REG - VH Global Energy Inf - Annual Results for the period ended 31 Dec 2025
19/03/2026 07:02
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RNS Number : 2220X VH Global Energy Infrastructure PLC 19 March 2026
VH GLOBAL ENERGY INFRASTRUCTURE PLC
(the "Company")
Annual results for the period ended 31 December 2025
The Board of VH Global Energy Infrastructure plc (ticker: ENRG) is pleased to
report its annual results for the year ended 31 December 2025.
The Annual Report and Accounts for the year ended 31 December 2025 will be
made available on the Company's website at
www.globalenergyinfrastructure.co.uk
(https://www.globalenergyinfrastructure.co.uk)
HIGHLIGHTS
Financial (as at 31 December 2025)
Net Asset Value
£404.8m
31 Dec 2024: £408.5m
NAV per share
102.28p
31 Dec 2024: 103.21p
Total leverage of ENRG as a % of NAV
7.6%
31 Dec 2024: 6.6%
Dividend coverage
0.96x
31 Dec 2024: 0.96x
Dividend per share paid in FY 2025
5.80p
FY 2024: 5.71p
Dividend yield, based on share price on 31 December 2025
8.8%
31 Dec 2024: 8.7%
% of underlying revenues contracted and inflation-linked
>90%
31 Dec 2024: >90%
Sustainability (for the full year ended 31 December 2025)
Clean energy generated and injected into the grid
783,995(‡) MWh
31 Dec 2024: 856,666 MWh
Approximate equivalent UK homes powered annually by clean energy
290,368
31 Dec 2024: 317,284
Tonnes of greenhouse gas emissions avoided
232,866(‡)
31 Dec 2024: 262,501
Tonnes of CO(2) captured from the UK flexible power plant with CCR
3,231(‡)
Tonnes of sulfur oxides displaced
26,823(‡)
31 Dec 2024: 22,402
Note: Social and environmental metrics annotated with ‡ have been covered in
the ESG assurance engagement.
KEY UPDATES
- Asset Realisation Strategy: The Company published a circular
to shareholders in August 2025, setting out the recommended proposals for the
asset realisation strategy, which were subsequently approved at an
Extraordinary General Meeting held on 28 August 2025. Preparatory work for
the realisation process commenced during the year, and Victory Hill Capital
Partners LLP focused on positioning the most mature assets for sale, advancing
projects under construction, and actively assessing market conditions for
asset realisation across relevant energy markets.
○ US Terminal Storage: Advisors have been engaged with a
realisation process which commenced in early January 2026. Given the assets'
strong performance and their embedded value creation trajectory, strong market
interest is anticipated for this programme.
○ Brazilian Hydro Facility: The M&A market for hydro
assets in Brazil remains robust, and the sale process formally commenced in
January 2026.
○ Australian Solar PV with Battery Storage: The marketing
process started in Q1 2026. Early market indicators suggest demand for a
recently commissioned and operational hybridised distributed PV/BESS
portfolio, which could complement larger portfolios in development or
construction.
○ UK Flexible Power with CCR: The programme is expected to be
marketed upon completion of its ramp-up phase, the finalisation of additional
revenue stream negotiations, and following transition from the EPC. Victory
Hill is working closely with the operating partner and has received reverse
enquiries which are being considered.
○ Brazilian Solar PV: The M&A process kicked off in Q4
2025 with advisors appointed, and the submission of non-binding indicative
offers began in Q1 2026.
○ Spanish, Portuguese and Swedish Solar & Onshore Wind:
The programme will be marketed to potential buyers once further construction
milestones have been achieved, with the set up for hybridisation of the sites
with batteries and wind already in place. A formal sale process is expected
to commence between late 2026 and early 2027.
- Portfolio Key Updates:
○ Three solar sites in Brazil, totalling 13.3 MWdc, were
successfully energised.
○ In Australia, two solar with BESS assets were energised,
bringing the programme of existing assets to completion.
○ The flexible power and CCR plant in the UK reached full
operational status and started generating baseload power under the 15-year PPA
with Axpo, together with purified CO2 under its contract with Buse.
○ A 10.3 MW solar PV asset in Spain reached mechanical
completion in Q3 2025.
The Company's LEI is 213800RFHAOF372UU580
For further information, please contact:
Edelman Smithfield (PR Adviser)
Ged Brumby +44 (0)7540
412 301
Hamza Ali +44
(0)7976 308 914
Victory Hill Capital Partners LLP (Investment Manager)
Navin Chauhan
info@victory-hill.com (mailto:info@victory-hill.com)
Deutsche Numis (Corporate Broker)
Hugh Jonathan +44
(0)20 7260 1000
Matt Goss
Ocorian Administration (UK) Limited (Company Secretary)
oaukcosecteam@ocorian.com (mailto:oaukcosecteam@ocorian.com)
About Victory Hill Capital Partners LLP
Victory Hill Capital Partners LLP ("Victory Hill") is authorised and
regulated by the Financial Conduct Authority (FRN
961570).
Victory Hill is based in London and was founded in May 2020 by an
experienced team of energy financiers that have spun-out of a large
established global project finance banking group. The team has participated in
more than $200bn in transaction values across 91 conventional and renewable
energy-related transactions in over 30 jurisdictions worldwide. Victory Hill
is the investment manager of the Company.
The Victory Hill team has significant transactional experience across
different financial disciplines which it harnesses to assess investments
holistically from multiple points of view. The firm pursues operational
stability and well-designed corporate governance to generate sustainable
positive returns for investors. Victory Hill is a signatory of the United
Nations Principles for Responsible Investing (UN PRI), the United Nations
Global Compact (UN GC), a member of the Global Impact Investing Network (GIIN)
and is a formal supporter of the Financial Stability Board's Task-Force on
Climate-related Disclosures (TCFD).
Annual General Meeting
The Company's Annual General Meeting will be held at the offices of Victory
Hill Capital Partners LLP at 46a Great Marlborough Street, London, W1F 7JW,
2(nd) floor, on Wednesday, 20 May 2026 at 12:00 pm.
The Notice of the Annual General Meeting is set out in the Annual Report and
Accounts for the year ended 31 December 2025.
National Storage Mechanism
A copy of the Annual Report and Accounts will be submitted to the National
Storage Mechanism and will shortly be available for inspection
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
CHAIR'S STATEMENT
"While Victory Hill and the Board remain highly confident in the quality of
the portfolio, in light of the current market environment, the Company
underwent a period of meaningful transition during the year, with the adoption
and early implementation of its asset realisation strategy."
Bernard Bulkin
Chair
I am pleased to present the fifth Annual Report for VH Global Energy
Infrastructure plc (the "Company" or "ENRG") for the year ended 31 December
2025.
Since the launch of ENRG in 2021, Victory Hill has delivered net asset value
("NAV") growth through a diversified portfolio of energy transition platforms.
As the first publicly listed investment trust in the UK with a global focus on
the energy transition, ENRG was initially designed as a perpetual vehicle to
invest in a wide range of operational, under construction and ready to build
projects across the energy value chain, scaling existing platforms and adding
new ones. However, in the second half of 2022, market conditions shifted -
largely due to rising rates and inflation, and persistent macroeconomic
uncertainty - leading to a weakening in investor sentiment across the broader
renewable energy investment trust sector, and contributing to an exacerbation
of the Company's share price discount to NAV (-35.7% as of 31 December 2025).
While Victory Hill and the Board remain highly confident in the quality of the
portfolio, in light of the current market environment, the Company underwent a
period of meaningful transition during the year, with the adoption and early
implementation of its asset realisation strategy.
Asset Realisation Strategy
The Company published a circular to shareholders in August 2025, setting out
the recommended proposals for the asset realisation strategy, which were
subsequently approved at an Extraordinary General Meeting held on 28 August
2025, confirming the Board's approach for Victory Hill to manage the Company
with the intention of realising all assets in its portfolio in a timely manner
and with a view to maximising value for its shareholders. The asset
realisation strategy is intended to be executed over a period of up to three
years, by which point all capital is expected to have been returned to
shareholders. Please refer to the Circular published on 6 August 2025 for
further details.
Preparatory work for the realisation process commenced during the period under
review. Victory Hill focused on positioning the most mature assets for sale,
advancing projects under construction, and actively assessing market
conditions for asset realisation across relevant energy markets. Additionally,
the firm has been engaging with early-stage reverse enquiries regarding the
Company's assets.
Investment Activity and Portfolio Performance
In 2025, six new assets reached operational status, bringing the portfolio's
operational share to 87%, up from 69% as of 31 December 2024.
• In Brazil, three solar sites, totalling 13.3 MWdc, were
successfully energised
• The flexible power and carbon capture and reuse plant in the
UK reached full operational status and started generating both baseload power
under the 15-year PPA with Axpo, together with purified CO(2) under its
contract with Buse
• Two additional solar with BESS assets were energised in
Australia, bringing the programme of existing assets to completion
Furthermore, a 10.3 MW solar PV asset in Spain reached mechanical completion
in Q3 2025.
In terms of financing activity:
• In the US, the existing loan facility to the assets was
upsized in January 2025 from US$16m to US$30m
• In Europe, a €29.7m project finance facility was signed
supporting the solar and wind programme, for the build out of solar assets
across two sites. The 20-year facility is structured with a loan-to-value
ratio of 50%
Separately, the UK government consultation on ROC and FiT indexation did not
have any impact on the portfolio, as ENRG is entirely funded without any
public subsidy or government financial guarantees, and has no exposure to core
renewable assets in the UK.
Please refer to the Investment Manager's Report for further details on the
investment activity.
Financial Performance
The Company's NAV per share was 102.28p as at 31 December 2025, a decrease of
0.9% from the previous year.
Net cash flows from the underlying projects remain robust, resulting in a
dividend coverage ratio of 0.96x. Details on the Company's overall financial
and operational performance can be found in the Investment Manager's Report.
As at 31 December 2025, the Company remains one of the lowest geared
investment trusts in its sector with total leverage at 7.61% of NAV.
The Company announced a dividend of 1.45p per share with respect to the period
from 1 October 2025 to 31 December 2025. This brings the total dividend
declared for the financial year ending 31 December 2025 to 5.80p per share,
in line with the dividend target for 2025. The Company intends to continue
paying a quarterly dividend to shareholders. As the asset realisation strategy
progresses, the size of the dividend will depend on the level of net income
generated by the assets that remain in the portfolio.
Sustainability
ENRG continues to disclose as a Sustainability Impact fund under SDR, an
Article 9 Fund under the EU's Sustainable Finance Disclosure Regulation and
reports voluntarily its practice under the Task Force on Climate-Related
Financial Disclosures ("TCFD") recommendations and requirements.
During the period under review, ENRG's assets have generated a total of
783,995 MWh of clean energy, equivalent to powering over 290,368 average UK
homes annually. A total of 232,866 tonnes of greenhouse gas emissions were
avoided in the year, and 26,823 tonnes of sulfur oxides were displaced in the
same period, attributable to the US terminal storage assets. 3,231 tonnes of
CO(2) were captured from the UK flexible power with CCR asset.
The Company will continue to govern the assets and report to its shareholders
under the various sustainability disclosure requirements through the asset
realisation period.
Please refer to the Sustainability section on page 34 for further details.
Corporate Governance
At the May 2025 AGM, the Board was pleased to announce that all resolutions,
as set out in the Notice of AGM, were approved by shareholders.
On 28 August 2025, all the recommended proposals for the asset realisation
strategy were approved at the Extraordinary General Meeting, confirming the
Board's approach for Victory Hill to manage the Company with the intention of
realising all the assets in its portfolio in a timely manner and with a view
of maximising value for its shareholders.
Outlook
A more favourable interest rate environment, combined with the prospect of
moderating inflation, should provide a supportive backdrop for the
infrastructure investment trust sector as a whole. In parallel, expected
record-high power demand from data centres should continue driving significant
investor appetite for sustainable infrastructure assets around the world.
Against this backdrop, Victory Hill has observed robust market signals in the
M&A landscape, with several assets - including US midstream and Australian
hybrid assets, among others - continuing to attract strong interest from
institutional investors.
Close interactions with the Investment Manager provide confidence to the Board
that these conditions, combined with disciplined execution, will ensure the
timely realisation of the assets in ENRG's portfolio, while maximising returns
for shareholders and maintaining alignment with Victory Hill's incentives.
Bernard Bulkin, OBE,
Chair
18 March 2026
INVESTMENT MANAGER'S REPORT
"When the Company was launched in February 2021, it was founded on a clear
and differentiated mission: to invest in infrastructure assets critical to the
global energy transition, offering shareholders diversification across
geographies and technologies while avoiding reliance on government subsidies
and excessive project-level leverage. That mission was deliberate,
forward-looking and, we believe, right."
Navin Chauhan
Managing Partner
Since IPO, we have delivered against those objectives. We successfully built a
diversified, international portfolio of operational and late-stage
infrastructure assets, brought projects through construction into operation,
and grew both NAV over time, and dividends year-on-year. That progress relied
on strong partners on the ground and rigorous oversight. The portfolio has
remained resilient, supported by long-term contracted revenues, a conservative
balance sheet and a debt strategy that has proven well-suited in a higher (for
longer) interest rate environment. Concurrently, we have maintained a strong
origination capability and developed a pipeline that reflects where the energy
transition is heading and where supply and demand dynamics remain compelling.
From mid-2022 onwards - shortly after what turned out to be the Company's
final raise - the macroeconomic environment shifted materially. Rising
inflation, sharply higher interest rates and increased bond yields
fundamentally altered the cost of capital across global markets. For listed
renewables and infrastructure investment trusts, this created a sustained and
structural challenge. Despite continued operational performance, share prices
across the sector experienced persistent and widening discounts to NAV. ENRG
has not been immune to such movements, driven by sector-wide dynamics rather
than the performance of ENRG's assets.
Capital raising across the sector effectively stalled, constraining even
well-performing, differentiated platforms in their ability to grow in ways
that create value for shareholders. While we continued to execute on our
objective - bringing assets to operational status, progressing development
opportunities and growing cash flows - it became increasingly clear that
operating without access to additional capital and within the existing listed
capital structure was no longer viable. Put simply, we could keep managing the
assets well, but could not close the gap between the fund's share price and
its NAV. Maintaining a business-as-usual approach was no longer acceptable
because it would not have served shareholders' best interests.
This assessment was not driven by a lack of opportunity. The long-term themes
underpinning the energy transition remain compelling, and the Company was well
positioned to capitalise on them. With access to patient and appropriately
structured capital, the existing platforms could have been further developed
and new opportunities pursued - including areas such as behind-the-meter
solutions for data centres and the infrastructure required to support the
decarbonisation of energy intensive sectors that rely on high fossil-based
fuels and large scale power consumption. The platform we have built remains
strong, and we believe in the opportunities it could have pursued in different
market conditions.
In reaching this conclusion, the Board engaged shareholders and listened
carefully to their views. The consistent message was a desire to see the value
embedded within the portfolio realised and capital returned. Accordingly, in
August 2025, shareholders voted in favour of the proposed asset realisation
strategy, with the objective of maximising value and returning capital over a
period of up to three years. The Company is now fully focused on the execution
of this strategy. Whilst we recognise that market conditions for energy
transition infrastructure continue to be influenced by macroeconomic factors -
including interest rate expectations, inflationary pressures and the cost of
capital - the underlying demand for high-quality, operational infrastructure
with decarbonisation objectives in key markets remains robust.
Asset disposals will be pursued in a disciplined manner. We are fully aligned
with our shareholders and incentivised not to pursue forced sales but rather
seek to balance the timing of sales with the objective of maximising returns
to investors. We will be patient where patience is rewarded, and decisive
where it is needed. In the meantime, the investment team will continue to
actively manage the portfolio with a focus on maintaining asset performance,
protecting value and supporting assets through their operational and
contractual lifecycles. Victory Hill will continue to monitor market
developments closely and actively seek private capital focused on energy
transition infrastructure, remaining alert to opportunities to realise value
through strategic or portfolio-level transactions where appropriate.
We have strong conviction in the quality of the portfolio and believe that a
disciplined and orderly realisation process should deliver outcomes that
better reflect the underlying value of the assets. However, we no longer
believe that the listed investment trust format allows our shareholders to
fully participate in this upside on a consistent basis. While the UK
investment trust sector has many strengths, its current structural challenges
- well-documented and widely discussed - have limited the ability for value
creation to be recognised through share prices. Due to the depressed share
price when compared to the NAV of the portfolio, it became clear that
maintaining the status quo and simply continuing to manage the portfolio was
not in the shareholders' best interests. Therefore, we believe the asset
realisation strategy is the best route to unlocking shareholder value.
We would like to thank our shareholders for the trust and support placed in us
since IPO. We set out with a clear mission, and we have delivered on its core
aims. While the journey has entered an asset realisation phase, the focus of
Victory Hill remains unchanged - to act in shareholders' best interests and
seek to ensure that the maximum potential value of the portfolio is realised.
Our portfolio reflects these realities: diversified by geography and
technology, embedded in markets with supportive structural drivers, and
focused on assets that are operationally resilient and strategically
positioned within their local systems.
Market Backdrop & Outlook
The global energy system continues to evolve at pace. While decarbonisation
has lost some impetus as a defining policy objective, recent geopolitical
developments - including persistent instability in the Middle East - have
reaffirmed the strategic importance of energy security, supply diversification
and infrastructure resilience. The energy transition is no longer framed
solely around adding renewable capacity, but around building an integrated,
flexible and secure system capable of absorbing volatility and delivering
reliable, affordable power for the long term.
In the context of asset sales, these trends are very relevant as they
illustrate a central reality for active investors in energy: demand growth is
structural, and the pathway to meeting this demand require parallel
investments in clean generation, flexibility solutions, and enabling
infrastructure - including grids, storage and digital-era load management. The
ENRG portfolio has been curated with these key elements in mind and, as a
result, each programme now represents an attractive platform to continue to
expand on the infrastructure that is needed in the various markets they are
in.
Global investments in energy remain robust albeit players nowadays have
rightly become more selective. Large and mid-sized infrastructure funds have
learned the lessons of the recent past and are now more focused on energy
investments that tackle flexibility. Strategic players, who have traditionally
focused on large-scale projects, are having to look at the middle-market
segment to find the right solutions. These two groups will form the bulk of
the buyers' universe for the ENRG portfolio across all geographies. At the
same time, we cannot overlook the growth in the infrastructure secondaries
market. Institutional investors have a strong appetite for infrastructure
investments that offer uncorrelated returns, a particularly relevant
characteristic in the current environment with geopolitical hostilities
exacerbating volatility. With secondaries, these investors are able to provide
liquidity to a market that is being forced to do reallocations away from
infrastructure.
Looking at the energy markets more closely, across Europe, the transition has
advanced considerably in 2025, supported by strong renewables deployment.
This higher renewable penetration has intensified price volatility in several
wholesale markets, including extended periods of very low or negative pricing.
These dynamics emphasise the structural investment case for flexible capacity,
storage assets and enhanced grid interconnection to manage intermittency and
capture the full economic value of clean generation. Energy security remains a
strategic priority, with the European Union maintaining binding renewables
targets for 2030 and industrial policies to support domestic manufacturing of
net-zero technologies.
Comparable themes are evident in Brazil, where a historically hydro-dominated
system is adapting to rapid growth in wind, solar and distributed generation.
While this evolution enhances decarbonisation outcomes, it also introduces
greater intermittency and curtailment risk - elevating the value of flexible
energy sources.
The requirement for private capital to fund the next phase of system
development remains substantial. Our portfolio reflects these realities:
diversified by geography and technology, embedded in markets with supportive
structural drivers, and focused on assets that are operationally resilient and
strategically positioned within their local systems. While short-term
volatility may persist, the underlying themes of demand growth, system
flexibility, supply security and decarbonisation continue to shape a
compelling opportunity set for long-term infrastructure investors.
Eduardo Monteiro
Chief Investment Officer
INVESTMENT UPDATES
US terminal storage assets
• The assets delivered another year of strong operating
performance, with revenues increasing by 15.5% year-on-year and exceeding
budget expectations. This was mainly driven by higher throughput volumes at
the facility, alongside higher revenues from ancillary services as additional
handling needs of products from PMI continued to grow.
• The terminals have maintained their high operational
standards and achieved zero injuries and incidents throughout the year.
• Separately, the Company refinanced the existing loan
facility and upsized it from US$16million to US$30million, consisting of a
US$15million term loan and a US$15million revolving credit facility.
• Advisors have been engaged with a realisation process which
commenced in early January 2026. Given the assets' strong performance and
their embedded value creation trajectory, strong market interest is
anticipated for this programme.
Brazilian hydro facility
• The plant has continued to perform with zero unplanned
interruptions for a period of 18 months, extending its record even further in
its 51-year history and highlighting the strength of operations on site.
• Revenues for the period were lower compared to 2024,
primarily driven by lower average PPAs for the year. However, compared to
budget, the plant has been outperforming in 2025. In addition, the current
high power price environment points to a favourable outlook for the period
ahead.
• The M&A market for hydro assets in Brazil remains
robust, and the sale process formally commenced in January 2026.
Australian solar PV with battery storage assets
• The final two solar PV sites with co-located BESS in New
South Wales reached operational status in H2 2025, bringing the programme to
completion, with a total capacity of 37MW/60MWh, across seven assets in New
South Wales, Queensland and South Australia.
• Although the programme reached full operations, year-on-year
performance was lower reflecting reduced market volatility in 2025, lower
solar irradiation due to mild and stormy weather conditions, as well as
increased levels of daytime generation from rooftop solar and wind across the
system. In addition, the rapidly saturated green certificate market led to a
more than 50% decrease in the green certificate price, and associated revenue.
This was partially offset as the portfolio benefited from price spikes of up
to A$20,300/MWh in 2025, which the hybrid assets captured and continue to
capture as we enter a highly volatile summer season in Australia. This is in
line with our investment thesis to have merchant exposure in the Australian
power market. Furthermore, we continue to explore additional revenue
opportunities, such as capacity revenue and import capability, while
optimising the asset dispatch to capture daily high-price opportunities.
• Following on from the full commissioning and operations of
the total programme, the Victory Hill team has been preparing the portfolio
for sale and the marketing process for this programme started in Q1 2026.
Early market indicators suggest robust demand for a recently commissioned and
operational hybridised distributed PV/BESS portfolio, which could complement
larger portfolios in development or construction.
UK flexible power with CCR asset
• The asset has been delivering baseload power and purified
CO(2) in accordance with its 15‑year fixed PPA with Axpo and its CO(2)
offtake agreement with Buse. It achieved full operational status in H2 2025
and is now ramping up performance.
• The takeover of this asset from the EPC is expected to occur
in H1 2026.
• The programme will be marketed upon completion of its
ramp-up phase, the finalisation of additional revenue stream negotiations, and
following transition from the EPC. During the period under review, Victory
Hill has started working closely with the operating partner, LMPH, and has
received several reverse enquiries which are being considered.
Brazilian solar PV assets
• Three solar sites were energised during the year, bringing
the Company's total number of operational solar distributed generation assets
in Brazil to thirteen, with a total capacity of 40.5MWdc.
• Year-on-year revenues increased by 22%, reflecting an
increased generation in the period.
• As the Company's focus has shifted to asset realisation,
Victory Hill believes that, to achieve optimal execution, it would be
beneficial to market the programme with the remaining three sites as
'ready-to-build'.
• The M&A process for this programme kicked off in Q4 2025
and the submission of non-binding indicative offers began in Q1 2026.
Iberian and Swedish solar and onshore wind portfolio
• During the year, a 10.3MW Spanish solar PV asset reached
mechanical completion, and is expected to reach operational status once it is
connected to the grid by Iberdrola.
• A €29.7m project finance facility was signed for the
programme during the year, supporting the build out of solar assets across two
sites. The 20-year facility is structured with a loan-to-value ratio of 50%.
• This programme will be marketed to potential buyers once
further construction milestones have been achieved, with the set up for
hybridisation of the sites with batteries and wind already in place. As such,
a formal sale process is expected to commence between late 2026 and early
2027.
2025 Portfolio Operational & Financial Performance
Output
Programme 2025 2024 Change
US terminal storage assets 13,497,474 bbls 13,069,960 bbls 3.3%
Australian solar PV with BESS 53,371 MWh 36,182 MWh 47.5%
Brazilian solar PV 53,478 MWh 39,665 MWh 34.8%
Brazilian hydro facility 638,300 MWh 780,542 MWh -18.2%
Iberian and Swedish solar and wind 9,848 MWh n/a n/a
UK flexible power with CCR asset 29,629 MWh n/a n/a
Revenue
Programme 2025 2024 Change
US terminal storage assets US$ 28.5m US$ 24.7m 15.5%
Australian solar PV with BESS AUD 7.1m AUD 6.4m 10.6%
Brazilian solar PV BRL 29.0m BRL 23.7m 22.3%
Brazilian hydro facility BRL 162.1m BRL 179.2m -9.5%
Iberian and Swedish solar and wind EUR 0.3m n/a n/a
UK flexible power with CCR asset GBP 3.2m n/a n/a
Note: The output and revenue figures reflect assets under operation as at
31 December 2025. The energy output figure for the Brazilian solar PV assets
represents the total generation that was invoiced to the clients; it is
directly related to the revenue generated by the assets. The energy output
figure for the Brazilian hydro facility represents total net generation.
NET ASSET VALUE
The NAV of the Company decreased from £408.5m at 31 December 2024 to £404.8m
at 31 December 2025. The key NAV drivers for the period under review were:
• Dividends paid in the period of £17.2m
• Distributions from investments of £27.0m
• Lower fair value of assets, primarily driven by lower third-party
forecasted power prices for the Australian programme, and the reclassification
of the remaining three Brazilian solar assets as ready-to-build
KEY SENSITIVITIES
Power Price
The sensitivity assumes a 10% increase or decrease in market power prices
relative to the base case for the Australian solar PV with battery storage
assets, Brazilian hydro facility, Iberian and Swedish solar PV and onshore
wind assets and the UK flexible power with CCR asset. The portfolio has little
risk sensitivity given the availability and contracted based nature of the US
terminal storage assets, and the contracted nature of the Brazilian solar PV
assets. A 10% increase (decrease) in power prices across the portfolio
increases (decreases) NAV by 5.30p (5.83p).
Discount Rate
A range of discount rates is applied in calculating the fair value of the
investments, considering risk free rates, country-specific and asset-specific
risk premia and betas. The weighted average discount rate for the Company as
at 31 December 2025 is 8.57% (31 December 2024: 8.34%). A 0.5% increase
(decrease) in discount rates for portfolio assets in developed markets (UK,
the US, Australia, Spain, Sweden), and a 1.5% increase (decrease) in discount
rates for portfolio assets in emerging markets (Brazil) decreases (increases)
NAV by 5.92p (6.82p).
Inflation
The sensitivity assumes a 1% increase or decrease in long-term inflation
relative to the base case of 2.2% for the US assets, 2.5% for the Australian
assets, 2.9% for the Brazilian assets, 2.0% for the Iberian and Swedish
operational assets and 2.0% for the UK flexible power with CCR asset. For each
year of asset life, a 1.0% increase (decrease) in inflation rates across the
portfolio increases (decreases) NAV by 9.53p (8.64p).
Operating Expenses
The sensitivity assumes a 5% increase or decrease in operating expense
relative to respective contracts and budgets for each asset. A 5% increase
(decrease) in operating expenses across the portfolio decreases (increases)
NAV by 2.70p (2.63p).
Foreign Exchange
The sensitivity assumes a 10% increase or decrease in foreign exchange
movements against sterling. The Company seeks to manage its exposure to
foreign exchange movements by hedging short-term distributions from
non-sterling investments to maintain a healthy dividend cover but, due to
long-term inflation-linked revenues stemming from these investments, the
Company does not hedge the principal value of the investments. A 10% increase
(decrease) in foreign exchange rates across the portfolio decreases
(increases) NAV by 8.01p (9.80p).
Asset Life
The sensitivity assumes a one‑year increase or decrease in asset life
relative to the base cases of 30 years for the US terminal storage assets,
25 years for the Australian solar PV with battery storage assets, Brazilian
solar PV assets, Brazilian hydro facility, the Iberian and Swedish solar PV
and onshore wind assets and the UK flexible power with CCR asset. A 1 year
increase (decrease) in asset lives across the portfolio increases (decreases)
NAV by 1.59p (1.68p).
ENRG INVSTMENT POLICY
The Company will pursue its investment objective by effecting an orderly
realisation of the Portfolio while seeking to balance maximising returns for
Shareholders and the time frame for disposal. The Company will cease to make
any new investments (for these purposes and for the avoidance of doubt,
further funding provided to existing investment programmes shall not be
considered to be new investments), except in limited circumstances where, in
the opinion of both the Board and the Investment Manager (or, where relevant,
the Investment Manager's successors):
i. the investment is considered necessary or is beneficial to
protect or enhance an existing asset's realisable value;
ii. where such acquisition is required by the terms of any
existing contractual obligations; and
iii. failure to make the follow-on investment may result in a breach
of contract or applicable law or regulation by the Company
Cash Management
Any cash held or received by the Company as part of the realisation process
prior to its distribution to Shareholders will be held by the Company as: cash
or cash equivalents, namely money market funds (as defined in the 'Guidelines
on a Common Definition of European Money Market Funds' published by the
Committee of European Securities Regulators (CESR) and adopted by the European
Securities and Markets Authority (ESMA)) and other money market instruments
(including certificates of deposit, floating rate notes and fixed rate
commercial paper of banks or other counterparties having a "single A" or
higher credit rating as determined by any internationally recognised rating
agency selected by the Board which, may or may not be registered in the EU);
and any "government and public securities" as defined for the purposes of the
FCA Rules.
Borrowing
The Company may make use of limited recourse debt for Sustainable Energy
Infrastructure Investments (defined below) to provide leverage with the aim of
maintaining or enhancing the value of those specific investments and/or
shareholder returns. Such long-term limited recourse debt will not, in
aggregate, exceed 60% of the prevailing Gross Asset Value at the time of grant
of the facility. Other than as described above, it is not proposed that the
Company will take on any new borrowings.
"Sustainable Energy Infrastructure Investments" means the Company's
investments in global sustainable energy infrastructure, which must be:
i. investments that support the pursuit and attainment of the
SDGs where energy and energy infrastructure investments are a direct
contributor to the acceleration of the energy transition towards a net zero
carbon world; and
ii. investments that can be categorised into one or more of the
four investment pathways that guide the Company's investment strategy. These
investment pathways are (1) Addressing Climate Change, (2) Energy Access,
(3) Energy Efficiency, and (4) Market Liberalisation and must also fall into
one or a combination of the following categories
i. power, heat and green gas producing assets reliant on, but
not limited to, wind, solar, biomass, natural gas and hydropower technologies;
ii. production and refinement of fuels derived from biomass
sources;
iii. energy storage infrastructure such as containment and
non-processing facilities for liquid and gas fuel sources, power storage
utilising battery or gravity-based technologies;
iv. energy transportation infrastructure such as pipelines,
interconnectors and micro distribution grids;
v. distributed energy sources (heat, power, gas and steam) which
are produced close to where it will be used, rather than at a large
centralised plant elsewhere, delivered through a centralised grid
infrastructure; and/or
vi. equipment that is installed at the premises or on site, directly
connected to the premises including, but not limited to, CHP units, CCHP plant
schemes, HVAC units, lighting equipment, biomass boilers and steam raising
boilers (including intermediate pressure (IP) steam processors), in each case,
either already operating, in construction or ready-to-build.
Use of Derivatives
The Company may enter into hedging transactions for the purposes of efficient
portfolio management, which may include (as relevant) short-term currency
hedging (as described in the last published prospectus of the Company),
interest rate hedging and power price hedging. The Company does not intend to
use hedging or derivatives for investment purposes but may from time to time
use risk management instruments such as forward contracts and swaps
(collectively "Derivatives") to protect the Company from any fluctuations in
the relative value of currencies against Pound Sterling, as well as to hedge
against interest rates and power prices. The Derivatives must be traded by
private agreements entered into with financial institutions or reputable
entities specialising in this type of transaction and will be limited to
maturities no longer than 12 months. The Company targets investments that
provide sufficient asset-level returns to compensate for longer term
fluctuations in exchange rates. Furthermore, asset level returns where
possible will be linked to local inflation rates. Derivatives may be employed
either at the level of the Company, at the level of the relevant SPE or at the
level of any intermediate wholly owned subsidiary of the Company. All hedging
policies of the Company will be reviewed by the Board and the Investment
Manager on a regular basis to ensure that the risks associated with the
Company's investments are being appropriately managed. Any derivative
transactions carried out will only be for the purpose of efficient portfolio
management and will not be carried out for speculative purposes.
FINANCIAL KPIs
NAV per share growth
-0.9%
Definition
NAV divided by number of shares outstanding as at 31 December 2025.
Commentary
The NAV has decreased to 102.28p since 31 December 2024 (31 December 2024:
103.21p).
Dividend per share
5.80p
Definition
Aggregate dividends per share declared for 2025.
Commentary
The Company's target was to pay a dividend of 5.80p per share in respect of
the year to 31 December 2025 (31 December 2024: 5.71p). With the declaration
of the dividend of 1.45p per share on 20 February 2026, the total dividend
for 2025 is 5.80p per share.
Total NAV return for the year
5.72%
Definition
A measure of performance that includes both income and capital returns. This
takes into account capital gains and any dividends paid out by the Company
during the year.
Commentary
Total return reflects continued underlying delivery to shareholders
(31 December 2024: -4.3%).
Ongoing charges ratio
1.5%
Definition
Annualised ongoing charges (i.e. excluding investment costs and other
irregular costs) divided by the average published undiluted NAV in the period,
calculated in accordance with AIC guidelines.
Commentary
The Company's ongoing charges ratio was in line with the previous year
(31 December 2024: 1.5%).
OPERATIONAL KPIs
Largest three investment programmes as a proportion of NAV
69.1%
Definition
Value of the three largest investment programmes divided by the NAV at period
end.
Commentary
The three largest investment programmes are the US terminal storage assets,
the Brazilian hydro facility and the UK Flexible Power with CCR facility
(31 December 2024: 63.3%).
Largest investment programme as a proportion of NAV
28.5%
Definition
Value of largest investment programme divided by NAV at period end.
Commentary
The largest investment programme within the Company's portfolio is the US
terminal storage assets (31 December 2024: 29.3%).
Total clean energy generated and injected into the grid (MWh)
783,995(‡)
Definition
Underlying portfolio energy generated from assets in MWh.
Commentary
The portfolio's generation for 2025 in MWh (31 December 2024: 856,666),
equivalent of the annual electricity use of approximately 290,368 UK homes.
Total avoided carbon emissions
(tonnes CO(2)e)
232,866(‡)
Definition
A measure of our success in investing in projects that have a positive
environmental impact.
Commentary
The portfolio's total GHG emissions avoided in tCO(2)e from displacing fossil
fuel derived electricity (31 December 2024: 262,501), equivalent to removing
about 288,025 average sized cars from UK roads.
Weighted average carbon intensity per $1m revenue (tonnes CO(2)e / $m)
253(‡)
Definition
Portfolio's exposure to carbon-intensive companies, expressed in tonnes
CO(2)e/$m revenue.
Commentary
The calculation covers operational scope 1 and 2 emissions (31 December 2024:
60). Emissions from assets under construction are not factored into the
calculations.
Note: Social and environmental metrics annotated with ‡ have been covered in
the ESG assurance engagement.
STAKEHOLDERS ENGAGEMENT
Overview
This section of the annual report covers the Board's considerations and
activities in discharging their duties under section 172 of the Companies
Act 2006, in promoting the success of the Company for the benefit of the
members as a whole.
Stakeholders are integral to the long-term success of the Company. The
Directors recognise that, both individually and collectively as the Board,
their overarching duty is to act in good faith and in a way that is most
likely to promote the success of the Company. As set out in section 172 of the
Companies Act 2006, the Directors act for the benefit of shareholders and in
the interests of stakeholders as a whole, having regard, amongst other
matters, to:
• the likely consequences of any decision in the long term;
• the need to foster the Company's business relationships with
suppliers, customers and others;
• the impact of the Company's operations on the community and
the environment;
• the desirability of the Company maintaining a reputation for
high standards of business conduct; and
• the need to act fairly between shareholders of the Company.
All Board discussions include consideration of the longer-term consequences of
any key decisions and their implications for the relevant stakeholders.
Stakeholders
A company's stakeholders are normally considered to comprise its shareholders,
employees, customers, suppliers, as well as the wider community in which the
company operates and impacts. The Company is different in that as an
investment trust it has no employees and, in terms of suppliers, it receives
professional services from a number of different providers, principal amongst
them being the Investment Manager.
Through regular engagement with its stakeholders, the Board aims to gain a
rounded and balanced understanding of the impact of its decisions.
The Company recognises the importance of maintaining high standards of
business conduct and seeks to ensure that these are applied in all of its
business dealings and in its engagement with stakeholders. These engagement
mechanisms are kept under review by the Directors and are discussed on a
regular basis at Board meetings to ensure that they remain effective. The
importance of stakeholders is taken into account at every Board meeting, with
discussions involving careful consideration of the longer-term consequences of
any decisions and their implications for stakeholders. Details of how the
Board seeks to understand the needs and priorities of the Company's
stakeholders and how these are taken into account during all its discussions
and as part of its decision-making are set out below.
Key Decisions Made During the Year
Change in investment objective
Following shareholder approval on 28 August 2025, the Company's previous
investment objective was replaced with the following new investment objective:
The Company's investment objective is to realise all existing assets in the
portfolio in an orderly manner, to be effected in a manner that seeks to
achieve a balance between returning cash to shareholders promptly and
maximising value, while managing the portfolio so that the Company's
investments in sustainable energy infrastructure seek to make an impact by
supporting the attainment and pursuit of key UN sustainable development goals
where energy and energy infrastructure investments are a direct contributor to
the acceleration of the energy transition.
Board changes
Appointed as a non‑executive director on 20 February 2025, Mr Firth
assumed the position of chair of the Audit Committee following Ms Stephens'
retirement from the Board at the AGM on 21 May 2025.
Stakeholder Importance How the Company engages
Shareholders Continued shareholder support and engagement are critical to the existence of The Board welcomes shareholders' views and is committed to maintaining open
the Company and the delivery of its long-term strategy. The Board and the and transparent channels of communications with them. The Board is responsible
Investment Manager give a high priority to ensuring that shareholders for the content of communication regarding corporate issues and for conveying
understand the Company's strategy and goals and can monitor its performance its views to shareholders. It aims to ensure that shareholders are provided
through the robust corporate governance processes established by the Company. with sufficient information to understand the risk/reward balance to which
they are exposed by investing in the Company. The methods of engaging with
shareholders include:
Publications
The Annual and Interim Reports are made available on the Company's website.
These reports provide shareholders with a clear understanding of the Company's
portfolio and financial position. In addition to the Annual and Interim
Reports, the investor presentations made by the Investment Manager and any
prospectuses and circulars issued by the Company are also available on the
Company's website. The Company provides regular updates on portfolio
acquisitions, capital raises, share buybacks and any other relevant matter by
way of market announcements.
Annual General Meeting
All shareholders are encouraged to attend and vote at the AGM and at any
general meetings of the Company, during which the Board and the Investment
Manager are available to discuss issues affecting the Company and answer any
questions. The Company values any feedback and questions it may receive from
shareholders ahead of and during the AGM and takes action, as appropriate.
Shareholder meetings
The Investment Manager, along with the Broker, regularly meets with the
Company's shareholders to provide Company updates and to foster regular
dialogue. Feedback from all shareholder meetings and investors' views are
shared with the Board on a regular basis.
Shareholder concerns
Shareholders wishing to communicate directly with the Board or the Investment
Manager to raise any issues or concerns, should contact the Company Secretary
at the registered office address. The Chair, Senior Independent Director and
the other Directors are available throughout the year to meet with
shareholders to understand their views on the Company's performance and
governance where they wish to do so. Relations with shareholders are also
considered as part of the annual Board evaluation process.
Investor relations updates
The Board regularly monitors the shareholder profile of the Company. With the
majority of shareholders being a combination of institutional investors and
private client brokers, the Board receives regular updates on investors' views
and attitudes from the Company's Broker and the Investment Manager. The
results of these meetings are reported to the Board as part of the formal
reporting undertaken by both the Investment Manager and the Broker. The
details of substantial shareholdings in the Company are included in the
Directors' Report on page 58.
Stakeholder Importance How the Company engages
Investment Manager The Investment Manager's performance is critical for the Company to achieve The Board believes that maintaining a close and constructive working
positive and consistent long-term returns in line with its investment relationship with the Investment Manager is crucial to promoting the long-term
objective. success of the Company in an effective and responsible way. Representatives of
the Investment Manager attend Board meetings and provide reports on the
current and future activities, portfolio investments, performance, operational
and administrative matters. An open discussion regarding such matters is
encouraged, both at Board meetings and by way of ongoing communication between
the Board and the Investment Manager, facilitating a positive environment for
constructive challenge and cooperative development of solutions. Board members
are encouraged to share their knowledge and experience with the Investment
Manager and they recognise that the long-term health of the Investment Manager
is in the interests of shareholders as a whole.
The Board, through the Management Engagement Committee, keeps the ongoing
performance of the Investment Manager under continual review and conducts an
annual appraisal to consider its terms of engagement. Details regarding the
continuing appointment of the Investment Manager are set out on page 82.
Other key service providers As an investment company, all services are outsourced to third party service The Board believes that strong relationships with its other key service
providers. The Board is conscious that it is critical to foster good working providers, namely the Company Secretary, the Administrator, the Depositary,
relationships with them. the Broker and the Registrar, are important for the long-term success of the
Company. The Board maintains regular contact with its key external providers
and receives regular reporting from them, both through the Board and Committee
meetings, as well as outside of the regular meeting cycle. Their advice, as
well as their needs and views, are routinely taken into account.
Through its Management Engagement Committee, the Board formally assesses their
performance, fees and continuing appointment at least annually to ensure that
the key service providers continue to function at an acceptable level and are
appropriately remunerated to deliver the expected level of service. The Audit
Committee also reviews and evaluates the control environment in place at each
key service provider.
Lenders Availability of funding and liquidity are crucial to the Company's ability to The Company does not make use of structural debt in order to achieve its yield
take advantage of investment opportunities as they arise. and total return targets. To date, the portfolio has been equity funded
allowing for efficient asset acquisition. Once assets have been acquired and
are operational, the Investment Manager, through its extensive international
network of funding partners, may seek the most efficient debt funding on a
non-recourse basis.
Society and the environment It is of utmost importance to the Company that it positively impacts local As an investor in sustainable energy, the Company's assets have an impact on
communities through its sustainable environmental initiatives, investment in the environment. The Company has a sustainability framework which is published
areas undergoing regeneration and local employment practices. on the Company's website and our approach to sustainability is set out in the
Sustainability section of the report.
PRINCIPAL RISKS & UNCERTAINTIES
Principal Risks
The Board considers the following to be the principal risks faced by the
Company along with the potential impact of these risks and steps taken to
mitigate them.
Economic, Political and Market
Risk Description of risk/potential Impact Mitigation
1. Electricity prices The income and value of the Company's investments may be affected by future The Company holds a balanced mix of investments that benefit from (i) hedging
changes in the market price of electricity. arrangements, (ii) short, medium and long term contracts; and (iii) fixed
While some of the revenues of the Company's investments benefit from fixed price or availability-based commercial contracts; therefore protecting the
prices, they are also partly dependent on the wholesale market price of Company's revenue from volatile electricity and commodity prices.
electricity, which is volatile and is affected by a variety of factors,
The Investment Manager retains the services of market leading energy
including: consultants to assist with determining future power pricing for the respective
regions. The Investment Manager models and monitors power price curves on an
• market demand; ongoing basis and takes appropriate action. The Investment Manager reviews the
hedging strategy on an ongoing basis.
• generation mix of power plants;
• government support for various forms of power generation;
• fluctuations in the market price of commodities; and
• foreign exchange.
There is a risk that the actual prices received vary significantly from the
model assumptions, leading to a shortfall in anticipated revenues by the
Company.
2. Equity market volatility and shareholder pressure Volatility can allow significant equity positions to be built and the risk The shareholders of ENRG voted in favour of an asset realisation strategy on
that a single shareholder increases its ownership to such an extent that they 28 August 2025 to be executed by the Investment Manager.
are able to exert significant influence over the Company and decisions made by
Shareholder analysis is obtained regularly enabling monitoring of the
the Board. Company's largest shareholders. The views of the larger shareholders are
monitored by the Company and any concerns managed appropriately.
3. Policy and regulation Adverse policy framework changes, both globally and in the jurisdictions where The investments of the Company are diverse from a geographical and
the Company invests, including climate-related market shifts could have a technological perspective. Therefore, the portfolio has a low correlation to
significant impact on the value of the Company's investment portfolio. policy and legislative framework changes. Strong public demand for energy
The Company is exposed to the risk that the competent authorities may pass transition and low carbon technology supports current market trends.
legislation that might hinder or invalidate rights under existing contracts as
Furthermore, the Company invests in projects that are in a post-subsidy
well as hinder or impair the obtaining of the necessary permits, licences or environment and as such, have reduced exposure to changes in policy
concessions necessary for Sustainable Energy Infrastructure Investments. frameworks.
The actual return to shareholders may be lower than the target total return.
The Board and the Investment Manager monitor the investments and policy
framework conditions on a regular basis.
Operational
4. Counterparty risk Counterparties defaulting on their contractual obligations or suffering an The Investment Manager performs due diligence on counterparty risk before
insolvency event and asset realization strategy. entering projects. Counterparty risk is monitored by the Investment Manager on
The failure by a counterparty to make contractual payments or perform other a regular basis.
contractual obligations or the early termination of the relevant contract due
to the insolvency of a counterparty may have an adverse effect on the
Company's NAV, revenues and returns.
5. Reliance on Investment Manager The Company relies on the Investment Manager for the achievement of its The Investment Manager consists of four managing partners supported by seven
investment objective. employees, including the investment, finance, sustainability, compliance, data
The departure of some or all of Victory Hill's investment professionals could analytics and investor relations teams. A collegiate approach is taken to
prevent the Company from achieving its investment objective. investment management activities with the team having a broad range of skills
There can be no assurance that the Directors will be able to find a to support the pursuance of the Company's investment objective.
replacement manager if Victory Hill resigns.
The Investment Manager has deep knowledge of the assets, programmes and
If a successor cannot be found, the Company may not have the resources it markets in which the asset programmes are situated, and is aligned with
considers necessary to manage the Portfolio or to make or realise investments shareholders through the incentive fee structure in the alternative investment
appropriately and, as a result there may be a material adverse effect on the fund management agreement.
performance of the Company's NAV, revenues and returns to shareholders.
The performance of the Company's Investment Manager is closely monitored by
the Board.
In addition, at least once a year the management engagement committee performs
a formal review process to consider the ongoing performance of the Investment
Manager and makes a recommendation on the continuing appointment of the
Investment Manager to the Board.
6. Construction risk Construction project risks associated with the risk of inaccurate assessment The Investment Manager undertakes extensive due diligence on construction
of a construction opportunity, delays or disruptions which are outside the opportunities and seeks to have appropriate insurance in place to mitigate any
Company's control, changes in market conditions, and the inability of costs relating to delays. In addition, the Investment Manager seeks to utilise
contractors to perform their contractual commitments. EPC contractors that can provide single point, lump sum turnkey arrangements
Failure to complete projects in accordance with expectations could adversely wherever possible.
impact the Company's performance and shareholder returns.
The Investment Manager monitors construction carefully and reports frequently
to the Board where issues with contractors arise, the Investment Manager has
the experience and expertise to identify and contract with alternative
contractors.
The fund is fully invested and in now in a realisation phase. The overall
construction weighting of the portfolio is reducing as the portfolio moves
from the construction to operational phase.
Financial
Risk Description of risk/potential Impact Mitigation
7. Valuation risk Valuation of the portfolio of assets is based on financial projections and The Company has adopted a valuation policy which was disclosed in the
estimations of future results. Company's prospectus.
Actual results may vary significantly from the projections, meaning the
Fair value for each investment is calculated by the Investment Manager. The
investment portfolio could be over or under-valued which could impact the Investment Manager has significant experience in the valuation of energy
Asset realisation strategy and the objective to achieve the best price assets.
possible for the Company's assets.
The Investment Manager has a valuation working group to perform and challenge
valuations. In addition, the Investment Manager Portfolio Risk and Valuation
Committee ("PRV") reviews and challenges valuations. The PRV Committee members
are functionally independent from the team performing valuations.
The Board reviews the valuations provided quarterly by the Investment Manager.
8. Risks associated There are several risks associated with the Company's asset realisation The Board has engaged the Investment Manager to execute the asset realisation
with the asset realisation strategy strategy as follows: strategy. The Investment Manager has deep knowledge of the assets, programmes
and markets in which the asset programmes are situated. The Investment Manager
1. The best price for the Company's assets may not be achieved; has extensive credentials transacting in sustainable energy assets.
2. The asset realisation strategy may take longer than expected Asset disposals are approved by the investment committee of the Investment
which could prove detrimental to the sales price achievable if the market were Manager. The approval is presented to the Board for comments before execution
to take a downturn. is finalised.
3. The Company's investments in Sustainable Energy Infrastructure
Investments are illiquid and may be difficult to realise in a particular time
and/or at the prevailing valuation; and
4. The asset realisation strategy is reliant on a willingness to
transact from potential buyers, confirmation that they have funding sources
available and the completion of due diligence and relevant legal
documentation.
9. Conflicts of interest The Investment Manager may face actual or potential conflicts of interest In circumstances where a conflict of interest may arise in connection with the
where an asset is sold by one vehicle it manages to another vehicle managed by sale of an asset, the independent members of the Board are responsible for
the Investment Manager or its affiliates. In such circumstances, the overseeing the process to ensure that the transaction is conducted in the best
Investment Manager may have differing fiduciary duties to the respective interests of the Company and its investors. This typically includes reviewing
vehicles and their investors, including in relation to pricing, timing and the proposed transaction structure and rationale, assessing valuation and
transaction terms. pricing assumptions, considering whether the transaction has been negotiated
on an arm's-length basis, and, where appropriate, obtaining independent
third-party advice or valuation input. The conflicted parties are excluded
from decision-making, and the Board may approve, reject, or require
modifications to the transaction. The Board also ensures that the conflict and
its management are appropriately documented and disclosed, in accordance with
applicable legal and regulatory requirements.
Furthermore, the Investment Manager has policies and procedures designed to
identify and manage conflicts of interest, these measures may not fully
eliminate all conflicts or their potential impact.
10. Liquidity risks Risk that sufficient cash funds are not in place in order to meet investment The Fund is invested in a mixture of operating and construction assets.
commitments and ongoing fund costs. Operating assets have the benefit of providing cash flows. The Investment
Manager provides an annual budget to the Board for approval. Performance vs
Risk that unexpected calls are made on investments. budget is monitored on a quarterly basis by the Investment Manager and the
Board. The Investment Manager monitors the liquidity of the Company vs
forecast investment, dividend and fund costs. Liquidity is represented in
cash and money market instruments.
11. Currency The Company makes investments which are based in countries whose local Currency risk is taken into consideration at time of investment.
currency may not be Sterling and the Company may make and/or receive payments
that are denominated in currencies other than Sterling. The movement in NAV attributable to currency movements is disclosed to
investors each quarter with the NAV update.
When foreign currencies are translated into Sterling there could be a material
adverse effect on the Company's profitability, the NAV and proceeds from the The Investment Manager will consider hedging the proceeds of asset
realisation of investments. realisations.
Climate-related risks
Risk Description of risk/potential Impact Mitigation
12. Climate related risks Climate-related risks can be categorised as physical or transitional risks. The Company is invested in a diversified portfolio of energy transition
infrastructure by geography, technology and capability. These investments are
Physical risks are those associated with the physical effects of climate targeted at the energy transition to net zero. This will provide a buffer
change. They can be event-based (acute), such as cyclones, hurricanes, against variable weather patterns across the portfolio.
wildfires, heatwaves, pandemics, droughts and floods; or longer-term
(chronic) shifts in climate patterns, such as sustained higher temperatures The Company also mitigates risk through project revenues being contracted for
with melting of glaciers and ice sheets causing sea-level rise, permafrost the medium and long term. Insurance is usually in place in the event of acute
melting, chronic heatwaves and desertification, extreme variability in climate risks such as physical damage due to the floods, or wildfires
precipitation, land degradation and changes in air quality. resulting in productive losses.
Transitional risks are those that arise as economies move towards At the asset level, weather conditions are monitored and many of the renewable
less-polluting, greener solutions. These include externally imposed risks such projects have battery storage capabilities to optimise energy input to the
as the effect of legal and regulatory requirements or policy changes, changes grid. Meteorology and feedback due diligence is undertaken before investment
in societal demands, advances in technologies, market changes and the and reviewed regularly.
consequent business decisions taken to respond to such changes. Transitional
risks have the potential to crystallise suddenly, for example as a result of All assets have crisis management and business continuity plans to respond to
policy changes. Physical or transitional climate-related risks could affect disruptions. The assets are also required to have continuous improvement
the operation of the Company's assets and hence the production or revenue management systems to build capability and capacity in the local teams and
generated by the portfolio assets. operations.
13. Investment Trust Status The Company currently qualifies as an investment trust under UK tax To mitigate this risk, the Investment Manager maintains oversight of portfolio
legislation. A material disposal of assets or a significant reduction in composition and concentration, assesses the impact of any material disposals
portfolio diversification could result in the Company ceasing to satisfy on qualifying status prior to execution, and seeks professional tax advice to
HMRC's qualifying criteria, potentially giving rise to corporation tax on implement remedial or preventative actions where necessary to preserve
realised and unrealised gains and reducing the ability to distribute capital compliance with HMRC requirements.
gains to shareholders.
In addition, Board papers relating to the approval of asset disposals will
include an analysis of the potential implications for the Company's Investment
Trust status.
GOING CONCERN AND VIABILITY STATEMENT
Viability Statement
In accordance with Provision 31 of the AIC Code of Corporate Governance (the
"AIC Code"), the Directors have assessed the prospects of the Company over a
longer-term period than the 12 months required by the going concern basis of
accounting.
Assessment Period
The Directors have determined that a period ending 31 December 2028, being
approximately three years from the date of approval of these financial
statements, is an appropriate period over which to assess the Company's
viability.
In selecting this period, the Board considered:
• The Company's current asset realisation strategy;
• The expected timeline for disposal or maturity of the
remaining portfolio;
• The liquidity profile and contractual maturity of
liabilities;
• Forecast operating and wind-down costs; and
• The absence of new investment commitments.
The selected period reflects the Directors' reasonable expectation of the
timeframe within which the substantial majority of assets will be realised.
However should the asset realisation strategy be completed before 31 December
2028, then the viability period would be reduced accordingly.
Strategic Context
The Company is operating in asset realisation mode and is no longer making new
investments. The Board's objective is to maximise value for shareholders
through the orderly disposal of assets and timely return of capital, while
maintaining appropriate governance, oversight, and cost control during the
wind-down phase.
The Company is not in formal liquidation and continues to operate as an
investment company pending completion of the asset realisation strategy.
Principal Risks and Risk Management
In performing its assessment, the Board considered the Company's principal
risks as set out in the Strategic Report and how these may impact the
Company's prospects over the assessment period. Particular consideration was
given to risks most relevant to a realisation strategy, including:
• The best price for the Company's assets may not be achieved;
• The asset realisation strategy may take longer than expected
which could prove detrimental to the sales price achievable if the market were
to take a downturn;
• The Company's investments in Sustainable Energy
Infrastructure Investments are illiquid and may be difficult to realise in a
particular time and/or at the prevailing valuation; and
• The asset realisation strategy is reliant on a willingness
to transact from potential buyers, confirmation that they have funding sources
available and the completion of due diligence and relevant legal
documentation.
The Board receives regular reporting from the Investment Manager and other key
service providers and reviews portfolio valuations, disposal progress,
liquidity forecasts, and cost projections at each meeting.
Financial Analysis and Stress Testing
The Directors carried out a robust assessment of the Company's viability,
including:
• Review of detailed cash flow forecasts covering the
assessment period;
• Consideration of expected asset realisations and associated
timing assumptions;
• Analysis of working capital requirements;
• Stress testing and sensitivity analysis under severe but
plausible downside scenarios, including:
• Material reductions in disposal values;
• Extended realisation timelines; and
• Increased operating and wind-down costs.
The base case and stressed scenarios considered, the Company is expected to
maintain sufficient liquidity to meet its liabilities as they fall due and to
continue implementing its realisation strategy.
Going Concern
The Directors have separately assessed the Company's ability to continue as a
going concern for a period of at least 12 months from the date of approval of
the financial statements and have concluded that it remains appropriate to
adopt the going concern basis of accounting.
While the Company is in managed wind down, it retains sufficient financial
resources and operational capacity to continue in existence for the
foreseeable future.
Directors' Statement on Viability
Based on the assessment undertaken, and taking account of the Company's
current financial position, its realisation strategy, principal risks, and the
stress testing performed, the Directors confirm that they have a reasonable
expectation that the Company will be able to:
• Continue in operation in asset realisation mode; and
• Meet its liabilities as they fall due over the period to
31 December 2028.
This Viability Statement was approved by the Board on 18 March 2026 and is
signed on its behalf by:
Bernard Bulkin
Chair
2025 SUSTAINABILITY HIGHLIGHTS
ELEANOR FRASER-SMITH
Head of Sustainability
Sustainability Objective and Regulatory Context
The Company's sustainability investment objective is to seek to make an impact
by supporting the attainment and pursuit of key UN sustainable development
goals ("SDGs") where energy and energy infrastructure investments are a direct
contributor to the acceleration of the energy transition. This objective
underpins how the Company manages its assets and exercises stewardship
throughout the life of its investments.
In August 2025, the Company updated its overall investment objective to
reflect its asset realisation strategy, while maintaining the Sustainability
Objective. The Company adopted the FCA SDR 'Sustainability Impact' label in
2024. During asset realisation, stewardship is the primary mechanism for
delivering measurable outcomes, including reducing or displacing air emissions
and supporting climate change mitigation.
Basis for Preparation
This Sustainability section forms part of the Annual Report and covers the
year ended 31 December 2025. The disclosures in this Annual Report are
informed by selected reporting frameworks(1), as summarised on page 132. The
Company applies double materiality to identify (a) impacts on people and the
environment that inform stewardship priorities and
(b) sustainability‑related risks and opportunities that may reasonably be
expected to influence enterprise value. Sustainability information is prepared
on a consolidated basis consistent with the financial statements. Where
portfolio changes affect KPI comparability, this is explained, and certain
operational metrics will be rebaselined by end‑2026 to reflect a full year
of operations for assets that became operational during 2025. Value chain
impacts are considered where proportionate and material.
Governance and Oversight of Sustainability
Governance structure and responsibilities
The Board retains overall responsibility for oversight of the sustainability
objective, material sustainability risks and opportunities, and alignment with
applicable requirements. Delivery is led by the Investment Manager through
established governance subcommittee and implemented by operating partners.
Further information on board and management structures are described in the
governance section of this report.
Investment manager sub-committees
Management responsibility for sustainability sits with the Head of
Sustainability, supported by the investment and asset management teams and
external advisers.
Sustainability oversight is supported by the Investment Committee, Risk,
Operations and Compliance Committee, and Sustainability Committee. These
committees ensure:
• ESG due diligence and risk analysis are embedded in
investment and asset management decisions;
• Climate and nature-related risks are identified and managed
within the Company's risk framework;
• Stewardship priorities, performance monitoring and target
setting are implemented and tracked.
Committee outputs are tracked and escalated to the Board where issues are
material or require strategic direction.
These forums support accountability for operator actions, including time-bound
remediation plans and escalation where performance does not improve.
Incentives and remuneration
Sustainability considerations are embedded within the Company's broader
governance and performance framework. Sustainability performance is reflected
in annual objectives for relevant Investment Manager staff, including
stewardship delivery, ESG data quality and management of material ESG issues.
Due diligence
The Company applies a proportionate due diligence approach informed by the
principles set out in the UN Guiding Principles on Business and Human Rights
and the OECD Guidelines for Multinational Enterprises. This is embedded in
investment and asset management, to identify and manage actual and potential
adverse impacts, engage operating partners and relevant stakeholders, and
monitor and remediate issues through action plans. During asset realisation,
this is focused on ongoing oversight of existing assets and periodic risk
reviews.
Risk management and internal controls over sustainability reporting
Sustainability data is collected from operating partners under internal
protocols and reviewed by management prior to inclusion in the Annual Report
to support completeness, accuracy and consistency. Bureau Veritas provided
limited assurance over selected environmental and social metrics in accordance
with ISAE 3000, as marked (‡). The independent assurance report and basis
of reporting are available on the Company website
https://www.globalenergyinfrastructure.co.uk.
Strategy, business model and value chain
The portfolio comprises diversified sustainable energy infrastructure assets
across multiple geographies and technologies. During asset realisation, the
focus is stewardship of existing investments and value preservation, while
maintaining delivery of the sustainability objective. Sustainability
priorities centre on climate mitigation and air pollution reduction,
responsible asset stewardship, and engagement with operating partners and
local stakeholders. Key stakeholders include investors, operating partners and
contractors, communities, offtakers and customers, and regulators. Engagement
is delivered through investor reporting, operator oversight and site-level
processes led by operating partners.
Material Impacts, Risks and Opportunities
Materiality assessment overview
Material topics are reviewed annually using a double materiality lens,
reflecting asset type, geography, management input and controls, and relevant
regulatory guidance. In 2025, the assessment incorporated ESRS-aligned
concepts and expanded nature considerations informed by the TNFD. Priority
themes identified include climate physical and transition risk, climate
vulnerability, supply chain human rights, end-of-life management, asset safety
and responsible business conduct.
These priorities inform stewardship actions, KPIs and programme-level plans,
supported by operator baseline controls in governance and conduct, safety,
environmental management and responsible procurement, with escalation where
thresholds are breached. Operators are required to maintain baseline control
frameworks covering governance and conduct, operational safety, environmental
management and responsible procurement. Performance is monitored through
defined KPIs and escalated where thresholds are breached.
Interaction with strategy and resilience
The Company's strategy is designed to manage climate and transition related
risks over the short, medium and long term. The diversified nature of the
portfolio, long-term contracted revenues and active asset management approach
support resilience. More information on the Company's approach can be found in
the TCFD report on page 46.
Policies, actions, metrics and targets
The Company manages material sustainability matters through a combination of
policies, asset level actions and performance monitoring.
Relevant policies include:
• Responsible investment and stewardship policies
• Health and safety expectations for operating partners
• Environmental and social management requirements
In 2025, actions focused on improving ESG data quality, implementing
asset-level sustainability action plans and the Investment Manager developed
an updated sustainability playbook aligned with the UK Stewardship Code.
As illustrated in the materiality chart below, topics positioned in the upper
right quadrant reflect both high financial and high impact materiality, most
notably climate-related risks and governance-related matters. Supply chain
human rights and end-of-life management show elevated impact materiality with
moderate financial relevance. Operational topics such as asset safety,
availability and performance are more financially material, while waste and
material sourcing are assessed as lower on both dimensions at portfolio level.
Portfolio Energy and Carbon Reporting(1)
Energy use GHG emissions
(MWh)
(tonnes CO(2)e)
Year Energy 2025 Energy 2024 GHG 2025 GHG 2024
Scope 1 94,617(‡) 16,453 17,319(‡) 2,985
Scope 2 (location) 4,640(‡) 4,656 989(‡) 1,119
Scope 2 (market) 1,179
Onsite generation consumed 6,437(‡) 7,393
Total Scope 1 & 2 (location) 105,694(‡) 28,502 18,308(‡) 4,104
Scope 3 57,291(‡) 44,960
GHG emissions avoided(2) 232,866(‡) 262,446
Carbon captured for reuse 3,231(‡)
Total (all scopes) 105,694(‡) 28,502 75,599(‡) 49,064
(1) The Company collects GHG data monthly from operational
assets and reports annual totals in accordance with the GHG Protocol
(Corporate Standard and Scope 2 Guidance) and the Carbon Disclosure Standards
Board framework. The reporting boundary includes assets under financial
control (greater than 50% ownership). Scope 1 comprises direct emissions from
owned and controlled sources, including fuel combustion. Scope 2 comprises
indirect emissions from purchased electricity (location-based). Scope 3
comprises other indirect emissions, including transport, waste, purchased
water and fuel- and energy-related activities. Country-specific emission
factors are applied using recognised sources including the IEA, IFI, UK BEIS,
US EPA and Australian National Greenhouse Accounts. This is set out in the
Company Basis of Reporting.
(2) GHG emissions avoided are calculated by comparing
renewable generation with a fossil fuel baseline using operating margin
emission factors, consistent with PCAF guidance for renewable power
portfolios. Further detail on methodology and assumptions is provided in the
Basis of Reporting.
UK Assets - SECR(3)
Year Energy Use 2025 MWh GHG emission 2025 Tonnes CO(2)e
Scope 1 77,044 14,130
Scope 2 (location) 381 67
Scope 2 (market) 67
Total Scope 1 & 2 (location) 77,425 14,197
Scope 3 3,494
Carbon captured for reuse 3,231
Total (all scopes) 17,691
(3) SECR: Streamlined Energy & Carbon Reporting.
Carbon Footprint (tonnes CO(2)e)
2025 2024
GHG emission Emissions % total Emissions % total
Scope 1
Subtotal 17,319(‡) 23% 2,985 6%
Mobile Combustion - Owned Fleet 75(‡) 0.1% 82 0.17%
Stationary Combustion 17,244(‡) 23% 2,903 6%
Fugitive Emissions 0(‡) 0% - 0%
Scope 2
Subtotal 989(‡) 1% 1,119 2%
Purchased and Used Electricity 989(‡) 1% 1,119 2%
Scope 3
Subtotal 57,290(‡) 76% 44,960 92%
Category 1: Purchased goods and services 5(‡) 0.01% 4 0.01%
Category 3: Fuel- and Energy-Related Activities 1,059(‡) 1% 864 2%
Category 4: Upstream Transport and Distribution 10,548(‡) 14% 7,938 16%
Category 5: Waste 2(‡) 0% 14 0.03%
Category 7: Employee Commuting 17(‡) 0% 16 0.03%
Category 9: Downstream Transport and Distribution 42,428(‡) 56% 36,123 74%
Category 11: Use of Sold Products (CO(2) captured and sold) 3,231(‡) 4%
Total Emissions 75,598(‡) 100% 49,064 100%
Scope 1 and 2 emissions increased in 2025 primarily due to inclusion of the UK
flexible power plant with CCR. Scope 3 remains the largest component of the
footprint, driven mainly by upstream and downstream transport associated with
terminal storage operations. In line with the GHG Protocol, Scope 1 emissions
are reported on a gross basis and are not netted against captured CO(2).
Captured CO(2) is disclosed separately, with downstream use reflected in Scope
3 Category 11. Scope 1 and 2 emissions will be rebaselined in 2026 to reflect
a full year of UK operations. The Company also reports emissions avoided from
renewable generation using operating margin factors.
The Company undertakes periodic portfolio life cycle assessments (LCA) to
estimate whole-life emissions and avoided emissions from renewable generation
assets. LCA results are presented as contextual impact metrics and do not
substitute for the operational GHG inventory.
Portfolio Life Cycle Analysis
Metric Units Australia Brazil (Hydro) Brazil (Solar) European Solar & Wind Portfolio
Total life cycle emissions tCO(2)e 408,203 177,248 127,144 12,501 725,096
Lifetime emissions avoided tCO(2)e 366,539 8,980,587 69,905 18,850 9,435,881
Estimated average emissions avoided per annum tCO(2)e 64,562 91,578 7,882 1,254 165,276
Avoided emissions since acquisition tCO(2)e 66,608 199,829 12,149 540 279,126
Remaining 'payback' Years 5 Complete 15 10 3
Environmental
Environmental Metrics (operations impact) Unit 2025 2024
Water use including consumed Cubic metres 25,660(‡) 28,716
Water quality WQI Good(‡) Good
Total waste produced Tonnes 88(‡) 37
Waste diverted from landfill Tonnes 82 -
Renewable energy consumed MWh 6,437(‡) 7,393
Renewable energy certificates "retired" MWh 1,332 1,161
Chemical spills Tonnes 0 0
Environmental Metrics (strategic impact) Unit 2025 2024
All electricity generated MWh 783,995(‡) -
Renewable energy generated MWh 754,366(‡) 856,666
Nitrous Oxides (NOx) avoided Tonnes 2,665(‡) 2,226
Sulfur Oxides (SOx) avoided Tonnes 26,823(‡) 22,402
Particulate Matter (PM) 10 avoided Tonnes 1,365(‡) 1,140
Particulate Matter (PM) 2.5 avoided Tonnes 1,002(‡) 837
GHG emissions avoided tonnes CO(2)e 232,866(‡) 262,501
The environmental metrics table summarises absolute operational and strategic
indicators for 2025 and is intended to provide a consistent, portfolio-wide
view of performance year on year.
The Company's investments are intended to deliver positive environmental
outcomes, with climate change and air pollution identified as material themes
across the portfolio. Impact is measured through clean energy generation, GHG
emissions avoided and air pollutants displaced.
Environmental performance is supported through active asset management,
operator management systems and compliance with environmental standards. In
2025, operational performance reflected the continued ramp-up and
commissioning of assets. Purchased water volumes decreased slightly, while
waste volumes increased primarily due to commissioning of the carbon capture
and reuse facility at the UK flexible power plant. No project delays were
recorded due to environmental issues.
Water remains a key consideration for the Brazilian hydropower asset, where
generation is dependent on hydrological conditions. In 2025, water quality was
classified as "good" under the applicable Water Quality Index methodology,
with no regulatory breaches or material non-compliances. Water management is
also a focus for the US terminal storage assets, which operate in areas of
elevated water stress.
During 2025, the Brazilian solar operator continued reforestation activities
in line with permit requirements, including native planting and habitat
restoration. The Brazilian hydropower facility progressed an environmental
management plan for implementation in 2026, aligned with permit conditions and
the Hydropower Sustainability Standard.
Social
Employee Metrics Units 2025 2024
Total number of operating asset employees FTE # 76(‡) 68.5
Gender Diversity Male % 95%(‡) 97%
Female % 5%(‡) 3%
Other % 0%(‡) 0%
Employee turnover #% % 32%(‡) 35%
Total number of operator partner employees(1) FTE # 191 197.5
Health and Safety Metrics Units 2025 2024
Total recordable injuries or ill health # 2(‡) 2
(1) Employee numbers include all operating partners
including those with assets in development.
The Company has no employees. Reported and assured social data relates to
operating partner employees and contractors working directly on site and
excludes head office staff unless stated. Figures are presented as annual
averages.
Asset safety remains a priority. Two low-severity injuries were recorded in
2025, with health and safety management systems maintained across the
portfolio.
Workforce turnover remained elevated in certain programmes, particularly at
the US terminal storage assets, reflecting the small workforce size
(approximately 35 employees), where departures can result in high reported
percentages. All roles were replaced and operational performance was
unaffected. Retention initiatives remain in place.
Diversity continues to present structural challenges in technical roles,
though incremental progress in female representation was achieved through
local recruitment. No grievances were reported during the year.
Supply chain human rights remains a material issue, particularly for solar PV
components. Enhanced due diligence and contractual traceability requirements
were maintained. Consistent with prior years, no solar components were sourced
from China's Xinjiang region based on supplier disclosures and procurement
commitments.
Community engagement remains embedded within operator responsibilities and
permit conditions. In 2025, following completion of the UK flexible power
plant with CCR, the Investment Manager supported three local charities focused
on STEM education and poverty alleviation.
The indicators below support management of asset safety, labour standards and
responsible business conduct. The reduction in ISO certification coverage in
2025 reflects the commissioning of the UK flexible power plant with CCR ,
which was operational for part of the year and not yet certified. Excluding
this asset, certification coverage across the existing portfolio remained
consistent with prior year levels and proportionate to programme risk. All
operating partners maintain health and safety and environmental management
systems, and no environmental regulatory breaches or grievances were recorded
during the year.
Operations: policy and procedures Unit 2025 2024
Operating partners with H&S safety policy % 100% 100%
ISO 45001 certified % 33% 40%
Environmental management policy and system % 100% 100%
ISO 14001 certified % 33% 40%
Supplier code of conduct or equivalent % 100% 80%
Non compliance with environmental regulations £ 0 0
No of grievances received # 0 2
CLIMATE RELATED FINANCIAL DISCLOSURES
Climate and Nature-related Financial Disclosures (TCFD and TNFD)
The Company reports climate‑related financial disclosures in line with the
TCFD recommendations and has expanded its approach in 2025 to incorporate
nature‑related considerations, informed by TNFD principles. Climate and
nature risks are assessed using a consistent governance, strategy, risk
management and metrics framework.
This section focuses on financially material climate and nature‑related
risks and opportunities. Broader sustainability governance and operational
performance are set out elsewhere in this report.
Pillar 1: Governance
Board oversight
The Board retains oversight of climate and nature‑related risks and
opportunities as part of its responsibilities for strategy and risk
management. These matters are integrated within the Company's principal risk
framework. Further detail on governance structures and information flows is
provided in the Sustainability and Governance sections.
Management role
Day‑to‑day management of climate and nature‑related matters is delegated
to operating partners and overseen by the Investment Manager. Governance
structures and committee responsibilities are described in the Sustainability
section.
Pillar 2: Strategy
a) Climate and nature-related risks and opportunities over time
horizons
The portfolio's diversified technology mix and geographic spread creates
differentiated exposure to climate and nature‑related risks.
The Company considers climate and nature‑related risks and opportunities
across the following time horizons, consistent with infrastructure asset lives
and investment planning cycles:
• short term: 0 to 5 years
• medium term: 5 to 10 years
• long term: 10+ years
Given asset lives exceeding 25 years, long‑term risk considerations are
integral to strategy.
Climate-related risks
Financially relevant climate risks include:
Physical risks (acute and chronic): extreme weather and long‑term climatic
shifts affecting asset integrity, availability, operating costs and insurance.
Transition risks: policy, legal, market and technology developments affecting
revenue assumptions, compliance obligations, asset competitiveness and access
to capital.
Risks are assessed using a residual financial materiality threshold of 3% NAV,
aligned with the broader risk framework.
Portfolio diversification, contracted revenues and asset‑level climate risk
and vulnerability assessments support resilience.
Climate Related Risks
Risk category Description and potential Time horizon Example risk management
financial impact
and likelihood
and mitigation
Physical risk - chronic Longer‑term changes in temperature, wind patterns and hydrology may reduce Medium to long term. Likely over asset life. Portfolio diversification by geography and technology provides partial
renewable generation output and increase variability in asset performance. buffering. Asset‑level climate risk and vulnerability assessments (CRVAs)
Sustained hydrological shifts may reduce generation at hydro assets and inform resilience planning, while contracted revenue structures reduce
increase operating costs. short‑ to medium‑term revenue volatility.
Physical risk - acute Acute events such as flooding, wildfire, extreme heat and storm surge may Short to long term. Likely, with increasing severity over time. Engineering controls, drainage and fire management measures are implemented
cause infrastructure damage, business interruption and higher insurance where relevant. All assets maintain emergency preparedness and business
premiums, particularly for exposed assets. continuity plans. Insurance coverage is reviewed regularly as part of risk
management.
Transition risk - market Increased renewable penetration and changing market structures may increase Medium to long term. Likely. Revenue risk is managed through a combination of contracted arrangements,
power price volatility, affecting merchant revenues and valuation assumptions geographic diversification and integration of storage capabilities. Scenario
for generation assets. analysis incorporates power price sensitivities within valuation models.
Transition risk - technology, market Declining demand for conventional fuels and growth in alternative fuels such Medium to long term. Highly likely. The Company monitors fuel demand trends and tenant activity and assesses
as biofuels and hydrogen may reduce throughput volumes at terminal assets over long‑term asset positioning as part of transition scenario analysis.
time. Operational efficiency measures are pursued to protect competitiveness.
Transition risk - policy, legal and regulatory Evolving climate and nature‑related regulation, disclosure requirements and Short to long term. Likely. Regulatory developments are monitored through the governance framework. ESG
stakeholder scrutiny may increase compliance costs, affect permitting reporting systems and operator oversight processes support compliance and
timelines and influence access to capital. transparency.
Climate Related Opportunities
Opportunity Description and potential Time horizon Management approach
category
financial impact
and likelihood
and positioning
Energy transition growth Continued decarbonisation of energy systems and electrification trends are Medium to long term. Likely under transition‑aligned scenarios. The Company's portfolio is positioned in renewable generation, storage and
expected to increase demand for renewable generation, storage and flexible flexible infrastructure. Stewardship focuses on maintaining operational
capacity. This may support long‑term asset utilisation, revenue stability performance and supporting alignment with transition pathways.
and portfolio resilience.
System flexibility and market volatility Increased renewable penetration may lead to greater price volatility and Short to long term. Likely as renewable share increases. Integration of storage and flexibility capabilities within the portfolio
system balancing requirements, enhancing the value of storage and flexible supports exposure to system balancing and peak pricing dynamics.
assets. This may support revenue optimisation and long‑term competitiveness.
Access to sustainable finance and capital allocation Investor preference for lower‑emission infrastructure and sustainable Short to long term. Likely in transition‑aligned markets. The Company maintains governance, reporting and stewardship processes aligned
investment strategies may support diversified funding sources and long‑ term with sustainable finance expectations and regulatory requirements.
capital availability, potentially influencing cost of capital over time.
Fuel transition and infrastructure repurposing potential Growth in lower‑carbon fuels, including biofuels and hydrogen, may create Medium to long term. Dependent on policy and market development. The Company monitors fuel demand trends and regulatory developments and
opportunities for adaptation or repurposing within energy infrastructure value assesses long‑term positioning of relevant assets within transition
chains, supporting longer‑term asset relevance. scenarios.
Geographic and market diversification Expansion of renewable deployment and grid access in both developed and Medium to long term. Likely as energy access expands. Diversification by geography and technology remains a core strategic principle
emerging markets may create opportunities for diversification and enhanced supporting resilience across transition pathways.
portfolio resilience.
Nature-related Risks
Nature‑related financial risks arise through ecosystem dependencies,
biodiversity impacts, permitting constraints and regulatory developments. Key
exposure areas include:
Water stress and catchment dependence (hydropower and water‑intensive
assets)
Land use and habitat sensitivity (solar and wind)
Coastal and spill pathways (terminal storage)
Supply chain and end‑of‑life obligations
In 2025, a LEAP‑informed portfolio screening assessment was completed to
consolidate location screening, dependency mapping and nature risk
prioritisation. Higher inherent risk profiles were identified for hydropower
and terminal storage, reflecting ecosystem dependency and permitting
sensitivity.
b) Impact of climate and nature related risks and opportunities on
business, strategy, and financial planning
Impact on Business
The diversified portfolio supports and benefits from energy transition
objectives but remains exposed to physical and transition risks.
Climate and nature‑related factors may affect asset operations, availability
and permitting conditions. Physical risks may increase maintenance
requirements or disrupt operations, while transition risks may alter demand
patterns, market structures and stakeholder expectations across value chains.
Impact on Strategy
The Company's strategy remains aligned with the global energy transition and
its ambition to reach net zero portfolio emissions by 2050.
Climate and nature considerations influence portfolio positioning, stewardship
priorities and asset‑level resilience planning. Diversification across
technologies and geographies, integration of storage and flexibility, and
alignment with decarbonisation pathways support long‑term competitiveness
under transition‑aligned scenarios.
Impact on Financial Planning
Climate and nature‑related factors may influence:
• Power price and throughput assumptions
• Operating and maintenance costs
• Capital expenditure for resilience and environmental
controls
• Insurance pricing and availability
• Permitting timelines and compliance costs
Transition dynamics may increase price volatility, enhancing the value of
flexible and storage assets, while longer‑term fuel mix changes remain
relevant for terminal infrastructure.
Nature Related Risks
Nature-related risk Description and potential Time horizon Example risk management
financial impact
and likelihood
and mitigation
Physical risk - chronic Assets located in water‑stressed basins may face operational constraints and Medium to long term. Likely in higher‑stress basins. Catchment monitoring and hydrological modelling inform operational planning.
increased water management costs. For hydropower assets, sustained changes in Water efficiency and environmental management measures are implemented at
river flow and sediment dynamics may reduce generation and increase asset level.
maintenance requirements.
Physical risk - acute Assets located in coastal or riparian areas may face heightened flood and Short to medium term, with increasing severity over time. Possible to likely Flood protection measures, spill containment systems and emergency response
storm surge risk, potentially resulting in infrastructure damage, spill depending on location. planning are maintained. Insurance arrangements are reviewed periodically.
escalation and higher insurance costs.
Transition risk - policy and legal Projects located near protected areas or sensitive habitats may face Short to medium term. Likely in sensitive jurisdictions. Early‑stage screening of protected areas and Key Biodiversity Areas is
additional survey, mitigation or permitting requirements, leading to increased undertaken. Mitigation hierarchy principles (avoid, minimise, restore) are
costs, delays or reputational exposure. applied where relevant.
Transition risk - policy and legal Interaction with protected species, particularly for wind assets, may result Short to medium term. Likely where exposure exists. Species monitoring programmes and adaptive management measures are implemented
in curtailment requirements, monitoring obligations or stakeholder opposition. in line with permitting requirements.
Mixed risk - Physical and legal Accidental releases may result in clean‑up costs, fines, litigation and Short to medium term. Possible to likely. Environmental management systems, contractor oversight and spill prevention
long‑term monitoring requirements. Extreme weather events may amplify and containment controls are in place.
exposure.
Transition risk - market and regulatory Upstream sourcing of components and end‑of‑life obligations may create Medium term. Likely. Supplier due diligence, contractual requirements and monitoring of
compliance, procurement and reputational risks if regulatory or investor decommissioning planning are implemented through operator oversight.
expectations tighten.
Transition risk - market and finance Increasing scrutiny of biodiversity Short to medium Portfolio‑level nature screening
governance and DNSH alignment
term. Possible to
and governance oversight support
may affect cost of capital and
likely.
transparent disclosure and alignment
financing eligibility if performance is
with investor expectations.
perceived as weak.
c) Strategy resilience under different climate scenarios
The Company assesses portfolio resilience by modelling transition and physical
risks under multiple climate scenarios, including pathways aligned with 2°C
or lower. The methodology and key risk drivers are consistent with 2024.
A bottom‑up approach is applied at programme level, distinguishing between
transition and physical risks. NGFS transition scenarios and IPCC
Representative Concentration Pathways (RCPs) are used(7). Scenario outputs are
indicative, reflecting inherent uncertainty in long‑term climate modelling.
The following transition scenarios are modelled:
• Current Policies / BAU: Current Policies and Nationally
Determined Contributions (NDCs)
• Paris Aligned Well‑Below 2°C: Below 2°C and Delayed
Transition
• Paris Ambitious 1.5°C: Net Zero 2050 and Low Demand
Transition risk is modelled by applying scenario‑driven sensitivities to key
valuation drivers, including power prices, gas prices and throughput
assumptions, within asset cash flow models. Country‑specific inputs are
applied where relevant.
Physical risk is assessed through asset‑level Climate Risk and Vulnerability
Assessments (CRVAs) and hazard sensitivities based on IPCC RCP pathways.
Insurance premium sensitivity is used as a proxy for insured damage impacts
where appropriate.
Scenario impacts are expressed as indicative changes in projected cash flows
and NAV per share. Findings inform asset resilience planning, insurance
strategy and capital allocation decisions.
Among operational programmes, the US terminal storage programme remains the
most sensitive to transition risk, reflecting projected oil demand shifts and
gradual fuel mix changes within the Mexico‑linked value chain. Renewable
generation programmes, including Brazilian hydro and solar PV, show more
favourable sensitivity across transition scenarios, primarily driven by
regional power price assumptions.
The Australian solar PV with battery storage programme demonstrates positive
valuation sensitivity under transition‑aligned pathways, reflecting regional
pricing dynamics and portfolio structure. The UK flexible power plant with CCR
shows limited transition exposure due to its predominantly contracted revenue
profile. The Iberian and Swedish solar and onshore wind portfolio shows
marginal positive sensitivity consistent with European market assumptions.
Physical risk quantification incorporates insurance premium sensitivity as a
proxy for insured damage impacts across most operational programmes. Based on
IPCC AR6 hazard evidence for Australasia, premium shocks of 7% (RCP 2.6), 7.5%
(RCP 4.5) and 8% (RCP 8.5) are applied where relevant. For the Brazilian hydro
facility, hydrological modelling is used to assess flow variability and
resilience capex requirements.
Under these assumptions, estimated NAV per share impacts range from 0.56p (RCP
2.6) to 0.82p (RCP 8.5). Results represent indicative sensitivities rather
than forecasts.
(7)
https://www.ngfs.net/en/publications‑and‑statistics/publications/ngfs‑climate‑scenarios‑central‑banks‑and‑supervisors
phase‑v
Estimated NAV per share impact under transition risk scenarios
102.28p -0.4p to +0.7p/share
NAV per share as at 31 December 2025 Current Policies / BAU
-1.8p to -1.7p/share Paris Aligned Well‑Below 2C -3.9 to -3.8p/share
Paris Ambitious 1.5C
Estimated NAV per share impact under physical risk scenarios
102.28p -0.56p -0.69p -0.82p
NAV per share as at
/share
/share
/share
31 December 2025 RCP 2.6 RCP 4.5 RCP 8.5
Pillar 3: Risk Management
a) Process for identifying, assessing climate and nature-related
risks
Climate and nature‑related risks are identified through due diligence,
annual risk reviews and ongoing asset management. Climate risks are assessed
pre‑investment and monitored operationally. Nature risks are screened using
asset‑type and location‑based indicators. Material risks are recorded in
the Company's risk register and reviewed by the Board.
b) Process for managing climate and nature-related risks
Mitigation measures include asset design standards, operational controls,
adaptation planning and risk transfer, including insurance. Asset‑level
CRVAs inform resilience planning, consistent with EU Taxonomy adaptation
expectations. Nature risks are managed by operating partners through site
level actions and processes including health, safety and environmental
management systems.
c) Integration into overall risk management
Climate and nature‑related risks are embedded within the Company's
enterprise risk management framework and investment lifecycle, including under
the asset realisation strategy. Material residual risks are recorded in the
Company risk register and, where relevant, are reflected in the principal
risks section on page 27.
Pillar 4: Metrics and Targets
a) Metrics used to assess climate and nature-related risks and
opportunities
The Company monitors a focused set of metrics aligned to transition and
physical risk exposure. Detailed portfolio environmental and operational KPIs
are presented in the Sustainability section.
Key climate‑related metrics include:
• Absolute Scope 1, 2 and relevant Scope 3 emissions
• Portfolio carbon intensity (tCO(2)e/MWh for power assets)
• Terminal emissions intensity (tCO(2)e per unit throughput)
• Asset availability and weather‑related disruption
• Capital expenditure linked to resilience and adaptation
• Insurance pricing and claims
Nature‑related screening indicators are described in Pillar 2.
b) Scope 1, Scope 2 and Scope 3 GHG emissions and related risks
Portfolio emissions and trends are disclosed in the Sustainability section,
including absolute and intensity metrics consistent with TCFD guidance for
asset managers.
The increase in 2025 carbon footprint metrics reflects commissioning of the UK
flexible power plant with CCR. In accordance with the GHG Protocol, Scope 1
emissions are reported on a gross basis and do not net captured CO(2).
Full‑year capture performance will be reflected from 2026.
c) Targets used to manage climate-related risks and opportunities
In 2025, the Company refreshed its net zero implementation framework, aligning
it with the Net Zero Investment Framework (NZIF) for infrastructure.
The framework comprises four components:
Portfolio decarbonisation objective
A 1.5°C‑aligned pathway with near‑, mid‑ and long‑term milestones.
• Power assets are managed using an intensity‑based sectoral
decarbonisation approach and are required to remain on or below the pathway to
2030, with no backsliding.
• Terminal assets follow an absolute reduction pathway with
staged milestones:
• ≥30% reduction versus baseline by 2030
• ≥75% reduction by 2040
• ≥95% reduction by 2050, with residual emissions
neutralised using high‑durability removals
Allocation to climate solutions
Capital is allocated to renewable generation, storage, flexibility and carbon
capture integration. Under the asset realisation strategy, no new allocations
are expected.
Asset alignment
Portfolio alignment is assessed using NZIF‑style indicators and
asset‑level transition plans. Progress is reported as the share of assets
aligned or aligning, measured by AUM or financed emissions.
Engagement threshold
The majority of financed emissions must be either aligned or subject to
time‑bound stewardship with defined escalation.
Progress against pathway thresholds and intensity metrics is disclosed at
portfolio level. Power generation intensity in 2024 and 2025 remained
materially below the sectoral decarbonisation benchmark. Terminal asset
intensity performance is presented in the table below. The UK flexible power
plant with CCR will be incorporated following a full year of operational data.
Year Target intensity tonnes 2024 intensity 2025 intensity
CO(2)e / throughput
Baseline (2023) 0.071 0.036 0.037
2030 0.025
2040 0.009
2050 0.002
TCFD Carbon Footprint and Exposure Metrics
Metric Unit 2022 2023 2024 2025
Portfolio's exposure to carbon‑intensive companies, expressed in tonnes t CO(2)e/$M 65 42 60 253(‡)
CO(2)e per $M revenue
The absolute greenhouse gas emissions associated with the portfolio t CO(2)e 3,636 3,199 3,513 17,607(‡)
Total carbon emissions for the portfolio normalised by market value, expressed t CO(2)e/$M 6 5 7 32(‡)
in tonnes CO(2)e per $M invested
Volume of carbon emissions per million dollars of revenue t CO(2)e/$M 273 192 307 1,779(‡)
DIRECTOR'S REPORT
The Directors are pleased to present their report for the year ended
31 December 2025. In accordance with the Companies Act 2006 (as amended)
(the "Act"), the Listing Rules and the Disclosure Guidance and Transparency
Rules, the Corporate Governance Statement, Directors' Remuneration Report,
Reports from the Audit Committee, Nomination Committee and Management
Engagement Committee, and the Statement of Directors' Responsibilities should
be read in conjunction with one another, and the Strategic Report. As
permitted by legislation, some of the matters normally included in the
Directors' Report have instead been included in the Strategic Report, as the
Board considers them to be of strategic importance.
Directors
The Directors in office at the date of this report are as shown on page 57.
Details of the Directors' terms of appointment can be found in the Corporate
Governance Statement and the Directors' Remuneration Report.
Corporate Governance
Dividends
On 22 May 2025, the Company declared an interim dividend of 1.45p per
ordinary share in respect of the period from 1 January 2025 to 31 March
2025, which was paid on 26 June 2025 to shareholders on the register as at
6 June 2025.
On 6 August 2025, the Company declared an interim dividend of 1.45p per
ordinary share in respect of the period from 1 April 2025 to 30 June 2025,
which was paid on 18 September 2025 to shareholders on the register as at
15 August 2025.
On 21 November 2025, the Company declared an interim dividend of 1.45p per
ordinary share in respect of the period from 1 July 2025 to 30 September
2025, which was paid on 8 January 2026 to shareholders on the register as at
5 December 2025 . Of this amount, 0.38p per share was designated as an
interest distribution.
Therefore, the total dividends paid by the Company in respect of the year
ended 31 December 2025 was 4.35p per ordinary share.
Post year end, on 20 February 2026, the Company declared an interim dividend
of 1.45p per ordinary share in respect of the period from 1 October 2025 to
31 December 2025, which will be paid on 8 April 2026 to shareholders on the
register as at 6 March 2026.
Dividend Policy
Subject to market conditions and the level of the Company's net income, it is
intended that dividends on the shares will be payable quarterly, all in the
form of interim dividends (the Company does not intend to pay any final
dividends).
Subject to satisfying the requirements for investment trust status, the Board
reserves the right to retain within a revenue reserve a proportion of the
Company's net income in any financial year, such reserve then being available
at the Board's absolute discretion for subsequent distribution to
shareholders, subject to the requirements of the IT Regulations. The dividend
policy is subject to an annual vote at each AGM. The Company may, at the
discretion of the Board, and to the extent possible, pay all or part of any
future dividend out of capital reserves.
The Company may offer with the prior authority of shareholders and subject to
such terms and conditions as the Board may determine, shareholders (excluding
any holder of treasury shares) the opportunity to elect to receive ordinary
shares, credited as fully paid, instead of the whole, or some part, of any
dividend. The ability to issue ordinary shares in lieu of cash would provide
the Company with the flexibility to retain cash where to do so would benefit
the Company.
The Board may designate part of each dividend paid by the Company insofar as
it represents "qualifying interest income" received by the Company as interest
distributions for UK tax purposes. It is expected that a variable proportion
of the Company's distributions will take the form of interest distributions.
Prospective investors should note that the UK tax treatment of the Company's
distributions may vary for a shareholder depending upon the classification of
such distributions.
Prospective investors who are unsure about the tax treatment that will apply
in respect of any distributions made by the Company should consult their own
tax advisers.
Share Capital Structure
Issue of shares
No shares were issued during the year under review or since the year end.
Purchase of shares
At the AGM held on 21 May 2025, the Company was granted authority to purchase
up to 14.99% of its ordinary share capital in issue, amounting to 59,330,932
ordinary shares.
Shares held in treasury
Holding shares in treasury enables a company to cost-effectively issue shares
that might otherwise have been cancelled. The total number of shares held in
treasury as at 31 December 2025 was 26,695,468 shares (with a nominal value
of £70,273.21). This represents 1.66% of the issued share capital as at the
year end.
Current share capital
As at 31 December 2025, the Company's issued share capital comprised
422,498,890 ordinary shares, each of £0.01 nominal value, of which 26,695,468
shares were held in treasury.
At general meetings of the Company, ordinary shareholders are entitled to one
vote on a show of hands and, on a poll, to one vote for every ordinary share
held. Shares held in treasury do not carry voting rights.
At 18 March 2026 the total voting rights in the Company were 395,803,422.
Significant Shareholders
As at 31 December 2025, the Company had been notified of the following
disclosable interests in the share capital of the Company:
The Company has not been informed of any other changes to the notifiable
interests between 31 December 2025 and 18 March 2026, being the last
practicable date prior to the publication of this report.
Shareholder Rights
The following information is disclosed in accordance with The Large and
Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 and
DTR 7.2.6 of the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules:
• the Company's capital structure and voting rights and
details of the substantial shareholders in the Company are set out above;
• an amendment to the Company's articles of association and
the giving of powers to issue or buy back the Company's shares requires an
appropriate resolution to be passed by shareholders. Proposals to grant powers
to the Board to issue and buy back shares are set out in the Notice of AGM;
and
• there are no restrictions concerning the transfer of
securities in the Company; no restrictions on voting rights; no special rights
with regard to control attached to securities; no agreements between holders
of securities that may restrict their transfer or voting rights, as known to
the Company; and no agreements which the Company is party to that might affect
its control following a successful takeover bid.
Requirements of the Listing Rules
Listing Rule 6.6.4 requires the Company to include specified information in a
single identifiable section of the Annual Report or a cross reference table
indicating where the information is set out. The Directors confirm that no
disclosures are required in relation to Listing Rule 6.6.4.
Independent Professional Advice, Insurance and Indemnity
Details regarding independent professional advice, insurance and indemnity are
set out in the Corporate Governance Statement on page 64.
Energy and Carbon Reporting,
including Greenhouse Gas Emissions
The Company's environmental statements are set out in the Sustainability
section of the report.
Management arrangements
Victory Hill Capital Partners LLP ("Victory Hill") is the Company's
alternative investment fund manager ("AIFM"). Prior to that Victory Hill was
the Company's investment adviser.
Victory Hill is, for the purposes of the Alternative Investment Fund Manager
Directive (AIFMD) and the rules of the FCA, authorised and regulated by the
FCA as a 'full scope' UK alternative investment fund manager with a permission
pursuant to Part 4A of the Financial Services and Markets Act 2000 for
managing AIFs, such as the Company.
On 28 August 2025 shareholders of the Company voted in favour of an asset
realisation strategy. The result of which is that the company approved the new
fee structure for the Company's investment manager, Victory Hill, to
incentivise it to execute the new investment objective. The new fee structure
comprises:
1. An annual fixed fee of £88,000.
2. A base management fee of £4.25m per annum for the three-year
realisation period; and
3. A performance fee based on realisation proceeds in respect of
the portfolio assets of the Company, plus any dividends paid by the Company
from 28 August 2028 that are in excess of a hurdle (the "Hurdle"), which is
calculated by reference to the proportion of the Company's "Reference NAV" at
31 December 2024, being £408,507,000 (103.21p per ordinary share).
The Hurdle shall apply during the Realisation Period, based on the year during
the Realisation Period in which a portfolio asset is deemed sold and/or a
dividend is paid (as applicable), as follows:
vii. Year 1: 85% of Reference NAV
viii. Year 2: 90% of Reference NAV
ix. Year 3: 100% of Reference NAV
The performance fee accrues on realisation proceeds and/or dividends to the
extent these exceed the relevant Hurdle. Any dividend paid will be treated as
a distribution of 100% of the relevant proportion of the Reference NAV.
The performance fee rate, payable on proceeds in excess of the above Hurdles,
is 0% if total returns to shareholders are below 85% of Reference NAV, 15% at
85%, 17.5% at 90%, and 20% at 95%. The fee accrues at the end of the
realisation period or once the final asset is sold. Therefore Victory Hill
only receives the accrued performance fee if: (1) the full portfolio is
realised (excluding temporary investments), (2) total returns to shareholders
reach at least £347.2m (85% of Reference NAV), and (3) shareholders have
received their full net returns.
Other service providers
Details of the terms of engagement between the Company and its other key
service providers are set out in the Prospectus issued by the Company on
9 June 2022, which is available on the Company's website.
Continuing Appointment of Victory Hill
The Board keeps the performance of Victory Hill, as the Company's Investment
Manager under continual review. The Management Engagement Committee conducts
an annual review of Victory Hill's performance and makes a recommendation to
the Board about its continuing appointment. It is considered that Victory Hill
has executed the Company's investment strategy according to the Board's
expectations. Accordingly, the Directors believe that the continuing
appointment of Victory Hill as the Investment Manager of the Company, on the
terms agreed, is in the best interests of the Company and its shareholders as
a whole. Further details are set out in the Report from the Management
Engagement Committee on page 82.
Financial Risk Management
Information about the Company's financial risk management objectives and
policies is set out in note 12 to the financial statements.
Going Concern
The going concern statement can be found on page 32.
Auditor
The Directors confirm that, so far as they are each aware, there is no
relevant audit information of which the Company's Auditor is unaware; and each
Director has taken all the steps that ought to have been taken as a Director
to make themselves aware of any relevant audit information and to establish
that the Auditor is aware of that information.
BDO LLP has expressed its willingness to continue in office as the Auditor
and resolutions for its re- appointment and to authorise the Audit Committee
to determine its remuneration will be put to shareholders at the forthcoming
Annual General Meeting.
Post Balance Sheet Events
The post balance sheet events can be found in note 19 to the financial
statements.
Annual General Meeting
The Notice of the AGM to be held on 20 May 2026 (the "Notice") is set out on
pages 138 to 140. Shareholders are being asked to vote on the following
matters:
• the receipt and adoption of the Strategic Report, Directors'
Report, Auditor's Report and the audited Financial Statements for the year
ended 31 December 2025;
• the approval of the Directors' Remuneration Report;
• the approval of the Company's dividend policy and
authorisation of the Directors to declare and pay all dividends of the Company
as interim dividends;
• the re-election of Directors;
• the re-appointment of BDO LLP as the Company's Auditor and
authorisation of the Audit Committee to determine the remuneration of the
Auditor;
• the granting of authorities in relation to the allotment of
shares;
• the dis-application of pre-emption rights for certain issues
of shares;
• the purchase by the Company of its own shares; and
• holding of general meetings on 14 clear days' notice.
Resolutions 1 to 12 will be proposed as Ordinary resolutions and
Resolutions 13 to 16 will be proposed as Special resolutions.
Authority to issue shares
Resolutions 11 and 12, ordinary resolutions as set out in the Notice, if
passed, will renew the Directors' authority to allot shares in accordance with
statutory pre-emption rights. These resolutions will authorise the Board to
allot:
• ordinary shares generally and unconditionally in accordance
with section 551 of the Act up to an aggregate nominal value of £395,803.42,
representing approximately 10% of the Company's issued share capital
(excluding treasury shares) as at the date of the Notice of AGM or, if
changed, the number representing 10% of the issued share capital of the
Company at the date at which this resolution is passed (Resolution 11); and
• further ordinary shares generally and unconditionally in
accordance with section 551 of the Act up to an additional aggregate nominal
value of £395,803.42, representing approximately 10% of the Company's issued
share capital (excluding treasury shares) as at the date of the Notice of AGM
or, if changed, the number representing 10% of the issued share capital of the
Company at the date at which this resolution is passed (Resolution 12).
If both these resolutions are passed, shareholders will be granting the
Directors authority to allot up to 20% of the Company's issued share capital.
The Board believes that passing of Resolutions 11 and 12 is in the
shareholders' interests as the authority is intended to be used for funding
investment opportunities sourced by the Investment Manager, thereby mitigating
any potential dilution of investment returns for existing shareholders, and
the Directors will only issue new ordinary shares at a price above the
prevailing NAV per ordinary share. If only Resolution 11 is passed and
Resolution 12 is not passed, Directors will only be granted authority to
allot up to 10% of the existing issued ordinary share capital of the Company.
These authorities, if given, will lapse at the conclusion of the 2027 AGM of
the Company, or 15 months from the passing of these resolutions, whichever is
earlier.
The Directors do not currently intend to allot shares other than to take
advantage of opportunities in the market as they arise and only if they
believe it would be advantageous to the Company's shareholders to do so.
Authority to disapply pre-emption rights
Resolution 13, a special resolution, is being proposed to authorise the
Directors to disapply the statutory pre-emption rights of existing
shareholders in relation to the issue of shares under Resolution 11, for cash
or the sale of shares out of treasury up to an aggregate nominal amount of
£395,803.42, being approximately 10% of the Company's issued share capital
(excluding treasury shares) as at the date of the Notice of AGM or, if
changed, 10% of the issued share capital immediately upon the passing of this
resolution.
Resolution 14, a special resolution, is being proposed to authorise the
Directors to disapply the statutory pre-emption rights of existing
shareholders in relation to the further issue of shares under Resolution 12,
for cash or the sale of shares out of treasury up to an aggregate nominal
amount of £395,803.42, being approximately 10% of the Company's issued share
capital (excluding treasury shares) as at the date of the Notice of AGM or, if
changed, 10% of the issued share capital immediately upon the passing of this
resolution.
In respect of any authority granted under Resolutions 13 and 14, shares would
only be issued at a price above the prevailing NAV per share, intended to at
least cover the costs and expenses of the relevant issuance of shares. The
Directors will only issue shares on a non-pre- emptive basis if they believe
it would be in the best interests of the Company's shareholders. If both these
resolutions are passed, shareholders will be granting the Directors authority
to allot up to 20% of the Company's issued share capital on a non- pre-emptive
basis. The Board believes that in order to have the maximum flexibility to
raise finance to enable the Company to take advantage of suitable
opportunities, the passing of Resolutions 13 and 14 is in the shareholders'
interests. These authorities, if given, will lapse at the 2026 AGM of the
Company, or 15 months from the passing of these resolutions, whichever is
earlier.
There were 26,695,468 shares held in treasury at the year end. As at 18 March
2026, 26,695,468 shares were held in treasury.
Authority to purchase the Company's own shares
The Act allows companies to hold shares acquired by way of market purchases as
treasury shares, rather than having to cancel them. This gives the Company the
ability to re-sell shares quickly and effectively thereby improving liquidity
and providing the Company with additional flexibility in the management of its
capital base.
At the Annual General Meeting held on 21 May 2025, the Company was granted
authority to purchase up to 14.99% of the Company's shares in issue amounting
to 59,330,932 shares.
Resolution 15, a special resolution, as set out in the Notice, if passed,
will renew the Directors' authority to purchase up to 59,330,932 shares (being
14.99% of the issued share capital as at 18 March 2026), or if less, 14.99%
of the issued share capital immediately following the passing of the
resolution. In accordance with the Listing Rules of the FCA, the price paid
for shares will be not less than £0.01 per share, and not more than the
higher of: (i) 105% of the average of the mid-market quotations of the shares
for the five business days before the shares are purchased; and (ii) the
higher of the price of the last independent trade and the highest current
independent bid for the shares on the trading venue where the purchase is
carried out.
The Company may use this authority to address any significant imbalance
between the supply and demand for the Company's shares and to manage the
discount at which the ordinary shares trade, and where the Directors consider
it to be in the best interests of shareholders and the Company. Shares will be
repurchased only at prices below the prevailing NAV per ordinary share and
will be cancelled or placed into treasury at the determination of the
Directors. The authority, if given, will lapse at the conclusion of the
Company's next AGM after the passing of this resolution or, if earlier, on the
expiry of 15 months from the date of the passing of this resolution.
Shareholders should note that the purchase of ordinary shares by the Company
is at the absolute discretion of the Directors and is subject to the working
capital requirements of the Company and the amount of uncommitted cash
resources available to the Company to fund such purchases. Accordingly, no
expectation or reliance should be placed on the Directors exercising such
discretion on any one or more occasions. However, the Directors believe that
the flexibility for the Company to be able to make such purchases may be
beneficial to shareholders in certain circumstances and, accordingly, is
seeking authority for the Company to make market purchases of its own shares.
Notice period for general meetings
Under the Act, the notice period of general meetings (other than an AGM) is 21
clear days' notice unless the Company: (i) has gained shareholder approval
for the holding of general meetings on 14 clear days' notice by passing a
special resolution at the most recent AGM; and (ii) offers the facility for
all shareholders to vote by electronic means. The Company would like to
preserve its ability to call general meetings (other than an AGM) on less than
21 clear days' notice.
The shorter notice period proposed by Resolution 16, a special resolution,
would not be used as a matter of routine, but only where the flexibility is
merited by the business of the meeting and is thought to be in the interests
of shareholders as a whole. The approval will be effective until the date of
the AGM to be held in 2027 resolution or, if earlier, on the expiry of
15 months from the date of the passing of this resolution.
Board recommendation
The Directors consider each resolution being proposed at the AGM to be in the
best interests of the Company and shareholders as a whole and they unanimously
recommend that all shareholders vote in favour of them, as they intend to do
in respect of their own shareholdings.
By order of the Board
Ocorian Administration (UK) Limited
Company Secretary
18 March 2026
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the annual report and the
financial statements in accordance with UK adopted international accounting
standards and applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law, they are required to prepare the Company
financial statements in accordance with UK adopted international accounting
standards. Under company law, the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair view of
the state of affairs of the Group and Company and of the profit or loss for
the Company for that period.
In preparing these financial statements, the Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and accounting estimates that are reasonable
and prudent;
• state whether they have been prepared in accordance with UK
adopted international
• accounting standards, subject to any material departures
disclosed and explained in the financial statements;
• prepare the financial statements on the going concern basis
unless it is inappropriate to
• presume that the Company will continue in business; and
• prepare a Directors' report, a Strategic report and
Directors' remuneration report which comply with the requirements of the
Companies Act 2006.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the Companies
Act 2006.
They are also responsible for safeguarding the assets of the Company and hence
for taking reasonable steps for the prevention and detection of fraud and
other irregularities. The Directors are responsible for ensuring that the
annual report and accounts, taken as a whole, are fair, balanced, and
understandable and provides the information necessary for shareholders to
assess the Group's performance, business model and strategy.
Website publication
The Directors are responsible for ensuring the annual report and the financial
statements are made available on a website. Financial statements are published
on the Company's website in accordance with legislation in the United Kingdom
governing the preparation and dissemination of financial statements, which may
vary from legislation in other jurisdictions. The maintenance and integrity of
the Company's website is the responsibility of the Directors and has been
delegated to the Investment Manager. The Directors' responsibility also
extends to the ongoing integrity of the financial statements contained
therein.
Directors' responsibilities pursuant to DTR4
The Directors, to the best of their knowledge, confirm that:
• the financial statements have been prepared in accordance
with the applicable set of accounting standards, give a true and fair view of
the assets, liabilities, financial position and profit of the Company; and
• the annual report includes a fair review of the development
and performance of the business
• and the financial position of the Company, together with a
description of the principal risks and uncertainties that it faces.
The Directors consider that the annual report and financial statements, taken
as a whole, are fair, balanced and understandable and provide the information
necessary for shareholders to assess the Company's position and performance,
business model and strategy.
Approval
This Directors' responsibilities statement was approved by the Board of
Directors and signed on its behalf by:
Bernard Bulkin
Chair
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2025
For the year ended For the year ended
31 December 2025
31 December 2024
Note Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Income
Loss on investments 7 - (7,221) (7,221) - (53,665) (53,665)
Investment income 4 27,556 - 27,556 22,427 - 22,427
Total income and gains 27,556 (7,221) 20,335 22,427 (53,665) (31,238)
Investment management fees 15 (4,057) - (4,057) (4,374) - (4,374)
Other expenses 5 (2,745) - (2,745) (2,176) - (2,176)
Gain/(loss) for the year 20,754 (7,221) 13,533 15,877 (53,665) (37,788)
before taxation
Taxation 6 - - - - - -
Gain/(loss) for the year after taxation 20,754 (7,221) 13,533 15,877 (53,665) (37,788)
Profit/(loss) and total comprehensive income/(expense) attributable to:
Equity holders of the Company 20,754 (7,221) 13,533 15,877 (53,665) (37,788)
Gain/(loss) per share - basic and diluted (p) 17 5.24 (1.82) 3.42 3.92 (13.25) (9.33)
The total column of the Statement of Comprehensive Income is the profit and
loss account of the Company. The supplementary revenue return and capital
columns have been prepared in accordance with the Association of Investment
Companies Statement of Recommended Practice (AIC SORP).
All revenue and capital items in the above statement derive from continuing
operations.
The above Statement of Comprehensive Income includes all recognised gains and
losses.
STATEMENT OF FINANCIAL POSITION
As at 31 December 2025
Note As at As at
31 December 2025
31 December 2024
£'000
£'000
Non-current assets
Investments at fair value through profit or loss 7 395,945 397,895
Total non-current assets 395,945 397,895
Current assets
Cash and cash equivalents 10 9,133 10,947
Other receivables 9 126 201
Total current assets 9,259 11,148
Total assets 405,204 409,043
Current liabilities
Accounts payable and accrued expenses 11 (382) (536)
Total current liabilities (382) (536)
Total liabilities (382) (536)
Net assets 18 404,822 408,507
Capital and reserves
Share capital 13 4,225 4,225
Share premium 13 186,368 186,368
Special distributable reserve 13 211,993 211,994
Capital reserve (2,192) 5,029
Revenue reserve 4,428 891
Total capital and reserves attributable to equity holders of the Company 404,822 408,507
Net asset value per ordinary share (p) 18 102.28 103.21
The financial statements were approved and authorised for issue by the Board
of Directors on 18 March 2026 and signed on its behalf by:
Bernard Bulkin
Chair
Company Registration Number 12986255
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the year ended 31 December 2025
For the year ended 31 December 2025 Note Share capital Share premium account Special distributable reserve Capital reserve Revenue reserve Total
£'000
£'000
£'000
£'000
£'000
£'000
Opening balance 4,225 186,368 211,994 5,029 891 408,507
Shares bought back* 13 - - (1) - - (1)
Total comprehensive (loss)/income for the year - - - (7,221) 20,754 13,533
Interim dividends paid during the year 14 - - - - (17,217) (17,217)
Balance at 31 December 2025 4,225 186,368 211,993 (2,192) 4,428 404,822
* During the period under review, the Company made a payment towards stamp
duty relating to the share buy-backs in 2024.
For the year ended 31 December 2024 Note Share capital Share premium account Special distributable reserve Capital reserve Revenue reserve Total
£'000
£'000
£'000
£'000
£'000
£'000
Opening balance 4,225 186,368 227,067 58,694 7,489 483,843
Shares bought back 13 - - (14,621) - - (14,621)
Total comprehensive (loss)/income for the year - - - (53,665) 15,877 (37,788)
Interim dividends paid during the year 14 - - (452) - (22,475) (22,927)
Balance at 31 December 2024 4,225 186,368 211,994 5,029 891 408,507
A total of 422,498,890 ordinary shares were issued since the Company's date of
incorporation to 31 December 2025. During the year, the Company purchased for
treasury a total of nil ordinary shares.
The capital reserve represents the unrealised gains or losses on the
revaluation of investments. The unrealised element of the capital reserve is
not distributable.
The special distributable and revenue reserves are distributable to
shareholders of the Company.
STATEMENT OF CASH FLOWS
For the year ended 31 December 2025
Note For the year For the year
ended 31 December ended 31 December
2025 2024
£'000 £'000
Cash flows from operating activities
Profit/(Loss) before tax 13,533 (37,788)
Adjustments for:
Movement in fair value of investments 7 7,229 53,665
Accrued interest income (1,021) -
Interest on cash deposits 4 (420) (1,999)
Operating result before working capital changes 19,321 13,878
Decrease in other receivables 9 75 40,607
(Decrease)/Increase in accounts payable and accrued expenses 11 (154) 266
Net cash generated from operating activities 19,242 54,751
Cash flows from investing activities
Purchase of investments 7 (5,860) (82,513)
Repayment of shareholder loan principal 7 1,602 -
Interest on cash deposits 4 420 1,999
Net cash used in investing activities (3,838) (80,514)
Cash flows from financing activities
Share buybacks (1) (14,621)
Dividends paid in the year 14 (17,217) (22,927)
Net cash used in financing activities (17,218) (37,548)
Net decrease in cash and cash equivalents (1,814) (63,311)
Cash and cash equivalents at beginning of the year 10,947 74,258
Cash and cash equivalents at end of the year 10 9,133 10,947
NOTES TO THE FINANCIAL STATEMENTS
1. General information
VH Global Energy Infrastructure plc (the "Company") is a closed-ended
investment company, incorporated in England and Wales on 30 October 2020 as a
public limited company under the Companies Act 2006 with registered number
12986255. The Company commenced operations on 2 February 2021 when its shares
commenced trading on the London Stock Exchange.
The Company has appointed Victory Hill Capital Partners LLP as its
alternative investment fund manager pursuant to the alternative investment
fund management agreement dated 3 May 2023, as amended on 28 August 2025.
The Company has registered, and intends to carry on business, as an investment
trust with an investment objective to realise all existing assets in the
Portfolio in an orderly manner, to be effected in a manner that seeks to
achieve a balance between returning cash to Shareholders promptly and
maximising value, while managing the Portfolio so that the Company's
investments in sustainable energy infrastructure seek to make an impact by
supporting the attainment and pursuit of key UN sustainable development goals
where energy and energy infrastructure investments are a direct contributor to
the acceleration of the energy transition.
The financial statements comprise only the results of the Company, as its
investment in VH ENRG UK Holdings Limited is measured at fair value through
profit or loss in line with IFRS 10 as explained in note 2.
2. Material accounting policy information
2.1 Basis of preparation
The financial statements have been prepared in accordance with the provisions
of the Companies Act 2006, with the UK-adopted International Accounting
Standards ("UK-adopted IAS"), the Disclosure Guidance and Transparency
Rules of the United Kingdom's Financial Conduct Authority. Where
presentational guidance set out in the AIC SORP, 2022 edition, is consistent
with the requirements of UK-adopted IAS, the Directors have sought to prepare
the financial statements on a basis compliant with the recommendations of the
AIC SORP. In particular, supplementary information which analyses the
Statement of Comprehensive Income between items of a revenue and capital
nature has been presented alongside the total Statement of Comprehensive
Income.
The financial statements are prepared on the historical cost basis, except for
revaluation of certain financial investments at fair value through profit or
loss. The principal accounting policies adopted are set out below and
consistently applied, subject to changes in accordance with any amendments in
IFRS.
These consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards and International Accounting
Standards as issued by the International Accounting Standards Board (IASB) and
Interpretations (collectively IFRS Accounting Standards).
The financial statements incorporate the financial statements of the Company
only. The primary objective of the Company is to generate returns in Sterling.
The Company's performance is measured in Sterling terms and its ordinary
shares are issued in Sterling. Therefore, the Company has adopted Sterling as
the presentation and functional currency for its financial statements. These
financial statements are presented in pounds sterling and are rounded to the
nearest thousand, unless otherwise stated.
The preparation of financial statements in compliance with adopted IFRS
requires the use of certain critical accounting estimates it also requires the
Company's management to exercise judgment in applying the Company's accounting
policies. The areas where significant judgments and estimates have been made
in preparing the financial statements and their effect are disclosed in
note 3.
2.2 Investment entity and basis of non-consolidation of subsidiaries
The Directors have concluded that the Company has all the elements of control
as prescribed by IFRS 10 "Consolidated Financial Statements" in relation to
all its subsidiaries and that the Company satisfies the three essential
criteria to be regarded as an investment entity as defined in IFRS 10.
There are three key conditions to be met by the Company for it to meet the
definition of an investment entity. The three essential criteria are that the
entity must:
1. Obtain funds from one or more investors for the purpose of
providing these investors with professional investment management services;
2. Commit to its investors that its business purpose is to invest
its funds solely for returns from capital appreciation, investment income or
both; and
3. Measure and evaluate the performance of substantially all of
its investments on a fair value basis.
In satisfying the second criteria, the notion of an investment time frame is
critical. An investment entity should not hold its investments indefinitely
but should have an exit strategy for their realisation.
The Company intends to realise all the assets in its Portfolio in a timely
manner with a view to maximising value as part of the new Asset Realisation
Strategy Process. The Directors consider that this demonstrates a clear exit
strategy from these investments.
Subsidiaries are therefore measured at fair value through profit or loss, in
accordance with IFRS 13 "Fair Value Measurement", IFRS 10 "Consolidated
Financial Statements" and IFRS 9 "Financial Instruments".
Further detail on the significant judgements in the basis of non-consolidation
of the subsidiaries of the Company is disclosed in note 3.
2.3 Going concern
On 23 May 2025, the Board announced that it intends to commence an asset
realisation strategy (the "Asset Realisation Strategy"). On 6 August 2025,
the Company published a circular to Shareholders setting out the recommended
proposals for the Asset Realisation Strategy and to convene a General Meeting
on 28 August 2025. Shareholders voted in favour of the Asset Realisation
Strategy whereby, the Company's current Alternative Investment Fund Manager,
Victory Hill, will manage the Company with the intention of realising all the
assets in its Portfolio in a timely manner with a view to maximising value.
Some Portfolio assets are in a better position to be sold than others given
their operational maturity whilst others need further management before they
can be sold at a value that would be acceptable to Shareholders. The Board
anticipates that the Proposed Asset Realisation Strategy will be completed in
no longer than three years, by which point all capital will have been returned
to Shareholders, and the Company would be liquidated.
The Directors have reviewed the financial position of the Company and its
future cash flow requirements, taking into consideration current and potential
funding sources, investment into existing and near-term projects and the
Company's working capital requirements. The timing and proceeds of the
realisation of assets is currently uncertain, therefore the going concern
analysis has been prepared on the basis that the assets continue to the owned
by the Company over the going concern review period of 12-months post the
financial statements issue date. Any asset sales realising cash proceeds would
improve the working capital position of the Company. Once asset proceeds have
been realised, the Directors will take into consideration the working capital
requirements of the Company before distribution of these proceeds to
Shareholders.
The Directors, in their consideration of going concern, have reviewed the
financial position and the future cash flows for the Company prepared by the
Company's Investment Manager, taking into consideration current and potential
funding sources, investment into existing and near-term projects and the
Company's working capital requirements. Based on these forecasts and the
assessment of principal risks described in this report, that it is appropriate
to prepare the financial statements of the Company on the going concern basis.
The Company continues to meet day-to-day liquidity needs through its cash
resources. As at 31 December 2025, the Company had net current assets of
£8.9m (2024: £10.6m) and cash balances of £9.1m (2024: £10.9m), which are
sufficient to meet current obligations as they fall due. There is no external
debt at the Company as at year end.
The Directors confirm they have carried out a robust assessment of the
emerging and principal risks facing the Company, including those that would
threaten its business model, future performance, solvency, and liquidity for a
3-year period. The Directors' assessment has been made with reference to the
principal risks and uncertainties and emerging risks summarised within the
interim report and how they could impact the prospects of the Company.
Based on its assessment above, the Directors have a reasonable expectation
that the Company has sufficient resources to continue operating for a period
of at least 12 months from the date of the approval of these financial
statements. The Directors are not aware of any material uncertainties that may
cast significant doubt upon the Company to continue as a going concern.
Therefore, the financial statements have been prepared on a going concern
basis.
2.4 Financial Instruments
Financial assets and financial liabilities are recognised in the Company's
statement of financial position when the Company becomes a party to the
contractual provisions of the instrument.
Financial assets
The classification of financial assets at initial recognition depends on the
purpose for which the financial asset was acquired and its characteristics.
All financial assets are initially recognised at fair value plus transaction
cost except for those designated as fair value through profit or loss, which
are recognised at fair value only. All purchases of financial assets are
recorded at the date on which the Company became party to the contractual
requirements of the financial asset.
The Company's financial assets principally comprise of investments held at
fair value through profit or loss and at amortised cost.
Investments held at fair value through profit or loss
The Company accounts for its investment in its wholly owned direct subsidiary
ENRG Holdings at fair value through profit and loss in accordance with
IFRS 9. At initial recognition, investments in energy infrastructure projects
in ENRG Holdings are measured at fair value through profit or loss.
Subsequently, gains or losses resulting from the movement in fair value are
recognised in the Statement of Comprehensive Income at each valuation point.
As both the Company and ENRG Holdings are investment entities under IFRS, the
Company includes its investment in ENRG Holdings at fair value through profit
or loss.
As shareholder loan investments form part of a managed portfolio of assets
whose performance is evaluated on a fair value basis, loan investments are
designated at fair value in line with equity investments. The Company measures
its investment as a single class of financial asset at fair value in
accordance with IFRS 13 Fair Value Measurement.
Gains or losses resulting from the movement in fair value are recognised in
the Statement of Comprehensive Income at each valuation point and are
allocated to the capital column of the Statement of Comprehensive Income.
Refer to note 7 for details regarding the valuation methodology of
investments.
Financial assets are recognised/derecognised at the date of the
purchase/disposal. Investments are initially recognised at cost, being the
fair value of consideration given.
Transaction costs are recognised as incurred and allocated to the capital
column of the statement of comprehensive income.
Fair value is defined as the amount for which an asset could be exchanged
between knowledgeable willing parties in an arm's length transaction. The
Board will consider any observable market transactions and will measure fair
value using assumptions that market participants would use when pricing the
asset, including any assumptions regarding risk surrounding the transaction.
A financial asset (in whole or in part) is derecognised either:
• when the Company has transferred substantially all the risks
and rewards of ownership; or
• when it has neither transferred or retained substantially
all the risks and rewards and when it no longer has control over the assets or
a portion of the asset; or
• when the contractual right to receive cashflow has expired.
2.5 Foreign currencies
Transactions entered into by the Company in a currency other than its
functional currency are recorded at the rates ruling when the transactions
occur.
Foreign currency monetary assets and liabilities are translated to the
functional currency at the exchange rate ruling at the balance sheet date.
Foreign exchange differences arising on translation to the functional currency
are recognised in the Statement of Comprehensive Income, within other expenses
or other income. Foreign exchange differences relating to investments held at
fair value through profit or loss are shown within gains/losses on investments
within the Statement of Financial Position.
2.6 Dividends
Dividends payable to the Company's shareholders are recognised as
distributions in the financial statements when the Company's obligation to
make payment has been established.
2.7 Income recognition
Investment income comprises interest income on shareholder loan investments
and dividend income from ENRG Holdings, which are recognised when the
Company's entitlement to receive payment is established. Interest income from
cash deposits is recognised in the statement of comprehensive income using the
effective interest method. Investment income and interest income are allocated
to the revenue column of the Company's statement of comprehensive income
unless such income is of a capital nature.
Gains and losses on fair value of investments in the income statement
represent gains or losses that arise from the movement in the fair value of
the Company's investment in ENRG Holdings. Movements in relation to the fair
value of investments are allocated to the capital column of the Company's
statement of comprehensive income at each valuation point.
2.8 Expenses
Expenses are accounted for on an accruals basis. Expenses include AIFM,
investment management fees and other expenses which are allocated to the
revenue column of the Statement of Comprehensive Income. 100% of the
investment management fees are charged as an expense item within the Statement
of Comprehensive Income. Fees relating to the AIFM and Investment Manager are
detailed in note 15.
Share issue expenses of the Company directly attributable to the issue and
listing of shares are charged to the share premium account.
2.9 Share capital and share premium
Financial instruments issued by the Company are treated as equity if the
holder has only a residual interest in the assets of the Company after the
deduction of all liabilities. The Company's ordinary shares are classified as
equity instruments.
Costs associated, or directly attributable to the issue of new equity shares
are recognised as a deduction in equity and are charged from the share premium
account. Incremental costs include those incurred in connection with the
placing and admission which include fees payable under a placing agreement,
legal costs, and any other applicable expenses.
2.10 Taxation
Investment trusts which have approval under Section 1158 of the Corporation
Tax Act 2010 are not liable for taxation on capital gains. The Company has
successfully applied and has been granted approval as an Investment Trust by
HMRC.
The underlying intermediate holding companies and project companies in which
the Company invests provide for and pay taxation at the appropriate rates in
the countries in which they operate. This is taken into account when assessing
the value of the subsidiaries.
2.11 Segmental reporting
The Board of Directors, being the Chief Operating Decision Maker (the "CODM"),
is of the opinion that the Company is engaged in a single segment of business,
being investment in Global Sustainable Energy Opportunities.
The Company has no single major customer. The internal financial information
to be used by the CODM on a quarterly basis to allocate resources, assess
performance and manage the Company will present the business as a single
segment comprising the portfolio of investments in energy efficiency assets.
The financial information used by the Board to manage the Company presents the
business as a single segment.
2.12 Changes to accounting standards and interpretations
At the date of authorisation of these financial statements, the following
Standards and Interpretations relevant to the Company were in issue but not
yet effective and have not been early adopted or applied in these financial
statements:
• Amendments to the Classification and Measurements of
Financial Instruments (Amendments to IFRS 9 and IFRS 7), effective
1 January 2026.
• Annual Improvements to IFRA Accounting Standards, effective
1 January 2026.
• IFRS 18 'Presentation and Disclosure in Financial
Statements', effective 1 January 2027.
• IFRS 19 'Subsidiaries without Public Accountability:
Disclosures', effective 1 January 2027.
IFRS 18: Presentation and Disclosure in Financial Statements: This Standard
replaces IAS 1: Presentation of Financial Statements. It carries forward many
requirements from IAS 1 unchanged, effective for periods commencing
1 January 2027. The new accounting standard introduces the following key new
requirements:
• Entities are required to classify all income and expenses
into five categories in the statement of profit and loss, namely operating,
investing, financing, discontinued operations and income tax categories.
• Entities are also required to present a newly defined
operating profit subtotal. Entities' net profit will not change as a result of
applying IFRS 18.
• Management-defined performance measures (MPMs) are disclosed
in a single note in the financial statements.
• Enhanced guidance is provided on how to group information in
the financial statements.
• All entities are required to use the operating profit
subtotal as the starting point for the statement of cash flows when presenting
operating cash flows under the indirect method.
The Company is still in the process of assessing the impact of the new
accounting standard, particularly with respect to the structure of the
Company's Statement of Profit or Loss and Other Comprehensive income and the
Statement of Cash Flows.
The Company does not expect any standards issued by the IASB but not yet
effective, other than IFRS 18, to have a material impact on the Company.
3. Critical accounting estimates, judgements, and assumptions
The preparation of financial statements requires the Directors of the Company
to make judgements, estimates and assumptions that affect the reported amounts
recognised in the financial statements. However, uncertainty about these
assumptions and estimates could result in outcomes that require a material
adjustment to the carrying amount of the asset or liability in the future.
The estimates and underlying assumptions underpinning our investments are
reviewed on an ongoing basis by both the Directors and the Investment Manager.
Revisions to accounting estimates are recognised in the period in which the
estimates are revised and in any future periods affected.
Significant estimates, judgements and assumptions for the year are set out as
follows:
Key judgement: Investment entity and basis of non-consolidation
As detailed in note 2.2, the Directors have concluded that the Company and
its wholly owned direct subsidiary, ENRG Holdings meet the definition of an
investment entity as defined in IFRS 10. This conclusion involved a degree of
judgement and assessment as to whether the Company and ENRH Holdings met the
criteria outlined in IFRS 10. The Company classifies its investments (held
via ENRG Holdings) based on its business model for managing those financial
assets and the contractual cash flow characteristics of the financial assets.
The portfolio of assets is managed, and performance is evaluated on a fair
value basis. ENRG Holdings is primarily focused on fair value information and
uses that information to assess the assets' performance and to make decisions.
The contractual cash flows of the ENRG Holdings shareholder loans are solely
principal and interest, however, these securities are not held for the purpose
of collecting contractual cash flows. The collection of contractual cash flows
is only incidental to achieving the ENRG Holdings business model objective.
Consequently, all investments are measured at fair value through profit or
loss. As a result, the evaluation of the performance of the ENRG Holdings
investments is done for the entire portfolio on a fair value basis, as is the
reporting to the key management personnel and to the investors. In this case,
all equity and shareholder loan investments form part of the same portfolio
for which the performance is evaluated on a fair value basis together and
reported to the key management personnel in its entirety.
Key estimation and uncertainty: Fair value estimation for investments at fair
value
Fair value for each investment held through ENRG Holdings is calculated by the
Investment Manager as investments are not traded in active markets. Fair value
for operational sustainable energy infrastructure investments will typically
be derived from a discounted cash flow (DCF) methodology and the results will
be benchmarked against appropriate multiples and key performance indicators,
where available for the relevant sector/industry. The fair value of
investments that are in construction as at year end are measured on a cost
basis, as the most appropriate proxy of their fair value.
In a DCF analysis the fair value is derived from the present value of the
investment's expected future cash flows to the Company's intermediate holdings
i.e. ENRG Holdings, from investments in both equity (dividends) and
shareholder loans (interest and repayments). The DCF models use observable
data, to the extent practicable, and apply reasonable assumptions and
forecasts for revenues, operating costs, macro-level factors, project specific
factors and an appropriate discount rate. Changes in assumptions about these
factors could affect the reported fair value of investments, which is detailed
in note 7 which considers the sensitivity of key modelling assumptions on the
Company's net asset value.
The Investment Manager exercises their judgement in assessing the discount
rate applied in the valuation of each investment. This is based on knowledge
of the market, taking into account market intelligence gained from publicly
available information, bidding activities, discussions with financial
advisers, consultants, accountants and lawyers. The discount rates are
reviewed quarterly and updated, where appropriate, to reflect changes in the
market and in the project risk characteristics. Valuations of each investment
are subject to review and challenge by the board.
The risk of climate change has been considered in the valuation of
investments, where applicable. Future power prices are estimated using
forecast data from third-party specialist consultancy reports, which reflect
various factors including gas prices, carbon prices and renewables deployment.
Short to medium term inflation assumptions used in the valuations are based on
third party forecasts. In the longer term, an assumption is made that
inflation will increase at a long-term rate.
The estimates and assumptions that are used in the calculation of the fair
value of investments is disclosed in note 7.
Key judgement: Equity and debt investment in ENRG Holdings
The Company classifies its investments based on its business model for
managing those financial assets and the contractual cash flow characteristics
of the financial assets. The portfolio of investments is managed, and
performance is evaluated on a fair value basis.
The contractual cash flows of the Company's shareholder loans (debt
investments) are solely principal and interest, however, these are not held
for the purpose of collecting contractual cash flows. The collection of
contractual cash flows is only incidental to achieving the Company's business
model's objective.
Consequently, all investments are measured at fair value through profit or
loss. Within the total fair value of the combined investment in ENRG Holdings,
the shareholder loan component had a fair value of £158,660,642.
4. Investment income
For the year ended For the year ended
31 December 2025
31 December 2024
Revenue Capital Total Revenue Capital Total
Interest on cash deposits 420 - 420 1,999 - 1,999
Interest income from investments 11,580 - 11,580 9,176 - 9,176
Dividend Income 15,556 - 15,556 11,252 - 11,252
Investment income 27,556 - 27,556 22,427 - 22,427
5. Operating expenses
For the year For the year
Fees to the Company's Auditor:
-Statutory audit of the year-end financial statements 270 270
-Assurance related services for the interim report 82 73
Tax advisory fees 50 22
AIFM fees 77 74
Directors' fees 412 387
Administration and depositary fees 273 250
Professional fees (10) 167
Other expenses 1,591 933
Total operating expenses 2,745 2,176
Fees with respect to the Investment Management and AIFM services are set out
in note 15.
The Company had no employees during the year. Full detail on Directors' fees
is provided in the Directors' Remuneration Report. There were no other
emoluments during the year.
6. Taxation
a. Analysis of charge in the year
For the year ended For the year ended
31 December 2025
31 December 2024
Revenue Capital Total Revenue Capital Total
£'000
£'000
£'000
£'000
£'000
£'000
Corporation tax - - - - - -
b. Factors affecting total tax charge for the year
The effective UK corporation tax rate applicable to the Company for the year
is 25% (2024: 25%). The tax charge differs from the charge resulting from
applying the standard rate of UK corporation tax for an investment trust
company.
For the year ended 31 December 2025 For the year ended 31 December 2024
Revenue Capital Total Revenue Capital Total
Profit/(loss) for the year before taxation 20,754 (7,221) 13,533 15,877 (53,665) (37,788)
Corporation tax at 25% 5,188 (1,805) 3,383 3,969 (13,416) (9,447)
Effect of:
Capital (gains) / losses not taxable - 1,805 1,805 - 12,799 12,799
Foreign exchange loss not deductible - - - - 617 617
Expenditure not deductible 115 - 115 - - -
Non-taxable UK dividends (3,889) - (3,889) (2,813) - (2,813)
Management expenses not utilised/ recognised - - - 2 - 2
Interest distributions (1,414) - (1,414) (1,158) - (1,158)
Total tax charge for the year - - - - - -
Investment companies which have been approved by HM Revenue & Customs
under section 1158 of the Corporation tax Act 2010 are exempt from tax on
capital gains. The Directors are of the opinion that the Company has complied
with the requirements for maintaining investment trust status for the purposes
of section 1158 of the Corporation tax Act 2010.
Additionally, the Company may utilise the interest streaming election which
allows the Company to designate dividends wholly or partly as interest
distributions for UK tax purposes. Interest distributions are treated as tax
deductions against taxable income of the Company so that investors do not
suffer double taxation on their returns.
The financial statements do not directly include the tax charges for the
Company's intermediate holding company, as ENRG Holdings is held at fair
value. ENRG Holdings is subject to taxation in the United Kingdom.
c. Deferred taxation
The Company has excess management expenses of £571,139 (2024: £671,922) that
are available for offset against future profits. A deferred tax asset of
£142,785 (2024: £166,095) has not been recognised in respect of these losses
as they will be recoverable only to the extent that the Company has sufficient
future taxable profits.
The Company has not provided for deferred tax on any capital gains or losses
arising on the revaluation of investments.
7. Investments at fair value through profit or loss
As set out in note 2.2, the Company designates its interest in its wholly
owned direct subsidiary ENRG Holdings as an investment at fair value through
profit or loss at each balance sheet date in accordance with IFRS 13, which
recognises a variety of fair value inputs depending upon the nature of the
investment. Specifically:
Level 1: Quoted (unadjusted) market prices in active markets for identical
assets or liabilities.
Level 2: Valuation techniques for which the lowest level input that is
significant to the fair value measurement is directly or indirectly
observable.
Level 3: Valuation techniques for which the lowest level input that is
significant to the fair value measurement is unobservable.
For assets and liabilities that are recognised in the financial statements on
a recurring basis, the Company determines whether transfers have occurred
between levels in the hierarchy by reassessing categorisation at the end of
each reporting period.
The Company classifies all assets measured at fair value as below:
Fair value hierarchy
As at 31 December 2025
Total Quoted prices Significant Observable Significant unobservable
in active markets (level 1)
inputs
inputs
(level 2)
(level 3
Assets measured at fair value:
Non-current assets
Investments held at fair value through profit or loss 395,945 - - 395,945
As at 31 December 2024 Total Quoted prices Significant Observable Significant unobservable
in active markets (level 1)
inputs
inputs
(level 2)
(level 3
Assets measured at fair value:
Non-current assets
Investments held at fair value through profit or loss 397,895 - - 397,895
All of the Company's investments have been classified as Level 3 and there
have been no transfers between levels during the year ended 31 December 2025.
The movement on the level 3 unquoted investment during the year is shown
below:
As at 31 December 2025 As at 31 December 2024
Opening balance at beginning of the year 397,895 369,047
Additions during the year at cost 5,860 82,513
Repayment of shareholder loan principal (1,602) -
Accrued interest income 1,021 -
403,174 451,560
Fair value movement on investments:
Change in fair value of equity investments(1) (7,229) (53,665)
Total fair value movement on investments (7,229) (53,665)
Closing balance 395,945 397,895
(1) The £(7,221)k (2024: £53,665k) in the Statement of
Comprehensive Income and Statement of Changes in Equity is made up of
unrealised losses of £(7,229)k (2024: £53,665k) per this note and a
realised foreign exchange gain of £8k (2024: £nil) during the year.
Further information on the basis of valuation is detailed in note 3 to the
financial statements.
Valuation methodology
As set out in note 2.2, the Company meets the definition of an investment
entity as described by IFRS 10, as such the Company's investment in the ENRG
Holdings is valued at fair value.
The Company holds underlying investments in special purpose entities (SPEs)
through its equity and debt investments in ENRG Holdings, as detailed in
note 8. The Investment Manager has carried out fair market valuations of the
SPE investments as at 31 December 2025.
IFRS 13 requires the Company to classify its investments in a fair value
hierarchy that reflects the significance of the inputs used in making the
measurements. IFRS 13 establishes a fair value hierarchy that prioritises the
inputs to valuation techniques used to measure fair value. The three levels of
fair value hierarchy under IFRS 13 are as follows:
Level 1: fair value measurements are those derived from quoted prices Level 2: fair value measurements are those derived from inputs other than Level 3: fair value measurements are those derived from valuation techniques
(unadjusted) in active markets for identical assets or liabilities quoted prices included within Level 1 that ore observable for the asset or that include inputs to the asset or liability that ore not based on observable
liability, either directly (i.e., as prices) or indirectly (i.e., derived from market data (unobservable inputs)
prices)
There were no Level 1 or Level 2 assets or liabilities during the year. There
were no transfers between Level 1 and 2, Level 1 and 3 or Level 2 and 3 during
the year.
The Company records the net asset value of ENRG Holdings by calculating and
aggregating the fair value of each of the individual investments in which the
Company holds an indirect investment. Due to their nature, such investments
are expected to be classified as level 3 as they are not traded and contain
unobservable inputs. The Directors have satisfied themselves as to the
methodology used, the discount rates and key assumptions applied, and the
valuation.
The fair value of investments that are operational as at year end are measured
at fair value through profit or loss using the DCF methodology in line with
the IFRS 13 framework for fair value measurement. As at 31 December 2025 the
US terminal storage assets, the Australian solar PV with battery storage
assets, 2 of the 7 European solar and wind assets and an additional asset
pending energization, the Brazilian hydro facility, the UK flexible power
asset with CCR and 13 of the 16 Brazilian solar PV assets are being measured
at fair value, using the DCF valuation, with the remaining 3 ready-to-build
Brazilian solar PV assets measured at fair value using market prices.
Fair value of investments that are in construction as at year end is measured
on a cost basis, as the most appropriate proxy of their fair value. At year
end, the remaining assets in the European solar and wind programme are in
construction. The cost basis of those assets under construction is regularly
reviewed to determine if the cost basis is the most appropriate basis of
valuation as assets approach their operational phase.
The total movement in the value of the investments in ENRG Holdings is
recorded through profit and loss in the Statement of Comprehensive Income
Statement of the Company.
Valuation assumptions
The following economic assumptions were used in the valuation of operating
assets.
Discount rates The discount rate used in the valuations is derived according to
internationally recognised methods.
Typical components of the discount rate are risk free rates, country-specific
and asset- specific risk premia. The latter comprise the risks inherent to the
respective asset class as well as specific premia for other risks such as
construction.
Power price Power prices are based on power price forecasts from leading market
consultants adjusted for expected deployment of energy transition assets.
Energy yield Estimated based on energy yield assessments from leading technical consultants
as well as operational performance data (where applicable).
Inflation rates Long-term inflation is based on International Monetary Fund (IMF) forecasts
for the respective jurisdiction.
Asset life Refer to the table below for details. In individual cases a longer operating
life may be assumed where the contractual set-up supports such assumption.
Operating expenses The operating expenses are primarily based on the respective contracts and
budgets.
Taxation rates The underlying country-specific tax rates are derived from leading tax
consulting firms.
Capital expenditure Based on the contractual arrangements (e.g. EPC agreement), where applicable.
Key assumptions
31 December 31 December 2024
2025
Weighted average discount rate(1): 8.57% 8.34%
Long-term inflation(1) Australia Australian solar PV with battery storage assets 2.5% 2.5%
Brazil Brazilian solar PV assets & Brazilian hydro facility 2.9% 3.0%
Spain Spanish solar PV asset 2.0% 2.0%
Sweden Swedish onshore wind asset 2.0% 2.0%
United Kingdom UK flexible power with CCR asset 2.0% n/a
United States US terminal storage assets 2.2% 2.2%
Total asset life Years Australian solar PV with battery storage assets 25 years 25 years
Years Brazilian solar PV assets 25 years 25 years
Years Brazilian hydro facility 25 years 25 years
Years Iberian and Swedish solar PV and wind assets 25 years 25 years
Years UK flexible power with CCR asset 25 years 25 years
Years US terminal storage assets 30 years 30 years
Exchange rate GBP:AUD Australian solar PV with battery storage assets 1:2.0171 1:2.0235
GBP:BRL Brazilian solar PV assets & Brazilian hydro facility 1:7.4024 1:7.7486
GBP:EUR Iberian and Swedish solar PV and wind assets 1:1.1453 1:1.2098
GBP:USD US terminal storage assets 1:1.3451 1:1.2527
(1 ) Due to the asset realisation strategy
approved by shareholders on 28 August 2025, and related commercial
considerations on the realisation of individual asset programmes, the Company
is disclosing a weighted average discount rate for the portfolio.
(2) Source: IMF. Inflation rates have been taken from IMF
published in October 2025 (data is published biannually), which provides
yearly forecasted inflation up to 2030. Long-term inflation rate refers to the
2030 projected rate. Short-term inflation volatility of up to 2030 has been
accounted for in the valuation of operating assets.
Valuation sensitivity
The key sensitivities in the DCF valuation are considered to be the discount
rate used in the DCF valuation and long-term assumptions in relation to
inflation, operating expenses and asset life.
The discount rate applied in the valuation of the operating assets are as per
the table above, which is considered to be an appropriate base case for
sensitivity analysis. A variance of +/- 0.5% for Developed Markets (UK, the
US, Australia, Spain, Sweden) and +/- 1.5% for Emerging Markets (Brazil) are
considered to be reasonable ranges of alternative assumptions for discount
rate given the volatility of discount rates used during the year.
The base case long term inflation rate assumption depends on the geographical
location for assets in operation. These are disclosed in the table above. A
variance of +/-1% is considered to be a reasonable range of alternative
assumptions for inflation.
For assets in construction, the Company has only sensitised the impact of
foreign exchange fluctuations. A variance of +/- 10% is considered to be a
reasonable range of alternative assumptions for foreign exchange.
The analysis below shows the sensitivity of the investments value (and impact
on NAV) to changes in key assumptions. All sensitivity calculations have been
performed on the basis that each of the other assumptions remains constant and
unchanged.
At 31 December 2025 Change in input Changes in fair value of investments (£'000) Change in NAV per share
(pence)
Discount rate - US terminal storage assets -0.5% 5,951 1.50
0.5% (5,521) (1.39)
Discount rate - Australian solar PV with battery storage assets -0.5% 1,525 0.39
0.5% (1,427) (0.36)
Discount rate - Brazilian solar PV assets -1.5% 2,025 0.51
1.5% (1,698) (0.43)
Discount rate - Brazilian hydro facility -1.5% 14,352 3.63
1.5% (11,874) (3.00)
Discount rate - Iberian and Swedish solar and onshore wind assets -0.5% 292 0.07
0.5% (269) (0.07)
Discount rate - UK flexible power with CCR asset -0.5% 2,845 0.72
0.5% (2,641) (0.67)
Discount rate - All -0.5% for DM*, -1.5% for EM* 26,988 6.82
+0.5% for DM, +1.5% for EM (23,430) (5.92)
*DM: Developed Markets: UK, the US, Australia, Spain, Sweden
*EM: Emerging Market: Brazil
As at 31 December 2025 Change in input Changes in fair value of investments (£'000) Change in NAV per share
(pence)
Inflation - US terminal storage assets -1% (11,894) (3.01)
1% 13,632 3.44
Inflation - Australian solar PV with battery storage assets -1% (3,519) (0.89)
1% 3,103 0.78
Inflation - Brazilian solar PV assets -1% (1,676) (0.42)
1% 1,937 0.49
Inflation - Brazilian hydro facility -1% (12,331) (3.12)
1% 14,101 3.56
Inflation - Iberian and Swedish solar and onshore wind assets -1% (779) (0.20)
1% 990 0.25
Inflation - UK flexible power with CCR asset -1% (4,004) (1.01)
1% 3,953 1.00
Long-term Inflation - All -1% (34,204) (8.64)
1% 37,716 9.53
As at 31 December 2025 Change in input Changes in fair value of investments (£'000) Change in NAV per share
(pence)
Asset life - US terminal storage assets -1 year (2,258) (0.57)
+1 year 2,151 0.54
Asset life - Australian solar PV with battery storage assets -1 year (707) (0.18)
+1 year 615 0.16
Asset life - Brazilian solar PV assets -1 year (227) (0.06)
+1 year 171 0.04
Asset life - Brazilian hydro facility -1 year (2,130) (0.54)
+1 year 2,233 0.56
Asset life - Iberian and Swedish solar and onshore wind assets -1 year (276) (0.07)
+1 year 262 0.07
Asset life - UK flexible power with CCR asset -1 year (1,067) (0.27)
+1 year 879 0.22
Asset life - All -1 year (6,665) (1.68)
+1 year 6,311 1.59
As at 31 December 2025 Change in input Changes in fair value of investments (£'000) Change in NAV per share
(pence)
Operating expenses - US terminal storage assets -5% 4,511 1.14
5% (4,509) (1.14)
Operating expenses - Australian solar PV with battery storage assets -5% 645 0.16
5% (808) (0.20)
Operating expenses - Brazilian solar PV assets -5% 655 0.17
5% (771) (0.19)
Operating expenses - Brazilian hydro facility -5% 2,908 0.73
5% (2,900) (0.73)
Operating expenses - Iberian and Swedish solar and onshore wind assets -5% 200 0.05
5% (193) (0.05)
Operating expenses - UK flexible power with CCR asset -5% 1,476 0.37
5% (1,505 ) (0.38)
Operating expenses - All -5% 10,395 2.63
5% (10,687) (2.70)
As at 31 December 2025 Change in input Changes in fair value of investments (£'000) Change in NAV per share
(pence)
Power Price - Australian solar PV with battery storage assets -10% (4,914) (1.24 )
10% 3,679 0.93
Power Price - Brazilian hydro facility -10% (15,015) (3.79)
10% 14,043 3.55
Power Price - Iberian and Swedish solar and onshore wind assets -10% (899) (0.23)
10% 1,157 0.29
Power Price - UK flexible power with CCR asset -10% (2,234) (0.56)
10% 2,090 0.53
Power Price - All -10% (23,063) (5.83)
10% 20,969 5.30
As at 31 December 2025 Change in input Changes in fair value of investments (£'000) Change in NAV per share
(pence)
FX (GBP:USD) -10% 14,202 3.59
10% (11,620) (2.94)
FX (GBP:BRL) -10% 15,368 3.88
10% (12,574) (3.18)
FX (GBP:AUD) -10% 4,117 1.04
10% (3,369) (0.85)
FX (GBP:EUR) -10% 5,083 1.28
10% (4,159) (1.05)
FX - All -10% 38,771 9.80
10% (31,721) (8.01)
The sensitivities above are assumed to be independent of each other. Combined
sensitivities are not presented.
As at 31 December 2024 Change in input Changes in fair value of investments (£'000) Change in NAV per share
(pence)
Discount rate - US terminal storage assets -0.50% 6,519 1.65
0.50% (6,033) (1.52)
Discount rate - Australian solar PV with battery storage assets -0.50% 1,392 0.35
0.50% (1,307) (0.33)
Discount rate - Brazilian solar PV assets -1.50% 3,496 0.88
1.50% (2,877) (0.73)
Discount rate - Brazilian hydro facility -1.50% 11,395 2.88
1.50% (9,374) (2.37)
Discount rate - Iberian and Swedish solar and onshore wind assets -0.50% 79 0.02
0.50% (74) (0.02)
Discount rate - All -0.5% for DM, -1.5% for EM 22,880 5.78
+0.5% for DM, +1.5% for EM (19,665) (4.97)
As at 31 December 2024 Change in Changes in fair value of investments Change in
input
(£'000)
NAV per
share
(pence)
Inflation - US terminal storage assets -1.00% (10,858) (2.74)
1.00% 12,504 3.16
Inflation - Australian solar PV with battery storage assets -1.00% (795) (0.20)
1.00% 861 0.22
Inflation - Brazilian solar PV assets -1.00% (1,696) (0.43)
1.00% 2,130 0.54
Inflation - Brazilian hydro facility -1.00% (9,947) (2.51)
1.00% 10,401 2.63
Inflation - Iberian and Swedish solar PV and wind assets -1.00% (223) (0.06)
1.00% 253 0.06
Long-term Inflation - All -1.00% (23,520) (5.94)
1.00% 26,149 6.61
As at 31 December 2024 Change in Changes in fair value of investments Change in
input
(£'000)
NAV per
share
(pence)
Asset life - US terminal storage assets -1 year (2,120) (0.54)
+1 year 2,329 0.59
Asset life - Australian solar PV with battery storage assets -1 year (411) (0.10)
+1 year 210 0.05
Asset life - Brazilian solar PV assets -1 year (435) (0.11)
+1 year 408 0.10
Asset life - Brazilian hydro facility -1 year (1,797) (0.45)
+1 year 1,819 0.46
Asset life - Iberian and Swedish solar PV and wind assets -1 year (120) (0.03)
+1 year 115 0.03
Asset life - All -1 year (4,884) (1.23)
+1 year 4,881 1.23
As at 31 December 2024 Change in Changes in fair value of investments Change in
input
(£'000)
NAV per
share
(pence)
Operating expenses - US terminal storage assets -5.00% 4,548 1.15
5.00% (4,538) (1.15)
Operating expenses - Australian solar PV with battery storage assets -5.00% 339 0.09
5.00% (235) (0.06)
Operating expenses - Brazilian solar PV assets -5.00% 637 0.16
5.00% (609) (0.15)
Operating expenses - Brazilian hydro facility -5.00% 2,378 0.60
5.00% (2,407) (0.60)
Operating expenses - Iberian and Swedish solar PV and wind assets -5.00% 82 0.02
5.00% (81) (0.02)
Operating expenses - All -5.00% 7,984 2.02
5.00% (7,869) (1.99)
As at 31 December 2024 Change in input Changes in fair value of investments (£'000) Change in NAV per share
(pence)
Power Price - Australian solar PV with battery storage assets -10% (2,276) (0.58)
10% 1,777 0.45
Power Price - Brazilian hydro facility -10% (11,472) (2.90)
10% 9,862 2.49
Power Price - Iberian and Swedish solar and onshore wind assets -10% (739) (0.19)
10% 711 0.18
Power Price - All -10% (14,487) (3.66)
10% 12,350 3.12
As at 31 December 2024 Change in Changes in fair value of investments Change in
input
(£'000)
NAV per
share
(pence)
FX (GBP:USD) -10.00% 14,152 3.58
10.00% (11,579) (2.93)
FX (GBP:BRL) -10.00% 14,750 3.73
10.00% (12,068) (3.50)
FX (GBP:AUD) -10.00% 5,158 1.30
10.00% (4,220) (1.07)
FX (GBP:EUR) -10.00% 4,712 1.19
10.00% (3,856) (0.97)
FX - All -10.00% 38,772 9.80
10.00% (31,723) (8.01)
The sensitivities above are assumed to be independent of each other. Combined
sensitivities are not presented.
8. Unconsolidated subsidiaries
The following table shows subsidiaries of the Company. As the Company is
regarded as an investment entity, these subsidiaries have not been
consolidated in the preparation of the financial statements.
Investments Registered Office Address Country of Business Ownership Interests as at
31 December 2025
VH ENRG UK Holdings Limited 5th Floor 20 Fenchurch Street, London, England, EC3M 3BY, United Kingdom United Kingdom 100%
Victory Hill Distributed Energy Investments Limited 5th Floor 20 Fenchurch Street, London, England, EC3M 3BY, United Kingdom United Kingdom 100%
Victory Hill Flexible Power Limited 5th Floor 20 Fenchurch Street, London, England, EC3M 3BY, United Kingdom United Kingdom 100%
Rhodesia Power Limited 5th Floor 20 Fenchurch Street, London, England, EC3M 3BY, United Kingdom United Kingdom 100%
Victory Hill USA Holdings LLC 800 North State Street, Suite 304., Dover Delaware 19901 United States 100%
Victory Hill Midstream Investments LLC 800 North State Street, Suite 304., Dover Delaware 19901 United States 100%
Victory Hill Midstream Energy LLC 800 North State Street, Suite 304., Dover Delaware 19901 United States 100%
Motus T1 LLC 14301 RL Ostos Rd. Brownsville, TX 78521 United States 100%
Motus T2 LLC 16265 RL Ostos Rd. Brownsville, TX 78521 United States 100%
Victory Hill Australia Investments Pty Ltd Apex Fund Services (Australia) Pty Ltd, Level 5, 459 Little Collins Street, Australia 100%
Melbourne, VIC 3000
Victory Hill Distributed Power Pty Ltd Apex Fund Services (Australia) Pty Ltd, Level 5, 459 Little Collins Street, Australia 100%
Melbourne, VIC 3000
Mobilong Solar Farm Pty Ltd Apex Fund Services (Australia) Pty Ltd, Level 5, 459 Little Collins Street, Australia 100%
Melbourne, VIC 3000
Dunblane Solar Pty Ltd Apex Fund Services (Australia) Pty Ltd, Level 5, 459 Little Collins Street, Australia 100%
Melbourne, VIC 3000
Dubbo Solar Project Pty Ltd Apex Fund Services (Australia) Pty Ltd, Level 5, 459 Little Collins Street, Australia 100%
Melbourne, VIC 3000
Narrandera Solar Project Pty Ltd Apex Fund Services (Australia) Pty Ltd, Level 5, 459 Little Collins Street, Australia 100%
Melbourne, VIC 3000
Coleambally East Solar Farm Pty Ltd Apex Fund Services (Australia) Pty Ltd, Level 5, 459 Little Collins Street, Australia 100%
Melbourne, VIC 3000
Tabbita Solar Farm Pty Ltd Apex Fund Services (Australia) Pty Ltd, Level 5, 459 Little Collins Street, Australia 100%
Melbourne, VIC 3000
Griffith Solar Pty Ltd Apex Fund Services (Australia) Pty Ltd, Level 5, 459 Little Collins Street, Australia 100%
Melbourne, VIC 3000
VH Participacoes Hidreletricas do Brasil LTDA Avenida Paulista, nº 1912, 8º andar, Bela Vista, São Paulo, State of São Brazil 98.25%
Paulo, CEP 01310-200
Energest S.A. Rod BR 259, km 92, Piso 8, Sala 1, Bairro Mascarenhas, Baixo Guandu, State of Brazil 100%
Espírito Santo, CEP 29730-000
Victory Hill Holdings Brasil S.A. Rua Barão de Jaguaripe, nº 280, apto. 501, Bairro, Ipanema, Rio de Janeiro, Brazil 99.99%
State of Rio de Janeiro, CEP 22.421-000
Energea Itaguaí I Ltda. Est RJ-099, No. 704, Piranema, Municipality of Itaguaí, Rio de Janeiro, Brazil 100%
State of Rio de Janeiro, CEP 23825-840
Energea Itaguaí II Ltda. Est RJ-099, No. 704, Piranema, Municipality of Itaguaí, Rio de Janeiro, Brazil 100%
State of Rio de Janeiro, CEP 23825-840
Energea Itaguaí III Ltda. Est RJ-099, No. 704, Piranema, Municipality of Itaguaí, Rio de Janeiro, Brazil 100%
State of Rio de Janeiro, CEP 23825-840
Energea Nova Friburgo Ltda. Rua Barão de Jaguaripe, nº 280, apto 501, Ipanema, Rio de Janeiro - RJ, Brazil 100%
CEP 22.421-000
Energea Itabaiana Ltda. SIT BR 235 da Queimadas Margem Esquerda, No Number, Zona Rural, Itabaiana, Brazil 100%
State of Sergipem, CEP 49.511-899
Energea Redenção Ltda. Rod BR 158 KM 18, No Number, Complement: Chácara Temponi, Zona Rural, Brazil 100%
Redenção, State of Pará, CEP 68.554-899
Energea Itaporanga Ltda. Sítio Catole, No Number, Zona Rural, Itaporanga, State of Paraíba, CEP: Brazil 100%
58.780-000
Energea Bataguassu Ltda. Rod BR 267 KM 48,5 A Direita - Fazenda Cabeceira, No Number, Zona Rural, Brazil 100%
Bataguassu, State of Mato Grosso do Sul, CEP: 79.780-000
Energea Palmas Ltda. Rod BR-030, KM 93, Fazenda Boa Vista, No Number, Malhada, State of Bahia, Brazil 100%
CEP 46.440-000
Energea Itacarambi Ltda. Rod BR 135 KM 139, Zona Rural, No Number, Itacarambi, State of Minas Gerais. Brazil 100%
CEP: 39.470-000
Energea Vassouras I Ltda. Est RJ 127, nº 6300, Zona Rural, Vassouras, State of Rio de Janeiro, CEP: Brazil 100%
27.700-000
Energea Seropédica Ltda. Rua Barão de Jaguaripe, nº 280, apto 501, Ipanema, State of Rio de Janeiro, Brazil 100%
CEP: 22.421-000
Energea Paraíba do Sul Ltda. Rua Barão de Jaguaripe, nº 280, apto 501, Ipanema, Rio de Janeiro, State of Brazil 100%
Rio de Janeiro, CEP 22.421‑000
Energea Taquaritinga Ltda. Est Municipal de Taquaritinga a Monte Alto, No Number, Área Rural de Brazil 100%
Taquaritinga, Taquaritinga, State of São Paulo, CEP 15.909-899
Energea Nova Cruz Ltda. Est Margem Direita da Estrada de Nova Cruz a Montanhas, No Number, Zona Rural, Brazil 100%
City: Nova Cruz, State of Rio Grande do Norte, CEP 59.215-000
VH Spain Energy Investments SLU Calle Nanclares de Oca 1B, 28022 Madrid Spain 100%
Fusgar Energy SL Calle Nanclares de Oca 1B, 28022 Madrid Spain 55%
La Marquesa SL Calle Nanclares de Oca 1B, 28022 Madrid Spain 55%
La Marquesa AZ SL Calle Nanclares de Oca 1B, 28022 Madrid Spain 55%
Marquesona SL Calle Nanclares de Oca 1B, 28022 Madrid Spain 55%
Fotoener SL Calle Doctor Vernau, 1. 35001 Las Palmas de Gran Canaria Spain 55%
Lingbo SPW AB Athene Tax AB, Textilgatan 31, 120 30 Stockholm Sweden 55%
Elcano Unipessonal LDA Rua Latino Coelho, nº 87, 1050 - 134 Lisboa, Portugal 55%
Sistemas Energeticos Saturno SL Calle Nanclares de Oca 1B, 28022 Madrid Spain 55%
Feres Energy SL Calle Nanclares de Oca 1B, 28022 Madrid Spain 55%
Alfa Lirae PV 7 SL Calle Nanclares de Oca 1B, 28022 Madrid Spain 55%
Alfa Lirae PV 11, SL Calle Juan de Mena 10, 28014 Madrid Spain 55%
Solar Power Cosmo SL Calle Nanclares de Oca 1B, 28022 Madrid Spain 55%
At 31 December 2025, the Company has one direct subsidiary and owns 100% of
ENRG Holdings. The Company owns investments in the other entities per the
table above through its ownership of ENRG Holdings. ENRG Holdings owns 100% of
Victory Hill USA Holdings LLC, Victory Hill Australia Investments Pty Ltd,
Victory Hill Distributed Energy Investments Limited, Victory Hill Flexible
Power Limited and Victory Hill Spain Energy Investments S.L.U and 98.25% of VH
Participacoes Hidreletricas do Brasil Ltda.
The Company's investments in Victory Hill Midstream Investments LLC, Victory
Hill Midstream Energy LLC, Motus T1 LLC and Motus T2 LLC are held through
Victory Hill USA Holdings LLC. These relate to the US terminal storage
assets.
The Company's investments in Brazilian solar PV assets are held through
Victory Hill Distributed Energy Investments Limited, which holds 99.99% of
Victory Hill Holdings Brasil S.A.
The Company's investments in VH Hydro Brasil Holding S.A. and Energest S.A.
are held through VH Participacoes Hidreletricas do Brasil LTDA. These relate
to the Brazilian hydro facility.
The Company's investments in Victory Hill Distributed Power Pty Ltd, Mobilong
Solar Farm Pty Ltd, Dubbo Solar Project Pty Ltd, Narrandera Solar Project
Pty Ltd, Tabbita Solar Farm Pty Ltd, Griffith Solar Pty Ltd, Coleambally
East Solar Farm Pty Ltd and Dunblane Solar Pty Ltd are held through Victory
Hill Australia Investments Pty Ltd. These relate to the Australian solar PV
with battery storage assets.
The Company's investments Fusgar Energy SL in are held through Victory Hill
Spain Energy Investment S.L.U., which holds 80% of Fusgar Energy SL.
The Company's investments in Rhodesia Power Limited is held through Victory
Hill Flexible Power Limited. These relate to the UK flexible power with CCR
assets.
9. Receivables
As at 31 December 2025 As at 31 December 2024
Other receivables 97 130
Interest receivable on cash and cash equivalents 29 39
Prepayments - 32
Total other receivables 126 201
The Directors have analysed the expected credit loss in respect of receivables
and concluded there was no material exposure for the year ended 31 December
2025 and 31 December 2024.
10. Cash and cash equivalents
As at 31 December 2025 As at 31 December 2024
Cash at bank(1) 9,133 10,731
Cash on deposit - 216
Total other receivables 9,133 10,947
(1) Includes money market investments of £1.4m
(31 December 2024: £9.5m)
11. Accounts payable and accrued expenses
As at 31 December 2025 As at 31 December 2024
Accrued expenses 382 536
Accounts payable - -
Accounts payable and accrued expenses 382 536
The Directors consider that the carrying amount of other payables and accrued
expenses matches their fair value.
12. Financial risk management
The Company's activities expose it to a variety of financial risks: market
risk (including currency risk, interest rate risk and price risk), credit risk
and liquidity risk.
The Investment Manager has risk management procedures and processes in place
which enable them to monitor the risks of the Company. The objective in
managing risk is the creation and protection of shareholder income and value.
Risk is inherent in the Company's activities, but it is managed through a
process of ongoing identification, impact assessment, and monitoring and
subject to risk limits and other controls.
The principal financial risks facing the Company in the management of its
portfolio are as follows:
Currency risk
The Company make investments which are based in countries whose local currency
may not be Sterling and the Company and its investments may make and/or
receive payments that are denominated in currencies other than Sterling.
Therefore, when foreign currencies are translated into Sterling there could be
a material adverse effect on the Company's profitability and its net asset
value.
The Company's investments are held for the long-term and the Company may enter
into hedging arrangements for periods less than 12 months to hedge against
short-term currency movements. Currency risk is taken into consideration at
time of investment and included in the Investment Manager's assessment of
minimum hurdle rate from investments. Hedging policies of the Company will be
reviewed on a regular basis to ensure that the risks associated with the
Company's investments are being appropriately managed.
The Company invests in a portfolio of assets through ENRG Holdings, which pays
dividends in sterling to the Company. Shareholder loan investments and
interest are held and paid in local currencies at the Company, including
US$62,525,019 and A$89,955,462 representing a total of 22.3% of the Company's
NAV at year end.
Note 7 details sensitivity analysis on the impact of changes to the inputs on
the fair value of the Company's investments.
Interest rate risk
The Company's interest rate risk on its financial assets is limited to
interest earned on cash or cash equivalents. The Board considers that, because
shareholder loan investments bear interest at a fixed rate, they do not carry
any interest rate risk.
The Company may use borrowings for multiple purposes, including for investment
purposes. At the year end the Company held no borrowings. Interest rate risk
will be taken into consideration when taking out any such borrowings.
The Company's interest and non-interest bearing assets and liabilities as at
31 December 2025 and 31 December 2024 are summarised as below:
For the year ended 31 December 2025 For the year ended 31 December 2024
Interest bearing Non-interest bearing Total Interest bearing Non-interest bearing Total
Cash and cash equivalents 9,133 - 9,133 10,947 - 10,947
Prepayments and other receivables - 97 97 - 162 162
Interest receivable 29 - 29 39 - 39
Investments at fair value through profit or loss 157,640 237,285 394,925 154,798 243,097 397,895
Total assets 166,802 237,382 404,184 165,784 243,259 409,043
Liabilities
Accounts payable and accrued expenses - (383) (383) - (536) (536)
Total liabilities - (383) (383) - (536) (536)
Price risk
The operation and cash flows of certain investments will depend, in
substantial part, upon prevailing market prices for electricity and fuel, and
particularly natural gas. The Company intends to mitigate these risks by
entering into (i) hedging arrangements; (ii) extendable short, medium and
long-term contracts; and (iii) fixed price or availability based asset-level
commercial contracts, and ensuring that market risk is combined with
non-market risk exposures.
Price risk is limited to the fair value of investments. Note 7 details
sensitivity analysis on the impact of changes to the inputs on the fair value
of the Company's investments and profits.
Credit risk
Credit risk is the risk that a counterparty will cause financial loss to the
Company by failing to meet a commitment it has entered into with the Company.
The Company's credit risk exposure is minimised with its policy to enter into
banking arrangements with reputable financial institutions with a credit
rating of at least 'A/Positive' from Standard and Poor's and making loan
investments which are equity in nature. The Investment Manager monitors the
credit ratings of banks used by the Company on a regular basis.
The table below shows the Company's maximum exposure to credit risk:
As at 31 December 2025 As at 31 December 2024
Cash and cash equivalents 9,133 10,947
Investments at fair value through profit or loss 157,640 157,640
Other receivables (Note 9) 126 201
166,899 168,788
Liquidity risk
The Company manages its liquidity and funding risks by considering cash flow
forecasts and ensuring sufficient cash balances are held within the Company to
meet future needs. Prudent liquidity risk management implies maintaining
sufficient cash and marketable securities, the availability of financing
through appropriate and adequate credit lines, and the ability of
counterparties to settle obligations. The Company ensures, through forecasting
of capital requirements, that adequate cash is available.
The following table details the Company's liquidity analysis in respect of its
financial liabilities on contractual undiscounted payments:
As at 31 December 2025 <3 3-12 1-5 >5 £'000
£'000 £'000 £'000 £'000
Accounts payable and accrued expenses 383 - - - 383
383 - - - 383
As at 31 December 2024 <3 3-12 1-5 >5 £'000
£'000 £'000 £'000 £'000
Accounts payable and accrued expenses 536 - - - 536
536 - - - 536
The Board of Directors monitors key risks faced by the Company and has agreed
policies for managing the above risks with the Investment Manager.
Capital management
The Company considers its capital to comprise ordinary share capital,
distributable reserves and retained earnings.
The Company's primary capital management objectives are to ensure the
sustainability of its capital to meet its financial obligations under the
Managed Wind-Down. Generally, acquisitions are anticipated to be funded with a
combination of cash, debt and equity.
13. Share capital
Share Capital Share premium Special Distributable Reserve Total
Opening balance 422,498,890 4,225 186,368 227,067 417,660
Interim dividend paid during the year - - - (452) (452)
Buyback of ordinary shares - - - (14,621) (14,621)
At 31 December 2024 422,498,890 4,225 186,368 211,994 402,587
Opening balance 422,498,890 4,225 186,368 211,994 402,587
Buyback of ordinary shares* - - - (1) (1)
At 31 December 2025 422,498,890 4,225 186,368 211,993 402,586
* During the period under review, the Company made a payment towards stamp
duty relating to the share buy-backs in 2024.
14. Dividends
The Company paid the below dividends for the year.
Pence per ordinary
1 October 2024 to 31 December 2024 1.45p £5.7m 27 March 2025
1 January 2025 to 31 March 2025 1.45p £5.7m 26 June 2025
1 April 2025 to 30 June 2025 1.45p £5.7m 18 September 2025
1 July 2025 to 30 September 2025 1.45p £5.7m 08 January 2026
15. Transactions with the Investment Manager and related parties
Investment Manager
On 3 May 2023 the Company entered into an Alternative Investment Fund
Management Agreement ("AIFM Agreement") with Victory Hill Capital
Partners LLP replacing G10 Capital Limited. Victory Hill Capital
Partners LLP is acting as the Company's investment manager with overall
responsibility for the risk management and portfolio management of the
Company, providing alternative investment fund management services and
ensuring compliance with the requirements of the AIFM Rules, subject to the
overall supervision of the Board of Directors in accordance with the policies
set by the Directors from time to time and the investment restrictions as set
out in the AIFM Agreement.
The AIFM Agreement provides that the Company will pay to Victory Hill a fixed
monthly AIFM fee of £5,833, exclusive of VAT. The Company will also reimburse
Victory Hill for reasonable expenses properly incurred by it in the
performance of its obligations under the AIFM Agreement.
The AIFM Agreement may be terminated by the Company or Victory Hill giving not
less than twelve months' written notice. The AIFM Agreement may be terminated
with immediate effect on the occurrence of certain events, including
insolvency or in the event of a material and continuing breach.
On 28 August 2025 shareholders of the Company voted in favour of an asset
realisation strategy. The result of which is that the Company approved the new
fee structure for the Company's investment manager, Victory Hill, to
incentivise it to execute the new investment objective. The new fee structure
comprises:
1. An annual fixed fee of £88,000.
2. A base management fee of £4.25m per annum for the three-year
realisation period; and
3. A performance fee based on realisation proceeds in respect of
the portfolio assets of the Company, plus any dividends paid by the Company
from 28 August 2028 that are in excess of a hurdle (the "Hurdle"), which is
calculated by reference to the proportion of the Company's "Reference NAV" at
31 December 2024, being £408,507,000 (103.21p per ordinary share). The
Hurdle shall apply during the Realisation Period, based on the year during the
Realisation Period in which a portfolio asset is deemed sold and/or a dividend
is paid (as applicable), as follows:
i. Year 1: 85% of Reference NAV
ii. Year 2: 90% of Reference NAV
iii. Year 3: 100% of Reference NAV
The performance fee accrues on realisation proceeds and/or dividends to the
extent these exceed the relevant Hurdle. Any dividend paid will be treated as
a distribution of 100% of the relevant proportion of the Reference NAV.
The performance fee rate, payable on proceeds in excess of the above Hurdles,
is 0% if total returns to shareholders are below 85% of Reference NAV, 15% at
85%, 17.5% at 90%, and 20% at 95%. The fee accrues at the end of the
realisation period or once the final asset is sold. Therefore Victory Hill
only receives the accrued performance fee if: (1) the full portfolio is
realised (excluding temporary investments), (2) total returns to shareholders
reach at least £347.2m (85% of Reference NAV), and (3) shareholders have
received their full net return.
Directors
The Directors have been entitled to aggregate annual remuneration (excluding
expenses payable) as follows:
For the year ended 31 December 2025 For the year ended 31 December 2024
Bernard Bulkin OBE 88.5 84.5
Margaret Stephens (resigned on 21 May) 28.8 71.5
Richard Horlick 66.5 64.5
Louise Kingham CBE 63.5 61.5
Daniella Carneiro 63.5 61.5
Patrick Firth (appointed on 20 February) 61.6 -
372.4 343.5
The Directors are not eligible for bonuses, pension benefits, share options,
long-term incentive schemes or other benefits. There is no amount set aside or
accrued by the Company in respect of contingent or deferred compensation
payments or any benefits in kind payable to the Directors. During the year
ended 31 December 2025, Directors' fees of £356,500 (2024: £343,500) were
paid of which none was payable at the year end.
The Directors held the following beneficial interests in the ordinary shares
of the Company as at 31 December 2025.
For the year ended 31 December 2025
Number of % of ordinary
ordinary
shares in issue
shares held
Bernard Bulkin OBE 68,181 0.02
Margaret Stephens* 56,960 0.02
Richard Horlick 300,000 0.07
Louise Kingham CBE 26,753 0.01
Patrick Firth** 22,000 0.01
Daniella Carneiro - 0.00
(* Margaret resigned from the Board on 21 May 2025)
(** Patrick was appointed on 20 February 2025)
Other balances with related parties
The Company entered into intercompany loan agreements with ENRG Holdings,
which entered into further intercompany loan agreements with the following
subsidiary companies:
• Victory Hill Flexible Power Ltd £200,000 (31 December
2024 £8,310,000)
• Victory Hill Australia Investments Pty Ltd A$11,491,205
(31 December 2024: A$38,171,257)
• Victory Hill USA Holdings LLC US$nil (31 December 2024:
US$nil)
• Victory Hill Spain Energy Investments, S.L.U €nil
(31 December 2024: €42,454,578)
As at the year-end, the Company held a receivable from VH ENRG UK Holdings
Limited of £nil (31 December 2024: £nil).
16. Contingent liabilities and commitments
As part of asset realisation strategy, the Company has agreed a Performance
Fee arrangement with its investment manager, Victory Hill, which incentivises
full realisation of the investment portfolio within the Realisation Period
(29 August 2025 to 28 August 2028) and subject to a shareholder return
hurdle which is based on NAV as at 31 December 2024. As at the reporting
date, no present obligation exists and the outflow is not considered probable.
Accordingly, no provision has been recognised. The potential financial effect
is a liability of £11.7m based on the anticipated realisation timeline and
using the 31 December 2025 NAV per program as the program sales values. The
potential financial effect is sensitive to actual sale prices and timing, and
the matter will be reassessed at each reporting date.
17. Earnings per share
Earnings per share (EPS) is calculated by dividing profit for the period
attributable to ordinary equity holders of the Company by the weighted average
number of ordinary shares in issue on 1 January 2022 to 31 December 2025.
Amounts shown below are both basic and diluted measures as there were no
dilutive instruments in issue throughout the current year.
For the year ended 31 December 2025 For the year ended 31 December 2024
Revenue Capital Total Revenue Capital Total
Earnings (£'000) 20,754 (7,221) 13,533 15,877 (53,655) (37,778)
Weighted average number of ordinary shares 395,803,422 395,803,422 395,803,422 405,133,610 405,133,610 405,133,610
EPS (p) 5.24 (1.82) 3.42 3.92 (13.24) (9.32)
18. Net asset value per share
Net asset value per share is calculated by dividing the net assets
attributable to ordinary equity holders of the Company by the number of
ordinary shares outstanding at the reporting date. Amounts shown below are
both basic and diluted measures as there were no dilutive instruments in issue
throughout the current year.
Year ended 31 December 2025 Year ended 31 December 2024
NAV (£'000) 404,822 408,507
Number of ordinary shares 395,803,422 395,803,422
NAV per share (p) 102.28 103.21
19. Post balance sheet events
On 20 February 2026, the Board of Directors announced an interim dividend of
£5.7m equivalent to 1.45p per ordinary share with respect to the period
1 October 2025 to 31 December 2025 which will be paid on 8 April 2026.
Subsequent to the reporting date, the Board proposed the adoption of a B Share
Scheme to facilitate the return of funds to shareholders as assets are
realised under the asset realisation strategy. Under the B Share Scheme,
available proceeds from asset realisations will be returned to shareholders
through a bonus issue of B Shares, which will be redeemed shortly after
issuance. To enable the redemption of the B Shares, the Company proposed a
cancellation of its share premium account so that the balance standing to the
credit of the share premium account can be used as distributable reserves to
fund such redemptions.
A circular was issued to shareholders on 26 February 2026 setting out the
proposals for the adoption of the B Share Scheme, the cancellation of the
share premium account, and the adoption of new articles of association to
permit the issuance of B Shares. These proposals were presented to
shareholders at a general meeting held on 18 March 2026.
At the general meeting, shareholders approved the adoption of the B Share
Scheme, authorising the issue of B Shares up to £450,000,000, the
cancellation of the share premium account, and the adoption of the new
articles of association in substitution for the existing articles.
As these approvals were obtained after the reporting date, they represent a
non-adjusting post balance sheet event.
20. Controlling parties
There is no ultimate controlling party of the Company.
ALTERNATIVE PERFORMANCE MEASURES (APMs)
Alternative Performance Measures (APMs) are often used to describe the
performance of investment companies although they are not specifically defined
under IFRS. Calculations for APMs used by the Company are shown below.
In reporting financial information, the Company presents alternative
performance measures, "APMs", which are not defined or specified under the
requirements of IFRS. The Company believes that these APMs, which are not
considered to be a substitute for or superior to IFRS measures, provide
stakeholders with additional helpful information on the performance of the
Company.
The APMs presented in this report are shown below:
NAV per share
NAV per share is calculated by dividing the Company's NAV by the total number
of outstanding shares at year end.
As at 31 December 2025
NAV as at 31 December 2025 404,821,351
Total number of outstanding shares as at 31 December 2025 395,803,422
NAV per share 102.28p
Ongoing charges
A measure expressed as a percentage of average net assets, of the regular,
recurring annual costs of running an investment company, calculated in
accordance with the AIC methodology.
As at 31 December 2025
Average undiluted NAV (in £'m) 408,857,229
Recurring costs in the year to date 6,124,741
Ongoing charges 1.50%
Premium / (discount) to NAV
The amount, expressed as a percentage, by which the share price is more than
the NAV per ordinary share.
As at 31 December 2025
NAV per ordinary share (pence per share) 102.28p
Ordinary share price (pence per share) 65.80
Premium / (discount) to NAV as at 31 December 2025 -35.67%
Total return
A measure of performance that includes both income and capital returns. This
takes into account capital gains and reinvestment of any dividends paid out by
the Company, with reinvestment on ex-dividend date.
As at 31 December 2025 NAV
Opening as at 1 January 2025 a 103.21
Closing as at 31 December 2025 b 102.28
Dividends paid during the period 5.80p
Dividend adjustment factor c 1.07
Adjusted closing d = b x c 109.11
Total return for the period (%) d / a - 1 5.72%
From IPO to 31 December 2025 NAV
Opening as at 2 February 2021 98.00p
Closing as at 31 December 2025 b 102.28p
Dividends paid to date since IPO 22.0p
Dividend adjustment factor c 1.26
Adjusted closing d = b x c 128.39
Total return since IPO (%) e = d/a - 1 31.01%
Number of years since IPO f 4.91
Total annualised NAV return since IPO (%) (1 + e)^(1/f)-1 5.65%
Dividend cover
The dividend cover ratio is calculated by using the Company's distributable
profits for the year, divided by the amount of dividends paid during the year
ending 31 December 2025.
Cash available for distribution £30,398,320
Asset level debt service cost £1,591,353
Fund expenses £6,826,456
Cash available for distribution £21,980,512
Dividends paid £22,956,599
Dividend cover 0.96
Total Leverage
Page
Debt (£'k) 30,813
Fund NAV (£'k) 94 404,822
Leverage 7.61%
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