Sdcl Efficiency Inc.: Results for the year ended 31 March 2026
25 June 2026
SDCL Efficiency Income Trust plc
("SEIT" or the "Company")
Announcement of Annual Results for the year ended 31 March 2026
SDCL Efficiency Income Trust plc (LSE: SEIT) ("SEIT" or the "Company") today announces its financial results for the year ended 31 March 2026.
There will be a virtual presentation for analysts and investors at 9.30am today. To register, please follow this link: SEIT 2026 Annual Results | SparkLive | LSEG
The Company's full Annual Report and Audited Financial Statements for the year ended 31 March 2026 can be found on the Company's website: https://www.seitplc.com/. This has also been submitted to the National Storage Mechanism and will be available shortly at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Summary
· 77.8 pence net asset value ("NAV") per share APM (31 March 2025: 90.6 pence); £844.5 million NAVAPM (31 March 2025: £983.6 million)
· £1,078.4 million Portfolio valuation APM (31 March 2025: £1,196.5 million)
· £84 million investment cash inflow from the portfolio APM (2025: £97 million)
· £51.7 million total dividends paid in respect of the year (2025: £68.4 million), with 1.0x dividend cash cover APM and comprising three interim dividends; no fourth interim dividend to be declared
· £233 million drawn under the Company's revolving credit facility ("RCF") at 31 March 2026 (31 March 2025: £234 million)
· £109 million of disposals (including ON Energy and post-year-end portfolio disposal, on an enterprise value basis)
· £45 million of disposal proceeds applied to repay drawings under the RCF
· £53.8 million invested into the current portfolio during the year (2025: £171.5 million)
· Post year end publication of a shareholder Circular proposing a managed wind-down of the Company and amendments to the investment policy, subject to shareholder approval
Alternative Performance Measure (APM): See Annual Report Glossary of Financial Alternative Performance Measures for further details on APMs used throughout the report.
Tony Roper, Chair of SEIT, said:
"The Board has taken a carefully considered approach to prioritising balance sheet resilience and liquidity, recognising the constraints the Company faces. Our focus is on delivering the managed wind-down in a disciplined and orderly manner, reducing debt and returning capital to shareholders as quickly as practicable. We remain confident in the underlying strength of the portfolio, and are committed to delivering cash returns, while ensuring the portfolio remains appropriately funded. We believe this approach will maximise value for shareholders."
Jonathan Maxwell, CEO of SDCL, the Investment Manager said:
"Our clear mission now is to deliver optimal value for money for shareholders in a sale of the portfolio as soon as practicable. As these results illustrate, the valuation of the portfolio significantly exceeds the market capitalisation of the company. In the meantime, and since the announcement of the wind down, steps have been taken to preserve cash for operations and service of financing in the short term. However, notwithstanding some financial and operational constraints, SEIT's assets generate cash and generally are performing in line with expectations. Accordingly, our objective is to make as much cash available for distribution to shareholders as possible, by any means available."
-ENDS-
For Further Information
SDCL Efficiency Income Trust
Tony Roper (Chair)
Via Cardew Group
Sustainable Development Capital LLP
Jonathan Maxwell
Eugene Kinghorn
Tamsin Jordan
Ben Griffiths
T: +44 (0) 20 7287 7700
Jefferies International Limited (Financial Adviser and Corporate Broker)
Paul Bundred
Gaudi Le Roux
Harry Randall-Knowles
T: +44 (0) 20 7029 8000
Cardew Group
Ed Orlebar
Henry Crane
T: +44 (0) 20 7930 0777
M: +44 (0) 7738 724 630
About SEIT
SDCL Efficiency Income Trust plc is a constituent of the FTSE 250 index. It was the first UK listed company of its kind to invest exclusively in the energy efficiency sector. Its projects are primarily located in North America, the UK and Europe and include, inter alia, a portfolio of cogeneration assets in Spain, a portfolio of commercial and industrial solar and storage projects in the United States, a regulated gas distribution network in Sweden, a portfolio of on-site energy recycling, cogeneration and process efficiency projects, servicing the largest steel blast furnace in the United States and a district energy system providing essential and efficient utility services on one of the largest business parks in the United States.
The Company aims to deliver shareholder value through its investment in a diversified portfolio of energy efficiency projects which are driven by the opportunity to deliver lower cost, cleaner and more reliable energy solutions to end users of energy.
Past performance cannot be relied on as a guide to future performance.
Further information can be found on the Company's website at www.seitplc.com.
Investment Manager
SEIT's investment manager is Sustainable Development Capital LLP ("SDCL"), an investment firm established in 2007, with a proven track record of investment in energy efficiency and decentralised generation projects in the UK, Continental Europe, North America and Asia.
SDCL is headquartered in London and also operates worldwide from offices in New York, Dublin, Hong Kong and Singapore. SDCL is authorised and regulated in the UK by the Financial Conduct Authority.
Further information can be found at www.sdclgroup.com.
SDCL Efficiency Income Trust plc
(formerly SDCL Energy Efficiency Income Trust plc)
Unlocking the world's most valuable energy resource: Efficiency
Highlights
of the year to 31 March 2026
Contracted cash flows and earnings
APM
Alternative Performance Measure: See Glossary of Financial Alternative Performance Measures for further details on APMs used throughout this report.
77.8p
Net asset value ("NAV") per shareAPM
31 March 2025: 90.6p
30 September 2025: 87.6p
£84m1
Investment cash inflow from the portfolioAPM
down 13% on a portfolio basisAPM
31 March 2025: £97m
4.8p
Aggregate dividendsAPM
per share paid
31 March 2025: 6.32p
1.0x
Dividend cash coverAPM
for three dividends paid in the twelve months ended
31 March 2026
31 March 2025: 1.0x for four dividends paid
£91m
Portfolio EBITDA
(2025 calendar year)
2024 calendar year: c.£86m
£87m
Loss before tax
(including £119m of unrealised losses from valuation)
31 March 2025: £70m profit
£1,078m
Portfolio ValuationAPM
31 March 2025: £1,197m
30 September 2025: £1,172m
£109m2
Disposals
From ON Energy and the
post-year-end portfolio disposal
872,838 tCO2e
Scope 4 emissions
from the Company's portfolio in Y/E 2025
Y/E 2024: 1,000,791 tCO2e
1. Excludes disposal proceeds and refinancing receipts but includes return of capital from certain projects including Onyx
2. Total transaction enterprise values including £4 million earnout and gross of all fees and permitted leakage.
Chair's Statement
Whilst the Company's underlying portfolio of investments has performed broadly in line with agreed budgets in the year, it has been another disappointing year overall for the Company. Our share price discount to NAV per share has persisted; we delivered a further negative total return based on a share price of -1.95%1 and the Company exceeded the gearing limit set out in its investment policy, as we reported in December.
As I noted in the Company's interim results in December, the Board and the Investment Manager have been actively considering options to find an alternative solution to the status quo that delivers value to all shareholders. This has included developing an alternative solution with the Investment Manager to help improve the share price discount to NAV following the Interims, the Board has also been heavily engaged with the Investment Manager in managing capital allocation tightly. The disposal flagged in the interims was signed and announced on 20 March 2026, with the portfolio sale to Kyotherm.
As announced in June 2025, the Company negotiated a revised fee arrangement with the Investment Manager which took effect from 1 October 2025. The fee is based on the average of NAV and market capitalisation and the Company had six months' benefit of this lower fee in the year.
Portfolio Performance
As I have noted, the portfolio continued to perform in line with expectations through the year, delivering an aggregate EBITDA of c.£91 million, up from c.£86 million in the prior year. Whilst there was growth in underlying earnings, aggregate cash receipts were c.£84 million in the year, down from c.£97 million in the prior year. This was due to debt requirements in some of the underlying investments and reinvestment of cash generated in underlying investments.
Portfolio performance is discussed in more detail in the Investment Manager's Report and the Portfolio Review sections later in this document.
Valuation and NAV Movement
SEIT's NAV per share at 31 March 2026 was 77.8 pence, representing a decline of approximately 14% (12.8 pence per share) over the year.
As in prior periods, valuations are prepared by the Investment Manager using consistent methodologies and processes and using assumptions based on current market conditions. The decline in NAV in the year was a function of (i) lower valuations generally; (ii) lower assumptions around rate of growth and development timing at Onyx and RED-Rochester; (iii) greater regulatory and policy uncertainty, mainly at Oliva, Driva and Primary Energy; and (iv) the capital constraints that the Company currently has, limiting its ability to continue to invest. There is more disclosure in the Strategic Report.
Market evidence suggests there are fewer transactions happening and private markets are taking more prudent views on valuing growth platforms than when markets were more buoyant. Whilst the decline in valuation is in line with the discount achieved on the portfolio sale to Kyotherm, it is not certain this can be extrapolated to the remaining portfolio as each investment has different characteristics, capital requirements and revenue drivers.
Capital Allocation and Gearing
During the year, the Board's capital allocation priorities remained clear: reduce gearing, improve portfolio liquidity and deliver shareholder value.
In this context, the disposal to Kyotherm of a diversified portfolio of operational and yielding assets (at an enterprise value up to c.£105 million, including a potential earnout of up to c.£4 million) was a tangible step towards reducing gearing, albeit executed at a discount of approximately 9% to its 30 September 2025 carrying value. The sale process took longer than anticipated and illustrated the time and resources required to make disposals (as the transaction comprised eleven separate disposals) at an acceptable valuation in the current market environment.
As I noted in the Company's Interim Report published on 8 December 2025, the Company had exceeded the 65% (of NAV) gearing limit set out in our investment policy, although there was no covenant breach on any debt facility. This led to a formal instruction being issued to the Investment Manager to prioritise disciplined cash management, restricting any further investments unless reviewed by the Board and putting the focus on achieving the disposal in a timely manner. We also reported that some cash inflows from underlying investments were a return of capital (as opposed to income), and this was particularly the case at Onyx.
With the disposal now complete and using the 31 March 2026 NAV, the total gearing (as a percentage of NAV) is c.75%. This remains above the current Investment Policy limit of 65% and so prevents the Company from making any follow-on investment.
Some of the Company's portfolio companies require ongoing investment and failure to do so will negatively impact their valuation. Whilst Onyx is the most material in this respect, some investment is needed for certain investments such as RED‑Rochester and Zood, together with some small existing capital commitments on certain investments, an example of which is Huntsman.
This issue was one consideration which led to the Board's decision to announce the wind-down.
Share Price Discount
As I note above, the persistent and material discount at which SEIT's shares have traded to prevailing net asset value has remained a central concern for the Board. Most UK alternative asset trusts have traded at discounts, reflecting an environment that has been shaped by interest rates, sentiment, liquidity and capital availability. SEIT's discount has been higher than the peer average in the last year. The Board is acutely aware of the frustration this has caused, particularly for longer‑standing shareholders, and it was another consideration in our decision to announce the managed wind-down proposal.
Shareholder Engagement and Strategic Review
Following the interim results and during Q1 this year, the Board made themselves available for individual meetings with a number of shareholders. Those discussions were constructive, open and valuable in informing the Board's deliberations. In all, I held over 20 shareholder meetings in the year.
The Board has been active in ensuring disciplined capital management and, as noted in the Company's announcement of 9 April 2026, has explored a range of options, including an option to become an integrated operating company with internalised management to improve medium to longer-term value prospects for shareholders as an energy services platform. This was discussed in detail with larger shareholders in early April 2026, and the conclusion was there was unlikely to be sufficient support to achieve the 75% vote in favour required if put formally to shareholders. A number of shareholders also expressed a desire for liquidity rather than improved prospects of medium to longer-term value creation. In light of this response and the Company's ongoing material share price discount to NAV, the Board concluded it was in the best interests of shareholders to pursue a managed wind-down, sell the portfolio of investments and return cash to shareholders. A shareholder circular (the "Shareholder Circular") was published on 16 June 2026 and the General Meeting will be held on 10 July 2026 to approve the necessary amendments to the Company's investment policy and the Articles.
Sale of the Investments and Managed Wind-Down
As I have explained above, the Board has concluded that pursuing a sale of the portfolio and a managed wind‑down is currently in the best interests of shareholders as a whole. The Board believes that this provides shareholders with a clearer path to a return of capital, notwithstanding the execution challenges of achieving this objective in a timely fashion in the current market environment.
The Board remains open to proposals for any, or all, of the assets of the Company's portfolio and will continue to assess all options to achieve a successful outcome in a timely manner. As the portfolio has a number of different types of investments, finding the right purchasers who have similar cost of capital and risk appetites will be key. The Board has retained the infrastructure team at Jefferies to provide independent advice and resources. Should entities connected to the Investment Manager make offers to acquire certain investments, appropriate procedures are in place to manage any conflicts and ensure all potential bidders are treated equally and fairly.
Dividends and Balance Sheet Priorities
During the year to 31 March 2026, the Company paid three interim dividends totalling 4.8 pence per share. Normally, the Company would declare a fourth interim dividend to be paid at the end of June, but in light of reduced cash inflows from the portfolio in the second half of the year due mainly to reduced receipts from Onyx and the continuing capital-constrained position the Company finds itself in, the Board reluctantly concluded that it was not appropriate to declare a fourth interim dividend.
Whilst the Board considered declaring a reduced interim dividend reflecting the lower second half cash inflow, in light of the wind down, the Board considered it more appropriate to prioritise balance sheet strength and value preservation, in particular reducing debt. Once the RCF has been significantly reduced, the Board will reconsider its position on paying interim dividends if circumstances allow.
This decision, which was not easy to take, aligns with the decision set out in the Shareholder Circular to suspend future dividends (other than as necessary to maintain investment trust status). Clearly, the aim of the managed wind-down is to reduce drawings under the Company's RCF significantly and then return cash to shareholders as disposals are made. The Board may use interim dividends as a method of achieving this in future, together with other methods such as share buybacks and/or B shares.
Forthcoming General Meeting on 10 July 2026
Details of the proposed changes to effect the managed wind-down are set out in the Shareholder Circular. These included a revised investment policy and proposed changes to the Company's Articles. As stated in that document, the Board recommends shareholders support all resolutions, since in light of the Company's current material share price discount, and gearing levels above Investment Policy limits, the status quo is not sustainable.
Governance and Forthcoming AGM
During the year, we welcomed Rosemary Boot to the Board as part of the Board's succession planning. She is an experienced non-executive director of alternative asset investment trusts and has M&A experience, together with experience of a managed wind-down. At the Company's AGM in September 2025, all resolutions were passed. The next AGM is currently scheduled for September and a separate notice convening the AGM will be sent to shareholders and published on the Company's website in due course. As part of board succession and moving into a wind-down, Chris Knowles has indicated he does not intend to stand for re-election at the forthcoming AGM. On behalf of the Board, I wish to thank Chris for his contribution to the Company since the launch in 2018.
Closing Remarks
The Board is acutely aware of the reduction in the share price in recent years, and we recognise the frustration and uncertainty this has caused. Having listened carefully to shareholders' views, and having considered a wide range of options, we believe that pursuing a managed wind‑down is the best course of action to deliver value and provide shareholders with a clearer path to liquidity. Both a portfolio sale and individual investment disposals are now being evaluated and progressed. There will be challenges in achieving a successful outcome in the current market environment, and if a whole portfolio disposal is not achievable, the wind-down is likely to take a number of years.
The Board will continue to engage closely with shareholders as these plans evolve and will keep them updated on the progress of the wind-down process.
Tony Roper
Chair
1. Calculated on 1 June 2026, using the 31 March 2026 share price at the close of trading of 41.5 pence.
Investment Manager: Markets and Outlook
Strategic Relevance of the Portfolio Remains Intact
Energy security has re-emerged as a material driver of macroeconomic and market outcomes. Recent geopolitical disruption has made visible how quickly a supply shock can propagate through energy prices, logistics and industrial inputs, with effects that reach households, corporates and government budgets well beyond the point of origin. Global conflicts such as in Europe and the Middle East impact energy markets, interest rates, inflation and international trade, creating uncertainty in economic markets and society more broadly. In many respects, the significance lies less in the immediate headline moves and more in the longer‑term conditions that become "locked in". For example, the repricing of risk, persistent adjustments in insurance and hedging, and a shift in procurement and capital planning towards redundancy, resilience and cost certainty.
For energy importing economies, this highlights an important distinction. Replacing one supplier with another can change the form of exposure, but it does not remove the underlying vulnerability where imports are priced by events outside domestic control. The most enduring response therefore tends to be structural, investing in systems that reduce dependency and shorten the distance between where energy is produced and where it is used.
Against that backdrop, the strategic relevance of the Company's portfolio remains intact. The portfolio comprises assets and platforms that improve efficiency and reliability at the point of use and help customers manage cost volatility through long-duration arrangements and operational optimisation. These attributes have become more valuable in a world where resilience is increasingly priced and purchased.
While these structural tailwinds continue to underpin demand for the Company's underlying proposition over the medium term, they have not insulated the Company from a highly challenging environment for UK-listed investment trusts. In particular, a persistent discount to net asset value across the sector has constrained capital flexibility and, alongside a higher-for-longer cost of capital, has weighed on investor sentiment and the valuation environment. In parallel, transaction markets have remained difficult, with a weaker M&A backdrop affecting asset sale processes and, in some cases, limiting the ability to execute disposals on acceptable terms.
As the Company moves to an asset realisation phase, the Board and the Investment Manager are focused on protecting and maximising value through the clear articulation of each asset's fundamentals to prospective counterparties and continued asset stewardship. The objective is to deliver the best possible outcomes for shareholders; that objective is supported by positioning the portfolio around its core proposition - efficient, decentralised and resilient energy infrastructure - which reduces the need to import, transport, hedge, insure, burn or waste energy.
Performance and Valuation
Supported by broadly resilient operational performance, the portfolio generated £91 million EBITDA, up from £86 million the previous year1, measured to 31 December 2025, which corresponds to the fiscal year of the majority of the underlying portfolio companies. Project-level cash flows were pre-dominantly contracted and counterparty payment performance was good. Notwithstanding this operational performance, the Company's NAV declined by c.14% from 31 March 2025 and c.11% from 30 September 2025. The NAV movement reflected a reassessment of forward-looking assumptions in those parts of the portfolio whose value depends on future construction, development and growth - activities that, under the Company's existing investment policy and capital availability, is unable to fund itself.
These assumption changes do not reflect general deterioration in the underlying operational performance of the assets. They also do not constrain a future owner with the capital to deliver on the same growth opportunities where they remain attractive.
Valuation movements during the year also reflected greater uncertainty around fiscal and regulatory support mechanisms in certain jurisdictions. In addition, lower assumed regulatory compensation in specific assets was reflected beyond the current legislative horizon.
These factors were partially offset by supportive commodity price movements and continued progress on selected projects (for example, at Driva, where new Energy-as-a-Service projects reached operation during the year and the Södertörn pipeline project was completed in early 2026), while underlying operational performance across the portfolio remained broadly resilient. Further detail on asset-level performance and valuation movements is set out in the Portfolio Review.
1. Excluding the portfolio of assets sold to Kyotherm in April 2026, the pro-forma EBITDA for December 2024 and 2025 would have been £76 million and £72 million respectively.
Strategic Conclusion
During the year, the Company's share price continued to trade at a material and increased discount to net asset value, despite the operational resilience and growth potential of the underlying portfolio. As noted in the Chair's Statement, the Board and the Investment Manager considered a variety of options to address the persistent discount and engaged with a number of the Company's largest shareholders to explore their views on a potential strategic alternative to address the discount and create a credible path to value creation. Following these discussions, it became clear that a significant portion of the shareholder base placed greater weight on near-term liquidity than medium-term value creation and that the proposal would not secure the 75% vote at an EGM required to implement it.
In light of this feedback, the Board concluded that, subject to shareholder approval, it is currently in the best interests of shareholders, as a whole, to pursue a sale of the portfolio and a wind-down of the Company.
The Proposed Approach
Below summarises the Board's proposed approach; full details are contained in the circular published on 16 June 2026 (the "Circular").
The Board and the Investment Manager intend to pursue a sale of the portfolio as the preferred route, reflecting the potential for greater speed and value realisation. If a full portfolio sale is not achievable on acceptable terms, the portfolio would instead be realised on an asset-by-asset or grouped basis, with the timing and sequencing of disposals managed to balance value preservation with the timely return of capital to shareholders. The pace and sequencing of disposals will be influenced by asset readiness, operational performance, buyer demand and prevailing conditions in the transaction market.
Distributions and Cash Returns
In this context, the Company's distribution profile will evolve during the realisation process. While the portfolio continues to generate cash flows, regular dividends will be suspended until the RCF has been significantly repaid. The Board will consider the most appropriate balance of dividend payments or other returns of capital as assets are realised, debt is repaid and proceeds are distributed to shareholders.
The timing and quantum of such returns will depend on disposal activity, the Company's balance sheet position and applicable financing and regulatory constraints. The Company will continue to pay dividends as necessary to maintain investment trust status.
Asset Realisation Strategy
In April 2026, the Company completed the disposal of a diversified portfolio of operational assets, providing useful price referencing and supporting modest deleveraging. Further detail can be found in the Portfolio: Key Updates section of this report.
However, the current environment for asset realisations remains challenging, characterised by wide variation in buyer valuations, reduced market liquidity and a more selective buyer universe.
Value Protection and Cost Discipline
The Board and the Investment Manager will be focused on disciplined execution, with continued active management to protect exit values. This is expected to include targeted investment in existing assets, to maintain operational resilience and protect value, ensuring assets remain sale ready. As set out in the Shareholder Circular, any investment will be undertaken only with Board approval and will include strict cost discipline throughout the realisation process, recognising that costs directly impact the value ultimately returned to shareholders. No investments will be made in new assets.
The Board and the Investment Manager are in discussions as to the appropriate amendments to be made to the investment management agreement, to take account of the arrangements required during the course of the wind-down.
Capital Structure and Gearing
As at 31 March 2026, the Company had a combination of Holdco-level financing facilities and project-level debt across the portfolio. Consolidated gearing at year end increased to 83.1% of NAV (45.4% of Enterprise Value), primarily due to the NAV reduction. There were no further debt drawings since October 2025. The Company exceeded the Investment Policy 65% of NAV gearing limit as reported in the Interim Report and Accounts published in December 2025. Following the post-year-end disposal, £45 million of the proceeds were applied to reduce drawings under the Company's revolving credit facility, supporting a reduction in leverage and bringing consolidated pro‑forma gearing to 74.5% of NAV (42.7% of Enterprise Value).
The Shareholder Circular has set out a proposed amendment to the Company's gearing strategy. Borrowing at the Company level would be capped, while asset-level financing limits would be set according to the requirements of each investment. All financing decisions would require prior Board approval to ensure appropriate oversight.
Investment Objective and Investment Policy Amendments
In order to support the wind-down strategy, the Board has proposed a revised investment objective and investment policy, as set out in the Circular.
If approved in the upcoming General Meeting, the Company's updated investment objective will be to realise all assets in the Company's portfolio in an orderly manner, which seeks to achieve a balance between returning cash promptly to shareholders and maximising value.
The revised investment policy is intended to ensure that the Company has the flexibility required to manage and realise the portfolio in a manner consistent with its revised objective.
Shareholders are encouraged to read the Circular in full for a comprehensive description of the proposed changes and the resolutions to be considered.
Principal Risks and Uncertainties
The Company's principal risks and uncertainties are described in detail in the Risk Management Framework section of this Annual Report. In the context of the proposed wind-down, the Board has particular regard to risks associated with:
· realisation timing and pricing in a challenging market;
· operational continuity, including management teams' retention, and counterparty performance during sale processes;
· liquidity, refinancing and covenant management;
· regulatory and policy change;
· execution and resourcing; and
· conflicts of interest, managed through governance safeguards.
Outlook
The Board and the Investment Manager are focused on the execution of the proposed sale of the portfolio and wind-down, prioritising orderly realisation and value protection. The Board believes the portfolio's operational resilience and predominantly contracted asset base provide a sound foundation for value realisation over time.
Given the inherent uncertainty in timing and pricing outcomes, the Board does not make commitments as to the pace of asset realisations or the timing and quantum of capital returns. In the absence of a full portfolio sale, it is likely that the process will take a number of years.
Company Key Performance Indicators
In this section, the Company sets out its financial and operational key performance indicators ("KPIs") used to track the performance of the Company over time against its current objectives. The Board believes that the KPIs detailed below provide shareholders with sufficient information to assess how effectively the Company has performed against those objectives. KPIs under a wind-down scenario are likely to change.
Financial KPIs
Operational KPIs
2026 77.8p
2025 90.6p
2026 41.5p
2025 48.2p
2026 4.77p
2025 6.32p
2026 14.9
2025 16.0
Net asset value ("NAV")
per shareAPM (pence)
NAVAPM divided by number of shares outstanding as at 31 March
NAVAPM declined during the period, primarily reflecting a recalibration of forward-looking assumptions on growth and development cash flows, together with asset-specific valuation adjustments. Underlying operational performance across the portfolio remained broadly resilient.
Share price (pence)
Closing share price as at 31 March
The share price continued to trade at a material discount to net asset value, reflecting continued limited demand across the UK-listed alternative investment trust sector and uncertainty around the Company's strategic position. The dislocation between share price and the underlying operational performance of the portfolio was a key driver of the Board's subsequent decision to pursue an orderly realisation.
Dividends per share (pence)
Aggregate dividendsAPM declared per share in respect of the financial year
Aggregate dividends per share declared were lower than the prior year, reflecting the declaration of three interim dividends during the year (four in the year ended March 2025) and restrictions on cash payments from investments.
Weighted average contracted investment life (years)
Weighted average number of years of contracted revenue remaining in investment contracts (excludes all re‑contracting assumptions)
At 14.9 years, the weighted average contracted life of the portfolio continues to support long-duration, predominantly contracted cash flow generation.
2026 1.0x
2025 1.0x
2026 (8.9)%
2025 7.1%
2026 1.05%
2025 1.16%
2026 55%
2025 49%
Dividend cash coverAPM (x)
Net investment cash inflowAPM divided by dividends paid to shareholders during the year
Dividend cash cover of 1.0x achieved for each year, supporting the aim of providing cash cover for interim dividends paid. Net investment cash inflows excludes disposal proceeds and refinancing receipts but includes return of capital from certain projects including Onyx.
Total return on NAV basisAPM in the year (%)
NAV growth and dividends paid per share in the year
Total return on a NAVAPM basis was negative for the year, driven primarily by the decline in NAV, partially offset by dividends paid.
Ongoing charges ratioAPM (%)
Annualised ongoing charges (i.e. excluding investment costs and other irregular costs) divided by the average published NAVAPM, calculated in accordance with AIC guidelines
The ratio has reduced over the year, primarily due to the reduced management fees reflected in the amended Investment Management Agreement.
Largest five investments as a % of gross asset value
("GAVAPM ") (%)
Total value of five largest individual investments divided by the sum of all investments held in the portfolio plus cash, calculated at year end
Good portfolio diversification was maintained in both financial years.
Portfolio: Key Updates
Portfolio Performance
During the year, SEIT's investments continued to generate underlying cash flows, supported by predominantly long-term contractual revenues and active asset management. Operational performance across the portfolio as a whole met expectations, with cash generation reflecting the fundamentally stable characteristics of the assets.
During the year, the portfolio delivered:
c.£91m
2025 calendar year
Aggregate portfolio EBITDA1
(2024: c.£86m)
1. Based on the calendar year to 31 December 2025, using unaudited numbers for all the largest assets and a combination of unaudited numbers and management calculations for entities that have fiscal year ends not falling on 31 December.
Cash generated at the larger portfolio companies1 was applied principally to: (i) servicing and amortisation of project-level debt; (ii) capital expenditure on accretive projects already in progress (and for Onyx in the pipeline); and (iii) working capital support for contracted delivery to customers. Underlying EBITDA of these larger portfolio companies was c.£72 million (2024: £73 million) and their cash generation profile remained consistent with stable underlying operational performance. Cash inflow from the portfolio consists of cash receipts by SEIT from underlying long-term contracts at project level and includes both regular receipts of dividends and interest and capital receipts. Capital receipts came from Onyx in the year where the acceleration of investment returns to SEIT is due to the nature of the Commercial & Industrial solar projects' financing structure. Tax equity is received at mechanical completion and repays the construction funding. During the year, the capital distributions contributed approximately £40 million to cash inflows. Once through to their operational stage, these assets at Onyx deliver long-term stable cash flow.
This capital allocation approach reflects active stewardship of the asset base through a period of constrained capital markets. The substance of the approach is straightforward: cash is deployed where it most directly supports operational delivery, potential leverage reduction and protection of long-term value. Capital that was deployed during the year was focused on existing portfolio assets, with reinvestment directed towards value preservation, contractual delivery and long-term asset sustainability, while capital that has been retained at asset level enhanced financial resilience across the portfolio during a period of restricted access to external capital.
Portfolio Cash Generation and Allocation
The chart below illustrates how cash generated by the portfolio during the year was allocated.
Capital retained at asset level reflects disciplined allocation in response to market conditions and funding constraints, supporting long-term value creation and risk management.
Underlying portfolio cash generation
Project-level debt service and amortisation £28.5 million debt service during the year
Investment cash inflow from the portfolio of £84 million during the year, including £40.2 million of capital returned from Onyx.
Portfolio Exits and Deleveraging
In September 2025, the ON Energy holding was sold for c.£6 million, which completed at an 18.75% premium to its last reported carrying value.
In April 2026, SEIT completed the sale of a diversified portfolio of operational energy efficiency assets to Kyotherm for a total Enterprise Value of up to approximately £105 million, reflecting a sale price of around 9% below carrying value at 30 September 2025. The portfolio included the Company's interests in Capshare, Future Energy Solutions (asset portfolios), Sparkfund, Moy Park Biomass, Tallaght Hospital, Baseload, Lycra, SEEIPL, Northeastern US CHP, CPP Biomass, Supermarket Solar UK and GET Solutions. Net cash proceeds from Kyotherm at completion, after taking account of permitted leakage and tax retentions were approximately £84 million, of which £45 million was used to reduce drawings under the revolving credit facility. The remainder of proceeds were primarily used for a combination of working capital payments and retained on the balance sheet. A potential additional earn-out of up to £4 million2 may be received over the next three to five years, subject to performance conditions. Following the disposal, the portfolio is more streamlined, with increased focus on commercial and industrial customers and district energy solutions.
1. Primary Energy, RED-Rochester, Onyx, Oliva and Driva.
2. (c.£2 million of which is recognised in the 31 March Portfolio Valuation).
Operational Performance
The portfolio companies described in this section constitute the five largest groups of investment projects that are diversified across North America and Europe, consisting of 26 individual projects making up c.84% of SEIT's total portfolio by value. A detailed summary of these investments and their performance during the year is outlined on the following pages.
The Manager's expectations for EBITDAAPM during the period as well as the actual EBITDAAPM have been provided below, along with the key technical performance indicators for each. Please note, as in previous reports, the operational measures and management budgets are produced and monitored in line with the calendar year.
1. RED-Rochester
Rochester, NY
No. of projects: 1
2. Onyx Renewable Partners
Over 14 states in the US
No. of projects: 8
3. Primary Energy
Indiana, US
No. of projects: 5
4. Oliva Spanish
Cogeneration
Spain
No. of projects: 9
5. Driva
Stockholm, Sweden
No. of projects: 1
The projects in the table below delivered a combined EBITDA of £72 million, generally in line with like-for-like budgets of £74 million for the period1
Project equity value at 31 March 2026
Project-level debt at
31 March 2026
Technical
KPI
2025
EBITDA 2025 (local currency, millions)
Δ from budget EBITDA (%) 2025
1
Oliva Spanish Cogeneration
c.€89m
nil
1,198,496MWh produced2
EUR 9.5
(4%)
2
Driva
c.SEK 1,120m
SEK 682m
88% green gas
SEK 83.7
14%
3
Primary Energy
c.$291m
c.$149m
173.5MW average net production
USD 37.7
2%
4
Onyx Renewable Partners
c.$367m
c.$262m
145,115MWh produced3
USD 16.74
(20%)
5
RED-Rochester
c.$320m
c.$98m
7m MMBtus delivered
USD 20.9
(4%)
1. These figures use the FX rate as at 31 December 2025.
2. Oliva MWh produced includes both electrical and thermal MWhs
3. Onyx reported MWh is for the fully operational portfolios in Onyx (total of five).
4. Onyx EBITDAAPM is for the fully operational portfolios of assets (total of five) and does not include portfolios still partly under construction (total of three). The project equity value of the fully operational portfolios included here is $128 million.
For a more comprehensive understanding of these investments, please see the following sections: Financial Review and Valuation Movements, Principal Risks, Risk Management Framework and Note [3] in the financial statements which provide further details.
EBITDA data shown in the Portfolio Summary here and on the following pages is as at 31 December 2025. All other data provided is at 31 March 2026 unless otherwise stated.
RED-Rochester
One of the largest commercial district energy systems in North America
20,875
6,983,000
EBITDA ($'000)
Y/E December 20251
MMBtus2 delivered to customers
Y/E December 20251
Y/E December 20241: 15,353
Y/E December 20241: 6,580,000
Investment Highlights
Investment type
Direct equity (100%)
Acquisition date
May 2021
Asset location
Rochester, NY USA
No. of projects
1
Project equity value and as a percentage of SEIT's GAVAPM
c.$320 million (c.£243 million) (c.22%)
Project-level debt
c.$98 million
Capacity
155MW
Technology
17 on-site services, primarily process/heating steam, electricity and process/space-conditioning cooling
Forecast project life remaining
c.40 years
Lifecycle stage
Operational
Counterparties/offtakers
Over 120, including Eastman Kodak, Ortho, LiDestri and Amazon
O&M
RED-Rochester staff
Fuel supply
Natural gas and purchased electricity supplied from Rochester Gas and Energy Corporation
1. Unaudited figures.
2. Million British thermal units.
Investment Overview
RED-Rochester operates one of the largest commercial district energy systems in North America, providing regulated utility services to over 120 customers within Eastman Business Park ("EBP") in Rochester, New York. The asset supplies critical services such as steam, chilled water, electricity and industrial wastewater treatment under long-term agreements with diversified industrial clients.
The asset's revenues remain underpinned by inflation-linked contracts with stable, creditworthy customers, including Eastman Kodak, LiDestri and Amazon.
RED-Rochester is a cornerstone of SEIT's North American portfolio, offering a combination of contracted cash flows and long-term growth potential through asset optimisation and business development.
RED-Rochester Revenues and Cost Model
The project is underpinned by predominantly long-term contracted cash flows with positive inflation correlation. RED-Rochester has contracts with over 120 commercial and industrial customers on fixed terms under an approved tariff structure.
Customers typically sign a 20-year contract with no break clauses. Contract extensions are assumed in the March 2026 Portfolio ValuationAPM. Revenues are split as follows:
i. fixed charge: c.40% of revenues are generated from fixed fees paid, unrelated to demand or services procured;
ii. capacity-based charge: c.41% of revenues are from a pre-determined tariff, based on the cost of delivery of each service used and the customer's associated demand; and
iii. overheads: c.9% of revenues are from a fixed mark-up for each customer on the total utility bill.
Probability-weighted future cash flows are also assumed from growth opportunities, including accretive capital enhancements such as the Cogeneration plant ("Cogen") plant described in the coming pages, which is expected to further increase revenues as additional capacity is sold.
Business Updates and Accretive Projects
RED-Rochester delivered a broadly stable operational performance during the year, with EBITDA marginally under budget and c.35% up from the prior year. Performance benefited from a combination of resilient customer demand and continued focus on operational discipline, offsetting the challenges presented by a more uncertain industrial backdrop. The asset recorded no lost time incidents during 2025, reflecting sustained focus and improvement in health and safety performance and governance.
During the year, the transition to a fully in-house management model was completed. This represented a significant milestone in the evolution of the platform. The change has enhanced cost control, accountability and responsiveness, and has contributed to improvements in underlying EBITDA performance relative to prior periods.
Accretive capital projects progressed well, with completed and commissioned investments enhancing operational flexibility, efficiency and long-term optionality across the system, with the highlight being the new Cogen project reaching commercial operations in May 2025. These initiatives continue to focus on incremental improvements to reliability, efficiency and capacity utilisation, strengthening RED-Rochester's position as a critical energy services provider within Eastman Business Park.
Business development activity within the park continued throughout the year. Operational performance was supported by new customers joining the park and expansion activity from existing users. A new customer joining the park is Air Water Gas Solutions (AWGS), who commenced construction of their facility during the year, expected to become operational during late 2026. In addition, the relationship with LiDestri expanded in 2026 through further capital deployment and progression of additional development phases within the park, further underpinning contracted demand. Beyond these developments, a number of other opportunities are progressing within the park, including projects announced publicly during the year, such as Reju (a textile recycler), and a wider pipeline of prospective customers, including datacentre and industrial users to support continued utilisation and long-term growth.
Glencore is conducting a market study to assess future options for the site it acquired from the Li-Cycle bankruptcy. RED-Rochester continues to actively pursue all alternative uses for the available infrastructure and capacity.
Capital Structure
RED-Rochester is financed through a project-level debt facility (with no recourse to or guarantees from the Company) which includes customary financial covenants, with compliance monitored on an ongoing basis. Compliance with covenants has become tighter than normal, largely due to the delayed customer load of Glencore; however, performance during the year supported a little covenant headroom. Going forward, available flexibility is influenced by both cash flow timing and the structure of the existing facility.
Incremental capital deployment remains focused on disciplined, efficiency-led investment from self-generated cash flows rather than expansionary capex.
The Investment Manager continues to work with advisers and lenders to assess options for refinancing later in 2026, with any debt refinancing intended to be used to optimise the capital structure. The valuation has been carried out on an unlevered basis, however it assumes a refinancing in 2027 at the legal maturity of the loan. It does not assume any value uplift therefrom. The existing facilities remain in compliance with their covenants and are expected to continue to do so.
Outlook
Near-term priorities for RED-Rochester remain centred on maintaining stable operational performance, embedding the benefits of the in-house management transition and continuing to strengthen health and safety practices. Focus will also remain on active customer engagement and execution of a few existing approved capital projects.
Growth is expected to be driven by incremental customer additions and expansions within Eastman Business Park. While several customer opportunities are advancing, uncertainty remains and outcomes will be dependent on customer timing, customer agreements, capital availability and broader market conditions.
Investment Risks and Mitigants
Risk type and description
Mitigation
Operational:
Demand volatility resulting in low-er‑than‑expected variable revenues, including sensitivity to weather conditions and customer operating patterns.
Demand across RED‑Rochester remains relatively diversified, with services provided to over 120 customers across Eastman Business Park, limiting exposure to individual customer demand volatility. While weather‑related demand variability remains a feature of the portfolio, operational efficiency initiatives and improved cost discipline have supported margin stability. Management continues to actively market available capacity within the park and pursue new customer opportunities to broaden the demand base.
Development:
Challenges attracting new industrial tenants to Eastman Business Park, limiting future growth in customer demand and revenues.
RED‑Rochester continues to work closely with landowners and stakeholders within Eastman Business Park to improve the attractiveness of available sites, including making parcels development ready and improving site preparation. Marketing efforts are increasingly targeted towards energy‑intensive and infrastructure‑compatible users, supported by engagement with external commercial real estate advisers. All potential new tenant opportunities are assessed and probability weighted based on progress and execution risk.
Credit:
Default or distress of individual customers, including cessation of operations, leading to reduced revenues or bad debt.
Credit risk is mitigated through diversification across a large and varied customer base. New customers are subject to credit assessment, and ongoing engagement with major tenants enables early identification of financial stress. In addition, the fixed charge element of the tariff structure is joint and several across customers, reducing RED‑Rochester's exposure to individual defaults.
Counterparty concentration:
Delay or cancellation of large, anticipated growth projects (e.g. Li‑Cycle/Glencore), resulting in lower‑than‑expected EBITDA and delayed capital deployment.
Management has taken action to reduce reliance on any single growth project by broadening the development pipeline and pursuing alternative uses for available capacity. Following Li‑Cycle's bankruptcy, engagement with potential replacement users and alternative demand sources is ongoing (including Glencore who ac-quired Li-Cycle's assets). Any value ascribed to uncertain projects is heavily discounted and will remain so until contractual visibility improves.
Regulatory:
Potential adverse impact from the development of the New York Cap‑and‑Invest programme ("NYCI"), including additional compliance costs.
Rulemaking remains ongoing, with implementation delayed until later in 2026. RED-Rochester continues to engage with regulators and legislators, alongside key stakeholders at Eastman Business Park, to advocate for appropriate sector classification. No assumptions have been made regarding the final structure or cost impact of the programme.
Financing:
Refinancing risk and restricted financial flexibility due to covenant constraints, potentially limiting capital deployment and distributions.
The Investment Manager continues to work with advisers and lenders to evaluate refinancing options. Capital deployment is focused on existing approved low risk and efficiency-enhancing investments, with limited distributions pending refinancing. Covenant compliance is monitored closely at both asset and portfolio level.
Onyx Renewable Partners ("Onyx")
Commercial and industrial solar and storage platform in the USA
Investment Highlights
Investment type
Direct equity (100% of operational assets; 100% development platform)
Acquisition date
February 2021 original; June 2023 purchase of remaining 50% JV interest in development platform
Asset location
Currently operational in over 14 states in the USA
No. of projects
8
Project equity value and as a percentage of SEIT's GAVAPM
c.$367 million (c.£278 million)
SM III, Janus II, CTAZ, Obsidian I and Obsidian II operational portfolios (c.10.6%)
GAF, Nova I and Nova II construction/late-stage development portfolios (c.12.9%)
Onyx - Development platform (c.3.3%)
Project-level debt
c.$262 million
Capacity5
209MW operational across all portfolios
Technology
Solar and battery storage
Forecast project life remaining
c.34 years
Lifecycle stage
Development, construction, operational
Counterparties/offtakers
Over 100 across operational and construction sites
O&M
Various
Fuel supply
N/A
1. Unaudited figures.
2. Reported EBITDA is generated by the fully operational portfolios in Onyx (total of five) and does not include the portfolios still partly under construction (total of three).
3. Projects that have become operational during 2025.
4. Reported MWh is for the fully operational portfolios in Onyx (total of five).
5. Capacity of sites that have reached the commercial operations date ("COD") across all portfolios as of 31 March 2026.
16,6892
1033
EBITDA ($'000)
Y/E December 20251
New projects at COD5 (MW)
Y/E December 20251
Y/E December 20241: 11,222
Y/E December 20241: 30
Investment Overview
Onyx Renewables is a distributed solar and storage platform operating across the United States, delivering clean energy solutions for commercial, industrial and municipal customers. The platform focuses on behind-the-meter and on-site solar installations, supported by long-term power purchase agreements with high-quality counterparties. As one of SEIT's core US holdings, Onyx plays a key role in generating long-term, contracted cash flows in a market where demand for distributed energy is growing rapidly. The platform represents inherited optionality for an acquirer with the capital to convert the broader existing development pipeline into operational assets over time, with platform revenues accruing in parallel.
Onyx Portfolio Revenues and Cost Model
The portfolio of projects consists of operational, construction and development projects and makes up c.84% of the investment's value. The portfolio of projects has the following revenue structure once it is operational:
Power purchase agreements ("PPAs"): c.93% of asset revenues are generated from delivery of electrical power to contracted end users. PPAs have fixed indexation and are typically 20 years in length (the Onyx portfolio PPA duration has a weighted average of c.18 years).
Solar renewable energy credits ("SRECs"): c.7% of asset revenues are generated from SRECs that are awarded within state-specific regulatory structures that provide marketable credits for each MWh of renewable energy generated.
The valuation assumes that the current construction and development-stage projects within this portfolio will become operational within a defined time frame.
Onyx Developer Revenues and Cost Model
The Onyx development platform makes up c.16% of the total Onyx value and has the following revenue structure:
· asset management fees: c.52% fees charged by Onyx for managing operational portfolios;
· EPC development margin: c.33%, achieved on commercial operation date for delivery of certain assets; and
· asset sales: c.15%, based on the net proceeds from the future sale of assets developed in the pipeline.
Business Updates and Accretive Projects
Onyx continued to make progress during the year as its portfolio of operational, construction and development assets evolved. The operational portfolio delivered electricity production broadly in line with expectations, with performance ratios reflecting a combination of normalised operating conditions and ongoing management actions to address site-specific issues. The operational assets contributed EBITDA of approximately $16,689 ($'000) during the year, with performance weighted towards portfolios that were fully operational for the majority of calendar year 2025.
Across the development portfolio, activity remained robust against a backdrop of US policy and market change. During calendar year 2025, Onyx delivered the following milestones:
· 93MW of projects achieving Mechanical Completion ("MC"), representing the highest annual volume to date;
· 177MW of installed capacity in operation at year end;
· 57MW of projects reaching notice to proceed ("NTP"); and
· 50MW of new power purchase agreements ("PPAs") signed. PPA signings were below the initial target for the year, reflecting Onyx's decision to prioritise risk-adjusted returns over contracted volume in response to US administration policy changes that impacted customer decision-making and affected PPA pricing.
These milestones underpin visibility on future conversion of the pipeline into operational assets, although the timing of cash flow generation continues to be sensitive to permitting, interconnection and construction sequencing.
During the year, management actions were taken to improve delivery pace, operational resilience, data oversight and cost control. Onyx strengthened its internal capability by increasing in-house engineering expertise, reducing design residency times and accelerating project progression through the development and construction phases. The asset management platform was further enhanced to support operational assets, with a focus on performance monitoring and customer service. In parallel, Onyx continued to invest in data and analytics capability, including the use of AI-enabled tools, Power BI and enhanced operational dashboards, to improve decision-making, identify underperformance at an early stage and support cost discipline across the portfolio.
Capital Structure
Onyx's operational portfolios are financed through project-level debt facilities. These facilities are nonrecourse to SEIT and are structured at individual portfolio level, with covenants linked to project cash flows. Additional borrowings are available through Onyx's corporate-level construction credit facilities, which sit outside the project-level financing structures, with aggregate debt outstanding of approximately $262 million at 31 March 2026. The corporate-level credit facility was successfully refinanced with Apterra, with its capacity being upsized to $260 million, in June 2025. This facility includes the Tax Equity Bridge Lending utilised during the year.
As the development pipeline continues to convert into construction and operational projects, Onyx has ongoing financing requirements to support development and construction activity. These needs are currently met through a combination of existing corporate-level facilities, equity funding (through reinvestment of operational cash flows) and tax equity structures.
As mentioned above, due to policy changes made by the US administration to remove Investment Tax Credits, Onyx is currently progressing work to put in place new contract structures that will adapt to these changing market conditions to allow for suitable project contractual and financial structuring to ensure competitive customer economics as well as shareholder returns.
The Investment Manager and Onyx's management team keep debt capacity under constant review. Any incremental debt utilised would be deployed selectively, primarily to bridge construction, smooth capital deployment and optimise returns on assets as they transition into operation. The ability to utilise further debt capacity is important in order to protect value, which is the context behind the proposal in the Shareholder Circular to amend the gearing limits in the investment policy. In parallel, alternative capital structures continue to be evaluated, reflecting the capital-intensive nature of the platform, the Company's current gearing constraints and the evolving policy environment in the US market.
Outlook
Looking ahead, Onyx is expected to continue transitioning projects from development and construction into operation, progressively increasing the proportion of the portfolio generating stable, contracted cash flows. As additional assets reach commercial operation, the contribution to Group-level EBITDA is expected to increase, although the precise timing remains subject to execution, interconnection and permitting outcomes.
Given the return profile of pipeline projects and the pipeline's contribution to the overall value of Onyx, development activity is expected to continue against a backdrop of capital requirements, ongoing policy uncertainty, supply chain constraints and heightened scrutiny of project economics. Onyx is adapting its origination and contract structures to reflect these conditions, prioritising returns, counterparty quality and capital efficiency over absolute volume growth.
Strategic options remain under consideration to manage the capital intensity of the platform while maximising long-term value. These include alter-native funding structures, potential partnership arrangements and selective capital recycling, with the objective of balancing growth, resilience and value protection, and realisation for shareholders.
Investment Risks and Mitigants
Risk type and description
Mitigation
Financing:
Significant capital requirements to fund pipeline development and construction, with limited availability of efficient third‑party capital, including as a result of the Company's current gearing limits, potentially constraining growth or returns.
The Investment Manager and Onyx continue to assess a range of capital structure options, including potential co-investment arrangements and selective asset level financing. Capital deployment remains disciplined, with development paced in line with funding availability and market conditions. Alternative funding options are considered alongside equity to manage capital intensity and portfolio risk. Additionally, the proposed changes to the Investment Policy would allow the Board to approve investment that supports and enhances value (to avoid value destruction).
Operational:
Near‑term delays in the development pipeline achieving expected commercial operations dates ("COD"), reducing revenue and cash flow, particularly where valuations assume timely conversion of projects from development to operation.
Onyx continues to improve on the pace of delivery and reliability of project delivery through their bespoke project management tool. During the year, initiatives introduced include improved origination screening, earlier supply chain engagement, streamlined design processes and enhanced quality management across development and construction.
Operational:
Underperformance of operational projects relative to expected output or availability, resulting in reduced cash generation.
Onyx continues to embed a portfolio-wide quality and operational management framework. This includes enhanced construction quality controls, the use of tier one equipment with market standard warranties and standardised operating and maintenance procedures. Preferred contractors and OEM-approved repair processes are used across sites, with performance monitored through improved data and analytics tools.
Operational:
Supply chain disruption, interconnection delays and cost escalation during development and construction, impacting project eco-nomics and delivery timelines.
Project pricing incorporates contingencies reflective of Onyx's experience and prevailing market conditions at the time of PPA execution. Onyx continues to standardise components across projects to enable bulk procurement and reduce exposure to individual supplier delays. Design decisions are pushed earlier in the development cycle to support advance ordering of long lead items. Improvements to project management systems have materially reduced average delivery times compared with earlier years.
Regulatory/policy:
Increases in import tariffs on components sourced outside the US, leading to higher capital costs and pressure on project returns.
Most projects expected to achieve mechanical completion during 2025 had components and EPC contracts secured prior to tariff implementation, limiting near-term exposure. Onyx continues to monitor tariff developments and adapt procurement strategies accordingly on an on-going basis. While higher tariffs introduce cost pressure, Onyx's offerings may remain attractive to commercial and industrial customers seeking energy cost mitigation in a higher cost operating environment.
Development/market:
Changes in policy (including the end of ITCs), market conditions or customer behaviour adversely affecting PPA pricing, structure or willingness to contract, reducing pipeline conversion rates.
Onyx adjusts its origination and contract structures to reflect prevailing market and policy conditions, prioritising returns and risk allocation over absolute volume. Projects are only progressed where pricing supports acceptable risk-adjusted returns, and no value is attributed to projects without sufficient contractual visibility. In addition, management has actively refined the pipeline to reduce exposure to projects where capital availability and risk-adjusted returns were less certain, including removing community solar and stepping down parts of the C&I pipeline
Primary Energy
Portfolio of on-site energy recycling, cogeneration and process efficiency projects, servicing the largest blast furnace in the United States steel industry
Investment Highlights
Investment type
Direct equity (100% in four projects; 50% in PCI Associates)
Acquisition date
December 2019 (50%), December 2020 (15%), September 2021 (35%)
Asset location
Indiana, USA
No. of projects
5
Project equity value and as a percentage of SEIT's GAVAPM
c.$291 million (c.£28 million)
Consisting of:
Primary - Cokenergy (c.10%)
Primary - North Lake (c.5%)
Primary - Portside (c.3%)
Primary - PCI Associates (c.2%)
Primary - Ironside (0%)
Project-level debt
c.$149 million
Capacity5
298MW
Technology
On-site cogeneration, waste heat recovery process efficiency
Forecast project life remaining
c.30 years
Lifecycle stage
Operational
Counterparties/offtakers
Cleveland Cliffs ("CC"), US Steel ("USS")
O&M
Primary Energy, CC, USS
Fuel supply
Waste gases from CC; natural gas supplied via CC and USS
37,709
174
EBITDA ($'000)
Y/E December 20251
Average net production (MW)
Y/E December 20251
Y/E December 20241: 38,908
Y/E December 20241: 184
Investment Overview
Primary Energy has continued to serve as an anchor holding for SEIT, delivering stable financial returns while supporting decarbonisation within a hard to abate industry. Primary Energy provides energy efficiency solutions to two US steel mills through three energy recycling projects, one natural gas-fired CHP and a 50% interest in an industrial process efficiency project. These projects have long-term contracts with the two steel mills, Cleveland Cliffs ("CC") and the United States Steel Corporation ("USS"), providing stable offtake and a diversified suite of heat recovery and power generation solutions. Primary Energy delivers positive financial returns while supporting the decarbonisation of the steel industry.
Primary Energy Revenues and Cost Model
Approximately 75% of Primary Energy's revenues are derived from energy services to CC's Blast Furnace ("BF") #7 at Indiana Harbor Works ("IH"), the largest and most economically competitive furnace facility of its kind in North America. Remaining revenues are largely derived from the Portside Project, which services USS BF #14.
Primary Energy's revenues are split in the following way between the different projects:
· Cokenergy (c.53% of revenues): the project receives waste gas and converts it to power and steam to sell to CC's BF #7 through a long-term PPA that is index linked. The revenues are protected from demand fluctuations through a true-up mechanism;
· North Lake (c.17% of revenues): the project receives waste gas and converts it into power and steam and sells it back to BF #7 through a long-term PPA, which is index linked. The revenues are protected from demand fluctuations through a true-up mechanism;
· PCI (c.7% of revenues): the project is 50% owned with CC; the asset pulverises metallurgical coal injected into IH BF #7 for steel production. Revenues are demand‑based;
· Portside (c.16% of revenues): the project's revenues are generated through the sale of heat, power and softened water through a long‑term PPA with USS. Revenues are capacity-based;
· Renewable Energy Certificates ("RECs") (c.5% of revenues): the RECs are generated by Cokenergy and North Lake and are sold in the open market; and
· Ironside (c.1% of revenues): the project receives revenues under an interim agreement with CC to provide operational services following the idling of BF#4 in 2022.
Business Updates and Accretive Projects
Primary Energy delivered EBITDA of $37.7 million for the year (2024: $38.9 million), in line with budget and a resilient outcome given customer concentration and the operating environment. Performance varied between individual assets, reflecting differences in operational availability, customer demand and the timing of planned maintenance, with stronger performance on some assets offsetting weaker performance elsewhere.
Progress continued on accretive projects during the year, including the Variable Frequency Drive ("VFD") project, commissioning of which is expected in 2026. The project was impacted by import tariffs implemented by the US administration during 2025, resulting in additional capital cost, albeit this could be reversed in the future following a US Supreme Court ruling (no assumptions have been included in the valuation in respect of any such recovery).
In parallel, Primary Energy continued to advance other accretive initiatives across the platform. By way of example, an application was submitted at the end of Q3 2025 to increase the volume of eligible Renewable Energy Certificates ("RECs") at Cokenergy, by including energy exported to Cleveland Cliffs in the form of steam. This application is currently awaiting final approval from the Public Utilities Commission of Ohio and is expected to be determined during 2026.
During Q3 2025, the PCI contract was successfully renewed for an additional five-year term (with a further two-year optional extension), with a positive outcome achieved securing similar terms. This again demonstrates Primary Energy's strong links with its customers and track record in relation to contract renewals.
The business also remains engaged with existing customers on further energy efficiency opportunities. During Q1 2026, Primary Energy commenced an engineering study with a customer on a potential new cogeneration project that would utilise blast furnace gas to generate steam and electricity. While not requiring capital from SEIT, the project continues to progress through the engineering phase and, if executed, would further deepen customer relationships while delivering new contracted cash flows.
Capital Structure
Primary Energy is financed through a combination of a fully drawn term loan and revolving credit facilities at project level, with no recourse to or guarantees from SEIT. These facilities are fully serviced by the operational cash flow profile of the underlying assets. Covenant compliance is monitored regularly, with performance during the year supporting continued availability of a revolving credit facility with available capacity, within existing terms.
Outlook
Looking ahead, the focus for the coming year will be on completing the commissioning of existing approved accretive projects, progressing projects currently under engineering review and continuing to secure additional revenue streams from existing assets. These include zero or low-capex projects such as the increased volume of eligible RECs, subject to the anticipated regulatory approval and the Ohio compliance REC regime being extended during 2026.
The platform remains exposed to a concentrated group of large industrial counterparties; however, these customers continue to operate at scale and play a critical role in the US industrial landscape. Industrial demand conditions are expected to remain supportive, underpinned by the essential nature of the services provided. The credit quality of project cash flows was improved during the year when Nippon Steel successfully acquired US Steel and committed substantial follow-on investment over the coming years.
Over the medium term, Primary Energy is expected to continue supporting stable, contracted cash flows within the portfolio. Long-term contracts, high asset criticality and an ongoing programme of energy efficiency enhancements provide a strong foundation for resilience and value preservation.
Investment Risks and Mitigants
Risk type and description
Mitigation
Operational:
Forecasts assume successful recontracting of existing customer contracts, with a risk that renewal terms are achieved below forecast levels or on altered commercial structures.
Primary Energy assets provide critical energy services to two of the most significant and profitable blast furnace operations in North America, delivering material cost savings and emissions benefits. Given the incumbent nature of the assets and their integration into customer operations, alternative energy solutions are unlikely to replicate the same economic and operational advantages. The successful renegotiation of the Cokenergy contract in 2024 and the PCI contract in 2025 provide relevant reference points. The North Lake contract is scheduled for renewal in 2027, with early engagement with the customer having commenced.
Credit:
Exposure to subinvestment grade counterparties may result in delayed payments, contract disruption or default.
During 2025, US Steel improved to investment grade credit status, following its acquisition by Nippon Steel. Cleveland Cliffs is currently rated below investment grade; however, the blast furnaces supported by Primary Energy are among the most strategically important and economically viable facilities in the US steel market. These assets are central to domestic steel production, and in the event of financial distress at a corporate level, continued operation or transfer to alternative owners is considered likely. Contract structures and ongoing engagement support early identification of potential stress.
Technology/transition:
Advances in alternative low carbon steelmaking technologies may reduce demand for pulverised coal injection ("PCI"), potentially affecting revenues over time.
The Investment Manager and Primary Energy continue to work closely with customers to assess the role of best available technologies across each site. Where appropriate, assets are capable of being adapted to incorporate alternative fuels, efficiency upgrades or revised operating configurations. Any transition is expected to be evolutionary rather than abrupt, allowing time for adaptation and capital planning, further demonstrated by the contract renewal of PCI during 2025.
Development:
Delays or cost overruns on energy efficiency upgrades or new co-generation projects could defer expected returns or reduce project economics.
Projects are progressed on a phased basis, with engineering studies and regulatory approvals required before capital commitment. The VFD project, while delayed due to weather and tariff impacts, remains expected to complete commissioning in mid-2026, with potential recovery of a portion of incremental costs subject to tariff appeals. Development projects are only advanced where commercial terms are supported by customer engagement and technical validation.
Regulatory:
Delays or adverse outcomes in regulatory approvals could affect REC revenues.
An application to expand eligible RECs at Cokenergy was submitted in Q3 2025 and remains under review by the Public Utilities Commission of Ohio. Engagement with regulators continues, and no value has been ascribed to the outcome until formal approval is received. If approved, increased REC eligibility could enhance revenues from existing operations without requiring incremental capital investment. However, there is also the possibility that the Ohio REC system is not extended past 2026. To prepare for that possibility, the management team are looking to identify alternative markets in which the existing and any additional RECs could be monetised.
Concentration:
Concentration of revenues from a small number of industrial counterparties exposes the platform to idiosyncratic operational or strategic decisions by those customers.
While customer concentration is inherent to the business model, the assets serve long life, capital intensive industrial processes where continuity of energy supply is critical. Long-term contracts, high switching costs and deep operational integration mitigate concentration risk. Engagement is focused on maintaining long‑term alignment with customer investment and decarbonisation strategies.
Oliva Spanish Cogeneration ("Oliva")
Portfolio of on-site waste recycling, on-site generation and process efficiency projects supporting the olive oil industry in Spain
Investment Highlights
Investment type
Direct equity (100% owned, apart from Celvi which is 90% owned with 10% owned by the offtaker)
Acquisition date
November 2019
Asset location
Andalucía, Spain
No. of projects
9
Project equity value and as a percentage of SEIT's GAVAPM
c.€89 million (c.£78 million)
Consisting of:
Oliva - Celinares (c.1% of GAVAPM)
Oliva - Colinares (c.1%)
Oliva - Cepuente (c.1%)
Oliva - Cepalo (c.<1%)
Oliva - Sedebisa (c.1%)
Oliva - Bipuge (c.1%)
Oliva - La Roda (c.1%)
Oliva - Celvi (c.<1%)
Oliva - Biolinares (c.<1%)
Project-level debt
£nil
Capacity5
125MW
Technology
On-site cogeneration, biomass, oil extraction
Forecast project life remaining
Various, up to c.17 years
Lifecycle stage
Operational
Counterparties/offtakers
Olive oil co-operatives, San Miguel Arcángel, Acesur, Spanish Government
O&M
Sacyr
Fuel supply
Natural gas, biomass, waste olive cake
1. Unaudited figures.
2. MWh produced includes both electrical and thermal MWhs.
9,535
1,198,496
EBITDA (€'000)
Y/E December 20251
MWh produced2
Y/E December 20251
Y/E December 20241: 13,800
Y/E December 20241: 1,176,664
Investment Overview
Based in Spain, Oliva is a portfolio of five operational sites, including five natural gas combined heat and power ("CHP") plants and two biomass plants that convert olive production waste into electricity and heat, as well as two olive oil plants that produce Orujo olive oil and stones. It is strategically co-located within a major olive-growing region and sells power to the grid, alongside diversified revenue streams from olive-based products.
Oliva's exposure to European and global commodity pricing for gas, electricity and olive oil requires agile and proactive management, which is delivered through the specialised in-house management team.
Oliva Revenues and Cost Model
Oliva's revenues are split as follows:
· Régimen Retributivo Específico ("RoRi"): c.43% of revenues on average. The RoRi is a regulatory payment from the government paid to CHP and bio-mass assets and adjusted to account for changes in revenues received by the assets, namely sale of electricity, and operating costs, namely natural gas and EU Allowance emission certificates for the cogeneration. This results in more stabilised cash flows and EBITDA over the long term. The assets receive the RoRi for the remainder of their asset lives, ranging from 2029 to 2035.
· Electricity sales: on average c.38% of revenue comes from electricity sales produced by the biomass and CHP plants, which is predominantly sold to the grid, as the heat is used on site. While the revenues are linked to market pricing, this is effectively hedged through the RoRi and the management team's hedging policy.
· Oil sales: c.14% of revenues on average come from the product of the pomace processing, namely the production of Orujo oil, which Oliva sells through short-term contracts in the market. The price of the oil is inherently linked to the cost of the olive biomass, providing a partial hedge against this fuel supply cost.
Business Updates and Accretive Projects
Oliva delivered EBITDA of €9.5 million for the year (2024: €13.8 million). The year-on-year reduction was somewhat greater than budgeted and reflects the interaction of commodity price movements, hedging outcomes and the timing of regulatory adjustments under the RoRi framework. The RoRi mechanism continues to dampen long-run exposure to commodity price volatility, although in any given period the timing of the RoRi adjustment relative to commodity moves can produce material year-on-year fluctuations in reported EBITDA.
During the year, management continued to take active steps to manage energy market volatility across the portfolio. Hedging strategies were used selectively to mitigate exposure to input costs, while operational flexibility was maintained through active management of plant operating schedules, including strategic stoppages where market conditions were unfavourable. In addition, Oliva entered the ancillary services markets in 2025, enabling the portfolio to generate revenue during periods of strategic stoppage by providing capacity to the grid, which improved overall resilience of cash flows.
Alongside day-to-day operational management, a number of accretive initiatives were assessed during the year. A number of early-stage diversification options are under review, including potential battery energy storage solutions ("BESS"), further optimisation of olive oil-related activities, alternative use cases for the existing thermal infrastructure and biogas generation. These initiatives remain evaluative in nature, with no assumptions made regarding execution or value contribution.
Capital Structure
The Oliva portfolio is ungeared at project level, with no external debt in place - a feature that provides material flexibility in setting an appropriate capital structure for the asset, in the future.
Outlook
In the near term, priorities for Oliva will focus on continued operational discipline, effective management of commodity price exposure and maintaining compliance with the evolving regulatory environment. The team will also continue to optimise participation in energy markets where this supports more stable cash generation without increasing risk.
Looking further ahead, Oliva continues to review its long-term positioning as subsidy schemes mature. A structured strategic review is underway to assess options for the portfolio beyond the current regulatory period, including evaluation of asset life, diversification opportunities and alternative operating configurations, which identify a range of strategic options for the asset beyond the current subsidy period. The valuation does not ascribe value to these options at this stage.
Revised regulatory clarity has improved visibility over cash flows and reduced uncertainty relative to prior years. While exposure to commodity markets remains a feature of the portfolio, the interaction between regulatory mechanisms, market participation and active management continues to provide cash flows with long-term potential.
Investment Risks and Mitigants
Risk type and description
Mitigation
Regulatory:
Increases and volatility in the cost of EU Emissions Trading System ("ETS") certificates and possible reductions in the number of free allowances could impact operating costs and near‑term cash flows.
While EU ETS prices have shown volatility in recent years, the majority of ETS costs are re-imbursed over the medium term through the RoRi mechanism, which has benefited from structural improvements during the year. Exposure to short-term gas price movements is further managed through Oliva's hedging policy, which is designed to reduce volatility rather than optimise absolute pricing outcomes.
Regulatory:
Delays in the calculation or payment of RoRi reimbursements by the Spanish Government may result in short-term cash flow pressure and uncertainty.
Material updates to the RoRi framework during prior years have included more frequent updates and closer alignment with energy market pricing. While payment timing risk has not been fully eliminated, there is improved regulatory clarity than in the past, reducing uncertainty and supporting more stable cash flow expectations.
Regulatory:
Potential new regulations on olive oil specifications could affect processing requirements, product marketability and demand.
Management remains actively engaged with industry associations and peers to inform the development of proposed specifications. Initial requirements are now in force, which Oliva is currently capable of complying with. In parallel, the business continues to review alternative uses and markets for olive oil products to preserve optionality should regulatory requirements evolve, with stringent limits likely in the future.
Climate:
Extreme weather conditions, particularly drought in Andalucía, may reduce olive harvesting volumes, impacting biomass feed-stock supply and the operations of offtakers.
The Oliva management team continues to retain in-house procurement expertise, strengthening relationships across the local supply chain. This enables more active sourcing, improved procurement planning and greater flexibility in response to short-term supply constraints. While climate variability remains a structural risk, active management helps mitigate near-term impacts.
Operational:
Volatility in commodity and energy markets may affect revenues and margins, particularly during periods of operational curtailment.
Operational flexibility, including strategic stoppages and participation in ancillary service markets (introduced during 2025), allows Oliva to generate revenue during periods when base dispatch is uneconomic. Hedging and active operating decisions support an element of margin stability, while regulatory mechanisms continue to buffer full exposure to market volatility.
Health and safety:
Inadequate health and safety practices could lead to incidents, regulatory breaches or operational disruption.
The Investment Manager and the Oliva management team have increased monitoring, review and audit activity focused on the O&M contractor. Enhanced oversight ensures compliance with contractual, regulatory and best practice standards, with continuous improvement reviewed at senior management level.
Driva
Green gas distribution and supply for the city of Stockholm
Investment Highlights
Investment type
Direct equity
Acquisition date
October 2020
Asset location
Stockholm, Sweden
No. of projects
1
Project equity value and as a percentage of SEIT's GAVAPM
c.SEK 1,120 million (c.£89 million) (c.8%)
Project-level debt
c.SEK 682 million
Capacity
Distributing approximately 220GWh/year of gas
Technology
Green gas distribution
Forecast project life remaining
c.19 years and terminal value
Lifecycle stage
Operational
Counterparties/offtakers
Various, including c.47,000 residential customers and c.750 commercial and industrial customers
O&M
Driva
Fuel supply
Biokraft, Gasum, Others
83.7
88%
EBITDA (SEK million)
Y/E December 20251
% of green gas
Y/E December 20251
Y/E December 20241: 73.3
Y/E December 20241: 92%
1. Unaudited figures.
Investment Overview
Driva operates Stockholm's biogas distribution network - an urban grid powered predominantly by biogas. Serving c.50,000 residential and commercial customers, it plays a critical role in the city's low-carbon energy mix. The biogas supplied through the network is sourced from municipal waste streams generated from around the city, creating a model for local circular economy infrastructure, as well as other biogas sourced around Sweden and Europe. Driva's customer base includes residential users connected to the city's biogas grid, as well as commercial clients in sectors such as food & beverage and industrial that use biogas for heating and process energy.
Driva Revenues and Cost Model
The investment's revenues consist of:
· fixed tariff (c.53% of revenues): annual fixed fee to the regulated grid from end users, which is not related to consumption and is generally reviewed annually; and
· variable fee (c.47% of revenues): fees paid for the supply of gas which are related to consumption. Tariffs and prices are generally reviewed annually, or more frequently if required, and are predominantly based on gas costs and a margin.
Business Updates and Accretive Projects
Driva delivered strong operational performance during the year, with EBITDA ahead of the prior year, reflecting predictable demand across the core gas distribution network and continued operational discipline. Performance benefited from improved cost control and a supportive regulatory environment, alongside early contributions from new service lines developed as part of the company's strategic repositioning. The proportion of green gas in the network was 88% in 2025 (2024: 92%), reflecting movements in supply mix during the year, while the overall network remained powered predominantly by biogas.
During the year, Driva continued to evolve beyond its traditional role as a gas distribution business, expanding into a broader Energy‑as‑a‑Service ("EaaS") offering. These initiatives are designed to diversify revenues, deepen customer relationships and position the platform for long‑term relevance in a decarbonising urban energy system. During calendar year 2025, the following EaaS projects reached operation:
· the successful launch of a Biogas‑as‑a‑Service ("BaaS") project at Arvid Nordqvist in the first half of 2025, enabling biogas to be used in the roasting of coffee beans;
· ten Charger‑as‑a‑Service ("CaaS") sites reaching operation, of which eight were associated with bus depots;
· one new Solar‑as‑a‑Service ("SaaS") project achieving operations early in the year; and
· 14 Heating‑as‑a‑Service ("HaaS") projects becoming operational during the year.
Alongside the delivery of new service lines, investment continued in the core network and supporting infrastructure. The Södertörn pipeline project was completed in early Q1 2026, comprising the construction of new grid infrastructure and commissioning of existing pipelines between Gladökvarn, Skogås and Sköndal. This investment extends the distribution network, connects a new large customer and supports the development of new demand for biogas in the area.
Operational efficiency initiatives also progressed during the year. The Driva team continues to actively manage and reduce gas leakage through enhanced monitoring and targeted management of grid pressures across the distribution network, supporting both environmental performance and operating efficiency. The Driva team also continues to implement a robust hedging policy and identify long-term supply contracts in order to protect its customers and the company from any volatility in the energy market.
Capital Structure
Driva is financed through project-level debt facilities (with no recourse to or guarantees from the Company), structured to reflect the regulated nature of the core distribution business and its predictable cash flow profile. Covenants are monitored closely with forecasts confirming expected future covenant compliance.
Outlook
In the near term, Driva's focus will be on continuing to scale new service lines while maintaining the stability and reliability of the core distribution network. Management attention remains on operational performance, effective capital investment and delivery of recently commissioned EaaS projects.
Demand is expected to remain resilient, supported by the essential nature of the distribution network and continued interest in low-carbon energy solutions. The management of customer churn, particularly within the traditional gas customer base, remains an area of focus, alongside active engagement with regulators as the policy framework continues to evolve.
Over the medium term, Driva is expected to strengthen its position as a diversified, low‑carbon urban energy infrastructure platform, combining regulated network revenues with a growing portfolio of service-based offerings. This diversification is intended to support resilient, long-term cash flows while aligning the business with Sweden's broader energy transition objectives.
Risk type and description
Mitigation
Operational:
Higher than expected customer churn, resulting in a reduction in connected customers and lower revenues.
Management continues to implement a focused customer retention strategy aimed at improving customer experience and service reliability. While churn reduced during the year, it remains an inherent risk given the maturity of certain customer segments. Development of Energy as a Service ("EaaS") offerings, including charging, heating and biogas solutions, supports diversification of revenues and reduces reliance on the traditional customer base, helping to mitigate both the drivers and impact of churn.
Operational:
Lower than expected revenues from transport and restaurant customer segments.
As the electrification of Stockholm's bus network progresses, management continues to adapt the offering by expanding into adjacent transport products, including Charging as a Service and biogas supply for marine transport. In the restaurant segment, sales capability and product offerings continue to evolve to broaden the addressable market and support customer acquisition and retention.
Regulatory:
Periodic regulatory updates may result in revenues being lower than expected.
This remains a cyclical feature of the regulated framework which follows a three-year review process. Driva actively engages with regulators, both directly and through industry co-ordination with other transmission system operators ("TSOs").
Commodity:
Volatility in biogas procurement costs may increase operating costs.
Driva continues to implement a hedging strategy designed to reduce exposure to short-term energy market volatility. Identifying and executing medium to long-term supply contracts also supports a stable gas cost basis. Customer contract structures and pricing mechanisms enable cost movements to be passed through to customers over time, limiting margin exposure while maintaining competitiveness.
Regulatory/ESG:
New EU regulations on methane emissions may impose additional compliance obligations or costs.
Driva currently operates within applicable regulations and has established monitoring and operational controls across the network. Nonetheless, Driva continues proactive steps to develop decarbonisation plans, including ongoing investment in leakage monitoring and pressure management.
Financial Review and Valuation Update
Key Information as at 31 March 2026
£87m1
£84m
Loss before tax (March 2025: Profit before tax £70m)
Investment cash inflow
(March 2025: £97m)
(8.1)p
£1,078m
EPS (March 2025: 6.4p)
Portfolio value
(March 2025: £1,197m)
Financial Performance
For the year to 31 March 2026, the Company is reporting a loss before tax of £87 million (March 2025: profit before tax of £70 million). The year-on-year impact was specifically due to unrealised valuation losses in the year to 31 March 2026 of £119 million, reflecting the net impact of unwinding the prevailing discount rate applied to the portfolio and specific downward adjustment at portfolio and asset level.
This (unrealised) valuation movement primarily reflected a reassessment of forward-looking assumptions in those parts of the portfolio whose value depends on future construction, development and growth. These are activities that, under the Company's existing investment policy and capital availability, the Company is increasingly unlikely to fund itself. These assumption changes do not reflect deterioration in the overall underlying operational performance of the portfolio, which remained resilient during the year.
Portfolio Cash Generation to Cover Dividends
The cash inflow from the portfolio was £84 million, a decrease of c.13% from the comparative period (March 2025: £97 million) due to reinvestment of cash generated and debt restrictions in some of the underlying investments. After allowing for Company-level costs of £31 million (March 2025: £28 million), this enabled the Company to cover three cash dividends of £52 million paid in the year by 1.0x (March 2025: four paid, £68 million).
Investment cash inflow consists of cash receipts by SEIT from underlying long-term contracts at project level and includes both regular receipts of dividends, interest and capital receipts. Capital receipts came from Onyx in the year where the acceleration of investment returns to SEIT is due to the nature of the C&I solar projects' financing structure. Tax equity is received at mechanical completion and repays the construction funding. These contributions from Onyx are therefore directly linked to continued investment and reinvestment. Due to the Company's considerable capital constraints during the latter half of the year, distributions from Onyx have been meaningfully reduced. Once operational, the Onyx assets will deliver long-term stable cash flows.
Dividend cash coverAPM twelve-month period to March 2026
Investment cash inflow from the portfolio2
£84m
Net cash
inflow from portfolio
£54m
Dividends
paid to shareholders
£(52)m
Company expenses
£(31)m
Dividend
cash coverAPM
1.0x
Finance costs
£(17)m
Management fee and other expenses
£(14)m
1. Includes unrealised losses from valuation of £119 million
2. Excludes disposal proceeds, refinancing receipts and operational cash generated at Onyx and Zood which has been retained at asset levels. Includes return of capital (£40 million) from Onyx.
Analysis of Movement in NAVAPM
As of 31 March 2026, the NAV per shareAPM is 77.8 pence. The Investment Manager assesses the impact of the following components on valuations since 31 March 2025:
· loss per share in the year was (8.1) pence, which was made up of Portfolio ValuationAPM movements of: (5.7) pence (consisting of 0.3 pence of macro changes and (6.0) pence of portfolio movements), net FX increase of 0.3 pence and Company expenses of (2.7) pence; and
· dividends paid during the year were 4.8 pence.
Opening NAV
90.6p
EPS
(8.1)p
Dividends paid
(4.76)p
Portfolio Valuation movements
(5.8)p
Net FX movement
0.3p
Company expenses
(2.6)p
Dividends paid
The Company paid a total of £52 million in dividends to shareholders in the year. This included the last quarterly interim dividend for the year ended 31 March 2025 and the first two quarterly interim dividends for the year ended 31 March 2026. The Company has paid a third quarterly interim dividend for the year ended 31 March 2026 in May 2026.
Macro changes
0.3
Hedging gains
1.1
Management fees
(0.7)
Valuation - Portfolio movements
(6.1)
Net FX movement
(0.8)
RCF interest
(1.7)
Total
(5.8)
Total
0.3
Other expenses
(0.2)
Total
(2.6)
FX movement
The Company's hedging strategy is executed at the level of Holdco, so the Company itself is only indirectly exposed to foreign exchange movements. The objective of the Company's hedging strategy in the year was to protect the value of both near-term income and capital elements of the portfolio from a material impact on NAVAPM arising from movements in foreign exchange rates.
In line with the policy, the Investment Manager maintained hedging levels of between 75-90% of its non-GBP investment. The negative impact of FX movements reported in the interim results has been largely offset during the second half of the year, which meant the impact to NAVAPM due to currency movements in the year was limited to c.£4 million, which is less than 1% of NAVAPM.
Company expenses
Company expenses are primarily comprised of finance and interest costs relating to the RCF (at Holdco, c.£17 million) and management fees (c.£7.6 million).
Portfolio Basis NAVAPM
Portfolio
ValuationAPM
£1,078m
Working
capital
£(2)m
RCF
£(233)m
Cash
£2m
NAVAPM
£845m
March 2026: Portfolio ValuationAPM
Approach
The Investment Manager is responsible for carrying out the fair market valuation of SEIT's portfolio of investments (the "Portfolio ValuationAPM"), which is presented to the Directors for their consideration and approval. Portfolio ValuationsAPM are carried out on a six-monthly basis, at 31 March and 30 September each year. The Portfolio ValuationAPM is the key component in determining the Company's NAVAPM. NAV is not always a reliable reflection of net realisable proceeds under a wind-down scenario.
The Company has a single investment in a directly and wholly owned holding company, SEEIT Holdco. It recognises this investment at fair value. To derive the fair value of SEEIT Holdco, the Company determines the fair value of investments held directly or indirectly by Holdco (the "Portfolio ValuationAPM") and adjusts for any other assets and liabilities. The valuation methodology applied by Holdco to determine the fair value of its investments is materially unchanged from the Company's IPO and has been applied consistently in each subsequent valuation. See Note [4] for further details on the valuation methodology and approach. A reconciliation between the Portfolio ValuationAPM at 31 March 2026 and investment at fair value shown in the financial statements is given in Note [11].
For the Portfolio ValuationAPM at 31 March 2026, the Directors commissioned a third‑party valuation expert to provide an assessment of the appropriate discount rate range for the largest investment exposures representing approximately 75% of the Portfolio ValuationAPM at 31 March 2026) in order to support the valuation prepared by the Investment Manager. The discount rates used for the valuations of predominantly all the investments prepared by the Investment Manager was within the ranges advised by the third-party valuation expert.
Movements in Portfolio ValuationAPM
The Portfolio ValuationAPM as at 31 March 2026 is £1,078 million, compared with £1,197 million as at 31 March 2025.
After allowing for investments made of £54 million and cash receipts from investments of £101 million and disposals of £6 million, the Rebased Portfolio ValuationAPM is £1,144 million. Adjusting for changes in macroeconomic assumptions (£3 million), foreign exchange movements (£(8) million, excluding the effect of hedging) this resulted in a portfolio movement of £61 million.
Further information on key investments and potential future valuation movements can be found in Note [3].
Valuation Movements
A breakdown of the movement in the Portfolio ValuationAPM in the year is illustrated in the following chart and set out in the table below.
Valuation Bridge
i Changes in macroeconomic assumptions
£3m
ii Changes in foreign exchange rates
£(8)m
iii Portfolio movements
£(61)m
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i Changes in macroeconomic assumptions - impact of £3 million:
· Inflation assumptions:
· consistent with previous years. The approach to all geographies is to apply three‑year near-term bridge to the relevant long-term inflation assumption;
· 2026 expectations are marginally increased in both the US and UK, based on latest inflation curves; and
· long-term inflation assumptions remain the same as applied to the March 2025 valuation.
· Tax rate assumptions:
· no changes to corporation tax rate assumptions during the period; and
· the Company benefits from meeting certain withholding tax relief criteria for distributions from US assets due to its status as a listed company. The Company also benefits from group relief in the UK that allows offsetting of intra-group tax gains and losses
ii Changes in foreign exchange rates - impact of £(8) million (before hedging):
· Investment portfolio decreased by £8 million during the year from movements in foreign exchange rates, driven by the movement of GBP against the US dollar, euro, Singapore dollar and Swedish krona since 31 March 2025 or since new investments were made in the year.
· This reflects only the movement in underlying investment values and does not account for the offsetting effect of foreign exchange hedging that SEEIT Holdco applies outside of the Portfolio ValuationAPM.
· SEEIT Holdco experienced an aggregate gain of £12 million due to foreign exchange hedging.
· Overall foreign exchange movements did not have a significant impact on NAVAPM during the year, resulting in a net gain of c.£4 million from foreign exchange movement, staying within expected outcomes of the existing hedging strategy.
iii Portfolio movements - impact of (£61) million:
· Portfolio weighted average discount rate ("WADR") of 9.5% levered (March 2025: 9.6%).
· The WADR is considered a reasonable proxy for the return that could be generated by the portfolio over time, all other factors remaining equal.
· This refers to the balance of valuation movements in the period, excluding (i) to (ii) above, which provided a net downwards movement of £67 million. The portfolio movements reflect in aggregate:
· the net present value of the cash flows unwinding over the year at the average prevailing portfolio discount rate; and
· the Portfolio ValuationAPM as at 31 March 2026, and by implication the return achieved over the period, includes a number of key estimates and judgements of future cash flows expected from different investments. In addition, specific adjustments to future cash flows were required for events during the period that affected the actual outcome from certain investments.
· The key factors that have had a material impact on the 31 March 2026 Portfolio ValuationAPM are listed below; these have had a value impact of 1% or higher on the Company's NAVAPM:
Additional information and sensitivities are disclosed in the critical estimates and judgements section of Note 3.
Oliva Spanish Cogeneration
· Regulatory (Ro) update / EU ETS II: The start of EU ETS II and the first early 2026 Ro updates for the year implied materially lower CO2 compensation than previously assumed. The assumption was applied over the remaining regulatory life of the affected assets with no mitigation assumed, which resulted in a negative impact of c.£25 million.
Onyx
· To reflect increased pressure in recent months on the willingness of the market to ascribe value to future pipeline, material adjustments were made to forward-looking development and construction outcomes, particularly:
· to reflect capital constraints and post‑2027 tax credit profile, the community solar pipeline was removed entirely (previously assuming 425MW of deployment between 2027 and 2031), resulting in a negative impact on valuation of c.£30 million; and
· reduced C&I deployment assumptions: The C&I pipeline was stepped down over the medium term due to capital constraints (and recognising that a tail of sites may be uneconomic without tax credits), resulting in a negative impact on valuation of c.£15 million.
RED-Rochester
· Glencore load forecast re-assessment or alternative utilisation of available capacity:
· the prior valuation assumed a 100% probability of the Glencore (previously owned by Li-Cycle) facility coming online - over time and on a ramp-up basis (offset by a discount rate risk premium applied to indicate higher risk of achieving cash flow levels targeted). Given delayed progress in the last six months to complete the Glencore facility and link it up with the RED-Rochester supply, the valuation approach taken was to significantly reduce the probability of future cash flows, offset by removing the discount rate risk premium, resulting in a net negative impact of c.£35 million; and
· timing delays to full loads and infrastructure revenues: The ramp‑up to full loads was deferred by six months to mid‑2028 (previously assumed to resume when construction restarts), creating a further c.£8 million negative impact.
· Business development pipeline updates: In early 2026, a new client, Reju, signed a land agreement with Kodak. Based on expected loads from the new client, adjusted for anticipated commencement and applying a significant haircut to the probability of achieving full revenues, the net positive impact on the Portfolio ValuationAPM as at 31 March 2026 is c.£17 million.
Primary Energy
· RECs: Primary's ability to continue selling compliance Renewable Energy Certificates ("RECs") depends on legislation being extended by the end of 2026; otherwise it would revert to lower‑priced voluntary RECs. The valuation retains a significant discount rate risk premium but the assumed forecast REC pricing beyond 2026 has been heavily reduced to reflect leglisation renewal risk is higher than at the previous valuation date, leaving residual exposure to where voluntary REC prices settle. Overall, the negative valuation impact is c.£20 million.
Weighted average discount rate at 31 March 2026
(compared to 31 March 2025)
Levered/unlevered
UK
US
Europe/Asia
Combined
Levered
2026
9.6%
9.6%
8.8%
9.5%
2025
9.1%
9.9%
8.8%
9.6%
Unlevered
2026
9.4%
8.6%
7.7%
8.5%
2025
9.1%
8.7%
7.8%
8.5%
Breakdown of discount rate (unlevered) at 31 March 2026
(compared to 31 March 2025)
UK
US
Europe
Combined
Weighted average risk-free rate
2026
5.3%
4.6%
3.3%
4.4%
2025
5.0%
4.4%
3.2%
4.2%
Risk premium
2026
4.1%
4.0%
4.4%
4.1%
2025
4.1%
4.2%
4.7%
4.3%
Weighted average discount rate (unlevered)
2026
9.4%
8.6%
7.7%
8.5%
2025
9.1%
8.7%
7.8%
8.5%
The weighted average discount rate on a unlevered bases as at 31 March 2026 was 8.5%. The year-on-year movement reflects an increase in overall discount rates which has been offset by a material equal reduction due to portfolio weighting changes where less value is ascribed to investments with higher discount rates, as well as reflecting valuation movement in cashflow assumptions. The levered discount rate year-on-year is also a function of portfolio weighting changes and a reduction in assumed required leverage in future years. The post year end disposal has not had a material impact on weighted average discount rates.
Short-Term Debt
The Company, via Holdco, has a £240 million RCF in place until March 2028. The Company intends for this to be short-term finance, repayable through surplus distributions from the portfolio, and investment disposals. As at 31 March 2026, the RCF balance was £233 million and at the date of this report, has been reduced to c.£190 million using disposal proceeds received in April 2026. Repayment of the RCF is a priority for disposal proceeds.
Consolidated GearingAPM Position
Debt at 31 March 26 (GBP)
Debt as a % of EV1
Debt as a % of NAVAPM
Primary Energy (USA)
113m
7.3%
RED-Rochester (USA)
74m
4.8%
Onyx (USA)
199m
12.9%
Driva (formerly Värtan Gas) (Sweden)
54m
3.5%
Capshare (Portugal)
11m
0.7%
Zood (UK)
18m
1.1%
Structural gearing
469m
30.3%
55.5%
Revolving Credit Facility
233m
15.1%
27.6%
Aggregate gearing
702m
45.4%
83.1%
Since 31 March 2026, overall gearingAPM levels have decreased by c.£70 million to c.75% of NAV following the asset disposals completed in April 2026 and further project level debt amortisation.
1. Enterprise Value consists of c.£0.8 billion of NAV and c.£0.7 billion of debt.
Ongoing ChargesAPM
The portfolio's ongoing charges ratioAPM, in accordance with AIC guidance, is 1.05% (March 2025: 1.16%). Overall operating costs have remained in line with 2025 other than a reduction in management fees; the increase is reflective of the reduction in average published NAV. The ongoing charges percentage has been calculated on a Portfolio basis to take into consideration the expenses of the Company and Holdco.
March 2026
March 2025
Expenses - Management fees
£7.6 million
£8.7 million
Expenses - Other
£2.6 million
£2.7 million
Average NAV
£967.2 million
£983.0 million
Ongoing charges %
1.05%
1.16%
Directors' Responsibility Statement
The 2026 Annual Report which will be published as noted above contains a responsibility statement in compliance with DTR 4.1.12. This states that on 24 June 2026, the date of the approval of the Annual Report, the Directors 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 profit of the Company; and
· the Strategic Report: Portfolio Review 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.
Tony Roper
Chair
Statement of Comprehensive Income
For the year ended 31 March 2026
Note
For the year ended 31 March 2026 £'millions
For the year ended 31 March 2025 millions
Investment (loss)/income
5
(76.5)
81.2
Total operating (loss)/income
(76.5)
81.2
Fund expenses
6
(10.9)
(11.1)
(Loss)/profit for the year before tax
(87.4)
70.1
Tax on (loss)/profit
7
-
-
(Loss)/profit for the year
(87.4)
70.1
Total comprehensive (loss)/income for the year
(87.4)
70.1
Attributable to:
Equity holders of the Company
(87.4)
70.1
(Loss)/earnings per ordinary share (pence)
8
(8.1)
6.4
All items in the above statement derive from continuing operations.
Statement of Financial Position
As at 31 March 2026
Note
31 March 2026 £'millions
31 March 2025 £'millions
Non-current assets
Investment at fair value through profit or loss
11
845.1
984.2
845.1
984.2
Current assets
Trade and other receivables
0.2
0.3
Cash and cash equivalents
1.2
0.9
1.4
1.2
Current liabilities
Trade and other payables
(2.0)
(1.8)
Net current liabilities
(0.6)
(0.6)
Net assets
844.5
983.6
Capital and reserves
Share capital
12
11.1
11.1
Share premium
12
756.8
756.8
Other distributable reserves
12
219.2
270.9
Accumulated losses
(142.6)
(55.2)
Total equity
844.5
983.6
Net assets per shareAPM (pence)
10
77.8
90.6
The financial statements in this report were approved by the Board of Directors on 24 June 2026 and signed on its behalf by:
Christopher Knowles Tony Roper
Director Director
Company number: 11620959
Statement of Changes in Shareholders' Equity
For the year ended 31 March 2026
Note
Share capital £'millions
Share premium £'millions
Other distributable reserves £'millions
Accumulated losses £'millions
Total equity £'millions
Balance at 1 April 2025
11.1
756.8
270.9
(55.2)
983.6
Dividends paid
9
-
-
(51.7)
-
(51.7)
Total comprehensive loss for the year
-
-
-
(87.4)
(87.4)
Balance at 31 March 2026
11.1
756.8
219.2
(142.6)
844.5
Note
Share capital £'millions
Share premium £'millions
Other distributable reserves £'millions
Accumulated losses £'millions
Total equity £'millions
Balance at 1 April 2024
11.1
756.8
339.3
(125.3)
981.9
Dividends paid
9
-
-
(68.4)
-
(68.4)
Total comprehensive income for the year
-
-
-
70.1
70.1
Balance at 31 March 2025
11.1
756.8
270.9
(55.2)
983.6
Statement of Cash Flows
For the year ended 31 March 2026
Note
For the
year ended 31 March 2026 £'millions
For the
year ended 31 March 2025 £'millions
Cash flows from operating activities
(Loss)/profit for the year before tax
(87.4)
70.1
Adjustments for:
Loss/(gain) on investment at fair value through profit or loss
5
136.1
(7.3)
Loan interest income
5
(3.1)
(3.9)
Operating cash flows before movements in working capital
45.6
58.9
Changes in working capital
Decrease/(increase) in trade and other receivables
0.1
(0.1)
Increase(decrease) in trade and other payables
0.2
(0.8)
Net cash generated from operating activities
45.9
58.0
Cash flows from investing activities
Additional investment in Holdco
11
-
(7.0)
Loan principal repayment received
11
3.0
13.9
Loan interest income received
3.1
3.9
Net cash generated from investing activities
6.1
10.8
Cash flows from financing activities
Dividends paid
9
(51.7)
(68.4)
Net cash used in financing activities
(51.7)
(68.4)
Net movement during the year
0.3
0.4
Cash and cash equivalents at the beginning of the year
2
0.9
0.5
Cash and cash equivalents at the end of the year
2
1.2
0.9
The financial information set out above does not constitute the Company's statutory financial statements for the years ended 31 March 2026 or 2025 but is derived from those financial statements. Statutory financial statements for 2025 have been delivered to the registrar of companies, and those for 2026 will be delivered in due course. The auditors have reported on those financial statements. Their report on the financial statements for the year ended 31 March 2026 was (i) unqualified; (ii) drew attention, by way of a "Material Uncertainty Related to Going Concern" section, to Note 2 of the financial statements concerning the company's ability to continue as a going concern. As described in note 2, the Board announced on 9 April 2026 its intention to propose a managed wind-down of the company, involving the orderly realisation of assets and return of capital to shareholders over time, which is subject to shareholder approval at a General Meeting to be held after publication of these financial statements. The timing and outcome of this process, including the potential for a whole portfolio realisation which could significantly accelerate the realisation timetable compared to an orderly managed wind-down delivered through staged asset disposals, are uncertain. In addition, a continuation vote is required to be put to shareholders at the Annual General Meeting expected to be held in September 2026 in accordance with the company's Articles of Association. While the directors expect that the Articles may be amended following the proposed approval of the managed wind-down proposals, this is also subject to shareholder approval and therefore cannot be assumed at the date of approval of these financial statements. The directors do not have control over the outcome of these shareholder votes. These conditions, along with the other matters explained in note 2 to the financial statements, indicate that a material uncertainty exists that may cast significant doubt on the Group's and Company's ability to continue as a going concern - the auditors' opinion is not modified in respect of this matter; and (iii) did not contain a statement under section 498(2) or (3) of the Companies Act 2006. The auditors' report on the financial statements for the year ended 31 March 2025 was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498(2) or (3) of the Companies Act 2006.
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