinary shares, 0.108%
of the total voting rights).
21. Subsequent events after the report date
The following events occurred post year end:
· The Company declared, on 31 October 2025, a fourth interim dividend
of 1.75 pence per ordinary share, amounting to £14.6 million, which was paid
on 9 December 2025 to ordinary shareholders who were recorded on the register
at the close of business on 14 November 2025.
· The Company made five further advances totalling £1.7 million. The
Company received repayments totalling £4.4 million in respect of
seven investments.
· The Company drew down an amount of £15.0 million and repaid an
amount of £5.0 million on the RCF, resulting in a total drawn amount
of £30.0 million.
· Andrew Didham, together with his family members, purchased a
further 27,601 shares in the Company.
· The Company repurchased a further 1.7 million ordinary shares,
which are held in treasury.
On a quarterly basis, commencing the period ending 30 September 2025, the
Investment Adviser has agreed to purchase ordinary shares in the Company of a
value equal to 25% of the Investment Adviser's annual fee and the Board has
agreed to this arrangement. The documentation to formalise this arrangement
was being finalised at the time of approving the annual report and it will
consist of a side letter to the current Investment Advisory Agreement. Post
year end, the Investment Adviser purchased 662,000 ordinary shares in the
Company for a consideration of £482,290.
22. Ultimate controlling party
It is the view of the Directors that there is no ultimate controlling party.
23. Non-consolidated SPVs
The following SPVs have not been consolidated in these financial statements
due to the Company meeting the criteria of an investment entity and therefore,
applying the exemption to consolidation under IFRS 10, it has measured its
financial interests in these SPVs at fair value through profit or loss.
Refer to note 11 for the details of contractual arrangements between the
Company and the SPVs and to the risk disclosures in note 19 for details of
events or conditions that could expose the Company to losses.
During the year and prior year, the Company did not provide financial support
to the unconsolidated SPVs.
All of the below non-consolidated SPVs are incorporated and domiciled in the
United Kingdom.
30 September 2025 30 September 2024
SPV company name Ownership interest in Classification(1) Ownership interest in Classification(1)
loan notes loan notes
GCP Cardale PFI Limited 100% Subsidiary 100% Subsidiary
FHW Dalmore (Salford Pendleton Housing) plc 13.9% Associate 13.8% Associate
GCP Asset Finance 1 Limited 100% Subsidiary 100% Subsidiary
GCP Biomass 1 Limited 100% Subsidiary 100% Subsidiary
GCP Biomass 2 Limited 100% Subsidiary 100% Subsidiary
GCP Biomass 3 Limited 100% Subsidiary 100% Subsidiary
GCP Bridge Holdings Ltd 100% Subsidiary 100% Subsidiary
GCP Education 1 Limited 100% Subsidiary 100% Subsidiary
GCP Green Energy 1 Limited 100% Subsidiary 100% Subsidiary
GCP Healthcare 1 Limited 100% Subsidiary 100% Subsidiary
GCP Onshore Wind 3 Limited 100% Subsidiary 100% Subsidiary
GCP Programme Funding 1 Limited 100% Subsidiary 100% Subsidiary
GCP RHI Boiler 1 Limited 100% Subsidiary 100% Subsidiary
GCP Rooftop Solar 5 Limited 100% Subsidiary 100% Subsidiary
GCP Rooftop Solar 6 plc 36.7% Associate 37.1% Associate
GCP Rooftop Solar Finance plc 31.5% Associate 31.1% Associate
GCP Social Housing 1 Limited 100% Subsidiary 100% Subsidiary
Gravis Asset Holdings Limited 100% Subsidiary 100% Subsidiary
Gravis Solar 1 Limited 100% Subsidiary 100% Subsidiary
Gravis Solar 2 Limited 100% Subsidiary 100% Subsidiary
GCP Geothermal Funding 1 Limited 100% Subsidiary 100% Subsidiary
1.Refer to note 11 for further details.
Alternative performance measures
The Board and the Investment Adviser assess the Company's performance using a
variety of measures that are not defined under IFRS and are therefore classed
as alternative performance measures ("APMs").
Where possible, reconciliations to IFRS are presented from the APMs to the
most appropriate measure prepared in accordance with IFRS. All items listed
below are IFRS financial statement line items unless otherwise stated.
APMs should be read in conjunction with the statement of comprehensive income,
statement of financial position, statement of changes in equity and statement
of cash flows, which are presented in the financial statements section of this
report. The APMs may not be directly comparable with measures used by other
companies.
Adjusted earnings cover
Ratio of the Company's adjusted net earnings(1) per share to the dividend per
share. This metric seeks to show the Company's right to receive future net
cash flows by way of interest income from the portfolio of investments, by
removing: (i) the effect of pull-to-par and; (ii) any upward or downward
revaluations of investments, which are functions of accounting for financial
assets at fair value under IFRS 9, and that do not contribute to the Company's
ability to generate cash flows.
30 Sep 30 Sep
2025 2024
Pence Pence
Adjusted earnings per share(1) 6.73 7.09
Dividend per share 7.0 7.0
Times covered 0.96 1.01
Adjusted earnings per share
The Company's adjusted net earnings(1) divided by the weighted average number
of shares.
30 Sep 30 Sep
2025 2024
£'000 £'000
Adjusted net earnings(1) 57,509 61,486
Weighted average number of shares 854,455,219 867,940,448
Adjusted earnings per share (pence) 6.73 7.09
Adjusted loan interest capitalised
In respect of a period, a measure of loan interest capitalised adjusted for
amounts subsequently paid as part of repayments.
30 Sep 30 Sep
2025 2024
£'000 £'000
Capitalised (planned) 14,789 14,868
Capitalised (unscheduled) 4,419 7,300
Loan interest capitalised 19,208 22,168
Capitalised amounts subsequently settled as part of repayments (10,003) (9,297)
Adjusted loan interest capitalised 9,205 12,871
Adjusted loan interest received
In respect of a period, a measure of loan interest received adjusted for loan
interest capitalised and subsequently paid as part of repayments or disposal
proceeds.
30 Sep 30 Sep
2025 2024
£'000 £'000
Loan interest received 64,040 65,129
Capitalised amounts settled as part of final repayment or disposal proceeds 2,850 -
Capitalised amounts subsequently settled as part of repayments 10,003 9,297
Adjusted loan interest received 76,893 74,426
Adjusted net earnings
In respect of a period, a measure of loan interest accrued(2) by the portfolio
less total expenses and finance costs. This metric is used in the calculation
of adjusted earnings cover(1).
30 Sep 30 Sep
2025 2024
£'000 £'000
Total profit and comprehensive income/loss 18,358 19,514
Less: income/gains on financial assets at fair value through profit or loss (33,697) (37,340)
Add: losses/(gains) on derivative financial instruments at fair value through 297 79,808
profit or loss
Add: loan interest accrued 72,551 86,911
Adjusted net earnings 57,509 61,486
1.APM - refer to relevant APM above and below for further information.
Aggregate downward revaluations since IPO (annualised)
A measure of the Company's ability to preserve the capital value of its
investments over the long term. It is calculated as total aggregate downward
revaluations divided by total invested capital since IPO expressed as a time
weighted annual percentage.
30 Sep 30 Sep
2025 2024
£'000 £'000
Total aggregate downward revaluations since IPO (147,601) (109,492)
Total invested capital since IPO 1,972,112 1,947,454
Percentage (annualised) (0.51) (0.41)
Average NAV
The average of the twelve net asset valuations calculated monthly over the
financial year.
Cash earnings cover
Ratio of total net cash received per share(1) to the dividend per share.
30 Sep 30 Sep
2025 2024
Pence Pence
Total net cash received per share(1) 7.26 6.61
Dividend per share 7.00 7.00
Times covered 1.04 0.94
Discount
The price at which the shares of the Company trade below the NAV per share.
Dividend yield
A measure of the quantum of dividends paid to shareholders relative to the
market value per share. It is calculated by dividing the dividend per share
for the year by the share price at the year end.
Earnings cover
Ratio of the Company's earnings per share to the dividend per share.
30 Sep 30 Sep
2025 2024
Pence Pence
Earnings per share 2.15 2.25
Dividend per share 7.00 7.00
Times covered 0.31 0.32
Interest cover
The ratio of total loan interest income to finance costs expressed as a
percentage.
Loan interest accrued
The measure of the value of interest accruing on a loan in respect of a
period, calculated based on the contractual interest rate stated in the loan
documentation.
Loan interest accrued differs from net income/gains on financial assets at
fair value through profit or loss, as recognised under IFRS 9, as loan
interest accrued is not impacted by movements of:
· the impact of realised and unrealised gains and losses on financial
assets at fair value through profit or loss;
· the impact of 'pull-to-par' in the unwinding of discount rate
adjustments over time (where the weighted average discount rate used to value
financial assets differs from the interest rate stated in the loan
documentation);
· the impact of cash flows from loan interest received;
· the impact of loan interest capitalised; and
· the impact of loan principal indexation applied.
This metric is used in the calculation of adjusted net earnings(2).
Loan to value
A measure of the indebtedness of the Company at the year end, expressed as
interest bearing loans and borrowings as a percentage of net assets.
NAV total return
A measure showing how the NAV per share has performed over a period of time,
taking into account both capital returns and dividends paid to shareholders,
expressed as a percentage.
It assumes that dividends paid to shareholders are reinvested at NAV at the
time the shares are quoted ex-dividend. This is a standard performance metric
across the investment industry and allows comparability across the sector.
Source: Investment Adviser
1.APM - refer to relevant APM below for further information.
2.APM - refer to relevant APM above for further information.
Premium
The price at which the shares of the Company trade above the NAV per share.
Total expenses paid
In respect of the year, the cash outflows from the Company in order to settle
operating costs. This metric is used in the calculation of total net cash
received(1).
30 Sep 30 Sep
2025 2024
£'000 £'000
Total expenses per statement of comprehensive income 11,126 11,338
Adjustment for expense accruals 33 (726)
Total expenses paid 11,159 10,612
Total net cash received
In respect of a period, the cash inflows from investments, comprising adjusted
loan interest received(2) less total expenses paid and finance costs paid.
This metric is used in the calculation of cash earnings cover(3).
30 Sep 30 Sep
2025 2024
£'000 £'000
Adjusted loan interest received(2) 76,893 74,426
Total expenses paid(1) (11,159) (10,612)
Finance costs paid (3,701) (6,550)
Total net cash received 62,033 57,264
Total net cash received per share
The Company's total net cash received(1) divided by the weighted average
number of shares.
30 Sep 30 Sep
2025 2024
£'000 £'000
Total net cash received(1) 62,033 57,264
Weighted average number of shares 854,455,219 867,940,448
Total net cash received per share (pence) 7.26 6.61
Total shareholder return
A measure of the performance of a Company's shares over time. It combines
share price movements and dividends to show the total return to the
shareholder expressed as a percentage. It assumes that dividends are
reinvested in the shares at the time the shares are quoted ex‑dividend.
This is a standard performance metric across the investment industry and
allows comparability across the sector.
Source: Bloomberg
Weighted average annualised yield
The weighted average yield on the investment portfolio calculated based on the
yield of each investment weighted by the principal balance outstanding on such
investment, expressed as a percentage. It is calculated including borrower
company leverage but before any Company level leverage.
The yield forms a component of investment cash flows used for the valuation of
financial assets at fair value through profit or loss under IFRS 9.
1,2.APM - refer to relevant APM above for further information.
Glossary of terms
Adjusted earnings cover
Refer to APMs section above
Adjusted loan interest capitalised
Refer to APMs section above
Adjusted loan interest received
Refer to APMs section above
Adjusted net earnings
Refer to APMs section above
Aggregate downward revaluations since IPO (annualised)
Refer to APMs section above
AGM
The Annual General Meeting of the Company
AIB
AIB Group (UK)
AIC
Association of Investment Companies
AIC Code
AIC Corporate Governance Code
AIF
Alternative Investment Fund
AIFM
Alternative Investment Fund Manager
APMs
Alternative performance measures
Average life
The weighted average term of the loans in the investment portfolio
Axpo
Axpo Solutions AG
BeST
Bespoke Supported Tenancies
Borrower
Owners of the Project Companies to which the Company advances loans
Capture price
The actual electricity price achieved by a generator in the market
Cash earnings cover
Refer to APMs section above
CBF
Community Benefit Fund
CCI
Consumer Composite Investments
CfD
Contract-for-difference
CIF Law
Collective Investment Funds (Jersey) Law 1988
Clydesdale
Clydesdale Bank plc (trading as Virgin Money)
Company
GCP Infrastructure Investments Limited
C shares
A share class issued by the Company from time to time. Conversion shares are
used to raise new funds without penalising existing shareholders. The funds
raised are ring-fenced from the rest of the Company until they are
substantially invested
Deferred shares
Redeemable deferred shares of £0.01 each in the capital of the Company
arising from C share conversion
Discount
Refer to APMs section above
Dividend cover
Earnings (under IFRS, adjusted or cash) for the year compared to the dividend
for the year
Dividend yield
Refer to APMs section above
DPC
Direct Procurement for Customers
Earnings cover
Refer to APMs section above
EEA
European Economic Area
EPC
Energy Performance Certificate
ESG
Environmental, social and governance
EU
European Union
FCA
Fellow Chartered Accountant
FiT
Feed-in tariff
FRC
Financial Reporting Council
GB market
UK electricity market
GCP Asset Backed
GCP Asset Backed Income Fund Limited
GHG Protocol
Greenhouse gas protocol
GRESB
Global Real Estate Sustainability Benchmark
GWh
Gigawatt hours
HMT
His Majesty's Treasury
IFRS
International Financial Reporting Standards
Interest cover
Refer to APMs section above
IPCC
Intergovernmental Panel on Climate Change
IPO
Initial public offering
IRR
Internal rate of return
ISDA
International Swaps and Derivatives Association
ISO
International Organization for Standardization
iSEM
Integrated Single Electricity Market
ISSB
International Sustainability Standards
Jersey Company Law
The Companies (Jersey) Law 1991 (as amended)
JFSC
Jersey Financial Services Commission
KPIs
Key performance indicators
KPMG
KPMG Audit Limited
LBCM
Lloyds Bank Corporate Markets plc
Lloyds
Lloyds Group plc
Loan interest accrued
Refer to APMs section above
Loan to value
Refer to APMs section above
LSE
London Stock Exchange
LTV
Loan to value
MEES
Minimum Energy Efficiency Standards
MiFID
Markets in Financial Instruments Directive
Mizuho
Mizuho Bank
MW
Megawatt
NAV
Net asset value
NAV total return
Refer to APMs section above
NED
Non-executive Director
OBR
The Office for Budget Responsibility
Official List
The Official List of the UK FCA
Ordinary shares
The ordinary share capital of the Company
PFI
Private finance initiative
PPA
Power purchase agreement
PPP
Public-private partnership
PPS
Pence per share
Premium
Refer to APMs section above
PRI
Principles for Responsible Investment
Project Company
A special purpose company which owns and operates an asset
Public sector backed
All revenues arising from UK central Government or local authorities or from
entities themselves substantially funded by UK central Government or local
authorities, obligations of NHS Trusts, UK registered social landlords and
universities and revenues arising from other Government-sponsored or
administered initiatives for encouraging the usage of renewable or clean
energy in the UK
Pull-to-par
The effect on income recognised in future periods from the application of a
new discount rate to an investment
REMA
Review of Electricity Market Arrangements
RBSI
Royal Bank of Scotland International Limited
RCF
Revolving credit facility with AIB (UK) plc, Lloyds Bank plc, Clydesdale Bank
plc (trading as Virgin Money) and Mizuho Bank Limited
RHI
Renewable heat incentive
RO
Renewables obligation
ROCs
Renewable Obligation Certificates
Rothschild & Co
NM Rothschild and Sons Ltd
RPs
Registered Providers
RSH
Regulator of Social Housing
SBTi
Science Based Targets initiative
SDR
Sustainability Disclosure Requirements
SEM
Single Electricity Market
Senior ranking security
Security that gives a loan priority over other debt owed by the issuer in
terms of control and repayment in the event of default or issuer bankruptcy
SFDR
The Sustainable Finance Disclosure Regulation
SID
Senior Independent Director
SONIA
Sterling Overnight Interbank Average rate
SPV
Special purpose vehicle through which the Company invests
TCFD
Task Force on Climate-related Financial Disclosures
Total expenses paid
Refer to APMs section above
Total net cash received
Refer to APMs section above
Total shareholder return
Refer to APMs section above
UK AIFM Regime
Together, The Alternative Investment Fund Managers Regulations 2013 (as
amended by The Alternative Investment Fund Managers (Amendment etc.) (EU Exit)
Regulations 2019) and the Investment Funds sourcebook forming part of the UK
FCA Handbook, as amended from time to time
UK Code
UK Corporate Governance Code
UK ETS
UK Emissions Trading Scheme
UK FCA
Financial Conduct Authority
UN
United Nations
UN SDGs
United Nations Sustainable Development Goals
Weighted average annualised yield
Refer to APMs section above
Weighted average discount rate
A rate of return used in valuation to convert a series of future anticipated
cash flows to present value under a discounted cash flow approach. It is
calculated with reference to the relative size of each investment
UN SDGs and targets
SDG 3
Good health and well-being
UN SDG target 3.8
Achieve universal health coverage, including financial risk protection, access
to quality essential healthcare services and access to safe, effective,
quality and affordable essential medicines and vaccines for all.
SDG 4
Quality education
UN SDG target 4.1
By 2030, ensure that all girls and boys complete free, equitable and quality
primary and secondary education leading to relevant and effective learning
outcomes.
SDG 5
Gender equality
UN SDG target 5.5
Ensure women's full and effective participation and equal opportunities for
leadership at all levels of decision-making in political, economic and public
life.
SDG 7
Affordable and clean energy
UN SDG target 7.2
By 2030, increase substantially the share of renewable energy in the global
energy mix.
SDG 8
Decent work and economic growth
UN SDG target 8.3
Promote development-oriented policies that support productive activities,
decent job creation, entrepreneurship, creativity and innovation, and
encourage the formalisation and growth of micro, small and medium-sized
enterprises, including through access to financial services.
SDG 9
Industry, innovation and infrastructure
UN SDG target 9.3
Increase the access of small-scale industrial and other enterprises, in
particular in developing countries, to financial services, including
affordable credit, and their integration into value chains and markets.
UN SDG target 9.4
By 2030, upgrade infrastructure and retrofit industries to make them
sustainable, with increased resource‑use efficiency and greater adoption of
clean and environmentally sound technologies and industrial processes, with
all countries taking action in accordance with their respective capabilities.
SDG 11
Sustainable cities and communities
UN SDG target 11.1
By 2030, ensure access for all to adequate, safe and affordable housing and
basic services and upgrade slums.
SDG 15
Life on land
UN SDG target 15.5
Take urgent and significant action to reduce the degradation of natural
habitats, halt the loss of biodiversity and, by 2020, protect and prevent the
extinction of threatened species.
SDG 17
Partnerships for the goals
UN SDG target 17.17
Encourage and promote effective public, public‑private and civil society
partnerships, building on the experience and resourcing strategies of
partnerships.
Shareholder information
Key dates for 2026
February
Annual General Meeting
March
Company's half-year end
Payment of first interim dividend
June
Half-yearly results announced
Payment of second interim dividend
September
Company's year end
Payment of third interim dividend
December
Payment of fourth interim dividend
Annual results announced
Frequency of NAV publication
The Company's NAV is released to the LSE via RNS on a quarterly basis and is
published on the Company's website.
Sources of further information
Copies of the Company's annual and half‑yearly reports, stock exchange
announcements, investor reports and further information on the Company can be
obtained from the Company's website.
Warning to users of this report
This report is intended solely for the information of the person to whom it is
provided by the Company, the Investment Adviser or the Administrator. This
report is not intended as an offer or solicitation for the purchase of shares
in the Company and should not be relied on by any person for the purpose of
accounting, legal or tax advice or for making an investment decision. The
payment of dividends and the repayment of capital are not guaranteed by the
Company. Any forecast, projection or target is indicative only and not
guaranteed in any way, and any opinions expressed in this report are not
statements of fact and are subject to change, and neither the Company nor the
Investment Adviser is under any obligation to update such opinions.
Past performance is not a reliable indicator of future performance, and
investors may not get back the original amount invested. Unless otherwise
stated, the sources for all information contained in this report are the
Investment Adviser and the Administrator. Information contained in this report
is believed to be accurate at the date of publication, but neither the
Company, the Investment Adviser nor the Administrator gives any representation
or warranty as to the report's accuracy or completeness. This report does not
contain and is not to be taken as containing any financial product advice or
financial product recommendation. Neither the Company, the Investment Adviser
nor the Administrator accept any liability whatsoever for any loss (whether
direct or indirect) arising from the use of this report or its contents.
Corporate information
The Company
GCP Infrastructure Investments Limited
IFC 5
St Helier
Jersey JE1 1ST
Contact: jerseyinfracosec@apexgroup.com
Corporate website: www.gcpinfra.co.uk
Directors
Andrew Didham (Chairman)
Heather Bestwick (Senior Independent Director) (appointed on 29 April 2025)
Julia Chapman (resigned on 29 September 2025)
Michael Gray (resigned on 13 February 2025)
Steven Wilderspin
Dawn Crichard
Alex Yew
Ian Brown (appointed on 13 February 2025)
Administrator, Company Secretary and registered office of the Company
Apex Financial Services (Alternative Funds) Limited
IFC 5
St Helier
Jersey JE1 1ST
Tel: +44 (0)1534 722787
Adviser on English law
Stephenson Harwood LLP
1 Finsbury Circus
London EC2M 7SH
Adviser on Jersey Company Law
Carey Olsen Jersey LLP
47 Esplanade
St Helier
Jersey JE1 0BD
Depositary
Apex Financial Services (Corporate) Limited
IFC 5
St Helier
Jersey JE1 1ST
Financial adviser and joint brokers
Stifel Nicolaus Europe Limited
150 Cheapside
London EC2V 6ET
Tel: +44 (0)20 7710 7600
RBC Capital Markets
100 Bishopsgate
London EC2N 4AA
Independent Auditor
KPMG Channel Islands Limited
37 Esplanade
St Helier
Jersey JE4 8WQ
Investment Adviser, AIFM and Security Trustee
Gravis Capital Management Limited
24 Savile Row
London W1S 2ES
Tel: +44 (0)20 3405 8500
Operational bankers
Barclays Bank PLC, Jersey Branch
13 Library Place
St Helier
Jersey JE4 8NE
BNY Mellon
1 Piccadilly Gardens
Manchester M1 1RN
Lloyds Bank International Limited
9 Broad Street
St Helier
Jersey JE4 8NG
Royal Bank of Scotland International Limited
71 Bath Street
St Helier
Jersey JE4 8PJ
Public relations
Burson Buchanan Limited
107 Cheapside
London EC2V 6DN
Registrar
MUFG Corporate Markets (Jersey) Limited
IFC 5
St Helier
Jersey JE1 1ST
Valuation Agent
Forvis Mazars LLP
Tower Bridge House
St Katharine's Way
London E1W 1DD
For further information, please contact:
Gravis Capital Management Limited +44 (0)20 3405 8500
Philip Kent
Robyn MacHugh
Cameron Gardner
RBC Capital Markets +44 (0)20 7653 4000
Matthew Coakes
Elizabeth Evans
Stifel Nicolaus Europe Limited +44 (0)20 7710 7600
Edward Gibson-Watt
Jonathan Wilkes-Green
Burson Buchanan +44 (0)20 7466 5000
Helen Tarbet
Nick Croysdill
Henry Wilson
Notes to the Editor
About GCP Infra:
GCP Infra is a closed-ended investment company and FTSE-250 constituent whose
shares are traded on the main market of the London Stock Exchange. Its
objective is to provide shareholders with regular, sustained, long-term
distributions and to preserve capital over the long term by generating
exposure to UK infrastructure debt and related and/or similar assets.
The Company primarily targets investments in infrastructure projects with long
term, public sector-backed, availability-based revenues. Where possible,
investments are structured to benefit from partial inflation protection. GCP
Infra is advised by Gravis Capital Management Limited.
GCP Infra has been awarded with the London Stock Exchange's Green Economy Mark
in recognition of its contribution to positive environmental outcomes.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
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www.rns.com (http://www.rns.com/)
.
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