REG - Octopus Renewables - Final Results to 31 December 2025
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RNS Number : 7748X Octopus Renewables Infra Trust PLC 24 March 2026
24 March 2026
LEI: 213800B81BFJKWM2JV13
Octopus Renewables Infrastructure Trust plc
("ORIT" or the "Company")
Full Year Results
Disciplined capital allocation and active portfolio management in a
challenging operating environment
Octopus Renewables Infrastructure Trust plc, the diversified renewables
infrastructure company, announces its audited results for the year ended 31
December 2025 ("FY 2025").
As at 31 December 2025 (FY 2025) As at 31 December 2024 (FY 2024)
(audited) (audited)
NAV per Ordinary Share (p) 93.8 102.6
Ordinary Share price (p) 61.1 68.0
Dividends declared per Ordinary Share (p) 6.17 6.02
Dividend cover 1.14x 1.24x
Net asset value ("NAV") (£m) 494.8 570.4
Gross asset value ("GAV") (£m)(1) 896.9 1,028.8
NAV total return in the year -2.8% +2.5%
Total shareholder return -1.5% -18.3%
Generation (including compensation from curtailment) (GWh) 1,304 1,240
Revenue (operational portfolio) (£m) 138.8 131.7
EBITDA (operational portfolio) (£m) 88.3 85.5
FY 2025 Financial Highlights
· Declared dividends of 6.17 pence per share ("pps"), meeting the FY
2025 target (FY 2024: 6.02pps)
o Increased for the fourth consecutive year
o Represents a dividend yield of 10.1% against the 31 December 2025 closing
share price
· Dividends fully covered by cash flows generated from the
operational portfolio
· In-line with progressive policy, increased dividend target of
6.23pps announced for FY 2026
· Approximately 88% of revenues fixed over the two-year period to
December 2027
· Provides strong protection against near-term market volatility and
supporting predictable cash generation
· NAV of £494.8 million (FY 2024: £570.4 million), reduction
reflecting sector-wide valuation pressures, largely driven by lower power
price and green certificate assumptions
· Cost of debt reduced to 3.3% at year-end (FY 2024: 4.0%) following
several proactive measures taken
FY 2025 Operational Highlights
Overall operational performance improved year on year across all three key
metrics
· Generation and revenue each grew by 5%, and EBITDA by 3%
· Reflects greater control over operational performance across the
portfolio during FY 2025
· Value-enhancement programme launched across the portfolio to identify
and deliver long-term value accretive opportunities
Ongoing active portfolio management
· In February 2025, the Company announced it committed an additional
€3.4 million (£2.8 million equivalent) to Nordic Generation ("Norgen"), a
specialist developer focused on the Finnish wind and solar market
· In June 2025, the conditional acquisition of ORIT's sixth Irish
solar site was announced
· In October 2025, the sales of interest in HYRO Energy Limited and
stake in Simply Blue offshore wind platform were announced
· In December 2025, the Company announced the disposal of a 49% stake
of its full ownership in the 67 MW Breach solar farm in Cambridgeshire, and
the disposal of 51% (ORIT's entire holding) in the 46 MW Crossdykes onshore
wind farm in Scotland
Proactive debt management
· Revolving credit facility ("RCF") maturity extended to June 2028
and size reduced from £270.8 million to £150 million
· Signed a new £100 million five-year term-loan facility and repaid
£98.5 million on the RCF
Capital allocation strategy executed and 'ORIT 2030' announced
· 'ORIT 2030' a strategic roadmap for growth was announced in
September 2025 with four objectives:
o Grow: Invest for NAV growth
o Scale: Build a larger, more investable company
o Return: Deliver attractive risk-adjusted total returns
o Impact: Scale with purpose and resilience
· Over FY 2025, ORIT completed asset sales totalling £74.3 million
(including deferred components), against a stated target of £80 million.
These disposals were agreed at or above carrying value.
· ORIT has now recycled a total of approximately £235 million since
its capital recycling programme began in June 2023, the highest proportionate
amount of the peer group compared to the Company's size
· As at 31 December 2025, the Company had deployed approximately £26
million of its £30 million share buyback programme
· The remaining £4 million remains available to be used, subject to
market conditions and capital allocation priorities.
Phil Austin, Chair of Octopus Renewables Infrastructure Trust plc, commented:
"The year under review was characterised by disciplined capital allocation and
active portfolio management in a challenging operating environment. Against a
backdrop of power price volatility, higher-for-longer interest rates and
evolving regulatory considerations, the Board remained focused on positioning
ORIT for long-term resilience and growth, while continuing to deliver
sustainable income to shareholders. Despite these actions the Company
delivered a negative total return over the year, driven by sustained pressure
on valuations.
"Whilst the prevailing discount remained a frustration the Company continues
to focus its efforts on the actions that present the most effective means of
supporting long-term shareholder value.
"FY 2025 marked a period of considered action across strategy, governance and
cost management, all taken with shareholders' interests firmly in mind and
within the context of our ORIT 2030 strategy launched in September to guide
the Company's future direction.
"The ORIT 2030 strategic framework provides a clear structure for capital
allocation and portfolio development over the medium term. The actions taken
during FY 2025, particularly in relation to capital recycling, operational
optimisation and capital structure discipline, are consistent with the early
execution of this strategy."
Annual Report and Accounts
To view the Company's Annual Report and Accounts please visit ORIT's website
here:
https://www.octopusrenewablesinfrastructure.com/
(https://www.octopusrenewablesinfrastructure.com/) . Page number references in
this announcement refer to pages in this report. The Annual Report and
Accounts will also shortly be available on the National Storage Mechanism,
which is situated at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
Results presentation today
There will be a virtual presentation for sell-side analysts today at 11am.
Please contact Burson Buchanan for details on octopus@buchanan.uk.com
(mailto:octopus@buchanan.uk.com) .
The Company's management team will also provide a live presentation via the
Investor Meet Company platform, today at 1.30pm. The presentation is open to
all existing and potential shareholders. Questions can be submitted at any
time during the live presentation and a recording will be made available on
demand after the presentation has concluded. Investors can sign up to
Investor Meet Company for free here:
https://www.investormeetcompany.com/octopus-renewables-infrastructure-trust-plc/register-investor
(https://www.investormeetcompany.com/octopus-renewables-infrastructure-trust-plc/register-investor)
A new investor presentation relating to the annual results, will shortly be
published on ORIT's website as above.
- ENDS -
Octopus Energy Generation (Investment Manager) Via Burson Buchanan or
Chris Gaydon / David Bird orit@octopusenergygeneration.com (mailto:orit@octopusenergygeneration.com)
Charlotte Edgar (Investor Relations)
Peel Hunt (Broker) +44(0) 20 7418 8900
Luke Simpson / Liz Yong / Huw Jeremy (Investment Banking)
Alex Howe / Chris Bunstead / Ed Welsby / Richard Harris (Sales)
Burson Buchanan (Financial Communications) octopus@buchanan.uk.com (mailto:octopus@buchanan.uk.com)
Henry Harrison-Topham / Henry Wilson / Nick Croysdill +44 (0) 20 7466 5000
Apex Listed Companies Services (UK) Limited +44 (0) 20 3327 9720
(Company Secretary)
Notes to editors
(1.) A measure of total asset value including debt held in unconsolidated
subsidiaries, but excluding any outstanding equity or debt commitments.
(2.) The dividend target stated in this announcement is a target only and not
a profit forecast. There can be no assurance that this target will be met, or
that the Company will make any distributions at all and it should not be taken
as an indication of the Company's expected future results. The Company's
actual returns will depend upon a number of factors, including but not limited
to the Company's net income and level of ongoing charges. Accordingly,
potential investors should not place any reliance on this target and should
decide for themselves whether or not the target dividend is reasonable or
achievable. Investors should note that references in this announcement to
'dividends' and 'distributions' are intended to cover both dividend income and
income which is designated as an interest distribution for UK tax purposes and
therefore subject to the interest streaming regime applicable to investment
trusts.
About Octopus Renewables Infrastructure Trust
Octopus Renewables Infrastructure Trust ("ORIT") is a London-listed
closed-ended investment company incorporated in England and Wales focused
on providing investors with an attractive and sustainable level of income
returns, with an element of capital growth, by investing in a diversified
portfolio of renewable energy assets in Europe and Australia. As an impact
fund, ORIT is helping accelerate the transition to net zero by investing in
green energy, whilst also contributing to a broader set of UN Sustainable
Development Goals through its impact initiatives. ORIT's investment manager is
Octopus Energy Generation. Further details can be found at:
www.octopusrenewablesinfrastructure.com
(http://www.octopusrenewablesinfrastructure.com) .
About Octopus Energy Generation
Octopus Energy Generation is driving the renewable energy agenda by building
green power for the future. Its specialist renewable energy fund management
team invests in renewable energy assets and broader projects helping the
energy transition, across operational, construction and development stages.
The team was set up in 2010 based on the belief that investors can play a
vital role in accelerating the shift to a future powered by renewable energy.
It has a 14-year track record with approximately £7.0 billion of assets under
management (AUM) (as at 31 December 2025) across 21 countries and with a total
c.4.9 GW capacity under management. Octopus Energy Generation is the trading
name of Octopus Renewables Limited. Further details can be found at:
www.octopusenergygeneration.com (http://www.octopusenergygeneration.com/)
.
Page number references in this announcement refer to pages in the Company's
simultaneously published Annual Report and Accounts.
Chair's Statement
Introduction and overview
The year under review was characterised by disciplined capital allocation and
active portfolio management in a challenging market environment. Against a
backdrop of power price volatility, higher-for-longer interest rates, evolving
regulatory considerations and ongoing geopolitical uncertainty, the Board
remained focused on positioning ORIT for long‑term resilience and growth,
while continuing to deliver sustainable income to shareholders. Despite these
actions the Company delivered a negative total return over the year, driven by
sustained pressure on valuations - primarily lower power price and green
certificate assumptions, increased discount rates and the impact of the
Renewables Obligation Certificate ("ROC") indexation moving from the Retail
Prices Index ("RPI") to the Consumer Prices Index ("CPI"). In response to the
proposed changes to ROC indexation, the Board made a formal submission to the
consultation, emphasising that stable and predictable policy frameworks are
critical to attracting long-term capital into renewables infrastructure, as
well as maintaining investor confidence in the asset class.
As at 31 December 2025, the Company's Net Asset Value ("NAV") stood at £495
million, or 93.8 pence per Ordinary Share, compared with a market
capitalisation of £322 million - a discount of approximately 35%. While parts
of the global infrastructure market have shown signs of recovery, UK listed
renewables continue to trade at elevated discounts, averaging approximately
39% across the peer group at 31 December 2025(1). ORIT's discount reflects
this broader sector de-rating, driven by higher interest rates, downward
valuation adjustments and the uncertainty posed by the UK policy changes
proposed by the UK Government late last year and confirmed in January. The
Board is frustrated with the prevailing discount and continues to focus on the
actions that present the most effective means of supporting long-term
shareholder value.
Throughout the year, the Board worked closely with the Investment Manager,
providing challenge and oversight while maintaining a clear focus on near-term
priorities and long-term positioning for the Company. FY 2025 marked a period
of considered action across strategy, governance and cost management, all
taken with shareholders' interests firmly in mind and within the context of
the ORIT 2030 strategy which was formally launched in September to guide
ORIT's future direction. Details of these actions follow later in my
statement.
Capital allocation, portfolio optimisation and gearing
During the financial year, there was a distinct focus on decisive capital
allocation, with clear objectives set in March 2025. Over the 12-month period
ORIT completed asset sales totalling £74.3 million (including deferred
components), just shy of its target of £80 million. These disposals were
agreed (including deferred components) at or above the assets' net asset value
and demonstrate the Investment Manager's ability to successfully execute
transactions in challenging market conditions.
Since the Company began recycling capital in 2023, it has sold seven assets
for approximately £235 million at a weighted average uplift of 9%,
representing one of the most significant programmes in the UK listed
renewables sector relative to its NAV. Capital recycling remains a core
component of ORIT's strategy. By selectively realising assets to support goals
to deleverage, as well as investing capital into opportunities with stronger
growth potential, the Company can enhance portfolio resilience, improve
capital efficiency and drive long-term value creation.
During the year, ORIT repurchased c.28 million Ordinary Shares for a total
consideration of £19.2 million, increasing NAV per Ordinary Share by 1.4
pence. As at 31 December 2025, the Company had deployed approximately £26
million of its £30 million share buyback programme. The Board continues to
assess buybacks alongside other strategic priorities, ensuring that capital is
allocated in a way that supports long-term shareholder value while maintaining
appropriate liquidity and a prudent capital structure.
Alongside asset sales, ORIT proactively addressed debt management during the
period, with several measures significantly reducing the cost of debt to 3.3%
at year-end (2024: 4.0%). While absolute debt reduced over the period, the
downward pressure on valuations meant that the leverage ratio remained broadly
flat year on year at 45% of GAV.
The Board and Investment Manager remain committed to gearing target of 40%
over the medium term. However, shareholders should expect gearing to fluctuate
around this level as we balance disciplined debt reduction with selective
reinvestment alongside other actions that help us deliver our ORIT 2030
strategy, as detailed later in my statement.
(1 ) Peel Hunt Investment Companies Data Sheet, 2 January
2026
Financial performance and dividends
Revenue quality remains a key strength of ORIT's portfolio. Approximately 88%
of revenues over the two-year period to December 2027 are fixed through power
purchase agreements and government support schemes, providing strong
protection against near-term market volatility and supporting predictable cash
generation. This high proportion of contracted income continues to be market
leading(1) amongst peers across the listed renewables investment company
sector.
While the year-end negative NAV return was impacted by multiple valuation
headwinds, the underlying portfolio continues to deliver robust cash
generation. The Board remains committed to its progressive dividend policy,
with a core focus on ensuring that dividends are fully covered by operational
cash flow on an annual basis.
The Company declared total dividends of 6.17 pence per share, meeting its FY
2025 target in full and representing an increase on the prior year. Dividends
were fully covered by cash flows generated from the operational portfolio,
with dividend cover of approximately 1.14x. An increased dividend target of
6.23 pence per share has been announced for the current financial year ("FY
2026"), reflecting confidence in the underlying cash-generating capability of
the portfolio.
Operational performance and asset management
Total generation was 1,304 GWh, materially improved on the prior year, but
slightly below budget as favourable solar conditions were offset by
below-average wind speeds. Actions taken during the year included enhancements
to asset availability, targeted remediation and maintenance programmes, blade
optimisation initiatives and the progression of battery co-location
opportunities at selected sites. These measures are expected to support more
stable output and enhance returns over time. Active asset management also
played a key role in mitigating controllable losses and managing operational
risk as well as supporting improvements in underlying portfolio yield,
reflecting the Investment Manager's continued focus on targeted
value-enhancing measures.
Through close oversight of contractors and targeted interventions at asset
level, ORIT continued to maximise net energy production and improve
performance consistency. Lifecycle management initiatives, including upgrades,
repowering and hybridisation, are helping to extend asset life and
future-proof performance across the portfolio.
Market context and portfolio resilience
Energy markets during the year continued to be shaped by power price
volatility and revisions to external reference curves, particularly downward
adjustments to medium- and long-term power price forecasts. These factors
created valuation headwinds for renewable infrastructure assets across the
sector. Regulatory outcomes also presented challenges, as illustrated by the
UK Government's decision to change the indexation applied to ROC revenues,
which has placed further pressure on sector valuations.
Despite periodic shifts in global political rhetoric, European energy policy
continues to demonstrate strong alignment between energy security, climate
objectives and economic resilience. Renewable capacity is being built out
across the continent as governments prioritise domestic energy supply and
long-term infrastructure investment. ORIT operates within this supportive
policy framework, which remains anchored in structural energy security and
decarbonisation goals.
The accelerating build-out of data centres and increased electrification
across economies - including AI-driven demand from hyperscale operators - is
contributing to a structural increase in power demand, reinforcing the
strategic importance of reliable renewable generation across Europe.
Against this backdrop, ORIT's portfolio has demonstrated relative resilience.
The high proportion of contracted and inflation-linked revenues has helped
insulate cash flows from short-term market volatility, while diversification
across geographies, technologies and asset stages has reduced concentration
risk and smoothed performance through varying market and weather conditions.
The Board has maintained rigorous oversight of valuation processes and
assumptions, all of which are subject to independent review and challenge.
While short-term NAV movements reflect prevailing market conditions, the Board
remains confident in the robustness of the valuation methodology and the
long-term fundamentals of the portfolio, particularly in light of successful
asset sales at or above net asset value, and benchmarking of comparable
assets.
(1 ) Peer-group analysis, Jefferies report.
Governance, oversight and board composition
Strong and proportionate governance remains central to ORIT's ability to
execute its strategy effectively. During the year, the Board devoted
significant time to overseeing capital allocation decisions, valuation
processes and risk management, while maintaining constructive challenge of the
Investment Manager. A key development was the revision of the Company's
investment management fee arrangements, switching from NAV-based fees to a
blend of market capitalisation and NAV, improving alignment with shareholders
and delivering a reduction in ongoing costs. From the inception of this change
on 1 November 2025, this has saved ORIT shareholders £150k, which equates to
an approximate annualised cost saving of c.£1 million.
Non-Executive Director James Cameron will stand down from the Board at the
forthcoming AGM in June 2026. The Board would like to thank James for his
contribution and service. The Board does not intend to appoint a replacement
at this time, reflecting a desire to maintain an appropriately sized Board and
demonstrate cost discipline, while continuing to keep succession planning and
skills coverage under regular review.
ESG and stewardship
Environmental, social and governance ("ESG") considerations remain integral to
ORIT's approach to long-term value creation and risk management. ORIT is
classified as an Article 9 fund, reflecting its core objective of contributing
to environmental and social outcomes alongside delivering sustainable returns.
ESG factors are embedded across asset management and capital allocation
decisions, supporting portfolio resilience and alignment with the Company's
long-term objectives.
Alongside financial performance, ORIT continues to deliver tangible benefits
in the communities where it operates. During the year, community benefit
funds, local engagement initiatives and partnerships focused on education and
skills supported positive social outcomes and helped strengthen long-term
relationships around portfolio assets.
Strong governance and active stewardship underpin this approach. The Board
maintains oversight of ESG risks and opportunities to ensure consistent
standards are applied across the portfolio and that sustainability
considerations are integrated into decision-making. Further detail on ESG
performance, community initiatives and impact outcomes is set out elsewhere in
this report.
ORIT 2030 strategy and outlook
ORIT's 2030 strategic framework, announced in September 2025, provides a clear
structure for capital allocation and portfolio development over the medium
term. The actions taken during FY 2025 - particularly in relation to capital
recycling, operational optimisation and debt management - are consistent with
the early execution of this strategy.
Since the year end, geopolitical tensions in several regions have intensified,
contributing to heightened volatility in global energy markets and further
reinforcing the importance of secure and resilient domestic power generation
across Europe. Over the medium term, ORIT's diversified portfolio, contracted
revenue profile and active asset management all provide important mitigants
against prolonged market volatility. The Company remains focused on navigating
this environment through selective capital recycling, disciplined reinvestment
and the continued development of flexibility initiatives such as battery
co-location, positioning the portfolio to adapt as market conditions evolve.
Looking ahead, while near-term market conditions are likely to remain
uncertain, the long-term structural drivers for renewable infrastructure
remain compelling. Policy initiatives such as Clean Power 2030, alongside the
continued focus on energy security, decarbonisation and long-term demand for
clean power, are supporting the need for new renewable capacity and creating
opportunities for competitively priced projects. ORIT is well positioned to
navigate this environment through its pan-European diversification,
operational focus and clear strategic framework. Progress within the
development pipeline during the year, including the award of a Contract for
Difference in AR7 at one of our developers, reinforces the depth of
opportunity available to the Company as market conditions evolve.
On behalf of the Board, I would like to thank shareholders for their ongoing
support and the Investment Manager for their continued commitment. The Board
remains focused on delivering long-term value through the execution of ORIT
2030 and driving actions to support NAV growth over time.
Philip Austin MBE
Chair, Octopus Renewables Infrastructure Trust plc
Investment Manager's Report
Fund manager Q&A
1 How do you assess ORIT's overall performance in 2025, given the challenging
backdrop for listed renewables?
2025 saw sustained pressure on valuations driven by higher discount rates and
downward revisions to power price assumptions, alongside a more cautious
investor backdrop. These valuation headwinds contributed to ORIT's first year
of negative NAV total return, reflecting market conditions.
For ORIT, this environment reinforced the importance of decisive action at the
company level, including asset sales and capital recycling, alongside a
continued emphasis on active portfolio management. Our core focus for the year
has been on protecting income, maintaining balance sheet resilience and
positioning the portfolio to support NAV growth over the long term.
While operational performance from the portfolio was below budget by 7%, there
was a marked improvement over the prior year (below by 13%) (as highlighted on
pages 24 to 29). On a weather-normalised basis, we were encouraged by the
year-on-year improvement in the portfolio generation against budget; testament
to the technical asset management that has been delivered and improvements
made to availability. Overall output increased in the period, and the cash
flows produced-supported by a high proportion of contracted revenues-allowed
us to deliver fully covered dividends.
We are also pleased with how we tracked against the capital allocation
objectives we set out earlier in the year. Against a challenging backdrop, we
completed ~£74 million in asset sales - all at NAV or slightly above (at a
time when many market participants have found disposals difficult) - and
renegotiated portions of our capital structure to bring down the cost of debt.
2 What does active management mean for ORIT?
Active management for ORIT is about making deliberate, forward-looking choices
rather than simply responding to events. On the asset side in 2025, this meant
prioritising interventions with the greatest long-term impact, strengthening
performance visibility and accelerating resolution of underperformance. On the
financial side, it meant actively managing leverage, debt costs and liquidity
to preserve flexibility in an uncertain environment. These decisions are often
incremental rather than transformational in any single year, but collectively
they shape the portfolio's resilience, risk profile and ability to compound
value over time. Our aim is not simply to manage assets, but to actively
steward capital through the cycle.
3 How are you thinking about capital allocation and the role of construction
in driving future NAV growth?
With capital scarce across the sector, efficient deployment has become
paramount. Our approach is to be highly selective - protecting our capital
structure first, funding high-conviction opportunities next, and returning
capital where appropriate. Capital recycling has played an important role in
this, allowing us to crystallise value, and as we move through our ORIT 2030
strategy, redeploy proceeds into areas with stronger growth potential. This
might include increasing exposure to co‑located battery storage and
repowering opportunities within the existing portfolio, where we can enhance
asset flexibility, extend asset life and capture additional value from system
volatility.
Looking forward, we are increasingly excited about investing more in
construction - returning to what has historically been a core part of our
strategy - through which we believe a meaningful portion of future NAV growth
will be generated. Construction assets offer the opportunity to capture value
through taking on construction risk and then managing the asset to operational
stage through disciplined delivery and risk management. ORIT benefits from
OEGen having deep expertise and experience in construction, and is well-placed
to deliver on this higher-growth strategy which forms a core component of the
ORIT 2030 strategic priorities.
4 How does ORIT's platform support confidence in the long-term strategy,
despite current sector challenges?
The listed renewables sector is in a challenging period, but we remain
confident in the long-term fundamentals of renewable infrastructure. Demand
for cleaner, lower-cost power, system flexibility and energy security
continues to grow, irrespective of short-term market cycles. Through ORIT, we
can add capacity and help meet these needs, delivering benefits for consumers
while supporting the transition to net zero.
While the asset class is long-term in nature, delivering sustainable growth
requires near-term agility and proactive portfolio management. We have
demonstrated this through our actions during the year and remain confident
that this approach will strengthen ORIT's foundations for long-term value
creation.
Furthermore, OEGen's deep sector specialism gives ORIT access to more than 150
energy professionals across development, construction, asset management and
optimisation. This scale and depth of expertise is increasingly important as
the system evolves to require greater flexibility through storage, smart
optimisation and co-located solutions, and positions ORIT to capture potential
value-creation opportunities in areas such as battery storage. In addition,
our proximity to the wider Octopus Energy group provides valuable insight into
how renewable assets interact with end consumers and power markets in
practice.
The ORIT 2030 strategy launched in September 2025 provides a clear framework
for navigating the current environment that the sector is in. ORIT will place
a strong focus on growth through strategic capital allocation, active
management and value creation. While progress will not be linear, we believe
this approach positions the Company to grow NAV sustainably as market
conditions normalise, whilst continuing to offer a progressive dividend.
Operating Assets: Supporting Income
Top ten operating assets by capacity (pro-rata)
Site name Technology Country Description Pro rata capacity Start of operations Remaining asset life (years) Stake %(1)
(MW)(1)
Fidorfe(2) Solar Ireland Fidorfe is a 68 MW solar farm that forms part of the operational Ballymacarney 68 18/12/2023 38 100%
complex - the largest solar complex in Ireland. Fidorfe benefits from a
15-year fixed price offtake with Microsoft.
Ballymacarney(2) Solar Ireland Ballymacarney is a 54 MW solar farm that forms part of the operational 54 18/12/2023 38 100%
Ballymacarney complex that also benefits from a 15-year fixed price offtake
with Microsoft.
Cumberhead Onshore Wind UK Cumberhead is a 50 MW onshore wind farm in South Lanarkshire, Scotland. The 50 31/03/2023 27 100%
site has a PPA with Kimberly-Clark.
Muckerstown(2) Solar Ireland Muckerstown is a 48 MW solar farm that forms part of the operational 48 18/12/2023 38 100%
Ballymacarney complex that also benefits from a 15-year fixed price offtake
with Microsoft.
Harlockstown(2) Solar Ireland Harlockstown is a 42 MW solar farm that forms part of the operational 42 23/09/2024 39 100%
Ballymacarney complex.
Lincs Offshore Wind UK Lincs Wind Farm is a 270 MW offshore wind farm located 8 kilometres (5 miles) 42 31/10/2013 23 15.50%
off the coast of Skegness, England. ORIT and the Octopus Energy
Generation-managed Octopus Renewables Infrastructure SCSp fund together own
31% of the windfarm through an SPV, which has a PPA with Centrica.
Suolakangas Onshore Wind Finland Suolakangas is a 38 MW onshore wind farm in North Finland. The site has a 100% 38 29/12/2021 26 100%
hedged PPA contract for 2026 with Eesti Energia and is investigating ancillary
service potential for 2027.
Leeskow Onshore Wind Germany Leeskow is a 35 MW onshore wind farm in Germany. The site holds a 20-year, 35 30/09/2022 27 100%
fixed-rate EEG contract backed by the German state for full production.
Saunamaa Onshore Wind Finland Saunamaa is a 34 MW onshore wind farm in North Finland. The site has a 100% 34 28/08/2021 26 100%
hedged PPA contract for 2026 with Eesti Energia and is investigating ancillary
service potential for 2027.
Breach(3) Solar UK Breach solar is a ground-mounted, utility-scale solar farm with a capacity of 34 25/06/2024 38 51%
67.4 megawatts peak, located in Burwell, Cambridgeshire. The site has a PPA
with Iceland Foods.
Note: Shaded rows indicate exited in the year.
(1) As at 31 December 2025.
(2) Note that these five sites are sometimes (in this report and
elsewhere) collectively referred to as 'the Ballymacarney solar complex'.
(3) ORIT owned 100% of this asset until 30 December 2025, when it
exited 49%. At year-end ORIT held (and continues to hold) 51%.
Remaining operating assets
Site name Technology Country Pro rata Start of Remaining Stake %(1)
capacity (MW)(1)
operations
asset life (years)
Ermine Street Solar UK 32 29/07/2014 19 100%
Kilsallaghan(2) Solar Ireland 29 18/12/2023 38 100%
Abbots Ripton Solar UK 25 28/03/2014 28 100%
Cerisou Onshore Wind France 24 15/11/2022 27 100%
Wilburton 2 (Mingay) Solar UK 19 29/03/2014 18 100%
Westerfield Solar UK 13 25/03/2015 19 100%
Chisbon Solar UK 12 03/05/2015 25 100%
Ollieres 1 Solar France 12 19/03/2015 29 100%
Arsac 2 Solar France 12 05/03/2015 17 100%
Arsac 5 Solar France 12 30/01/2015 16 100%
Wiggin Hill Solar UK 11 10/03/2015 14 100%
Ollieres 2 Solar France 11 19/03/2015 28 100%
Chalmoux Solar France 10 01/08/2013 28 100%
Fontienne Solar France 10 02/07/2015 29 100%
Istres Solar France 8 18/06/2013 27 100%
Saint Antonin du Var Solar France 8 28/11/2013 28 100%
Cuges Solar France 7 17/04/2013 27 100%
Ottringham Solar UK 6 07/08/2013 29 100%
Charleval Solar France 6 26/03/2013 27 100%
La Verdière Solar France 6 27/06/2013 27 100%
lovi 1 Solar France 6 17/07/2014 29 100%
lovi 3 Solar France 6 17/07/2014 29 100%
Brignoles Solar France 5 26/06/2013 27 100%
Penhale Solar UK 4 08/03/2013 27 100%
Crossdykes(3) Onshore Wind UK NA 30/06/2021 NA NA
Note: Shaded rows indicate exited in the year.
(1) As at 31 December 2025.
(2) Note that these five sites (see prior page) are sometimes (in
this report and elsewhere) collectively referred to as 'the Ballymacarney
solar complex'
(3) ORIT owned 51% of this asset until 30 December 2025, when it
exited its entire holding.
Weighted average remaining asset life by capacity
Technology Years
Onshore wind 26.5
Offshore wind 22.7
Solar 31.4
Total 29.7
Developer Portfolio: Supporting Capital Growth
Our developer portfolio is a core driver of ORIT's long-term growth strategy,
providing the future pipeline of construction-ready projects that will
underpin value creation across the decade.
Simply Blue Group • 4% stake 2025 marked a pivotal year for Simply Blue as ORIT completed a partial sale of
the floating offshore wind platform, reducing capital intensity while
• Floating offshore wind retaining a small position in the remaining projects. The transaction
delivered c. £5 million proceeds to ORIT (£3 million upfront and £2 million
• UK, Europe through deferred proceeds), while governance and capital structure were
significantly simplified. The 100 MW Salamander project achieved planning
approval and secured a new lead partner to take it forward. In addition, the
100 MW Erebus project secured a Contract for Difference (CfD) in the UK's AR7
auction in January 2026, marking a significant de-risking milestone for the
platform. With ORIT now holding a small continuing interest, Simply Blue will
no longer be included in the Company's published pipeline metrics.
Nova sustainable fuels • 22.5% stake Following the carve-out of the e-Fuels business (Nova) from Simply Blue, Nova
made strong progress on its Nova Scotia sustainable aviation fuel project
• Sustainable e-Fuels during 2025. The project design was advanced and long-term supply of
sustainable biomass was secured with a major forestry partner. The team is
• Canada also preparing the next phase of funding, planned for 2026, to continue
development. Nova remains well positioned as demand for low-carbon aviation
fuels grows in North America.
Wind2 • 25% stake Wind2 continued development activity across its 1 GW+ pipeline during the
year. A number of planning submissions are now complete, and several sites are
• Onshore wind expected to reach determination during 2026. The first of these has been
negative, with Kirkton being denied consent by the Scottish Minister. A number
• UK of projects in Wales and Scotland either received 'gate 2' offers as part of
the grid reform process, or are expected to qualify for protected grid offers
should they receive consent. This provides a pathway for ready-to-build status
from 2029 onwards.
BLC Energy • 100% stake BLC has maintained strong momentum, with five projects totalling 394 MW now
submitted for planning approval and currently awaiting decisions. While the UK
• Solar and BESS grid reform process has extended timelines across the sector, BLC's focus on
larger, higher-quality sites and their positioning within the reformed grid
• UK queue is expected to support improved delivery certainty. The most advanced
BLC projects could reach ready-to-build status later this year, subject to the
timing of final planning and grid outcomes. Post-period, an additional £1.2
million of funding was committed, taking the total commitment to £4.7
million.
Nordic Generation • 30% stake Nordic Generation continued to progress its strongest projects, with the first
targeting ready-to-build in 2026. The updated plan forecasts around 1 GW
• Solar and Onshore wind reaching ready-to-build by the end of 2030 after two sites were removed due to
defence restrictions. The team is now focusing on advancing the most mature
• Finland projects and supplementing the pipeline through selective acquisitions. Also
during the year, Nordic Generation supplemented its pipeline through the
transfer of project rights of three advanced onshore wind projects totalling
up to 800 MW of additional capacity, supporting a more de‑risked route to
delivery alongside its existing development activity.
HYRO • 25% Stake ORIT exited HYRO in 2025 following the sale of the Northfleet hydrogen
project, receiving proceeds in line with valuation. HYRO will not feature in
• Green Hydrogen future developer reporting.
• UK
Metrics
5 c. 3.3 GW 2026
Developer investments Combined pipeline of renewable projects First project expected to reach Ready‑to-Build ("RTB")
Figure 1: Breakdown of pipeline capacity by stage (GW)
Early Development 0.7
Mid Development 1.8
Advanced 0.8
Development
Figure 2: Expected capacity reaching Ready-to-Build (GW)
2026-2027 0.8
2028-2029 1.0
2030+ 1.5
Portfolio Breakdown
£908m
Total value of all investments
Portfolio composition on a total value of all investments and by MW basis in
line with the Company's investment policy as at 31 December 2025. The
investments are valued on an unlevered basis and including amounts committed
but not yet incurred.
Portfolio breakdown by total value of all investments (£m)
Year-on-year changes in country exposure primarily reflect the partial
disposal of the UK Breach solar asset and the sale of ORIT's 51% interest in
the Crossdykes wind farm, reducing the UK weighting and increasing the
relative share of continental European assets.
Technology mix movements primarily reflect the exit from the Woburn Road
battery storage asset and modest rebalancing following the Breach and
Crossdykes disposals.
Asset phase movements reflect the exit from the Woburn Road battery project,
leaving no assets under construction at year end. Construction exposure is
expected to increase over time as the ORIT 2030 strategy prioritising
higher-growth construction investments is progressed.
Note: Outer ring as at 31 December 2025, inner ring as at 31 December 2024
740 MW
Capacity owned
Portfolio composition broken down by MW of capacity pro rata for ORIT's
ownership on a current invested basis as at 31 December 2025
Portfolio breakdown by capacity (MW)
Year-on-year changes in country exposure primarily reflect the partial
disposal of the UK Breach solar asset and the sale of ORIT's 51% interest in
the Crossdykes wind farm, reducing the UK weighting and increasing the
relative share of continental European assets.
Technology mix movements primarily reflect the exit from the Woburn Road
battery storage asset and modest rebalancing following the Breach and
Crossdykes disposals.
Asset phase movements reflect the exit from the Woburn Road battery project,
leaving no assets under construction at year end. Construction exposure is
expected to increase over time as the ORIT 2030 strategy prioritising
higher-growth construction investments is progressed.
Note: Outer ring as at 31 December 2025, inner ring as at 31 December 2024
£908m
Total value of all investments
Portfolio composition broken down by offtaker and O&M providers as a
percentage of total value of all investments as at 31 December 2025.
()
Having multiple offtakers offers advantages such as risk diversification and
offers local expertise in ORIT's key geographical markets.
A diversified group of O&M providers allows ORIT to leverage competitive
pricing and specialised expertise.
Totals may not add up due to rounding
Capital Allocation in 2025
ORIT's capital recycling programme, launched in 2023 as part of a broader
capital allocation strategy, has remained a central focus over the financial
year and in March 2025 ORIT set out three capital allocation objectives.
Progress against each objective is outlined below.
Objective 2025 Update Commentary
£20m buyback extension £19.2m spent Over the year the Company bought back 28,081,835 shares adding 1.4 pence to
NAV per share. This brings the total to £26.0 million since the programme
Announced in March 2025, taking the programme to £30 million began.
Realise at least £80m from asset sales £74m realised During 2025, the Investment Manager completed asset disposals generating
proceeds of approximately £74 million (of which £4.3 million represent
By the end of FY 2025 to fund capital allocation initiatives together with deferred components), in line with its capital recycling programme. These
making selected accretive investments transactions support the underlying asset valuations and provide capacity to
reduce debt and reinvest into higher-growth opportunities aligned with the
'ORIT 2030' strategy. ORIT continues to progress discussions with prospective
buyers for additional assets and maintains its partnership with Tokyo Century
through the Breach project.
<40% leverage target 45% The gearing ratio ended the year broadly flat year on year. However, over the
period total debt reduced by £56.3 million to £402.1 million from
Bring total gearing down to below 40% GAV by year end £458.4 million. During the year, £100 million of borrowings were refinanced
into a lower-cost facility, reducing the Company's blended cost of debt from
4.0% to 3.3%. Disposal proceeds and portfolio cash generation were used to
fund repayments across the Group's revolving credit and project-level debt
facilities. Despite the reduction in absolute debt, gearing was broadly
unchanged as NAV and GAV also declined over the year. We continue to view
c.40% gearing as an appropriate anchor for the Company, with further
reductions expected as disposal proceeds are received and applied.
Company Developments During 2025
Portfolio activity - Investments Portfolio activity - Exits
June Conditional acquisition of sixth Irish solar site December Sale of stake in Breach solar and of entire holding in Crossdykes onshore wind
Agreed to conditionally acquire a 32.6 MW Irish solar site for €27 million Completed the sale of 49% of the 100% interest in Breach solar farm, and of
through a forward purchase agreement. This project, Irishtown, is the sixth the entirety of the 51% holding in Crossdykes onshore wind, with pricing at a
at the Ballymacarney complex, and will increase total capacity by 14% to 274 modest uplift to holding value.
MW. Construction is ongoing and progressing in line with the project plan.
ORIT is expected to complete the purchase after operational testing in the
second half of 2026. No capital is required until then.
April Simply Blue Group carve out October Sale of Interest in HYRO
Simply Blue Group's Canadian sustainable fuel project was carved out to form Completed the sale of its entire interest in HYRO Energy Limited, a UK-based
Nova Sustainable Fuels ("Nova"), with new investment provided by two other green hydrogen and e-fuels development platform, for a total expected
funds managed by Octopus Energy Generation; ORIT retains a 22.5% stake in the consideration of £4.6 million, in line with the latest holding value. £2.6
Nova business. million was received immediately, with the remainder contingent on the
delivery of key construction milestones for HYRO's first project, which has
recently received planning consent.
March Follow-on investment into BLC Energy Limited October Sale of stake in Simply Blue's offshore wind platform
Made a follow-on investment of £1.5 million into BLC Energy Limited ("BLCe"), ORIT's investee company, Simply Blue, agreed to sell 80% of its offshore wind
a renewable energy development company, specialising in developing solar PV development arm to Kansai Electric, in line with ORIT's valuation. The deal
and co-located battery storage projects across the UK. This follows the follows the carve-out of Nova and enabled partial repayment of ORIT's
initial investment on 31 July 2023, where ORIT secured preferential rights for shareholder loan, and leaves ORIT with a minority interest in the platform.
development funding to the new pipeline. The new funding will support BLCe's
most advanced projects, leveraging the UK's reformed grid queue process.
February Norgen commitment March
Committed an additional €3.4 million (£2.8 million equivalent) to Nordic Debt management
Generation ("Norgen"), a specialist developer focused on the Finnish wind and
solar market and converted its existing holding into a direct 30% stake in the The Company signed a £100 million, five-year term loan facility on attractive
integrated Norgen development business. terms, with net proceeds used to pay down the RCF. At the same time the RCF
was reduced in size from £270.8 million to £150 million and the maturity
extended to June 2028.
Portfolio Performance
Figure 3: Performance of Company's underlying operational investments
Output(1) Revenue Opex EBITDA
Operational portfolio 1,304 GWh £138.8m £50.4m £88.3m
+5% vs 2024 +5% vs 2024 +9% vs 2024 +3% vs 2024
-7% vs budget -4% vs budget -1% adverse to budget -6% vs budget
(2024: 1,240 GWh) (2024: £131.7m) (2024: £46.2m) (2024: £85.5m)
Solar 537 GWh £60.2m £15.6m £44.7m
+18% vs 2024 +15% vs 2024 +17% vs 2024 +15% vs 2024
-2% vs budget -0.1% vs budget -1% adverse to budget +0.3% vs budget
(2024: 457 GWh) (2024: £52.2m) (2024: £13.3m) (2024: £38.9m)
Onshore wind 615 GWh £36.8m £11.0m £25.7m
+2% vs 2024 -9% vs 2024 +13% vs 2024 -16% vs 2024
-11% vs budget -9% vs budget -0.2% % adverse to budget -13% vs budget
(2024: 631 GWh) (2024: £40.3m) (2024: £9.7m) (2024: £30.6m)
Offshore wind 151 GWh £41.7m £23.8m £17.9m
-1% vs 2024 +6% vs 2024 +3% vs 2024 +12% vs 2024
-2% vs budget -5% vs budget -2% adverse to budget -10% vs budget
(2024: 153 GWh) (2024: £39.2m) (2024: £23.2m) (2024: £16.0m)
Note: Totals may not add up due to rounding.
(1) Generation quoted is post-compensation (actual output +
compensation for equivalent lost production ORIT is entitled to under
curtailment and/or contractual mechanisms).
Commentary
Operations
In 2025, ORIT's compensated generation increased by 5.1% year-on-year (from
1,240 GWh to 1,304 GWh), but was 6.5% below budget, equivalent to a shortfall
of 90.2 GWh.
On a weather-normalised basis (i.e adjusted for variations from expected wind
and solar resource), portfolio performance in 2025 was 4.9% below budget.
After further adjusting for Irish grid curtailment, generation was 2.6% below
budget. This represents a material improvement compared with the prior year,
when weather-normalised performance was 9.3% below budget, reflecting greater
control over operational performance across the portfolio during FY 2025
compared to the prior year.
Revenues of £138.8 million were achieved in the year under review (2024:
£131.7 million), representing an increase year-on-year driven by higher
output, albeit 4% below budget. Overall Opex amounted to £50.4 million in the
year (2024: £46.2 million), less than 1% adverse to budget. The resulting
total EBITDA, across ORIT's operational portfolio, was £88.3 million,
slightly up on the previous year (2024: £85.5 million), but 6% below budget.
During FY 2025, ORIT benefitted from a full year of operations from the five
Irish solar assets that were acquired in 2024, helping to increase solar
output by 17.7% (from 456.6 GWh to 537.4 GWh) year on year.
Onshore wind generation dropped by 2.4% (or 17 GWh) over the same period;
however, it is important to note that the 2024 generation included 67 GWh
contributed by the Swedish wind asset, which was sold in Q3 2024.
Most of the variance versus budget in 2025 was driven by factors outside
ORIT's operational control, primarily grid curtailment in Ireland. This
resulted in 52.5 GWh of lost generation, of which 17.3 GWh was compensated
during the year. As noted in the 2025 Interim Report, there remains potential
for the full curtailment losses to be compensated, subject to the outcome of
the ongoing proceedings before the Court of Justice of the EU later this year,
representing upside which is not included in the portfolio valuations. Adverse
weather conditions were the second most significant factor, contributing to
23.6 GWh of lost generation. While solar irradiance was favourable, delivering
an additional 36.9 GWh, this was more than offset by below-average wind
speeds, which reduced output by 60.5 GWh.
Strong contractual protections across the portfolio mitigated much of the
remaining losses. This was most evident in the onshore wind portfolio where,
after adjusting for low wind conditions, total gross losses amounted to 104.3
GWh. Of this, 93.6 GWh was compensated under contractual arrangements, leaving
only limited residual economic exposure. Across the whole portfolio, this
includes discrete operational issues, several of which have now been resolved,
including losses from lichen covering panels at the Arsac 2 and Arsac 5 solar
sites in France and static bat curtailment at the Cerisou onshore wind asset,
which has since been replaced with a dynamic system. Other items, including
the repowering of the Cuges solar site after the shutdown, are scheduled to be
addressed in 2026.
Improvements and optimisation initiatives
During the period, ORIT launched its dedicated Value Enhancement Programme
("VEP"), establishing a formal, portfolio-wide framework to identify and
deliver long-term value accretive interventions. The programme targets
hybridisation, co-location, repowering, life-extension and strategic upgrade
opportunities, enabling systematic prioritisation of initiatives that enhance
resilience and risk-adjusted returns. Early workstreams are already under way,
including repowering assessments at the UK ROC solar assets, and hybridisation
analysis at the Leeskow wind farm in Germany.
Operational excellence remains a central focus. A transformer-health triage
process is being deployed across the UK solar fleet to support condition-based
asset management, inform spares strategies and guide repowering decisions. On
the wind portfolio, we partnered with a data expert to employ automated
performance and component health monitoring. This is complemented by a new
energy-yield benchmarking tool, enabling more granular diagnostics and
continuous benchmarking of performance. Our compliance capability was further
strengthened through the introduction of an automated Curtailment Compliance
Tool to monitor alignment between National Grid instructions, site response
and forecasting. Additionally, a Blade Management System, which integrates
turbine-level analytics, structured annual inspections and centralised repair
planning has been rolled out in 2025. A portfolio-wide blade-repair tender is
currently in progress to secure consistent pricing and improved commercial
terms.
Targeted interventions delivered measurable value, most notably at the Mingay
solar farm in the UK, where the team worked with our partners to successfully
convert an 83-day static DNO outage into a 35-day dynamic curtailment regime,
materially reducing (1) the length of the downtime, and (2) the impact of the
downtime by allowing partial export. ORIT continued to benefit from OEGen's
cross-fund scale and procurement leverage. A cross-fund initiative secured a
recovery of nearly €2 million for defective modules for ORIT, following
earlier unsuccessful stand-alone warranty claims. Similarly, OEGen's
coordinated engagement with two external asset managers - who oversee several
ORIT sites as well as assets across the wider OEGen portfolio - is improving
accountability, reporting quality and responsiveness. This collective approach
strengthens commercial negotiation power, enhances issue-management processes
and enables consistent delivery standards across ORIT's assets.
Alongside these initiatives, the HSE programme continued to reinforce strong
operational standards across the portfolio. Contractor and site audits were
completed at Breach, with Cumberhead scheduled next, supporting contractor
accountability, environmental compliance and the continued embedding of a
robust safety culture.
Note: Totals may not add up due to rounding.
Figure 4: 2025 solar output variance to budget (GWh)
Figure 5: 2025 onshore wind output variance to budget (GWh)
Figure 6: 2025 offshore wind output variance to budget (GWh)
Case study
Protecting revenue through active curtailment management
In Q4 2025, the 19 MWp Mingay Farm was impacted by a grid outage to facilitate
substation upgrade works by the distribution network operator, UK Power
Networks ("UKPN"). The outage was originally expected to last over three
months, posing a risk to revenue and breaching the project's loan covenant,
which restricts the duration of grid export interruptions. Through early and
sustained engagement with UKPN, the outage period was successfully reduced to
45 days, running from 6 October 2025 to 19 November 2025. To minimise the
impact, the asset management team implemented a dynamic curtailment strategy,
enabling the site to export energy based on daily export limits issued by
UKPN. Working closely with the O&M contractor, export caps were remotely
adjusted each day to align with available grid headroom. As a result, the site
exported c. 432 MWh, generating c. £85k in revenue, income that would
otherwise have been lost under a zero-export scenario. This approach ensured
compliance with lender requirements and protected revenues, without any
additional capital expenditure.
Generation-weighted price
The combination of forward market prices and independent long-term power price
forecasts, together with the power purchase agreements ("PPAs") which the
Investment Manager has originated, make up the portfolio's forecast power only
generation-weighted price ("Power only GWP"). The total generation-weighted
price, is derived by including subsidies and additional benefits, such as
green certificates ("Total GWP"). The Power only GWP and Total GWP for the
period to 2050 are shown in Figure 7. The curves are blended across the
markets in which the portfolio's generation assets are located, weighted by
the portfolio generation mix and converted into £/MWh. On average, the graph
shows power only GWP of £55.99/MWh (real 20) in the period 2026-2030 and
£47.67/MWh in the period 2031-2050. Movements in the portfolio's Power only
GWP and Total GWP have been limited both due to the revenue hedges which the
Investment Manager has proactively executed across the portfolio as well as
the diversification exhibited across the portfolio.
Figure 7: Generation-weighted price forecast
A summary of the capture price discounts utilised in the assets' valuations is
presented below in Figure 8. The percentages are the average differences
between the generation-weighted and time-weighted power prices. These
assumptions are provided by third party advisors and use site-specific
assumptions for onshore and offshore wind.
Figure 8: Baseload price and capture discount forecasts
Value Market Technology Units 2025-2029 2030-2034 2035-2039 2040-2044 2045-2050
Baseload price GB £/MWh (real 2025) 72 72 68 66
Capture price discount GB % 25% 25% 25% 28%
Capture price discount GB % 11% 18% 21% 25% 25%
Capture price discount GB % 9% 17% 21% 23% 24%
Baseload price FR EUR/MWh (real 2025) 78 82 79 75
Capture price discount FR % 12% 12%
Capture price discount FR % 42% 41% 41% 43%
Baseload price FI EUR/MWh (real 2025) 49 63 65 66 65
Capture price discount FI % 17% 19% 22% 22% 22%
Baseload price DE EUR/MWh (real 2025) 82 78
Capture price discount DE % 25% 29%
Baseload price I-SEM EUR/MWh (real 2025) 89 89
Capture price discount I-SEM % 22% 23%
Note: Values in the above table are not shown where the relevant asset has no
merchant exposure in three or more years in the relevant period.
Portfolio revenue forecasts
Figure 9 presents ORIT's forecast revenues through to 2050, categorised by
price structure. The revenues are categorised as fixed via either subsidy
(Fixed - Subsidy) or fixed price PPA (Fixed - Power) and the variable revenues
derive from power being sold on a merchant basis (Variable - Power) or from
other sources of variable revenue (Variable - Other).
88% of ORIT's forecast revenues for the 24 months up to 31 December 2027 are
fixed, which represents an increase of four percentage points compared with
ORIT's position 12 months ago due to continued revenue hedging across ORIT's
Finnish and GB portfolio despite asset disposals (Breach and Crossdykes). On a
present value basis 49% of the portfolio's value derives from fixed price
revenues and 51% from variable price revenues.
All of ORIT's power price hedges continue to be structured on a
pay-as-produced basis. This contrasts with other commonly observed hedge
structures - such as baseload or fixed shape hedges - which require the asset
to assume additional (often costly) risks, especially during periods of
underproduction, given the need to buy back power at the market price in order
to deliver under the hedge's baseload or fixed shape generation profile.
ORIT's portfolio continues to offer protection against inflation, owing to its
high proportion of contractually inflation-linked revenues. These derive from
subsidies and inflation-linked corporate PPAs which the Investment Manager has
originated, such as the PPA between Breach solar farm and Iceland Foods. Over
the 10 years to 31 December 2035, 43% of ORIT's forecast revenues are
inflation-linked. This is a 5 percentage point decrease compared with ORIT's
position 12 months ago, due to:
· Asset sales: sales of stakes in Crossdykes and Breach, both of
which benefitted from inflation-linked corporate PPAs
· Regulatory updates: the outcome of the UK government's ROC
indexation consultation confirms that ROC buyout prices will be indexed to
CPI, rather than RPI, from April 2026 onwards
· Contractual maturities: the natural progression of the 10-year
look-forward period brings the expiry dates of inflation-linked subsidies and
PPAs closer to the present.
ROC revenues have been adjusted based on the outcome of the recent UK
government's consultation on ROC indexation, specifying that from April 2026
onwards, indexation will be calculated against CPI rather than RPI. Of the
forecast "Fixed - Subsidy" revenues for the 24 months up to 31 December 2027,
56% derive from the ROC buyout. This is equivalent of 28% of total revenues
over 24 months, and 24% of total revenues on a ten-year look forward.
Figure 9: Fixed vs variable revenue forecasts (see page 29 of the annual
report)
Figure 10: Revenue forecasts by inflation-linkage (see page 29 of the annual
report)
Financial Review
The financial statements of the Company for the year ended 31 December 2025
are set out in the Company's Annual Report. The financial statements have been
prepared in accordance with UK-adopted International Accounting Standards in
conformity with the requirements of the Companies Act 2006. In order to
continue providing useful and relevant information to its investors, the
financial statements also refer to the "intermediate holding companies", which
comprise the Company's wholly owned subsidiary, ORIT Holdings II Limited and
its indirectly held wholly owned subsidiaries ORIT UK Acquisitions Limited,
ORIT Holdings Limited and ORIT UK Acquisitions Midco Limited.
Net assets
Net assets have decreased from £570.4 million as at 31 December 2024 to
£494.8 million as at 31 December 2025, primarily due to a decrease in the
fair value of the portfolio of assets as described in the Portfolio Valuation
section. The net assets comprise the fair value of the Company's investments
and net current assets, as detailed in the table 16 on the right.
Income
In accordance with the Statement of Recommended Practice: Financial Statements
of Investment Trust Companies and Venture Capital Trusts ("SORP") issued in
July 2022 by the Association of Investment Companies ("AIC"), the statement of
comprehensive income differentiates between the 'revenue' account and the
'capital' account, and the sum of both items equals the Company's profit for
the year. Items classified as capital in nature either relate directly to the
Company's investment portfolio or are costs deemed attributable to the
long-term capital growth of the Company (such as a portion of the Investment
Manager's fee).
Table 16: Results as at 31 December
2025 2024
£m £m
Fair value of portfolio of assets 603.2 699.6
Cash held in intermediate holding companies 1.8 7.1
Bank loans and accrued interest held in the intermediate holding companies -116.2 -151.2
Fair value of other net assets/(liabilities) in the intermediate holding -3.4 5.8
companies
Fair value of Company's investments 485.4 561.3
Company's cash 10.8 11.9
Company's other net liabilities -1.4 -2.8
Net asset value as at 31 December 494.8 570.4
Number of shares (million) 527.6 555.7
Net asset value per share (pence) 93.79 102.65
Details of the Company's income can be found in the Statement of Comprehensive
Income and supporting notes.
Ongoing charges
The ongoing charges ratio ("OCR") is a measure, expressed as a percentage of
average net assets, of the regular, recurring annual costs of running the
Company. It has been calculated and disclosed in accordance with the AIC
methodology, as annualised ongoing charges (i.e. excluding acquisition costs
and other non-recurring items) divided by the average published undiluted Net
Asset Value in the year. For the year ended 31 December 2025, the ratio was
1.22% (2024: 1.21%).
Debt
ORIT continues to actively manage its capital structure in line with its
disciplined approach to capital allocation. During the year, £100 million of
borrowings were refinanced into a lower-cost facility, reducing the Company's
blended cost of debt from 4.0% to 3.3%. Disposal proceeds and portfolio cash
generation were used to fund repayments across the Group's revolving credit
and project-level debt facilities. Despite the reduction in absolute debt,
gearing was broadly unchanged as NAV and GAV also declined over the year.
Table 17: Debt summary
2025 2024
Debt as % GAV 45% 45%
% hedged 75% 62%
Average cost of debt 3.3% 4.0%
Average remaining term 10 10
Dividends
During the year, interim dividends totalling £33.3 million were paid (2024:
£33.5 million), equivalent to 6.13p per share. Post year end, a further
interim dividend of 1.55p per share was paid on 27 February 2026 in respect of
the quarter ending 31 December 2025 to shareholders recorded on the register
on 13 February 2026. Consequently, dividends totalling £33.0 million have
been paid in respect of the year under review. These dividends are fully
covered from the operational cash flows of the underlying portfolios.
Dividend cover - operational cash flows (portfolio level)
During 2025, the Company's net cash flows from operations, of £61.3million
pre scheduled debt amortisation, and £37.7 million post scheduled debt
amortisation supported the payment of £33.0 million dividends to shareholders
for the period, resulting in a dividend coverage of 1.86x and 1.14x
respectively.
ORIT's key portfolio characteristics of diversification, high proportion of
fixed revenues and inflation-linkage help maintain a growing, covered
dividend.
Following the year-end, in line with the Company's progressive dividend
policy, ORIT announced a further increase in the target dividend to 6.23p(1)
per ordinary share for the financial year from 1 January 2026 to 31 December
2026. This increase of 1.0% over FY 2025's dividend target continues the
Company's progressive dividend policy, marking the sixth consecutive year the
Company has increased its dividend target. The FY 2026 dividend target is
expected to be fully covered by cash flow generated from the Company's
operating portfolios.
Table 18: Dividend cover - operational cash flows (portfolio level)
Year ended 31 December 31 December
2025
2024
£m £m
Operational cash flows 88.3 83.9
SPV level taxes -1.0 -1.4
Interest payable on external debt -8.7 -8.7
Operational cash flow pre debt amortisation 78.6 73.8
Company and intermediate holding company level expenses -5.4 2.5
Interest and fees payable on RCF and short-term facility -11.9 -14.1
Net cash flow from operating activities pre debt amortisation 61.3 62.3
Dividends paid in respect of year 33.0 33.7
Portfolio level operational cash flow dividend cover pre debt amortisation 1.86x 1.85x
External debt amortisation -23.6 -20.4
Net cash flow from operating activities 37.7 41.9
Dividends paid in respect of year 33.0 33.7
Portfolio level operational cash flow dividend cover 1.14x 1.24x
Note: Totals may not add up due to rounding
(1 ) The dividend target is a target only and not a profit
forecast. There can be no assurance that this target will be met, or that the
Company will make any distributions at all and it should not be taken as an
indication of the Company's expected future results. The Company's actual
returns will depend upon a number of factors, including but not limited to the
Company's net income and level of ongoing charges. Accordingly, potential
investors should not place any reliance on this target and should decide for
themselves whether or not the target dividend is reasonable or achievable.
Investors should note that references in this announcement to "dividends" and
"distributions" are intended to cover both dividend income and income which is
designated as an interest distribution for UK tax purposes and therefore
subject to the interest streaming regime applicable to investment trusts.
Portfolio Valuation
£495m 93.8p £897m £908m
Net asset value NAV per ordinary share Gross asset value Total value of all investments
(31 December 2024: £570m) (31 December 2024: 102.6p) (31 December 2024: £1,029m) (31 December 2024: £1,029m)
The portfolio of assets is valued quarterly using a discounted cash flow (DCF)
approach for operational assets, consistent with the International Private
Equity Valuation Guidelines. Developer and early-stage investments are valued
at cost or recent price of investment, with adjustments for material changes
such as milestone outcomes, further investment rounds or other development
that reflect progress or risks. The Company's NAV therefore reflects movements
in market power prices, inflation, discount rates, asset performance,
contracted revenues, and development progress across the year.
Including the Company's and its intermediate holding companies' net
liabilities (which mostly comprise Holding Company debt and cash), the total
NAV as at 31 December 2025 is £494.8 million or 93.8 pence per Ordinary
Share.
Figure 19: Plc NAV bridge
Movements in the fair value of the underlying portfolio of assets
1 Revenue fixing and hedging
£0.5 million (+0.1p per share)
Additional revenue fixing during the year reduced merchant exposure and
strengthened near-term cash flow visibility. The year saw ~100% hedging of
Otso's 2026 production and full hedging of UK ROC solar assets for April
2027-March 2028, both secured at attractive pricing relative to market
forwards.
2 Changes in economic assumptions
£16.0 million (+2.9p per share)
Movements in inflation, foreign exchange and tax produced a net uplift over
the year. Higher short-term UK inflation supported inflation-linked revenue,
while the weakening of sterling against the euro contributed to valuation
gains that were partly offset by hedging. Finnish corporate tax reductions
provide a small structural benefit.
3 Adjustments to developer valuations
-£7.8 million (-1.4p per share)
For valuation purposes, the following platforms generated material
adjustments during the year:
• Norgen: uplift following pipeline consolidation, improved
visibility on RTB timing and progress across several priority projects;
• Simply Blue Group: write-down reflecting delays in offshore wind
development, liquidity constraints and continued weakness in floating wind
markets; and
• Conservative discounts applied to deferred consideration on sales
of developer investments, reflecting time value and remaining uncertainty on
delivery of milestones - these discounts are expected to unwind as milestones
are achieved.
4 Power prices, green certificates and capacity market
-£23.4 million (-4.2p per share)
Updating market revenue forecasts resulted in a net valuation reduction,
driven mainly by more conservative long-term power price and Green Certificate
assumptions, particularly in the UK.
• Power prices - Short-term forward prices fell marginally across
ORIT's core markets as lower gas prices and system fundamentals fed through to
2026-27 curves. Longer-term external consultant forecasts also reduced with
adjustments reflecting updated expectations for renewable build-out, demand
growth and commodity trends.
• Green Certificates - a negative movement followed the adoption of
more conservative long-term green certificate curve more aligned with market
pricing.
• Capacity Markets - updated forecasts reflected recent auction
outcomes and updates to external long-term assumptions, with only minor
valuation impact.
5 ROC indexation adjustment
-£5.0 million (-0.9p per share)
The valuation reflects a £5.0 million reduction arising from the outcome of
the UK Government's consultation on the indexation of Renewables Obligation
Certificates ("ROCs"), published on 28 January 2026. The Government confirmed
that it will adopt option 1, switching indexation of the ROC buyout price from
the Retail Price Index ("RPI") to the Consumer Price Index ("CPI") effective
March 2026. ORIT has therefore reflected the full impact of this change on its
NAV as at 31 December 2025.
6 Discount rates
-£3.7 million (-0.7p per share)
The weighted average discount rate increased slightly during the year,
reflecting elevated long-term interest rates and changes to the portfolio mix
following asset sales in the year. Assumptions remain in line with market
evidence for contracted renewables. Further information can be found on page
43.
Movements in the fair value of the Plc and holding companies
7 Balance of portfolio return
£22.2 million (+4.0p per share)
The expected return on the portfolio of assets represented by the unwind of
discounting contributed positively as future cash flows moved closer, but this
was partially offset by lower-than-expected operational generation, especially
weaker wind resource and uncompensated curtailment in Ireland, as well as
updated near-term opex and capex assumptions.
8 Dividends paid
-£33.3 million (-6.13p per share)
Dividends totalling £33.3 million in respect of Q4 2024 to Q3 2025 were paid
during the 12-month period to 31 December 2025.
9 Financing costs
-£11.9 million (-2.1p per share)
Financing costs (incl. RCF and HoldCo facility interest) reduced NAV.
Repayment and refinancing into lower-cost facilities reduced RCF utilisation
and lowered overall finance costs compared with the prior year.
10 Running costs (plc & HoldCo)
-£10.1 million (-1.8p per share)
Management fees and corporate costs at the plc and HoldCo level.
11 Share buybacks
-£19.2 million (+1.4p per share)
Share repurchases at a significant discount to NAV were accretive for
shareholders on a pence per Ordinary Share basis.
Key valuation assumptions
See below a summary of the key inputs that drive ORIT's portfolio value
Long-term inflation Taxation
UK 2.25%(1) = 25.0% =
France 2.00% = 25.0% =
Ireland 2.00% = 12.5% =
Finland 2.00% = 18.0%(2) ↓
Germany 2.00% = 15.8% =
↑ Positive change to valuation assumption = No change ↓ Negative change to valuation assumption
Power price forecasts
Where not fixed under PPAs or hedged, we use forward market prices in the near
term before transitioning to a blend of two independent consultants' long-term
forecasts. Capture prices are updated regularly to reflect cannibalisation
effects. For solar, we apply generic country-level capture prices, while for
wind we reflect site-specific curves to account for greater variation in
output and pricing.
Asset lives and decommissioning
Operational lives are assessed on an asset-by-asset basis, taking into account
lease terms, planning consents, extension rights and technical performance. We
also include decommissioning and land restoration costs as end-of-life
outflows, ensuring valuations capture the full lifecycle economics of each
project. The valuations do not include any terminal value, despite the
potential opportunity for repowering.
(1 ) UK RPI (annual average): 4.0% during 2025, 3.25% to 2029
and then 2.25% from 2030 onwards. The RPI forecasts for 2026 to 2029 were
revised upwards during the period from 3.0% to 3.25%.
(2 ) Valuation movement reflects a planned reduction in
Finland's corporation tax rate from 20% to 18%, effective from 2027.
( )
Discount rates
A range of discount rates are applied in calculating the fair value of the
investments, reflecting factors such as the location, technology and lifecycle
stage of each asset, as well as capital structure and the split of fixed and
variable revenues.
As at 31 December 2025, the weighted average discount rate ("WADR") implied by
ORIT's portfolio valuations was 7.8%, compared with 7.9% as at 30 June 2025.
The marginal decrease over the second half of the year reflects portfolio
composition changes following asset disposals and asset-specific adjustments,
partly offset by updates to Renewables Obligation indexation assumptions.
The WADR does not include the expected return associated with
development-stage assets or additional Company-level leverage. Including these
elements results in an adjusted average discount rate of 8.2% as at 31
December 2025.
Table 20: Discount rate summary
31 December 30 June 31 December
2025 2025 2024
UK Assets
Levered IRR (GBP) 8.1% 8.4% 7.6%
Gross Asset Value (GAV) (£m) 351 467 460
Asset Leverage %GAV 18% 35% 16%
European Assets
Levered IRR (GBP) 7.0% 7.5% 7.2%
Levered IRR (EUR) 6.5% 6.9% 6.6%
Gross Asset Value (GAV) (£m) 546 544 569
Asset Leverage %GAV 41% 43% 42%
Total Portfolio
Levered IRR (GBP) 7.8% 7.9% 7.4%
Levered IRR (local currency) 7.3% 7.5% 7.0%
Gross Asset Value (GAV) (£m) 897 1010 1029
Total Leverage %GAV 45% 47% 45%
Weighted average discount rate as at 31 December 2025 7.8%
(i) Return expected on the Company's investments into development stage 0.3%
assets
(ii) Increase in return associated with the additional leverage from the 0.1%
RCF
Adjusted average discount rate as at 31 December 2025 8.2%
Portfolio valuation sensitivities
Details of these can be found in the notes to the financial statements on
pages 106 to 108, but are summarised in Figure 21 below.
Figure 21: NAV sensitivities per ordinary share (see page 44 of the annual
report)
Risk Management
Risk appetite and risk management
The Board determines the Company's risk appetite in accordance with the
Investment Policy, which sets clear boundaries around the types and levels of
risk the Company is willing to accept to meet its investment objectives.
The Board, through the Audit and Risk Committee, carries out a regular review
of the risk environment in which the Company operates, changes to the
environment and individual risks. The Board also considers emerging risks
which might affect the Company. The Company maintains a structured risk
management framework which has key inputs from the Company's key service
providers:
• AIFM (Octopus Energy AIF Management Limited)
Oversees portfolio and risk management, maintains the Company's risk register,
and applies stress testing and risk limits.
• Investment Manager (Octopus Energy Generation)
Conducts detailed due diligence, ongoing asset monitoring, and provides
regular insights on sector trends, asset-level risks, and emerging issues.
• Broker
Advises on sector developments, peer performance and investor sentiment to
inform shareholder engagement.
• Company Secretary and Auditors
Provide guidance on regulatory developments, governance matters and financial
reporting risks.
Principal risks and uncertainties
The Board has undertaken a robust assessment of the principal and emerging
risks facing the Company as at 31 December 2025. The following pages outline
these risks, their current mitigants, and how they have evolved during the
reporting period.
How to read this section: Principal risks key
Residual risk rating
Represents the Board's assessment of each risk after considering existing
controls and mitigants.
High risk could have a material impact on NAV, strategic delivery, liquidity,
or reputation.
Moderate risk may cause financial or operational disruption but is managed
within existing frameworks.
Low risk has limited impact due to strong mitigants or low likelihood.
Direction of movement
Shows how the residual risk rating has changed compared to the prior reporting
period.
Increased - Risk level has risen due to external developments or internal
reassessment.
No change - Risk exposure and controls remain broadly consistent with the
previous period.
Decreased - Risk level has reduced, typically due to improved mitigants or
reduced exposure.
Note: These assessments are based on the Company's structured risk management
framework and are reviewed quarterly by the Board and its committees.
1. Share price and market sentiment 2. Asset valuation sensitivity 3. Power markets 4. Gearing and financing
The Company's shares have continued to trade at a discount to the value of the The valuation of the Company's portfolio is inherently sensitive to a range of The Company's revenues remain partially exposed to wholesale electricity The Company is exposed to refinancing risk and interest rate volatility,
net assets, reflecting weaker investor sentiment and broader macroeconomic financial assumptions, including long-term inflation, discount rates and prices through merchant sales and Power Purchase Agreements (PPAs). Power particularly as macroeconomic conditions continue to influence borrowing costs
uncertainty. This dynamic limits the Company's ability to raise equity capital future power price forecasts. If these assumptions diverge materially from price volatility, driven by supply- demand dynamics, commodity prices and and access to credit. Higher interest rates and a more constrained lending
and reduces strategic flexibility - for example, by constraining opportunities actual outcomes, the Company's NAV could be adversely affected. weather trends, can therefore impact income stability. Changes to subsidy environment may limit flexibility, increase the cost of capital, or create
to reinvest capital through new opportunities. Persistent sector discounts may regimes or pricing frameworks in the UK and EU also present structural risk. pressure on covenant headroom.
also undermine investor confidence and lead to weaker trading liquidity over
time.
Mitigants: Mitigants: Mitigants: Mitigants:
A capital allocation strategy has been implemented through 'ORIT 2030'. Valuations are independently reviewed each quarter and informed by external The Company maintains a diversified revenue base, combining fixed-price PPAs The Company follows a disciplined gearing policy, maintains significant
Investor communications have been strengthened to reinforce the investment market consultants. The Company tests key assumptions through regular and subsidy-backed arrangements. OEGen's Energy Markets team actively monitors liquidity headroom, and has diversified its lending relationships. Covenants
case and address key market concerns. sensitivity analysis and maintains internal processes to ensure that inputs forecasts and market conditions, and employs hedging where appropriate to are reviewed quarterly and integrated into forward-looking financial planning.
remain robust and consistent. reduce short-term volatility.
Recent developments: Recent developments: Recent developments: Recent developments:
Broader sentiment towards the sector remains conservative. As such, the risk There were no material changes to the valuation methodology or key assumptions Power prices have softened during 2025. The Company continued to secure PPAs While ORIT remains well within its mandated leverage policy, refinancing
remains elevated and continues to be actively monitored. during 2025. Although market volatility persisted, governance and valuation at competitive rates, and no material changes were made to the hedging conditions and interest rate volatility contributed to a maintained moderate
processes remained stable and the risk level is unchanged. strategy. The overall risk level remains unchanged. risk.
In response to tightening market conditions, the Company announced a soft
target to anchor gearing to around 40% of GAV through selected asset disposals
and funding of construction.
Increased High No change Moderate No change Moderate No change Moderate
5. Asset and operational risk 6. Cybersecurity and IT 7. Environmental, social and governance ("ESG") 8. Construction and development
Underperformance at the asset level, arising from outages, grid constraints, Cybersecurity threats, including phishing, ransomware, and third-party data The portfolio is exposed to physical risks from climate change, including Construction risk across the portfolio is currently minimal, with all
weather variability or equipment failure, may reduce cash generation and breaches, present an ongoing risk to business continuity and sensitive resource variability, storm events, and extreme weather. Transition risks, operational assets fully commissioned. The Company holds no direct
investor returns. Health, Safety and Environment ("HSE") risks also apply at information. Reliance on third-party systems for reporting, data processing such as regulatory shifts, changing investor expectations and supply chain construction exposure in relation to the conditional acquisition of the
operational sites. and asset management compounds the potential exposure. scrutiny, may also impact long-term performance or stakeholder confidence. Irishtown project. However, development risk remains elevated. Challenges such
Governance risks, including key person dependency, conflicts of interest or as planning uncertainty, grid access delays, cost inflation, and the
ineffective oversight, could impair decision-making or the effective performance of development partners can impact project timelines, valuation,
management of the Company. or the ability to convert pipeline into operational assets.
Mitigants: Mitigants: Mitigants: Mitigants:
Performance is closely monitored by OEGen with the support of third-party Cybersecurity controls are embedded within service provider contracts. OEGen ESG is integrated into the investment process via a formal scoring matrix. The Company's financial exposure to development-stage equity is capped at 5%
O&M providers under structured contracts. Preventative maintenance conducts regular penetration testing, incident response planning, and Climate and physical risk assessments are incorporated into asset monitoring, of GAV. All development investments are subject to rigorous due diligence,
regimes, robust HSE procedures and comprehensive insurance are in place to mandatory staff training to reduce exposure. supported by scenario analysis and HSE reviews. A formal conflicts policy, milestone tracking, and internal approvals. The team continues to monitor
manage potential disruptions. structured succession planning and regular Board and committee evaluations planning, permitting, and developer counterparty risk closely across the
support effective governance and oversight. portfolio.
Recent developments: Recent developments: Recent developments: Recent developments:
During 2025, there were isolated instances of underperformance across the Although no cybersecurity incidents have occurred within ORIT or its key There were no material ESG incidents or climate-related disruptions in 2025, Construction risk has reduced significantly following the commissioning of all
portfolio due to external factors, but no ongoing material issues remain. The service providers during the year, the frequency, complexity and and the Company maintained compliance with evolving standards. Although portfolio assets. However, the residual development risk rating increased
overall risk level is unchanged, reflecting continued resilience at the asset sophistication of cyberattacks reported across the UK and European regulatory expectations are rising, controls are considered effective and the during 2025 due to continued delays in permitting and grid access across
level, while recognising that the broader operating environment (including infrastructure and financial services sectors have increased. In particular, residual risk remains stable. During the year, Audrey McNair stepped down as multiple markets, as well as slower-than-anticipated progress in the
weather and grid constraints) remains a source of potential volatility. attacks targeting third-party service providers and supply chains have become Audit Chair and was succeeded by Sally Duckworth following a planned development pipeline.
more prevalent. Given ORIT's reliance on external systems and data platforms, transition. The Board remains satisfied that its composition, independence and
the Board considers that the inherent threat environment has heightened. committee structures meet regulatory and governance best practice
Controls and oversight arrangements remain robust, and no control deficiencies requirements. The overall risk level remains low and stable.
have been identified.
No change Moderate Increased Moderate No change Low No change Moderate
9. Regulation and policy 10. Geopolitical risk
ORIT is exposed to changes in energy policy, taxation, market design and Geopolitical tensions and armed conflicts can create volatility in global
investment trust regulation across the UK and Europe. Changes in government energy markets, as well as negatively impact financial market stability and
priorities or intervention in electricity pricing could adversely affect asset investor sentiment. Events such as the wars in Ukraine and the Middle East
economics, investor sentiment or operating model. demonstrate how geopolitical developments can influence commodity prices,
inflation and power market dynamics.
Mitigants: Mitigants:
ORIT engages specialist legal and regulatory advisers to monitor developments The Company's diversified portfolio and high proportion of contracted revenues
in key markets and participates in industry consultations to anticipate through subsidies and fixed-price PPAs reduce exposure to short-term market
change. Geographic and revenue diversification reduces concentrated regulatory disruption. The Investment Manager monitors geopolitical developments and
exposure. incorporates relevant macroeconomic scenarios into financial planning and risk
assessments.
Recent developments: Recent developments:
In 2025, the UK Government confirmed it would not proceed with the Review of Geopolitical tensions remained elevated during 2025, including the ongoing war
Electricity Market Arrangements (REMA), removing uncertainty around potential in Ukraine and emerging instability in the Middle East. While these
power market reform. The outcome of the ROC indexation consultation (changing developments are being closely monitored, the Company has not experienced
from RPI to CPI) also provided clarity on subsidy support for legacy assets. direct operational or supply chain impacts and, given the portfolio's largely
However, shifting political dynamics, including the growth of Reform UK, may contracted revenue profile, no material financial effects are currently
influence future policy direction. Regulatory reform also remains active expected. The overall risk level therefore remains moderate, although the
across parts of Continental Europe. The Company continues to monitor policy situation remains under review should conflicts become more prolonged.
developments across all jurisdictions in which it operates.
Increased Moderate No change Moderate
Directors' Report
The Directors present their report and the audited financial statements for
the year ended 31 December 2025.
The Directors of the Company who were in office during the year and up to the
date of signing the financial statements were:
Philip Austin MBE (Chair)
James Cameron
Sally Duckworth (appointed 21 March 2025)
Elaina Elzinga
Audrey McNair (resigned 13 June 2025)
Sarim Sheikh
Legal and taxation status
The Company is an investment company within the meaning of Section 833 of the
Companies Act 2006. The Company conducts its affairs to meet the requirements
for approval as an investment trust under section 1158 of the Corporation Tax
Act 2010. The Company has received initial approval as an investment trust and
the Company must meet eligibility conditions and ongoing requirements for
investment trust status to be maintained. In the opinion of the Directors, the
Company has met the conditions and requirements for approval as an investment
trust for the year ended 31 December 2025.
Market information
The Company's Ordinary Shares are listed on the main market of the London
Stock Exchange. The unaudited NAV Ordinary Share of the Company is published
quarterly through a regulatory information service.
Retail distribution of Investment Company shares via financial advisers and
other third-party promoters
As a result of the Financial Conduct Authority ("FCA") rules determining which
investment products can be promoted to retail investors, certain investment
products are classified as "non-mainstream pooled investment products" and
face restrictions on their promotion to retail investors.
The Company has concluded that the distribution of its shares, being shares in
an investment trust, is not restricted as a result of the FCA rules described
above.
The Company currently conducts its affairs so that the shares issued by the
Company can be recommended by financial advisers to retail investors and
intends to continue to do so for the foreseeable future.
Articles of Association
Amendments to the Company's Articles of Association require a Special
Resolution to be passed by shareholders. The Company's Articles of Association
were last changed at the time of IPO and new Articles of Association are
proposed to be adopted at the upcoming Annual General Meeting to alter the
frequency of the continuation vote. For further information, refer to pages
128 and 129 .
Management
The Board
The Board comprises independent non-executive directors who are responsible to
Shareholders for the overall stewardship of the Company's affairs. There is a
Schedule of Matters Reserved for the Board which sets out the division of
responsibilities between the Board and its various committees. Further details
can be found in the Corporate Governance Statement on pages 64 to 73. Through
the Committees and the use of external independent advisers, the Board
oversees the risk management function and overall governance within the
Company. The Board, in conjunction with the AIFM, actively supervises the
Investment Manager in the performance of its functions.
Directors' indemnities
Subject to the provisions of the Companies Act 2006, the Company has agreed to
indemnify each Director against all liabilities which any Director may suffer
or incur arising out of or in connection with any claim made, or proceedings
taken against him/her, or any application made by him/ her, on the grounds of
his/ her negligence, default, breach of duty or breach of trust in relation to
the Company or any associated Company. This policy remained in force during
the financial year and also at the date of approval of the financial
statements.
Appointment and replacement of directors
The rules concerning the appointment and replacement of directors are
contained in the Company's Articles of Association which require that each
Director shall be subject to election at the first AGM after appointment and
re-election annually thereafter. Further details of the Board's process for
the appointment and replacement of Board members can be found on page 66.
Alternative Investment Fund Manager
The Company is classified as an Alternative Investment Fund under the UK AIFM
Directive as defined on page 60 and has appointed Octopus Energy AIF
Management Limited as its AIFM, which entity is governed by AIFMD and
regulated by the Central Bank of Ireland. The AIFM is responsible for
portfolio management of the Company, including the following services:
• Risk management, with the exception that portfolio management is
delegated to the Investment Manager;
• Approval of quarterly portfolio valuations through the AIFM
Valuations Committee;
• The review of financial reporting as prepared by the
Administrator;
• Ensuring compliance with the UK AIFM Directive regulations and
reporting;
• Ensuring compliance with FATCA reporting requirements; and
• Monitoring and ensuring compliance with Investment Restrictions
and policies as set out in the Company's prospectus.
The arrangements related to management fees changed during the period. For the
period from 1 January 2025 to 31 October 2025, The AIFM was entitled to a
management fee of 0.95% per annum of the Net Asset Value of the Company up to
£500 million and 0.85% per annum of Net Asset Value in excess of £500
million, payable quarterly in arrears. With effect from 1 November 2025, the
AIFM is entitled to a management fee calculated by applying the existing
percentage rates to an equal weighting of (i) the average closing daily market
capitalisation for each quarter and (ii) the published NAV for that quarter.
The fee payable will be capped at the lower of (a) the amount calculated under
this revised methodology and (b) a calculation based solely on NAV, in line
with the previous AIFM agreement. No performance fee or asset level fees are
payable to the AIFM under the Management Agreement. The AIFM is responsible
for the payment of the Investment Manager's fees.
The Management Agreement is subject to termination on not less than 12 months'
written notice by either party. It can be terminated at any time in the event
of the insolvency of the Company or the AIFM, in the event that the AIFM
ceases to be authorised and regulated by the CBI (if required to be so
authorised and regulated to continue to carry out its duties under the
Management Agreement) or if certain key members of the Octopus Energy
Generation team cease to be involved in the provision of services to the
Company and are not replaced by individuals satisfactory to the Company
(acting reasonably).
The Company has given an indemnity in favour of the AIFM (subject to customary
exceptions) in respect of the AIFM's potential losses in carrying on its
responsibilities under the Management Agreement. The Management Agreement is
governed by the laws of England and Wales.
Investment Manager
The AIFM has delegated portfolio management services to Octopus Renewables
Limited (trading name - Octopus Energy Generation) as Investment Manager to
provide Investment Management services to the AIFM in respect of the Company
pursuant to the Management Agreement. As part of these delegated portfolio
management services, the Investment Manager has responsibility for managing
cash not yet invested by the Company or otherwise applied in respect of the
Company's operating expenses with the aim of preserving capital value.
Company Secretary and Administrator
Apex Listed Companies Services (UK) Limited provides company secretarial and
administration services to the Company, including but not limited to the
calculation of its quarterly Net Asset Value and financial reporting.
Depositary
BNP Paribas S.A. has been appointed as the Company's depositary.
UK AIFM Directive
In accordance with the UK AIFM Directive, the AIFM must ensure that an annual
report containing certain information on the Company is made available to
investors for each financial year. The investment funds sourcebook of the FCA
(the "Sourcebook") details the requirements of the annual report. All the
information required by those rules are included in this Annual Report or will
be made available on the Company's website.
Appointment of service providers
The Management Engagement Committee undertakes an annual review of the
Company's service providers to evaluate service levels and to develop
recommendations for their continued appointment or for the commencement of a
process to replace a service provider as appropriate, taking into account the
long term interests of the Company's shareholders. The outcome of the review
of the Company's service providers can be found on page 66.
Issued share capital
During the year ended 31 December 2025, the Company did not issue any further
Ordinary Shares. At the year end the Company's issued share capital comprised
564,927,536 Ordinary Shares, including 37,350,597 held by the Company in
treasury.
Voting rights
Each Ordinary Share held entitles the holder to one vote. All Ordinary Shares
carry equal voting rights and there are no restrictions on those voting
rights. Voting deadlines are stated in the Notice of Meeting and Form of Proxy
and are in accordance with the Companies Act 2006.
Restrictions
There are no restrictions on the transfer of Ordinary Shares, nor are there
any limitations or special rights associated with regard to control attached
to the Ordinary Shares. There are no agreements between holders regarding
their transfer known to the Company, no restrictions on the distribution of
dividends and the repayment of capital, and no agreements to which the Company
is a party that might affect its control following a successful takeover bid.
Dividend policy and target returns
The Company intends to pay dividends on a quarterly basis with dividends
typically declared in respect of the quarterly periods ending March, June,
September and December and typically paid in May, August, November and
February respectively.
Distributions made by the Company may take either the form of dividend income,
or of "qualifying interest income" which may be designated as interest
distributions for UK tax purposes. Prospective investors should note that the
UK tax treatment of the Company's distributions may vary for a shareholder in
the Company depending on the classification of such distributions. Prospective
investors who are unsure about the tax treatment which will apply to them in
respect of any distributions made by the Company should consult their own tax
advisers.
The Company has a progressive dividend policy and is targeting a total
dividend of 6.23p pence per Ordinary Share in respect of the financial year to
31 December 2026, representing a 1% increase from the 6.17 pence per Ordinary
Share dividend declared in respect of the financial year ended December 2025.
This marks the fifth consecutive year the Company has increased its dividend
target.(1) The Company is targeting a net total shareholder return of 9% to
11% per annum over the medium to long-term. Further information on the
Company's financial objectives can be found on pages 10 to 11.
(1) The dividend and return targets stated are targets only and
not profit forecasts. There can be no assurance that these targets will be
met, or that the Company will make any distributions at all and they should
not be taken as an indication of the Company's expected future results. The
Company's actual returns will depend upon a number of factors, including but
not limited to the Company's net income and level of ongoing charges.
Accordingly, potential investors should not place any reliance on these
targets and should decide for themselves whether or not the target dividend
and target net total shareholder return are reasonable or achievable.
Results and dividend
The Company's revenue profit after tax for the year amounted to £37.5 million
(2024: £36.8 million). The Company made a capital loss after tax of £60.4
million (2024: £25.1 million loss). Therefore, the total loss after tax for
the Company was £23.0 million (2024: £11.8 million profit). The Company has
paid the following interim dividends during the year under review:
Dividend
per ordinary Payment Record Ex-dividend
Period share (pence) date date date
Q4 2024 1.51 28 Feb 2025 14 Feb 2025 13 Feb 2025
Q1 2025 1.54 30 May 2025 16 May 2025 15 May 2025
Q2 2025 1.54 29 Aug 2025 15 Aug 2025 14 Aug 2025
Q3 2025 1.54 28 Nov 2025 14 Nov 2025 13 Nov 2025
On 2 February 2026 the Company declared an interim dividend of 1.55p per
Ordinary Share in respect of the three months to 31 December 2025, a total of
£8.2 million. The ex-dividend date was 13 February 2026, the record date was
14 February 2026 and the dividend was paid on 27 February 2026.
Substantial shareholders
As at 31 December 2025, the Directors have been formally notified of the
following interests in the Company's Ordinary Shares, comprising 3% or more of
the issued share capital of the Company:
% Date of
Shareholder Name Holding Holding notification
Rathbone Investment Management Ltd 41,703,191 7.40 12 Jul 2022
Brewin Dolphin Limited 29,615,256 5.24 7 Jun 2023
Schroders plc 28,294,909 5.01 29 Sep 2023
Baillie Gifford & Co 28,273,333 4.15 1 Apr 2025
EFG Private Bank Limited 28,212,542 4.90 23 May 2025
Quilter PLC 24,261,042 4.29 14 Nov 2022
Sarasin & Partners LLP 26,562,005 4.07 1 Mar 2024
Stichting Privium Sustainable Impact Fund 21,851,529 4.00 22 May 2025
Newton Investment Management Limited 17,288,560 3.06 9 Mar 2021
EdenTree Investment Management 16,067,067 3.05 12 Nov 2025
Post period end up until 17 March 2026, the Company did not receive
notification of any further interests, or changes in interests, in its
Ordinary Shares comprising 3% or more of the issued share capital.
Based on information provided by analysis of the Company's share register as
at 27 February 2026, the Company is aware that the following shareholders own
more than 3% of the issued share capital of the Company:
%
Shareholder Name Holding Holding
Hargreaves Lansdown, stockbrokers (EO) 47,764,166 9.05
Schroder Investment Management 35,584,717 6.74
Interactive Investor (EO) 32,528,927 6.17
Evelyn Partners (Retail) 29,443,711 5.58
Privium Fund Management 24,483,793 4.64
EFG Harris Allday, stockbrokers 22,214,473 4.21
Rathbones 22,203,434 4.21
RBC Brewin Dolphin, stockbrokers 19,602,217 3.72
AJ Bell, stockbrokers (EO) 16,742,215 3.17
EO = Execution only
Shareholder engagement
The Board is mindful of the importance of engaging with the Company's
shareholders to gauge their views on topics affecting the Company. See page 54
for further information on how the Company engages with its shareholders.
The Company will be holding an Annual General Meeting on 12 June 2026, which
will be streamed live, and at which members of the Board and Investment
Manager will be available to answer shareholder questions. Shareholders are
encouraged to vote their holdings using the enclosed Form of Proxy or
electronically using the instructions contained in the notes to the Notice of
AGM and notes to the Form of Proxy. Proxy voting figures will be made
available shortly after the AGM on the Company's website
(https://www.octopusrenewablesinfrastructure.com/
(https://www.octopusrenewablesinfrastructure.com/) ) where shareholders can
also find the Company's quarterly factsheets, dividend information and other
relevant information.
Appointment of auditors
The Company's auditors, PricewaterhouseCoopers LLP, having expressed their
willingness to continue in office as auditors, will be put forward for
re-appointment at the Company's Annual General Meeting and the Board will seek
authority to determine their remuneration for the forthcoming year.
Going concern
The Directors have considered the Company's ability to continue as a going
concern, taking into account its liquidity position, cash flow forecasts and
access to financing facilities. The Directors have assessed the going concern
position over a period of at least 12 months from the date of approval of the
financial statements and conclude that it is appropriate to prepare the
financial statements on a going concern basis. In forming this conclusion, the
Directors considered the Company's ongoing access to liquidity and the
resilience of cash flows under plausible downside scenarios.
Further detail on the Directors' going concern assessment is set out in the
notes to the financial statements.
Viability statement
In accordance with the UK Corporate Governance Code and the UK Listing Rules,
the Directors have assessed the prospects of the Company over a longer period
than the 12 months required for the going concern assessment. The Directors
have assessed the viability of the Company over the five-year period to 31
December 2030 (the "Period"). The Board considers this Period to be
appropriate given the long-term nature of the Company's investment strategy
and the time horizon over which the Company's cash flows and capital
commitments are forecast.
In assessing the viability of the Company, the Directors considered the
principal risks and uncertainties set out in this report, with particular
focus on those risks that could impact the Company's solvency or liquidity
over the Period. The assessment included a review of projected income and
expenditure, the resilience of the Company's cash flows under plausible
downside scenarios, and the Company's access to financing.
The Company receives income in the form of dividends and interest from its
portfolio of renewable energy infrastructure assets. These revenues are
derived primarily from the sale of electricity and green certificates through
power purchase or similar agreements, and, in some cases, subsidies. The
Directors considered the impact of adverse movements in key variables,
including wholesale power prices, asset output and discount rates, and are
satisfied that the Company would remain viable under such downside scenarios.
The Directors also considered the Company's forecast cash outflows, including
dividends, capital commitments and contingent acquisitions, together with the
Group's access to debt facilities. While the revolving credit facility held by
an intermediate holding company matures in June 2028, the Directors consider
that the Company is well positioned, based on the quality of its asset base
and its track record, to maintain appropriate access to financing over the
Period.
Based on this assessment, 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 to 31 December 2030.
Auditors' information
Each of the Directors at the date of the approval of this report confirms
that:
• so far as the Director is aware, there is no relevant audit
information of which the Company's auditors are unaware; and
• the Director has taken all steps that he/she ought to have taken
as director to make himself/herself aware of any relevant information and to
establish that the Company's auditors are aware of that information.
This confirmation is given and should be interpreted in accordance with the
provisions of Section 418 of the Companies Act 2006.
Annual General Meeting
The following information is important and requires your immediate attention.
If you are in any doubt about the action you should take, you should seek
advice from your stockbroker, bank manager, solicitor, accountant, or other
financial adviser authorised under the Financial Services and Markets Act
2000.
Resolutions relating to the following items of special business will be
proposed at the Annual General Meeting ("AGM") to be held on 12 June 2026. The
Notice of AGM (the "Notice") together with detailed explanation of the
proposed resolutions can be found on pages 125 to 131.
Issuance of ordinary shares and dis-application of pre-emption rights
Resolutions 11 to 13 provide authority to issue Ordinary Shares. The Directors
intend to use the net proceeds of any issuance to invest in Renewable Energy
Assets, in accordance with the Company's investment objective and Investment
Policy and for working capital purposes.
At the forthcoming Annual General Meeting, the Board is seeking authority to
allot up to a maximum of 126,617,745 Ordinary Shares (representing
approximately 24% of the Ordinary Shares in issue at the date of this
document) and to dis-apply pre-emption rights when allotting those Ordinary
Shares. The authority granted under Resolutions 11 to 13 will expire at the
conclusion of the Annual General Meeting to be held in 2027. The full text of
these resolutions is set out in the Notice of Meeting on pages 125 and 126.
The authority granted by shareholders to issue Ordinary Shares will provide
flexibility to grow the Company and further expand the Company's assets.
Ordinary Shares issued under this authority will only be issued at a premium
to the NAV (cum income). Ordinary Share issues are at the discretion of the
Board.
Authority to purchase own shares
At the AGM of the Company held on 13 June 2025, the Directors were granted
authority to make market purchases of up to 14.99% of the Ordinary Shares in
issue, equating to a maximum of 84,682,637 Ordinary Shares. The Company
utilised this authority to purchase its own shares, buying back c.£12.04
million as at 17 March 2026, which is the last practicable date before this
report was printed.
The current authority to make market purchases expires at the conclusion of
the 2026 AGM of the Company. The Directors recommend that a new authority to
purchase up to 79,083,700 Ordinary Shares (subject to the condition that not
more than 14.99% of the Ordinary Shares in issue, excluding treasury Shares,
at the date of the AGM are purchased) be granted and a resolution to that
effect will be put to the AGM. Any Ordinary Shares purchased will either be
cancelled or, if the Directors so determine, held in treasury.
The Companies Act 2006 permits companies to hold shares acquired by way of
market purchase as treasury shares, rather than having to cancel them. This
provides the Company with the ability to re-issue Ordinary Shares quickly and
cost effectively, thereby improving liquidity and providing the Company with
additional flexibility in the management of its capital base. No Ordinary
Shares will be sold from treasury at a price less than the (cum-income) NAV
per existing Ordinary Share at the time of their sale unless they are first
offered pro rata to existing shareholders. At the year end the Company held
37,350,597 shares in treasury.
Unless otherwise authorised by shareholders, Ordinary Shares will not be
issued at less than NAV and Ordinary Shares held in treasury will not be sold
at less than NAV. The Directors take into account the financial resources of
the Company, the Company's share price and any discount to NAV, and future
investment opportunities when exercising the authority to purchase the
Company's Ordinary Shares. The authority will continue to only be exercised if
the Directors believe that to do so would be in the best interest of
Shareholders as a whole.
Authority to declare all dividends as interim dividends
At the AGM of the Company held on 13 June 2025, the Directors were granted
authority to declare and pay all dividends of the Company as interim
dividends. The Directors intend to ask shareholders to renew this authority at
the upcoming AGM.
Adoption of new Articles of Association
The Directors intend to ask shareholders to adopt new Articles of Association
to replace the existing five-yearly continuation vote with a three-yearly
continuation vote.
Regulatory disclosures - Information to be disclosed in accordance with UK
Listing Rule 9.2
The UK Listing Rules requires listed companies to report certain information
in a single identifiable section of their annual financial reports. The
Company confirms that only UK LR 9.2 (issue of shares) is applicable during
the year under review. During the year ended 31 December 2025 the Company did
not issue new shares.
For and on behalf of the Board
Philip Austin MBE
Chair
Statement of Directors' Responsibilities
The directors are responsible for preparing the Annual Report and the
financial statements in accordance with applicable law and regulation.
Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors have prepared the financial
statements in accordance with UK-adopted international accounting standards.
Under company law, 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 the financial statements, the directors are required to:
• select suitable accounting policies and then apply them
consistently;
• state whether applicable UK-adopted international accounting
standards have been followed, subject to any material departures disclosed and
explained in the financial statements;
• make judgements and accounting estimates that are reasonable and
prudent; and
• prepare the financial statements on the going concern basis unless
it is inappropriate to presume that the company will continue in business.
The directors are responsible for safeguarding the assets of the company and
hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
The directors are also 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 and the
Directors' Remuneration Report comply with the Companies Act 2006.
The directors are responsible for the maintenance and integrity of the
company's website. Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from legislation in other
jurisdictions.
Directors' confirmations
Each of the directors, whose names and functions are listed in the Corporate
Governance Statement confirm that, to the best of their knowledge:
• the company financial statements, which have been prepared in
accordance with UK-adopted international accounting standards, give a true and
fair view of the assets, liabilities, financial position and loss of the
company; and
• the Directors' Report includes a fair 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 it faces.
For and on behalf of the Board
Philip Austin MBE
Chair
Financial Statements
Statement of Comprehensive Income
For the year ended 31 December 2025
For the year ended For the year ended
31 December 2025
31 December 2024
Revenue Capital Total Revenue Capital Total
Notes £'000 £'000 £'000 £'000 £'000 £'000
Investment income 5 42,842 - 42,842 42,541 - 42,541
Movement in fair value of investments 10 - (59,537) (59,537) - (24,030) (24,030)
Total net income/(expense) 42,842 (59,537) (16,695) 42,541 (24,030) 18,511
Investment management fees 6 (3,638) (1,213) (4,851) (4,104) (1,368) (5,472)
Other expenses 6 (1,608) - (1,608) (1,563) - (1,563)
Net finance income 203 - 203 301 - 301
Profit/(loss) before taxation 37,799 (60,750) (22,951) 37,175 (25,398) 11,777
Taxation 7 (304) 304 - (342) 342 -
Profit/(loss) and total comprehensive income/(expense) for the year after 37,495 (60,446) (22,951) 36,833 (25,056) 11,777
taxation
Earnings/(losses) per Ordinary Share (pence) - basic and diluted 9 6.92p (11.15)p (4.23)p 6.55p (4.45)p 2.10p
The "Total" column of this statement is the profit and loss account of the
Company. The "Revenue" and "Capital" columns represent supplementary
information prepared under guidance issued by The Association of Investment
Companies. All expenses are presented as revenue items except 25% of the
investment management fee, which is charged as a capital item within the
Statement of Comprehensive Income. Costs incurred on aborted transactions and
investment acquisitions are charged as capital items within the Statement of
Comprehensive Income.
The Company has no other items of other comprehensive income, and therefore
the net profit/(loss) after taxation is also the total comprehensive
income/(expense) for the year. All revenue and capital items in the above
statement derive from continuing operations. No operations were acquired or
discontinued in the year.
The notes on pages 93 to 111 form an integral part of these financial
statements.
Statement of Financial Position
at 31 December 2025
31 December 31 December
2025 2024
Notes £'000 £'000
Non-current assets
Investments at fair value through profit or loss 10,16 485,430 561,296
Current assets
Trade and other receivables 11 92 23
Cash and cash equivalents 10,775 11,852
10,867 11,875
Current liabilities: amounts falling due within one year
Trade and other payables 12 (1,497) (2,801)
Net current assets 9,370 9,074
Total assets less current liabilities 494,800 570,370
Net assets 494,800 570,370
Capital and reserves
Share capital 13 5,649 5,649
Share premium 14 217,283 217,283
Special reserve 14 313,222 332,590
Capital reserves 14 (71,746) (11,300)
Revenue reserve 14 30,392 26,148
Total shareholders' funds 494,800 570,370
Net assets per ordinary share (pence) 15 93.79p 102.65p
The financial statements on pages 91 to 111 were approved by the Board of
Directors and authorised for issue on 23 March 2026 and were signed on its
behalf by:
Philip Austin MBE
Chair
The notes on pages 93 to 111 form an integral part of these financial
statements.
Registered in England and Wales as a public company limited by shares. Company
registration number: 12257608
Statement of Changes in Equity
For the year ended 31 December 2025
Notes Share Share Special Capital Revenue Total
capital premium reserve reserve reserve shareholders' funds
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 January 2025 5,649 217,283 332,590 (11,300) 26,148 570,370
Shares bought back and held in treasury - - (19,201) - - (19,201)
Costs on share repurchases - - (167) - - (167)
Profit/(loss) and total comprehensive income/(expense) for the year - - - (60,446) 37,495 (22,951)
Dividends paid in the year 8 - - - - (33,251) (33,251)
Balance at 31 December 2025 5,649 217,283 313,222 (71,746) 30,392 494,800
For the year ended 31 December 2024
Notes Share Share Special Capital Revenue Total
capital premium reserve reserve reserve shareholders' funds
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 January 2024 5,649 217,283 339,500 13,756 22,851 599,039
Shares bought back and held in treasury - - (6,837) - - (6,837)
Costs on share repurchases - - (73) - - (73)
Profit/(loss) and total comprehensive income/(expense) for the year - - - (25,056) 36,833 11,777
Dividends paid in the year 8 - - - - (33,536) (33,536)
Balance at 31 December 2024 5,649 217,283 332,590 (11,300) 26,148 570,370
The Company's distributable reserve consists of the special reserve, capital
reserve attributable to realised gains and revenue reserve.
The issued capital and reserves are fully attributable to the shareholders of
the Company. The notes on pages 93 to 111 form an integral part of these
financial statements.
Statement of Cash Flows
For the year ended 31 December 2025
Year ended Year ended
31 December 31 December
2025 2024
Notes £'000 £'000
Cash flows from operating activities
(Loss)/profit before taxation (22,951) 11,777
Movement in fair value of investments 10 59,537 24,030
Income from investments 5,10 (42,842) (42,541)
(Increase)/decrease in trade and other receivables (69) 120
Decrease in trade and other payables (1,304) (436)
Dividends received from investments 5 18,000 17,000
Interest received from investments 22,874 22,872
Net cash flow generated from operating activities 33,245 32,822
Cash flows from investing activities
Costs associated with acquiring the portfolio of assets 10 (357) (577)
Repayments of debt principal(1) 18,654 10,041
Net cash flow generated from investing activities 18,297 9,464
Cash flows from financing activities
Dividends paid to Ordinary Shareholders 8 (33,251) (33,536)
Shares bought back and held in treasury (19,201) (6,837)
Costs on buybacks (167) (73)
Net cash flow used in financing activities (52,619) (40,446)
Net (decrease)/increase in cash and cash equivalents (1,077) 1,840
Cash and cash equivalents at start of year 11,852 10,012
Cash and cash equivalents at end of year 10,775 11,852
The notes on pages 93 to 111 form an integral part of these financial
statements.
(1 Amounts related to the repayment of the loan investment, previously
included within distributions from investments, have been moved from being
disclosed as operating to investing activities.)
Notes to the Financial Statements
For the year ended 31 December 2025
1. General information
Octopus Renewables Infrastructure Trust plc ("ORIT" or "the Company") is
registered in England and Wales as a public company limited by shares
(registered number 12257608). The Company's registered office, and principal
place of business, is 4th Floor, 140 Aldersgate street, London EC1A 4HY. The
Company is a closed-ended investment company with an indefinite life. The
Company commenced its operations on 10 December 2019 when the Company's shares
were admitted to trading on the London Stock Exchange. The Directors intend to
continue conducting the affairs of the Company so as to retain its status as
an investment trust company for the purposes of section 1158 of the
Corporation Tax Act 2010, as amended.
The Company's investment objective is to provide investors with an attractive
and sustainable level of income returns, with an element of capital growth, by
investing in a diversified portfolio of renewable energy assets in Europe and
Australia.
The Company has a wholly owned direct subsidiary, ORIT Holdings II Limited
which invests the funds of the investors in ORIT. The registered office of
ORIT Holdings II Limited is UK House, 5th Floor, 146-182 Oxford Street,
London, United Kingdom, W1D 1NN.
The Company has appointed Octopus Energy AIF Management Limited to be the
alternative investment fund manager of the Company (the "AIFM"), for the
purposes of the Alternative Investment Fund Managers Regulations 2013 and the
Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 (as it
applies in the UK by virtue of the European Union (Withdrawal) Act 2018).
Accordingly, the AIFM is responsible for the portfolio management of the
Company and for exercising the risk management function in respect of the
Company.
Apex Listed Companies Services (UK) Limited (the "Administrator") provides
administrative and company secretarial services to the Company under the terms
of the Administration Agreement between the Company and the Administrator.
2. Basis of financial statements preparation
The financial statements have been prepared in accordance with UK-adopted
International Accounting Standards ("IAS") and the requirements of the
Companies Act 2006, as applicable to companies reporting under those
standards.
Where consistent with the requirements of IAS, the Directors have sought to
prepare the financial statements on a basis compliant with presentational
guidance set out in the statement of recommended practice for investment trust
companies and venture capital trusts (the "SORP") issued by the Association of
Investment Companies ("AIC") in July 2022.
The financial statements are prepared on the historical cost basis of
accounting, except for the revaluation of investments measured at fair value
through profit or loss. They have been prepared on the basis of the accounting
policies, significant judgements, key assumptions and estimates as set out
below.
The Company has one wholly owned direct subsidiary, ORIT Holding II Limited,
whose purpose is to invest the funds of ORIT. The Company and its subsidiary
both meet the requirements to be classified as an investment entity as defined
in International Financial Reporting Standard 10 "Consolidated Financial
Statements". Consequently, the Company measures its subsidiary at fair value
through profit or loss and does not prepare consolidated financial statements.
Going concern
The financial statements have been prepared on a going concern basis under the
historical cost convention, as modified by the revaluation of investments held
at fair value through profit or loss.
The Directors, in their consideration of going concern, have reviewed
comprehensive cash flow forecasts prepared by the Company's Investment Manager
which are based on market data and believe, based on those forecasts, the
assessment of the Company's subsidiary's banking facilities and the assessment
of the principal risks described in this report, that it is appropriate to
prepare the financial statements of the Company on the going concern basis.
In arriving at their conclusion that the Company has adequate financial
resources, the Directors were mindful that the Group had unrestricted cash of
£12.1 million as at 31 December 2025 (2024: £19 million) and available
headroom on its revolving credit facility ("RCF") of £110 million (2024: £97
million). The Company's net assets at 31 December 2025 were £495 million
(2024: £570 million) and total expenses for the year ended 31 December 2025
were £6.5 million (2024: £7.0 million). At the date of approval of this
document, based on the aggregate of investments and cash held, the Company has
substantial operating expenses cover.
The Company receives revenue in the form of dividends and interest from its
portfolio of assets. These revenues are derived from the sale of electricity
through power purchase agreements in place with large and reputable providers
of electricity to the market. A prolonged and deep market decline could lead
to falling values to the underlying business or interruptions to cashflow,
however the Directors do not foresee any immediate material risk to the
Company's investment portfolio and income from underlying assets. The
Directors are also satisfied and are comfortable that the Company would
continue to remain viable under downside scenarios, including a decline in
long-term power price forecasts. In instances where underlying investments
have external debt finance, the covenants associated with these facilities
have been tested and are expected to be compliant, even in downside scenarios.
The major cash outflows of the Company are the payment of dividends,
commitments payable for construction or development projects and contingent
acquisitions. The Company's direct subsidiary, ORIT Holdings II Limited, holds
an RCF with a £150 million facility size and a term to June 2028. The
covenants of the RCF have been tested and are expected to be compliant, even
in downside scenarios. Plausible downside scenarios include a decrease in
wholesale energy prices, a decrease in output and an increase in the discount
rate applied to the underlying cash flow forecasts. While in some downside
scenarios, the headroom available on the RCF will be lower, the Directors
remain confident that the Company has sufficient cash balances, and headroom
in the RCF held by ORIT Holdings II Limited in order to fund the commitments,
detailed in note 21 to the financial statements, as they fall due.
Having performed the above assessment of going concern, the Directors have
considered it appropriate to prepare the financial statements of the Company
on a going concern basis. The Company has sufficient financial resources and
liquidity and is well placed to manage business risks in the current economic
environment and can continue operations for a period of at least 12 months
from the date of these financial statements.
3. Critical accounting judgements, estimates and assumptions
Key estimation and uncertainty: Fair value estimation for investments at fair
value
The Company's investments at fair value are not traded in active markets. Fair
value is calculated by discounting, at an appropriate discount rate, future
cash flows expected to be received by the Company's intermediate holdings. The
discounted cashflow models use observable data, to the extent practicable.
However, the key inputs require management to make estimates. Changes in
assumptions about these factors could affect the reported fair value of
investments.
The discount rates used in the valuation exercise represent the Investment
Manager's and the Board's assessment of the rate of return in the market for
assets with similar characteristics and risk profile. The discount rates are
reviewed quarterly and updated, where appropriate, to reflect changes in the
market and in the project risk characteristics.
Unless fixed under Power Purchase Agreements ("PPAs") or otherwise hedged, the
power prices used in the valuations are based on market forward prices in the
near-term, followed by an equal blend of up to two independent and widely used
market consultants' technology-specific capture price forecasts for each
asset. Power prices are updated quarterly in line with the release of updated
forecasts. There is inherent uncertainty in wholesale electricity price
projection.
Electricity output is based on specifically commissioned yield assessments
prepared by technical advisers. Each asset's valuation assumes a "P50" level
of electricity output, which is the estimated annual amount of electricity
generation that has a 50% probability of being exceeded - both in any single
year and over the long-term - and a 50% probability of being underachieved.
The P50 provides an expected level of generation over the long-term.
The short to medium-term inflation inputs used in the valuations are set in
reference to independent economic forecasts from a variety of third-party
sources. In the longer-term, an assumption is made that inflation will
increase at a long-term rate. The estimates and assumptions that are used in
the calculation of the fair values of investments are disclosed in Note 10.
The impact of physical and transition risks associated with climate change is
assessed on a project by project basis and factored into the underlying cash
flows as appropriate.
Further considerations on currency risks, interest rate risks, power price
risks, credit risks, and liquidity risks are detailed in Note 17.
Key judgement: Equity and debt investment in ORIT Holdings II Limited
The Company classifies its investments based on its business model for
managing those financial assets and the contractual cash flow characteristics
of the financial assets. The portfolio of assets is managed, and performance
is evaluated, on a fair value basis.
The Company is primarily focused on fair value information and uses that
information to assess the assets' performance and to make decisions. The
Company has not taken the option to irrevocably designate any equity
securities as fair value through other comprehensive income. The contractual
cash flows of the Company's debt securities are solely principal and interest,
however, these securities are not held for the purpose of collecting
contractual cash flows. The collection of contractual cash flows is only
incidental to achieving the Company's business model's objective.
Consequently, all investments are measured at fair value through profit or
loss.
The Company considers the equity and loan investments to share the same
investment characteristics and risks and they are therefore treated as a
single unit of account for fair value purposes (IFRS13) and a single class for
financial instrument disclosure purposes (IFRS9). As a result, the evaluation
of the performance of the Company's investments is done for the entire
portfolio on a fair value basis, as is the reporting to the key management
personnel and to the investors. In this case, all equity, derivatives and debt
investments form part of the same portfolio for which the performance is
evaluated on a fair value basis together and reported to the key management
personnel in its entirety.
Key judgement: Basis of non-consolidation
The Company has adopted the amendments to IFRS 10 which states that investment
entities should measure all of their subsidiaries that are themselves
investment entities at fair value (in accordance with IFRS 9 Financial
Instruments: Recognition and Measurement, and IFRS 13 Fair Value Measurement).
Under the definition of an investment entity, the Company should satisfy all
three of the following tests:
i. the Company obtains funds from one or more investors for the purpose
of providing those investors with investment management services;
ii. the Company commits to its investors that its business purpose is to
invest funds solely for returns from capital appreciation, investment income,
or both; and
iii. the Company measures and evaluates the performance of substantially
all of its investments on a fair value basis.
In assessing whether the Company meet the definition of an investment entity
set out in IFRS 10 the Directors note that:
i. the Company has multiple investors and obtains funds from a diverse
group of shareholders who would otherwise not have access individually to
invest in renewable energy infrastructure investments due to high barriers to
entry and capital requirements;
ii. the Company intends to hold its investments for the remainder of
their useful lives for the purpose of capital appreciation and investment
income. The portfolio of assets are expected to generate renewable energy
output for 30 to 40 years from their relevant commercial operation date and
the Directors believe the Company is able to generate returns to the investors
during that period; and
iii. the Company measures and evaluates the performance of all of its
investments on a fair value basis which is the most relevant for investors in
the Company. Management use fair value information as a primary measurement to
evaluate the performance of all of the investments and in decision making.
The Directors are of the opinion that the Company meets all the typical
characteristics of an investment entity and therefore meets the definition set
out in IFRS 10. The Directors are satisfied that investment entity accounting
treatment appropriately reflects the Company's activities as an investment
trust.
The Directors have also satisfied themselves that the Company's wholly owned
direct subsidiary, ORIT Holdings II Limited, meets the characteristics of an
investment entity. ORIT Holdings II Limited has one investor, ORIT, however,
in substance ORIT Holdings II Limited is investing the funds of the investors
of ORIT on its behalf and is effectively performing investment management
services on behalf of many unrelated beneficiary investors.
Being investment entities, ORIT and its wholly owned direct subsidiary, ORIT
Holdings II Limited are measured at fair value as opposed to being
consolidated on a line-by-line basis, meaning their cash, debt and working
capital balances are included in the fair value of investments rather than the
Group's current assets.
The Directors believe the treatment outlined above provides the most relevant
information to investors.
4. Material accounting policies
The material accounting policies applied in the preparation of these financial
statements are set out below. These policies have been consistently applied to
the current and comparative year.
(a) Financial instruments
Financial assets and financial liabilities are recognised in the Company's
Statement of Financial Position when the Company becomes a party to the
contractual provisions of the instrument. Financial assets are derecognised
when the contractual rights to the cash flows from the instrument expire or
the asset is transferred.
Financial assets
As an investment entity, the Company is required to measure its investments in
its wholly owned direct subsidiaries at fair value through profit or loss
('FVTPL'). As explained in note 3, The Company has made a judgement to fair
value both the equity and debt investments in its subsidiary together.
Subsequent to initial recognition, the Company measures its investments on a
combined basis at fair value. Valuation of development and early-stage assets
is considered in further detail in Note 16.
Regular purchases and sales of investments are recognised on the trade date,
being the date on which the Company commits to purchase or sell the
investment. Investments at FVTPL are initially recognised at fair value.
Transaction costs are expensed as incurred within the Statement of
Comprehensive Income. Investments are derecognised when the right to receive
cash flows from the investments have expired or the Company has transferred
substantially all risks and rewards of ownership. Subsequent to initial
recognition, all financial assets and financial liabilities at FVTPL are
measured at fair value. Gains and losses arising from changes in the fair
value of investments at FVTPL are included in the Statement of Comprehensive
Income in the year which they arise.
Trade and other receivables are non interest bearing and short-term in nature.
Accordingly, they are initially recognised at fair value and subsequently at
amortised cost.
Cash and cash equivalents may comprise cash and demand deposits which are
readily convertible to a known amount of cash and are subject to insignificant
risk of changes in value. The carrying amount of these represents their fair
value.
Financial liabilities and equity
Debt and equity instruments are classified as either financial liabilities or
as equity in accordance with the substance of the contractual arrangement.
The Company's financial liabilities include trade and other payables and
monetary liabilities which are non-interest bearing and short-term in nature.
Accordingly, they are initially recognised at fair value and subsequently at
amortised cost.
The Company derecognises financial liabilities when, and only when, the
Company's obligations are discharged, cancelled or they expire.
The Company's shares are classified as equity. An equity instrument is any
contract that evidences a residual interest in the assets of an entity after
deducting all of its liabilities.
Shares issued by the Company are recognised at the proceeds received, net of
direct issue costs. Share issue costs are charged to share premium.
(b) Expenses
All expenses are accounted for on an accruals basis. Expenses are allocated
wholly to revenue with the following exceptions:
• The investment management fee is allocated 75% to revenue and 25%
to capital in line with the Board's expected long-term split of revenue and
capital return from the Company's investment portfolio; and
• Transaction costs, including costs of aborted transactions,
relating to the purchase or sale of investments, are charged to capital.
(c) Investment income
Investment income comprises interest and dividends receivable from the
Company's subsidiaries. Interest income is recognized in the Statement of
Comprehensive Income using the effective interest method. Dividends receivable
are recognised when the Company's entitlement to receive payment is
established.
(d) Taxation
The tax charge for the year is based on amounts expected to be received or
paid.
Investment trusts which have approval under Section 1158 of the Corporation
Tax Act 2010 are not liable for taxation on capital gains. The Company has
successfully applied and has been granted approval as an Investment Trust by
HMRC.
Deferred tax is provided on all timing differences that have originated but
not reversed by the accounting date. Deferred tax liabilities are recognised
for all taxable timing differences but deferred tax assets are only recognised
to the extent that it is probable that taxable profits will be available
against which those timing differences can be utilised.
Deferred tax is measured at the tax rate which is expected to apply in the
periods in which the timing differences are expected to reverse, based on tax
rates that have been enacted or substantively enacted at the balance sheet
date and is measured on an undiscounted basis.
Any tax relief obtained on expenses allocated to capital is credited to the
capital account in accordance with the requirements of the SORP.
The underlying intermediate holding companies and project companies in which
the Company invests, provide for and pay taxation at the appropriate rates in
the countries in which they operate. This is taken into account when assessing
the value of the subsidiaries.
(e) Value added tax (VAT)
Expenses are disclosed inclusive of any related irrecoverable VAT.
(f) Foreign currency
The Company's share capital is denominated in sterling and this is the
currency in which its shareholders operate and expenses are generally paid.
The Board has therefore determined that sterling is the functional currency
and the currency in which the financial statements are presented. Amounts have
been rounded to the nearest thousand.
Transactions denominated in foreign currencies are translated into sterling at
actual exchange rates as at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies at the year end are reported at
the rates of exchange prevailing at the year end. Any gain or loss arising
from a change in exchange rates subsequent to the date of the transaction is
included as an exchange gain or loss to capital or revenue in the Statement of
Comprehensive Income as appropriate. Foreign exchange movements on investments
are included in the Capital account of the Statement of Comprehensive Income.
(g) Dividends payable
Final dividends payable are recognised in the financial statements when they
have been approved by shareholders via an ordinary resolution and become a
liability of the Company. Interim dividends are recognised in the period in
which they are paid.
(h) Treasury shares
Treasury shares represent shares repurchased by the Company and do not carry
voting rights and are not entitled to dividends. The cost of repurchasing the
Company's shares into treasury, including the related stamp duty and
transaction costs is dealt with in the Statement of Changes in Equity and is
charged to "Special reserve". Share repurchase transactions are accounted for
on a trade date basis.
(i) Segmental reporting
The Board is of the opinion that the Company is engaged in a single segment of
business, being investment in renewable energy infrastructure assets to
generate investment returns whilst preserving capital. The financial
information used by the Board to manage the Company presents the business as a
single segment.
(j) Adoption of new and revised International Financial Reporting Standards
New standards, amendments and interpretations that have become effective for
periods beginning on or after 1 January 2025.
There are no new standards, amendments and interpretations that have become
effective during the year that had a material effect on the financial
statements of the Company.
New standards, amendments and interpretations that have been issued but which
are not yet effective.
At the date of authorisation of these financial statements, the following
revised International Financial Reporting Standards were in issue but not yet
effective:
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18, issued in April 2024, and adopted for use in the UK in December 2025,
replaces IAS 1 and is effective for annual periods beginning on or after 1
January 2027. The standard introduces a more structured statement of profit or
loss, including mandatory categories and subtotals, and new disclosure
requirements for management-defined performance measures.
The Company is an investment trust holding renewable infrastructure assets
measured at fair value. Under IFRS 18, dividend income and fair value
movements on investments are expected to be presented within the investing
category, while administrative and management expenses will primarily be
presented within operating activities. As a result, the Company's operating
profit is expected to decrease significantly compared with current
presentation, and may be negative in some periods.
The adoption of IFRS 18 will not affect the Company's net asset value, total
profit, or cash flows, but will change the presentation of performance in the
primary financial statements. The Company also expects additional disclosure
requirements to apply to its adjusted performance measures.
The Company is currently assessing the detailed impact of IFRS 18. At this
stage, it is not practicable to quantify the impact on the comparative
information.
Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and
IFRS 7)
The amendments, issued in December 2024, and adopted for use in the UK in July
2025, clarify the accounting for certain contracts referencing electricity
generated from renewable sources and introduce related disclosure
requirements. The amendments are effective for annual periods beginning on or
after 1 January 2026.
The Company is an investment entity under IFRS 10 and measures all investments
at fair value through profit or loss. It does not enter into power purchase
agreements or similar contracts within the scope of these amendments.
Accordingly, the Directors do not expect the adoption of these amendments to
have a material impact on the Company's financial statements.
Annual Improvements to IFRS Accounting Standards - Volume 11
The annual improvements, issued in 18 July 2024, and adopted for use in the UK
in February 2025, contains a set of minor amendments to multiple IFRS
Accounting Standards. These amendments are effective for annual periods
beginning on or after 1 January 2026. The Directors do not expect these annual
improvements to have a material impact on the Company's financial statements.
Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of Financial
Instruments
The amendments, issued in May 2024, and adopted for use in the UK in April
2025, clarify certain aspects of the classification and measurement
requirements of IFRS 9 and introduce related disclosure requirements in IFRS
7. The amendments are effective for annual periods beginning on or after 1
January 2026.
The Company is an investment entity and measures all investments at fair value
through profit or loss. It does not hold financial assets whose classification
or measurement would be affected by these amendments. Accordingly, the
Directors do not expect the adoption of these amendments to have a material
impact on the Company's financial statements.
IFRS 19 Subsidiaries without Public Accountability: Disclosures
IFRS19, issued in May 2024, has not, as of 31 December 2025, been endorsed for
use in UK-adopted IFRS. If adopted, this will be effective for annual periods
beginning on or after 1 January 2027. The Standard provides an optional
reduced disclosure framework for subsidiaries without public accountability,
that elect to apply IFRS 19, instead of the full disclosure requirements in
other IFRS Standards.
The Company is not within the scope of IFRS 19 given its status as a publicly
traded entity and accordingly, the Directors do not expect the potential
future adoption of IFRS 19 to have a material impact on the Company's
financial statements.
5. Income from investments
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Dividends from investments 18,000 17,000
Interest from investments 24,842 25,541
Total income from investments 42,842 42,541
6. Operating expenses
Year ended 31 December 2025 Year ended 31 December 2024
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Investment management fees(1) 3,638 1,213 4,851 4,104 1,368 5,472
Auditors' remuneration for the audit of the Company's annual financial 340 - 340 319 - 319
statements(2)
Directors' fees(3) 293 - 293 252 - 252
Other operating expenses 975 - 975 992 - 992
Total operating expenses 5,246 1,213 6,459 5,667 1,368 7,035
1 Details of transactions with the Investment Manager are given in
note 18 on page 108.
2 In addition to the fees disclosed above, fees amounting to
£212,000 (2024: £198,000) are payable to the Company's auditors in respect
of statutory audit services provided to unconsolidated subsidiaries.
3 The Company has no employees. Details of Directors' remuneration
are given in the Directors' Remuneration Report on page 74 to 78.
7. Taxation
(a) Analysis of tax charge/(credit) in the year
Year ended 31 December 2025 Year ended 31 December 2024
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Corporation tax 304 (304) - 342 (342) -
Tax charge/(credit) in the year 304 (304) - 342 (342) -
The Company has no corporation tax liability for the year ended 31 December
2025 (2024: nil)
(b) Factors affecting tax charge/(credit) for the year
The Company's applicable rate of corporation tax for the year is 25% (2024:
25%). The tax charge/(credit) differs (2024: differs) from the charge/(credit)
resulting from applying the applicable corporation tax rate. The differences
are explained below:
Year ended 31 December 2025 Year ended 31 December 2024
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Profit/(loss) before taxation 37,799 (60,750) (22,951) 37,175 (25,398) 11,777
Corporation tax at 25% (2024: 25%) 9,450 (15,188) (5,738) 9,294 (6,350) 2,944
Effects of:
Expenses not deductible for tax purposes - 14,884 14,884 - 6,008 6,008
Income not taxable (4,500) - (4,500) (4,250) - (4,250)
Dividends designated as interest distributions (4,647) - (4,647) (4,706) - (4,706)
Movement in deferred tax not recognised 1 - 1 4 - 4
Total tax charge/(credit) for the year 304 (304) - 342 (342) -
The Directors are of the opinion that the Company has complied with the
requirements for maintaining investment trust status for the purposes of
section 1158 of the Corporation Tax Act 2010. This allows certain capital
profits of the Company to be exempt from UK tax.
The Company may designate dividends wholly or partly as interest distributions
for UK tax purposes. Interest distributions are treated as tax deductions
against taxable income of the Company so that investors do not suffer double
taxation on their returns.
Any tax relief obtained on expenses allocated to capital is credited to the
capital account.
The financial statements do not directly include the tax charges for the
Company's intermediate holding company or other subsidiaries as these are held
at fair value. Each of these companies are subject to taxes in the countries
in which they operate.
The Company has an unrecognised deferred tax asset of £18,000 (2024:
£17,000) based on excess management expenses of £70,000 (2024: £66,000) at
the prospective UK corporation tax rate of 25% (2024: 25%). A deferred tax
asset has not been recognised in respect of these management expenses and will
be recoverable only to the extent that the Company has sufficient future
taxable profits.
8. Dividends
The following dividends were paid in the year:
Year ended Year ended
31 December 2025
31 December 2024
Pence per Total Pence Total
share £'000 per share £'000
£'000 £'000
Q4 2024 dividend paid on 28 February 2025 (2024: 23 February 2024) 1.51 8,380 1.45 8,191
Q1 2025 dividend paid on 30 May 2025 (2024: 31 May 2024) 1.54 8,467 1.50 8,475
Q2 2025 dividend paid on 29 August 2025 (2024: 30 August 2024) 1.54 8,280 1.51 8,493
Q3 2025 dividend paid on 28 November 2025 (2024: 29 November 2024) 1.54 8,124 1.50 8,377
6.13 33,251 5.96 33,536
The Company was granted status as an investment trust company by HMRC
effective from 1 September 2020, and intends to continue to meet the minimum
distribution requirements of Section 1158, in order to retain that status.
Those requirements are considered on the basis of dividends declared in
respect of the financial year as shown below.
The revenue available for distribution by way of dividend for the year is
£37,495,000 (2024: £36,833,000).
Year ended Year ended
31 December 2025
31 December 2024
Pence per Total Pence Total
share
per share
£'000 £'000
£'000
£'000
Q1 2025 dividend paid on 30 May 2025 (2024: 31 May 2024) 1.54 8,467 1.50 8,475
Q2 2025 dividend paid on 29 August 2025 (2024: 30 August 2024) 1.54 8,280 1.51 8,493
Q3 2025 dividend paid on 28 November 2025 (2024: 29 November 2024) 1.54 8,124 1.50 8,377
Q4 2025 dividend paid on 27 February 2026 (2024: 28 February 2025) 1.55 8,177 1.51 8,379
6.17 33,048 6.02 33,724
A final dividend of 1.55p (2024: 1.51p) per share, amounting to £8,177,000
(2024: £8,379,000), has been declared payable in respect of Q4 2025. This
dividend was paid on 27 February 2026 to shareholders on the register on
13 February 2026.
9. Earnings/(losses) per share
Year ended Year ended
31 December 31 December
2025 2024
Revenue profit after taxation (£'000) 37,495 36,833
Capital loss after taxation (£'000) (60,446) (25,056)
Total (loss)/profit after taxation (£'000) (22,951) 11,777
Weighted average number of shares in issue during the year 541,981,848 562,473,374
Revenue earnings per share 6.92p 6.55p
Capital losses per share (11.15)p (4.45)p
Total (losses)/earnings per share (4.23)p 2.10p
There are no diluted returns per share as there are no dilutive or potentially
dilutive instruments in issue.
10. Investments at fair value through profit or loss
(a) Changes in the valuation of the Company's direct holding in its
subsidiary, ORIT Holdings II Limited ("the subsidiary").
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Opening balance of the subsidiary at fair value 561,296 592,121
Additional investment in intermediate holding companies 357 577
Distributions received (59,528) (49,913)
Investment income 42,842 42,541
Movement in fair value (59,537) (24,030)
Closing balance of the subsidiary at fair value 485,430 561,296
The additional investment in the intermediate holding companies includes
acquisition costs associated with the purchase of the portfolio of assets
totalling £nil (2024: £nil), which have been expensed to the profit and loss
accounts of the intermediate holding companies and £357,000 (2024: £577,000)
of other expenses paid by the Company on behalf of the intermediate holdings
companies.
(b) Reconciliation of movement in the fair value of the Company's underlying
portfolio of investments
The table below shows the movement in the fair value of the Company's
investments. These assets are held through intermediate holding companies.
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Opening balance 699,604 705,970
Portfolio of assets acquired 18,521 104,229
Asset disposals (70,385) (62,077)
Distributions received from investments (57,326) (69,006)
Movement in fair value of investments 12,781 20,488
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Fair value of the underlying portfolio of investments at the
end of the year 603,195 699,604
Cash held in the intermediate holding companies 1,781 7,075
Bank loans held by the intermediate holding companies (116,198) (151,243)
Fair value of other net assets/(liabilities) held by the intermediate (3,348) 5,860
companies
Fair value of the Company's investments at the end of the year 485,430 561,296
Of the £57.3 million (2024: £69.0 million) distributions received from
investments, £39.1 million (2024: £43.7 million) was received from
investments in the UK and £18.2 million (2024 £25.3 million) from European
investments.
On 30 December 2025, the Company completed the sale of its entire 51% stake in
the Crossdykes wind farm, alongside the sale of 49% of its stake in the Breach
solar farm, both in the UK. ORIT received proceeds of approximately £64.9
million, realising a £0.4 million premium over the holding value of the
assets at the time of sale.
On 27 October 2025, the Company completed the sale of its entire 25% stake in
Hyro Energy, realising proceeds of approximately £2.6 million, in line with
ORITs holding value of the investment at the time of sale. The transaction
includes contingent consideration of up to £2 million contingent on delivery
of key construction milestones for Hyro's first project. This will be
recognised in future periods as it is realised.
On 31 October 2025, the Company received proceeds of approximately £2.9
million following the sale by Simply Blue Holdings of an 80% stake in its
offshore wind development arm. This transaction was in line with ORITs holding
value of the investment at the time of sale. The transaction includes
contingent consideration related to key milestones being achieved by floating
offshore wind development projects. This will be recognised in future periods
as it is realised.
The Directors have satisfied themselves as to the methodology used, the
discount rates applied and the valuation. All operational investments are in
renewable energy assets and are valued using a discounted cash flow
methodology. This is done using a blended discount rate and the value
attributed to loan investments represents their face value, with the residual
value attributed to equity investments. As explained in Note 3, the equity and
debt instruments are valued as a whole.
Fair value of portfolio of assets
The following assumptions were used in the discounted cash flow valuations:
As at As at
31 December 2025 31 December 2024
UK RPI (year-on-year) 3.25% to 2029 and 3.0% to 2029 and
then 2.25% from 2030
then 2.25% from 2030
onwards
onwards
UK RPI (annual average) 3.25% to 2029 and 3.0% to 2029 and
then 2.25% from 2030
then 2.25% from 2030
onwards
onwards
UK - corporation tax rate 25.00% 25.00%
Ireland - long-term inflation rate 2.00% 2.00%
Ireland - corporation tax rate 12.50% 12.50%
France - long-term inflation rate 2.00% 2.00%
France - corporation tax rate 25.00% 25.00%
Finland - long-term inflation rate 2.00% 2.00%
Finland - corporation tax rate 18.00% 20.00%
Germany - long-term inflation rate 2.00% 2.00%
Germany - corporation tax rate 15.83% 15.83%
Sterling/Euro exchange rate 1.1463 1.2115
Energy yield assumptions P50 case P50 case
Other key assumptions include:
Power price forecasts
Unless fixed under PPAs or otherwise hedged, the power price forecasts used in
the valuations are based on market forward prices in the near-term, followed
by an equal blend of two independent and widely-used market expert
consultants' relevant technology-specific capture price forecasts for each
asset. Further information on the impact of power prices over the year is
provided in the Portfolio Valuation section of the Investment Manager's report
on page 41.
Asset lives
The length of the period of operations assumed in the valuation is determined
on an asset-by-asset basis taking into account the lease agreements, permits
or planning permissions in place as well as any extension rights, renewal
regimes or wider policy considerations, together with the technical
characteristics of the asset.
Decommissioning costs
Where applicable, the present value of the estimated costs to restore the land
back to its original use are included in the valuations as a cash outflow at
the end of the asset life.
Fair value of intermediate holding companies
The other net assets in the intermediate holding companies substantially
comprise working capital balances, for which the carrying value is deemed to
be a reasonable approximation of fair value.
Details of key assumption sensitivities to fair values are included in Note
17.
11. Trade and other receivables
31 December 31 December
2025 2024
£'000 £'000
Prepayments and other receivables 92 23
12. Trade and other payables
31 December 31 December
2025 2024
£'000 £'000
Accrued expenses 1,497 2,801
13. Share capital
Changes in called-up share capital during the year were as follows:
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Ordinary shares of 1p each, allotted, called-up and fully paid
Opening balance of shares of 1p each, excluding shares held in treasury 5,557 5,649
Repurchase of shares into treasury (281) (92)
Subtotal of shares of 1p each, excluding shares held in treasury 5,276 5,557
Shares held in treasury 373 92
Closing balance of shares of 1p each, including shares held in treasury 5,649 5,649
Changes in the numbers of shares in issue during the year were as follows:
Year ended Year ended
31 December 31 December
2025 2024
Opening balance of shares in issue, excluding shares held in treasury 555,658,774 564,927,536
Repurchase of shares into treasury (28,081,835) (9,268,762)
Closing balance of shares in issue, excluding shares held in treasury 527,576,939 555,658,774
Closing balance of shares held in treasury 37,350,597 9,268,762
Closing balance of shares in issue, including shares held in treasury 564,927,536 564,927,536
During the year, the Company made market purchases of 28,081,835 (2024:
9,268,762) of its own shares, nominal value £280,818 (2024: £92,687), to
hold in treasury, representing 5.1% (2024: 1.6%) of the shares outstanding at
the beginning of the year. The total consideration paid for these shares,
including transaction costs, amounted to £19,368,000 (2024: £6,910,000). The
reason for these purchases was to seek to manage the volatility of the share
price discount to net asset value per share and to provide a degree of
liquidity to the market.
14. Reserves
Capital reserves
Investment
Other holding
Share Special capital gains and Revenue
premium(1) reserve(2) reserve(3) losses(4) reserve(5)
£'000 £'000 £'000 £'000 £'000
Opening balance at 1 January 2025 217,283 332,590 (7,287) (4,013) 26,148
Repurchase of the Company's own shares into treasury - (19,201) - - -
Costs of share repurchases - (167) - - -
Net movement in investment holding gains and losses - - - (59,537) -
Investment management fees allocated to capital - - (1,213) - -
Tax relief on expenses allocated to capital - - 304 - -
Revenue profit for the year - - - - 37,495
Dividends paid in the year - - - - (33,251)
Closing balance at 31 December 2025 217,283 313,222 (8,196) (63,550) 30,392
1 The share premium is a non distributable reserve and represents
the amount by which the fair value of the consideration received from shares
issued exceeded the nominal value of shares issued.
2 Following admission of the Company's Ordinary Shares to trading on
the London Stock Exchange, the Directors applied to the Court and obtained a
judgement on 18 February 2020 to cancel an amount standing to the credit of
the share premium account of the Company. As stated by the Institute of
Chartered Accountants in England and Wales ("ICAEW") and the Institute of
Chartered Accountants in Scotland ("ICAS") in the technical release TECH
02/17BL, The Companies (Reduction of Share Capital) Order 2008 SI 2008/1915
("the Order") specifies the cases in which a reserve arising from a reduction
in a company's capital (i.e., share capital, share premium account, capital
redemption reserve or redenomination reserve) is to be treated as a realised
profit as a matter of law. The Order also disapplies the general prohibition
in section 654 on the distribution of a reserve arising from a reduction of
capital. The Order provides that if a limited company having a share capital
reduces its capital and the reduction is confirmed by order of court, the
reserve arising from the reduction is treated as a realised profit unless the
court orders otherwise. The amount of the share premium account cancelled and
credited to the Company's Special reserve was £339.5 million, which can be
utilised to fund share buybacks or distributions by way of dividends to the
Company's shareholders. As at 31 December 2025, the Company had a special
reserve remaining of £313.2 million. The reduction of £19.4 million (2024:
£6.9 million) in the year ended 31 December 2025 represents the total cost of
share buybacks (inclusive of stamp duty and associated fees).
3 This is a realised capital reserve. A positive balance on this
reserve may be used to repurchase the Company's own shares or distributed as
dividends.
4 This is a non distributable reserve comprising net unrealised
losses on the Company's investment in its subsidiary.
5 The revenue reserve may be distributed as dividends or used to
repurchase the Company's own shares.
15. Net asset value ("NAV") per share
31 December 31 December
2025 2024
Total Shareholders' Equity (£'000) 494,800 570,370
Closing balance of shares in issue, excluding shares held in treasury 527,576,939 555,658,774
NAV per share 93.79p 102.65p
16. Financial instruments by category
As at 31 December 2025
Financial Financial Financial liabilities at amortised Total
assets at amortised
assets at
cost
£'000
cost
fair value through
£'000
£'000
profit or loss £'000
Non-current assets
Investments at fair value through profit or loss - 485,430 - 485,430
Current assets
Trade and other receivables 92 - - 92
Cash and cash equivalents 10,775 - - 10,775
Total assets 10,867 485,430 - 496,297
Current liabilities
Trade and other payables - - (1,497) (1,497)
Total liabilities - - (1,497) (1,497)
Net assets 10,867 485,430 (1,497) 494,800
As explained in Note 3, the Company values its investments as a whole. In the
tables above the total figure of £485.4 million for financial assets at fair
value through profit or loss represents the combined value of debt and equity
investments. Investments at fair value through profit and loss takes into
account additions and disposals in the year.
As at 31 December 2024
Financial
assets at
Financial fair value Financial
assets at through liabilities at
amortised profit or amortised
cost loss cost Total
£'000 £'000 £'000 £'000
Non-current assets
Investments at fair value through profit or loss - 561,296 - 561,296
Current assets
Trade and other receivables 23 - - 23
Cash and cash equivalents 11,852 - - 11,852
Total assets 11,875 561,296 - 573,171
Current liabilities
Trade and other payables - - (2,801) (2,801)
Total liabilities - - (2,801) (2,801)
Net assets 11,875 561,296 (2,801) 570,370
As explained in Note 3, the Company values its investments as a whole. In the
tables above of the total figure of £561.3 million for financial assets at
fair value through profit or loss, £506.5 million relates to the face value
of debt investments. Investments at fair value through profit and loss takes
into account additions and disposals in the year.
The Company's financial instruments that are held at fair value comprise its
investment portfolio. Other financial instruments held by the Company
comprising cash and cash equivalents, receivables and payables, are held at
amortised cost.
IFRS 13 requires the Company to classify its investments in a fair value
hierarchy that reflects the significance of the inputs used in making the
measurements. IFRS 13 establishes a fair value hierarchy that prioritises the
inputs to valuation techniques used to measure fair value. The three levels of
fair value hierarchy under IFRS 13 are as follows:
Level 1 - valued using quoted prices in active markets.
Level 2 - valued by reference to valuation techniques using observable inputs
other than quoted market prices included within Level 1.
Level 3 - valued by reference to valuation techniques using inputs that are
not based on observable market data.
Categorisation within the hierarchy has been determined on the basis of the
lowest level input that is significant to the fair value measurement of the
relevant asset.
Details of the valuation techniques used by the Company are given in Note 3 on
page 94. At 31 December 2025, the Company's investment portfolio, held at fair
value through profit and loss, was categorised as follows:
31 December 31 December
2025 2024
£'000 £'000
Level 1 - -
Level 2 12,491 10,496
Level 3 472,939 550,800
Total 485,430 561,296
There have been no transfers between Levels 1, 2 or 3 during the year.
Included within investments at fair value through profit or loss is an amount
of £5.0 million in relation to derivative options associated with a
conditional acquisition in Ireland (2024: £nil) recognised in an intermediate
holding company.
Reconciliation of fair value measurement of financial assets and liabilities
An analysis of the movement between opening to closing balances of the
investments at fair value through profit or loss is given in Note 10. The fair
value of the investments at fair value through profit or loss includes the use
of Level 3 inputs. Refer to Note 10 for details on the valuation methodology.
Valuation sensitivities of key assumptions are included in Note 17.
Fair value calculation of Level 3 investments
All investments are in renewable energy assets and are valued using a
discounted cash flow methodology. This is done using a blended discount rate
and the value attributed to debt investments represents their face value, with
the residual value attributed to equity investments. The discount rate (cost
of equity) applied to the portfolio of assets ranges from 6.5% to 8.3%. For
development and early-stage assets, investment values are held at cost or
Price of Recent Investment for up to one year from the initial or most recent
investment, provided there are no material changes to the business plan set at
acquisition. After this period, a detailed evaluation of the portfolio
investments will be performed on a semi-annual basis, during which any
material changes to the investments shall be thoroughly assessed through
Octopus Energy Generation's Framework for evaluating early-stage investments.
The Directors have satisfied themselves as to the methodology used, the
discount rates applied and the valuation. All operational investments are in
renewable energy assets and are valued using a discounted cash flow
methodology. As explained in Note 3, the equity and debt instruments are
valued as a whole.
17. Financial instruments' exposure to risk and risk management policies
The investment objective is set out on page 1 of this report. In pursuing this
objective, the Company is exposed to a variety of financial risks that could
result in a reduction in the Company's net assets or a reduction in the
profits available for dividends. These financial risks include market risk
(comprising discount rate risk, inflation rate risk, power price risk,
generation risk, foreign exchange risk and interest rate risk), liquidity risk
and credit risk. The Directors' policy for managing these risks is set out
below. The Board coordinates the Company's risk management policy.
The objectives, policies and processes for managing the risks and the methods
used to measure the risks that are set out below, have not changed from those
applying in the comparative year.
The Company's classes of financial instruments comprise investments in
renewable energy assets, short-term debtors, creditors and cash arising from
its operations.
(a) Market risk
The fair value or future cash flows of a financial instrument held by the
Company may fluctuate because of changes in market conditions. This market
risk comprises a number of elements including: discount rate risk, inflation
risk, power price risk, generation risk, foreign exchange risk and interest
rate risk. Information to enable an evaluation of the nature and extent of
these elements of market risk is given in parts (i) to (vi) of this note,
together with sensitivity analyses where appropriate. The Board reviews and
agrees policies for managing these risks and these policies have remained
unchanged from those applying in the comparative year. The Manager assesses
the exposure to market risk when making each investment decision and monitors
the overall level of market risk on the whole of the investment portfolio on
an ongoing basis.
(i) Discount rate risk
The discount rate is considered the most significant unobservable input
through which an increase or decrease would have a material impact on the fair
value of the investments at fair value through profit or loss.
An increase of 0.5% in the discount rate (levered cost of equity) would cause
a decrease in total portfolio value of 4.7p per Ordinary Share (5.0% decrease)
and a decrease of 0.5% in the discount rate would cause an increase in total
portfolio value of 5.2p per Ordinary Share (5.5% increase).
(ii) Inflation risk
The sensitivity of the investments to movement in inflation rates is as
follows:
A decrease of 0.5% in the inflation rate would cause a decrease in total
portfolio value amounting to 4.2p (4.5%) per share and a 0.5% increase in the
inflation rate would cause an increase in total portfolio value amounting to
4.6p (4.9%) per share.
(iii) Power price risk
The wholesale market price of electricity and gas is volatile and is affected
by a variety of factors, including market demand for electricity and gas, the
generation mix of power plants, government support for various forms of power
generation, as well as fluctuations in the market prices of commodities and
foreign exchange. Whilst some of the Company's renewable energy projects
benefit from fixed prices, others have revenue which is in part based on
wholesale electricity and gas prices. The Investment Manager continually
monitors energy price forecasts and aims to put in place mitigating
strategies, such as hedging arrangements or fixed PPA contracts to reduce the
exposure of the Company to this risk. The sensitivities of the investments to
movement in power prices are as follows:
A decrease of 10% in power price would cause a decrease in the total portfolio
value of 9.2p (9.9%) per share and an increase of 10% in power price would
cause an increase in the total portfolio value of 9.4p (10.0%) per share.
(iv) Generation risk
Wind and solar assets are subject to power generation risks. The sensitivities
of the investments to movement in level of power output are as follows:
The fair value of the investments is based on a "P50" level of power output
being the expected level of generation over the long-term. An assumed "P90"
level of power output (i.e. a level of generation that is below the "P50",
with a 90% probability of being exceeded) would cause a decrease in the total
portfolio value amounting to 14.4p (15.3%) per share. An assumed "P10" level
of power output (i.e. a level of generation that is above the "P50", with a
10% probability of being achieved) would cause an increase in the total
portfolio value amounting to 14.3p (15.3%) per share.
(v) Foreign exchange risk
Foreign currency risk is defined as the risk that the fair values of future
cashflows will fluctuate because of changes in foreign exchange rates. The
Company seeks to manage its exposure to foreign exchange movements to ensure
that (i) the sterling value of known future construction commitments is fixed;
(ii) sufficient near-term distributions from non‑sterling investments are
hedged to maintain healthy dividend cover; (iii) the volatility of the
Company's NAV with respect to foreign exchange movements is limited; and (iv)
all settlements and potential mark-to-market payments on instruments used to
hedge foreign exchange exposure are adequately covered by the Company's cash
balances and undrawn credit facilities. The sensitivity of the investments to
movement in foreign exchange rates is as follows:
If the euro were to weaken by 10% against sterling, this would cause a
decrease in total portfolio value amounting to 1.1p per (1.2%) per share and
conversely, if the euro were to strengthen by 10%, this would cause an
increase in total portfolio value amounting to 1.1p (1.2%) per share. Of the
portfolio as at 31 December 2025, 66% (2024: 58%) of the NAV is denominated
in non-sterling currencies.
(vi) Interest rate risk
The Company's interest rate risk on interest bearing financial assets is
limited to interest earned on cash and loan investments into project
companies, which yield interest at a fixed rate. The portfolio's cashflows are
continually monitored and reforecast, both over the near future and the
long-term, to analyse the cash flow returns from investments.
The Group may use borrowings to finance the acquisition of investments and the
forecasts are used to monitor the impact of changes in borrowing rates against
cash flow returns from investments, as increases in borrowing rates will
reduce net interest margins. The Group's policy is to ensure that interest
rates are sufficiently hedged to protect the Group's net interest margins from
significant fluctuations when entering into material medium/ long-term
borrowings. This includes engaging in interest rate swaps or other interest
rate derivative contracts.
At 31 December 2025 At 31 December 2024
Non- Non-
Interest interest Interest interest
bearing bearing Total bearing bearing Total
£'000 £'000 £'000 £'000 £'000 £'000
Investments at fair value through profit or loss 485,430 - 485,430 506,485 54,811 561,296
Trade and other receivables - 92 92 - 23 23
Cash and cash equivalents 10,775 - 10,775 11,852 - 11,852
Total assets 496,205 92 496,297 518,337 54,834 573,171
Trade and other payables - (1,497) (1,497) - (2,801) (2,801)
Total liabilities - (1,497) (1,497) - (2,801) (2,801)
In the table above, the interest bearing asset value for investments at fair
value through profit or loss relates to the fair value of loan investments.
The non-interest bearing asset value, for investments at fair value through
profit or loss, relates to the fair value of equity investments. This reduced
to £nil during the year ended 31 December 2025, as a result of the movement
in fair value of investments reported in the Statement of Comprehensive
Income.
(b) Credit risk
Credit risk is the risk that a counterparty of the Group will be unable or
unwilling to meet a commitment that it has entered into with the Group. The
credit standing of subcontractors is reviewed, and the risk of default
estimated for each significant counterparty position. Monitoring is ongoing,
and positions are reported to the Board on a quarterly basis. As at 31
December 2025 the Group has no credit risk exposures on a project exceeding 1%
of total value of all investments (2024: nil).
The Group 's investments enter into Power Price Agreements ("PPAs") with a
range of providers through which electricity is sold. The largest PPA provider
to the portfolio at 31 December 2025 was Microsoft Ireland Energy Limited who
provided PPAs to projects in respect of 22.7% of the portfolio by total value
of all investments (2024: Microsoft Ireland Energy Limited: 18%).
Credit risk also arises from cash and cash equivalents, derivative financial
instruments and deposits with banks and financial institutions. The Company
and its subsidiaries mitigate their risk on cash investments and derivative
transactions by only transacting with major international financial
institutions with high credit ratings assigned by international credit rating
agencies.
The Company has assessed IFRS 9's expected credit loss model and does not
consider it to have any material impact on these financial statements. No
trade and other receivables balances are credit-impaired at the reporting date
(2024: none).
(c) Liquidity risk
Liquidity risk is the risk that the Group may not be able to meet its
financial obligations as they fall due. The AIFM and the Board continuously
monitor forecast and actual cashflows from operating, financing, and investing
activities to consider payment of dividends, repayment of trade and other
payables or funding further investing activities. The Group ensures that it
maintains adequate reserves, banking facilities and reserve borrowing
facilities by continuously monitoring forecast and actual cash flows and
matching the maturity profiles of financial assets and liabilities.
The Group's investments are generally in private companies, in which there is
no active market. Therefore such investments would take time to realise, and
there is no assurance that the valuations placed on the investments would be
achieved from any such sale process.
Financial liabilities by maturity at the year end are shown below:
At 31 December At 31 December
2025 2024
Less than Less than
1 year Total 1 year Total
£'000 £'000 £'000 £'000
Trade and other payables (1,497) (1,497) (2,801) (2,801)
18. Related party transactions
AIFM and Investment Manager
The Company has appointed Octopus Energy AIF Management Limited to be the
Alternative Investment Fund Manager ("AIFM"). The AIFM has delegated portfolio
management services to Octopus Renewables Limited (trading as Octopus Energy
Generation), the Company's Investment Manager.
Up to 31 October 2025, The AIFM was entitled to a management fee of 0.95% per
annum of Net Asset Value of the Company up to £500 million and 0.85% per
annum of Net Asset Value in excess of £500 million, payable quarterly in
arrears. No performance fee is payable under the terms of the AIFM Agreement.
With effect from the 1 November 2025, the Company and the AIFM have agreed
that these percentage rates, rather than being applied to NAV on a standalone
basis, will be applied to an equal weighting of (i) the average of the closing
daily market capitalisation during each quarter and (ii) the published NAV for
that quarter.
The investment management fee payable in respect of the year amounted to
£4,851,000 (2024: £5,472,000), of which £1,035,000 (2024: £2,274,000) was
outstanding at the year end.
No Director of the Company served as a director of any member of the Octopus
Group at any time during the year, or prior year.
Subsidiaries
Interest receivable for the year from the Company's subsidiaries amounted to
£24,842,000 (2024: £25,541,000) of which £nil (2024: £nil) was outstanding
at the year end.
Directors
Details of the remuneration payable to Directors and Directors' shareholdings
are given in the Directors' Remuneration Report on pages 74 to 78. There have
been no other transactions with related parties during the year (2024: Nil).
19. Subsidiaries, joint ventures and associates
As a result of applying Investment Entities (Amendments to IFRS 10, IFRS 12
and IAS 27), no subsidiaries have been consolidated in these financial
statements. The Company's subsidiaries, joint ventures and associates, as at
31 December 2025, are listed below:
Name Category Place of business Registered office Ownership interest
ORIT Holdings II Limited Direct intermediate holdings UK A 100%
ORIT Holdings Limited Intermediate holdings UK A 100%
ORIT UK Acquisitions Limited Intermediate holdings UK A 100%
ORIT UK Acquisitions Midco Limited Portfolio-level holdings UK A 100%
Abbots Ripton Solar Energy Limited Project company UK A 100%
Chisbon Solar Farm Limited Project company UK A 100%
Jura Solar Limited Project company UK A 100%
Mingay Farm Limited Project company UK A 100%
NGE Limited Project company UK A 100%
Sun Green Energy Limited Project company UK A 100%
Westerfield Solar Limited Project company UK A 100%
Wincelle Solar Limited Project company UK A 100%
Solstice1A GmbH Portfolio-level holdings Germany C 100%
SolaireCharleval SAS Project company France D 100%
SolaireIstres SAS Project company France D 100%
SolaireCuges-Les-Pins SAS Project company France D 100%
SolaireChalmoux SAS Project company France D 100%
SolaireLaVerdiere SAS Project company France D 100%
SolaireBrignoles SAS Project company France D 100%
SolaireSaint-Antonin-du-Var SAS Project company France D 100%
Centrale Photovoltaique de IOVI 1 SAS Project company France D 100%
Centrale Photovoltaique de IOVI 3 SAS Project company France D 100%
Arsac 2 SAS Project company France D 100%
Arsac 5 SAS Project company France D 100%
SolaireFontienne SAS Project company France D 100%
SolaireOllieres SAS Project company France D 100%
Elysia SAS Portfolio-level holdings France E 100%
CEPE Cerisou Project company France F 100%
Cumberhead Wind Energy Limited Project company UK A 100%
ORIT Irish Holdings 2 Limited Portfolio-level holdings UK A 100%
ORIT Irish Holdings Limited Portfolio-level holdings UK A 100%
Ballymacarney Renewable Energy Limited Project company Ireland B 100%
Nordic Power Development Limited Portfolio-level holdings UK A 100%
Saunamaa Wind Farm Oy Project company Finland H 100%
Vöyrinkangas Wind Farm Oy Project company Finland H 100%
ORI JV Holdings Limited Portfolio-level holdings UK A 50%
Simply Blue Holdings Limited Portfolio-level holdings Ireland I 20%
ORI JV Holdings 2 Limited Portfolio-level holdings UK A 50%
South Kilbraur Wind Farm Limited Project company UK J 25%
Parc Ynni Banc Y Celyn Cyf Project company UK T 25%
Parc Ynni Calon Y Gwent Cyf Project company UK T 25%
Lairdmannoch Energy Park Limited Project company UK J 25%
Wind 2 Project 5 Limited Project company UK J 25%
Wind 2 Project 6 Limited Project company UK J 25%
Wind 2 Project 7 Limited Project company UK T 25%
Bwlch Gwyn Wind Farm Limited Project company UK T 25%
Kirkton Wind Farm Limited Project company UK J 25%
Windburn Wind Farm Limited Project company UK J 25%
ORI JV Holdings 3 Limited Portfolio-level holdings UK A 50%
Nordic Renewables Limited Portfolio-level holdings UK A 30%
Nordic Generation Limited Portfolio-level holdings UK O 30%
Nordic Generation Oy Project company Finland G 30%
Nordic Renewables Holdings 1 Limited Portfolio-level holdings UK A 30%
Haaponeva SPC Oy Project company Finland G 30%
BHill SPC Oy Project company Finland G 30%
Luola S SPC Oy Project company Finland G 30%
Mikkeli S SPC Oy Project company Finland G 30%
Eero S SPC Oy Project company Finland G 30%
S Tuuli SPC Oy Project company Finland G 30%
KNorgen SPC Oy Project company Finland G 30%
ORI JV Holdings 4 Limited Portfolio-level holdings UK A 50%
Gridsource (Woburn Rd) Limited Project company UK A 50%
Blota Germany GmbH Portfolio-level holdings Germany N 100%
Blota GP GmbH Portfolio-level holdings Germany M 100%
UKA Windenergie Leeskow GmbH Portfolio-level holdings Germany L 100%
UGE Leeskow Eins GmbH & Co. KG Umweltgerechte Energie Portfolio-level holdings Germany M 100%
Infrastrukturgesellschaft Leeskow mbH & Co. KG Project company Germany L 70%
Burwell 11 Solar Holdco Limited Portfolio-level holdings UK A 51%
Burwell 11 Solar Limited Project company UK A 51%
ORIT Lincs Holdco Limited Portfolio-level holdings UK A 100%
ORI Lincs Holdings Limited Portfolio-level holdings UK A 50%
Clyde SPV Limited Portfolio-level holdings UK K 50%
UK Green Investment Lyle Limited Portfolio-level holdings UK K 50%
Lincs Wind Farm (Holding) Limited Portfolio-level holdings UK P 15.5%
Lincs Wind Farm Limited Project company UK Q 15.5%
Trio Power Limited Portfolio-level holdings UK A 100%
Trio Power AssetCo 1 Limited Portfolio-level holdings UK A 100%
Trio West Springfield Solar LLP Project company UK A 100%
Trio Power AssetCo 2 Limited Portfolio-level holdings UK S 100%
Trio Dupplin Solar LLP Project company UK S 100%
ORI Canada Sustainable Fuels Holdings Limited Portfolio-level holdings Canada R 22.5%
4571820 Nova Scotia Limited Portfolio-level holdings Canada R 22.5%
4574030 Nova Scotia Limited Project company Canada R 22.5%
Registered offices:
A - Uk House, 5th Floor, 164-182 Oxford Street, London, United Kingdom,
W1D 1NN
B - 1 Stokes Place, St. Stephen's Green, Dublin 2, Dublin, D02 DE03,
Ireland
C - Maximilianstraße, 3580539 München, Germany
D - 52 Rue de la Victoire 75009, Paris, France
E - 4 Rue de Marivaux, 75002 Paris, France
F - Z.I de Courtine, 330 rue du Mourelet, 84000. Avignon, France
G - c/o Nordic Generation Oy, Tekniikantie 14, 02150 ESPOO
H - Teknobulevardi 3-5, 01530 Vantaa, Finland
I - Woodbine Hill, Kinsalebeg, Youghal, Co. Cork, Ireland
J - Wind 2 Office, 2 Walker Street, Edinburgh, Scotland, EH3 7LB
K - 8 White Oak Square, London Road, Swanley, Kent, United Kingdom, BR8
7AG
L - Dr.-Eberle-Platz 1, 01662 Meißen
M - Lena-Christ-Straße 2, 82031 Grünwald
N - Lorenzgasse 2a, 01662 Meißen
O - 26 Allonby Way, Aylesbury, England, HP21 7JA
P - 5 Howick Place, London, United Kingdom, SW1P 1WG
Q - 13 Queens Road, Aberdeen, Scotland, AB15 4YL
R - 1969 Upper Water Street, Suite 1300, Halifax, Nova Scotia, B3J 3R7
S - C/O Blc Energy Ltd, Mullion House Enterprise Park, Maidenplain Place,
Aberuthven, United Kingdom, PH3 1EL
T - Linden House Wrexham Road, Mold Business Park, Mold, Wales, CH7 1XP
20. Capital management objectives, policies and procedures
The Company's capital management objective is to ensure that the Company will
be able to continue as a going concern while maximising the return to equity
shareholders. The Company's investment objective is to provide investors with
an attractive and sustainable level of income returns, with an element of
capital growth, by investing in a diversified portfolio of Renewable Energy
Assets in the UK, Europe and Australia.
The Company considers its capital to comprise ordinary share capital, share
premium, special reserve and retained earnings. The Company is not subject to
any externally imposed capital requirements. The Company's total share capital
and reserves shown in the Statement of Financial Position are £494,800,000
(2024: £570,370,000).
The Company has implemented an efficient financing structure that enables it
to manage its capital effectively.
The Company's capital structure comprises entirely equity.
The Company's direct subsidiary, ORIT Holdings II Limited, at 31 December 2025
had a £150.0 million (2024: £270.8 million) revolving credit facility with
Allied Irish Banks, National Australia Bank, NatWest and Santander. The
facility was £39.9 million drawn as at 31 December 2025 (2024: £151.2
million).
The Board, with the assistance of the Investment Manager, monitors and reviews
the broad structure of the Company's capital on an ongoing basis. This review
includes:
• the planned level of gearing, which takes into account the
Investment Manager's views on the market;
• the need to buy back the Company's own shares for cancellation or
to hold in treasury, which takes into account the share price discount;
• the opportunity for issue of new shares; and
• the amount of dividends to be paid, in excess of that which is
required to be distributed.
21. Guarantees and uncalled capital commitments
The Company guarantees the foreign exchange hedges entered into by its
intermediate holding companies to enable it to minimise its exposure to
changes in underlying foreign exchange rates.
As at 31 December 2025, the Company has guarantees in respect of future
investment obligations associated with a conditional acquisition in Ireland of
£23.7 million (€27.1 million) (2024: £nil).
As at 31 December 2025 the Company's subsidiaries had future investment
obligations totalling £1.25 million (2024: £1.5 million) relating to final
wind farm post construction costs.
22. Events after the accounting date that have not been reflected in the
financial statements for the year
The Company declared an interim dividend on 2 February 2026 in respect of the
three months ended 31 December 2025 of 1.55 pence per Ordinary Share for
£8.177 million based on a record date of 13 February 2026, an ex-dividend
date of 12 February 2026 and the number of Ordinary Shares in issue being
527,576,939. This dividend was paid on 27 February 2026.
The Directors have evaluated the period since the accounting date and have not
noted any other events which have not been reflected in the financial
statements.
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Copyright 2019 Regulatory News Service, all rights reservedRecent news on Octopus Renewables Infrastructure Trust
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