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REG - VH Global Energy Inf - Interim report for the period ended 30 June 2025

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RNS Number : 8632Y  VH Global Energy Infrastructure PLC  11 September 2025

VH GLOBAL ENERGY INFRASTRUCTURE PLC

(the "Company")

 

Interim report and accounts for the period ended 30 June 2025

 

 

The Board of VH Global Energy Infrastructure plc (ticker: ENRG) is pleased
to report its interim results for the period ended 30 June 2025.

 

The Interim Report and Accounts for the period ended 30 June 2025 will be made
available on the Company's website at   
https://www.globalenergyinfrastructure.co.uk/
(https://www.globalenergyinfrastructure.co.uk/)

HIGHLIGHTS

 

Financial (as at 30 June 2025)

 

 Net Asset Value ("NAV")                Dividends per share paid in H1 2025

 £399.4m                                2.90p

31 Dec 24: £408.5m

                                        30 Jun 24: 2.84p

 NAV per share*                         Dividend yield, based on share

price on 30 June 2025*
 100.90p

                                      8.0%
 31 Dec 24: 103.21p

                                        31 Dec 24: 8.7%

 Total Leverage of ENRG as a % of NAV*  Dividend Coverage*

 7.0%                                   0.84x

 31 Dec 24: 6.6%                        31 Dec 24: 0.96x

 % of underlying revenues contracted
 and inflation-linked*

 >90%

31 Dec 24: >90%

 

Sustainability (for the six-month period ending 30 June 2025)

 

 Clean energy generated        Approximate equivalent UK homes

and injected into the grid
powered annually by clean energy

 461,302 MWh                   170,853

 30 June 2024: 512,233 MWh     30 June 2024: 189,000(***)

 Tonnes of carbon dioxide      Tonnes of Sulphur

equivalent avoided
Oxides displaced

 145,303                       12,686

 30 June 2024: 157,377(**)     30 June 2024: 10,862

 

(*)            Alternative performance measures are defined on page
55.

(**)           Recalculated 2024 half year figure using The
Partnership for Carbon Accounting Financials ("PCAF") guidelines and the
operating margin ("OM") emission factor for reporting the emissions avoided
from renewable power project portfolios. The methodology for these factors is
aligned with the International Finance Institution ("IFI")-harmonized GHG
accounting standards calculated by the IFI Technical Working Group on
Greenhouse Gas Accounting. Accordingly, the equivalency calculation for
households is also recalculated.

(***)          References for equivalency calculations: UK energy
use - www.ofgem.gov.uk; UK mileage - www.dft.gov.uk. Recalculated 2024 to
reflect latest government numbers for average household consumption.

 

PORTFOLIO AT A GLANCE

34 assets, 7 jurisdictions and 6 technologies across the globe

 

CHAIR'S STATEMENT

The Board has taken the proactive decision to implement an Asset Realisation
Strategy, which involves mandating Victory Hill to sell the Portfolio in a
timely manner with a view to maximising value. The Board believes the Proposed
Asset Realisation Strategy is in the best interests of shareholders as a
whole.

On behalf of the Board, I am pleased to present the Interim Report for VH
Global Energy Infrastructure plc (the "Company" or "ENRG") for the six months
to 30 June 2025.

The broader renewable energy investment trust sector has continued to navigate
a challenging market environment and an extended period of dislocation between
share prices and the underlying net asset values ("NAV"). Since the beginning
of 2025, the Board has engaged with shareholders on how best to address the
ongoing discount.

The Board announced on 23 May 2025 its intention to commence an asset
realisation strategy (the "Proposed Asset Realisation Strategy"), involving a
change in the mandate of the Company's current alternative investment fund
manager, Victory Hill Capital Partners LLP ("Victory Hill" or the "Investment
Manager"), to realise the portfolio of assets in a timely manner with a view
to maximising value for shareholders.

The Board and Victory Hill strongly believe in the quality of the Company's
assets. ENRG has delivered total NAV returns to shareholders since IPO from a
diversified portfolio of assets supporting the energy transition.
Nevertheless, in light of prevailing market conditions, the Board believes
that it would be in the best interests of shareholders to provide a clear and
orderly path to realisation of maximum portfolio value and return of capital.

The Board convened an Extraordinary General Meeting on 28 August 2025 at
which shareholders voted in favour of an Asset Realisation Strategy, over a
period of three years.

The Company began operating under the Proposed Asset Realisation Strategy on
28 August 2025.

Investment Activity and Portfolio Performance

Key construction milestones were successfully reached, with 5 new assets
reaching operational status in 2025 as of the date of this report. As at
30 June 2025, the portfolio was 84% operational.

•        In Brazil, three solar sites, totalling 13.25 MWdc, were
successfully energised.

•        The flexible power and carbon capture and reuse project in
the UK started generating baseload power and delivering food-grade CO(2).

•        An additional solar with BESS asset was energised in
Australia.

During the period under review, a €29.7m project finance loan was signed for
the European solar and wind programme, for the build out of 98.3 MW of solar
assets across two sites. The 20-year facility is structured with a
loan-to-value ratio of 50%.

The US terminal storage assets have outperformed expectations despite
uncertainties posed by US tariffs on fuel imports from Mexico. Furthermore,
the existing loan facilities to the assets were upsized in January 2025 from
US$16 million to US$30 million.

Please refer to the Investment Manager's Report for further details on the
investment activity and underlying performance.

Financial Performance

As at 30 June 2025, the Company's NAV per share was 100.90p, a decrease of
2.2% during the six-month period under review. The primary driver of the
decrease in NAV per share was unfavourable foreign exchange rate movements,
with GBP strengthening against USD and AUD.

In line with the dividend target for the year ending 31 December 2025 of
5.80p per share, the Company has paid a quarterly dividend of 1.45p per share
with respect to Q1 2025 as well as a dividend of the same amount per share
with respect to Q2 2025, giving a total of 2.90p per share for the period,
compared to 2.84p per share for the first half of 2024, an increase of 2.1%.

Following the announcement of the Proposed Asset Realisation Strategy, the
Board intends to continue paying a quarterly dividend to shareholders. As the
Proposed Asset Realisation Strategy progresses, the size of the quarterly
dividend will depend on the level of net income generated by the assets that
remain in the portfolio (noting that some assets are more cash generative than
others).

Details on the Company's overall financial and operational performance can be
found in the Investment Manager's Report.

Sustainability and ESG

During the period under review, ENRG's assets have generated a total of
461,302MWh of renewable energy, equivalent to over 170,853 average UK homes
powered annually. A total of 145,303 tonnes of carbon dioxide equivalent were
avoided in the first half of 2025, and 12,686 tonnes of sulfur were avoided in
the same period, attributable to the US terminal storage assets.

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.

Please refer to the Sustainability section on p. 22 for further details.

Corporate Governance

During the period under review, the Company appointed Mr Patrick Firth as an
independent non-executive director with effect from 20 February 2025. Mr
Firth has also been appointed to each of the Company's established committees
with effect from the same date. Ms Margaret Stephens did not stand for
re-election at the May 2025 Annual General Meeting ("AGM") due to personal
reasons and Mr Patrick Firth took over the position of chair of the Audit
Committee as of the date of the 2025 AGM.

All resolutions were passed at the AGM in May 2025.

Outlook

While ENRG's portfolio remains differentiated and strategically positioned -
with high-quality, diversified assets supporting the global energy transition
and delivering robust NAV total returns since IPO - the Board acknowledges the
ongoing frustration caused by the persistent discount to NAV. This disconnect
has been particularly pronounced against a backdrop of macroeconomic and
political uncertainty affecting sentiment across the listed infrastructure and
renewable energy sector as a whole.

In response, the Board has taken the proactive decision to implement an
orderly path to realisation of maximum portfolio value and return of capital.
The Board believes the Proposed Asset Realisation Strategy is in the best
interests of shareholders as a whole, and is committed to deliver the best
possible outcome by working closely with Victory Hill throughout the
realisation period.

The Investment Manager remains focused on enhancing the portfolio's value by
completing the construction of existing assets and continuing to create
additional value through active management of the operational assets. This
hands-on approach is critical to preserving and enhancing value during the
realisation process.

Finally, the Board and I would like to express our sincere gratitude to all
shareholders for their continued support and constructive engagement -
particularly over recent months, as the Company has undertaken a thorough
review of its options. This collaboration has been instrumental in shaping the
path forward, and we remain committed to a regular dialogue and transparent
communication as the realisation strategy progresses.

Bernard Bulkin, OBE

Chair

10 September 2025

INVESTMENT MANAGER'S REPORT

A major structural driver of this demand is the explosive growth in digital
infrastructure and artificial intelligence, both of which are highly
energy‑intensive. Data centres, cloud computing networks and AI
supercomputing hubs are placing unprecedented pressure on electricity grids
worldwide, accelerating the need for new, resilient and low‑carbon
generation capacity.

Victory Hill takes a holistic approach to addressing the energy transition,
across the energy value chain and across borders, and ENRG was designed to
meet the growing demands for power and midstream infrastructure brought about
by the global phenomena for more energy.

The Company's investments are thematically aimed at supporting the energy
transition as energy markets globally internalise this phenomenon, leading to
local market dislocations. ENRG's investment in the UK, for example, is geared
towards providing dependable and carbon free flexible and baseload power in a
system constrained by intermittent renewables. We expect greater demand from
AI driven data centres to create further market constraints and attractive
margin opportunities for our UK project to access.

Market backdrop & Outlook

The global energy landscape is undergoing a profound transformation, shaped by
rising demand, evolving policy frameworks, heightened energy security
concerns, and the accelerating urgency of the net-zero transition. According
to the International Energy Agency's (IEA) Energy Outlook 2025, the world's
appetite for energy-particularly electricity-continues to expand rapidly,
driven by population growth, economic development, and the electrification of
transport and industry. Achieving net zero emissions by mid-century will
require a step change in global capital deployment, with annual energy
investment rising from approximately US $2 trillion today to nearly US $5
trillion by 2030-equivalent to 4.5% of global GDP, up from 2.5% currently.

Clean energy alone must absorb over US$4.5 trillion of annual investment by
the early 2030s, more than double the US$1.8 trillion committed in 2023.
Within this, electricity systems-generation, networks, and flexibility
solutions-must grow from US $500 billion annually to around US $1.6 trillion
by 2030. Grid investment specifically needs to triple, from US $260 billion
per year today to over US $800 billion, alongside surging capital
requirements for end-use electrification technologies like batteries, EVs, and
heat pumps, which are expected to rise from US$77 billion to over
US$550 billion annually by 2030.

A major structural driver of this demand is the explosive growth in digital
infrastructure and AI, both of which are highly energy-intensive. Data
centres, cloud computing networks and AI supercomputing hubs are placing
unprecedented pressure on electricity grids worldwide, accelerating the need
for new, resilient and low-carbon generation capacity.

At the same time, energy security has emerged as a critical priority for
governments and markets throughout the world in 2025, with disruptions in
supply chains, grid fragility, and geopolitical trade tensions highlighting
vulnerabilities. The US, in particular, has intensified its focus on
strengthening strategic energy reserves and ensuring secure fuel and storage
capacity following supply bottlenecks and volatility in global energy flows.
However, while the US remains a key player, there is growing evidence that
Europe and China may increasingly displace the US as the leading drivers of
the global energy transition.

Europe continues to lead with ambitious decarbonisation targets, stricter
emissions frameworks, and large-scale investments in renewable energy,
hydrogen, and grid modernisation.

China, meanwhile, has accelerated its energy transition through unparalleled
deployment of solar, wind and battery manufacturing capacity-cementing its
position as the dominant force in renewable technology supply chains. In
contrast, recent US tariff policies on renewable components risk slowing
domestic deployment, even as they inadvertently drive lower renewable
technology costs outside the US by redirecting global supply.

These dynamics create both challenges and opportunities for global investors.
The Heathrow power substation fire earlier this year and the widespread
blackouts in Spain and Portugal in 2025 underscore the fragility of legacy
power systems and the urgent requirement for enhanced grid resilience, storage
solutions, and distributed renewable generation. Meanwhile, Europe's and
China's leadership in scaling renewables will likely accelerate technology
cost reductions and open broader opportunities in emerging markets.

The Company's global programmes were designed and are actively positioned to
address these evolving drivers. The Company's US terminal storage assets
enhance regional energy security by providing critical fuel storage capacity,
mitigating supply chain risks, and supporting the resilience of essential
infrastructure during periods of heightened demand or disruption.
Simultaneously, the fund's European and Brazilian renewable investments align
with regions that are accelerating the transition faster than the US,
benefitting from stronger policy support and rapidly growing markets.

Investment updates

UK FLEXIBLE POWER WITH CCR ASSET

This programme consists of a flexible power generation asset that provides a
compelling solution to enable further clean energy penetration in the United
Kingdom. It does so by providing a source of dependable flexible energy, which
enables the grid to respond to intermittency issues caused by wind and solar
power generation. The project has a 15-year power offtake and gas supply
agreement with a major European utility, Axpo, as well as a 15-year offtake
agreement for food-grade CO(2) with Buse, a specialist industrial gases group.
Additional sources of revenues for the asset include grid ancillary services
i.e. balancing mechanism, and capacity market payments. There is also
optionality for the asset to provide private wire power to local businesses.

Update:

•        Following the commissioning of the power units in 2024, the
plant completed the initial commissioning of the CO(2) purification and
liquefaction processes during the period under review, which resulted in the
first batch of commercial purified food grade CO(2) being delivered to Buse in
May 2025. The offtake was sold under a 15-year contract with Buse and proved
the commerciality of the asset.

•        The plant has reached full operational status post-period,
enabling it to deliver baseload power under the PPA, and purified CO(2) under
its supply contract with Buse.

•        The 2024 market overall featured approximately 36
power-sector M&A transactions in Q3 totalling around US $1.6 billion,
with gas-fired plants comprising a small share. At 10MW, ENRG's investment is
a standalone, smaller-scale asset, but one we believe would be an attractive
first operating asset to seed a larger platform in the UK.

BRAZILIAN SOLAR PV ASSETS

The programme is building a portfolio of distributed generation plants across
Brazil, comprising 16 assets, of which 13 are operational. All assets have
useful lives of 25 years and are fully contracted with a combination of
investment-grade offtakers or a consortium of offtakers.

Update:

•        Two solar sites, totalling 7.0 MWdc, were successfully
energized in January 2025. A third site, with a capacity of 6.25 MWdc, has
been energised post-period.

•        Implementation of the construction for the final three sites
of the programme is still under review.

•        All fully operational assets are performing in line with P50
and the three most recently energised assets are currently in the ramp-up
phase. Overall, the portfolio has performed broadly in line with expectations.

•        The M&A market for distributed generation in Brazil
remains active with the largest players seeking to consolidate a fragmented
market.

BRAZILIAN HYDRO FACILITY

The 198MW run-of-river hydropower plant was acquired in 2022 from EDP Group.
The facility is located in the state of Espírito Santo, has been operational
since 1974 and went through a major repowering in 2011. The plant ownership
was awarded under a concession framework with three years remaining from
previous cycle and renewal planned for another 20 years thereafter. This
facility benefits from a portfolio of long-term inflation linked PPAs with
creditworthy counterparts in the regulated utilities market. It also has the
potential to commercialise power with large energy consumers in the
self-consumption segment of the energy market.

Update:

•        As of June 2025, the plant achieved, for the first time in
its 51-year history, a whole year with no unplanned interruptions. This
unprecedented achievement demonstrates the quality of the operations team that
has been assembled to run the plant.

•        As noted in the section below, both generation and EBITDA
for the period were lower compared to H1 2024, primarily driven by
seasonalisation strategy curve and lower hydro resource availability. However,
compared to budget, the plant has been outperforming during the period under
review.

•        We have seen recently several notable transactions announced
in the Brazilian hydroelectric sector, including the acquisition by Engie
Brasil Energia of two assets from EDP, and Energo-Pro's acquisition of the
Baixo Iguacu hydro plant from Copel.

US TERMINAL STORAGE ASSETS

In 2021, the Company acquired two operating liquid storage terminals located
in the Port of Brownsville, Texas, with the objective to displace
highly-pollutive fuel sources produced in Mexico. Since acquisition, the
capacity of the terminals has been expanded from 525,000 barrels to 895,000
barrels. The sites have a useful life of at least 30 years, and the operating
partner is Motus Energy LLC, which combines the team that built and operated
the assets from the previous owner.

Update:

•        The first half of the year saw strong volumes passing
through the Terminals. This has been driven by greater northbound flows of
high sulfur fuels from Mexico undertaken by PEMEX's trading arm PMI.

•        A new counterparty recently took over an existing lease
agreement from a previous tenant, which affected total volumes in the period.

•        Midstream assets continue to be highly attractive for
institutional investors with many infrastructure funds actively participating
in the M&A market. Energy companies are also actively pursuing strategic
midstream acquisitions that can facilitate their trading activities. Even with
the value creation initiatives implemented to date, around one third of the
property footprint of the assets has not yet been developed and Victory Hill
intends to work on drawing out the inherent value of this optionality ahead of
a sales process.

AUSTRALIAN SOLAR PV WITH BATTERY STORAGE ASSETS

This programme is building a portfolio of decentralised hybrid distributed
solar and battery assets, providing additional renewable energy and energy
storage capacity, both critically needed by the energy system in Australia.
ENRG has two operating assets in South Australia and Queensland totalling
17MWDC, with a 2-hour BESS on one of the assets to enhance its commercial
potential. The Company also owns three operational hybrid sites in New South
Wales ("NSW"), each with 4.95MW of solar capacity and a 2-hour BESS. In
addition, it has two further hybrid assets in NSW -one recently energised and
another currently under construction, as described below.

Update:

•        Post-period, an additional solar and energy storage hybrid
system was successfully energised in NSW, on time and on budget. The asset
comprises a solar PV site with DC-coupled 2-hour 4.95MW BESS. The asset is
currently operating and generating power into the grid in accordance with a
ramp up procedure set by the network operator.

•        The seventh asset in the programme is still expected to be
energised in Q3 2025, and upon completion, the total capacity of the
Australian programme will be 37MW/60MWh, across seven assets in NSW,
Queensland and South Australia.

•        Overall programme performance during the period was below
expectations, primarily due to seasonal factors. In Q1 2025, market prices
remained flat, reflecting lower electricity demand during the warmer months.
Q2 2025 saw periods of heightened volatility - driven by increased demand in
the morning and evening peak shoulders due to colder weather - and much of
this was successfully captured by the hybrid assets, although the gains
achieved in the second quarter did not fully offset the lows experienced in
the first quarter.

•        Australia is an attractive market for infrastructure and PE
capital inflows focussed on the energy transition. Recently, M&A activity
has focussed on PE-backed energy plays targeting commercial & industrial
opportunities and long-term PPAs. Victory Hill believes some investors are
seeking access to differentiated returns driven by hybridised merchant
operating assets, and as such this platform may be attractive to anchor a
larger Australian energy transition platform.

IBERIAN AND SWEDISH SOLAR AND ONSHORE WIND PORTFOLIO

In 2024, ENRG acquired the rights to a portfolio of operating, ready-to-build,
and in-construction renewable energy projects, marking its entry into the
European market. The investment is anchored on the belief that these countries
face significant challenges in the next decade as firm capacity of power
supply is withdrawn from the market (decommissioning of nuclear generation in
2035 for Spain e.g.) to be replaced by intermittent renewables. This shift,
combined with increasing power demand from digital infrastructure, is expected
to lead to supply tightness and price volatility.

Update:

•        Both the 10.3MW Spanish solar PV asset and 9.8MW of capacity
at the Portuguese solar PV asset are expected to reach operational status by
the end of 2025.

•        In June 2025, a €29.7 million project finance was secured
for the construction of the two ready-to-build solar PV sites in Spain
totalling 98.3MW. The financing was structured with approximately 50% leverage
over a 20-year period against fully merchant revenue sources, demonstrating
the strength of bank appetite for well-structured merchant power projects in
Spain.

•        The programme remains in its construction phase, with c.6.%
of the 158MW portfolio currently operational. Within the operational assets,
the 3.7MW solar plant in Spain delivered strong performance, with captured
average prices c.30% above budget in H1. However, this was more than offset by
the larger 6MW onshore wind project in Sweden, which registered negative
EBITDA due to maintenance downtime and low market power prices in the SE2
Swedish market.

•        We have seen several transactions highlighting ongoing
consolidation of large-scale assets, strategic capital rotations, and
increased interest from global renewable investors in Spain's solar market.

•        Victory Hill is focused on delivering an operational
portfolio of 158MW during 2026, before marketing it, in order to maximise
shareholder value.

Portfolio Operational & Financial Performance

                                           Output
 Programme                                 H1 2025    H1 2024    Change
 US terminal storage assets (bbls)         6,179,951  6,435,497  -4.0%
 Australian solar PV with BESS (MWh)       26,443     22,671     16.6%
 Brazilian solar PV (MWh)                  20,546     18,658     10.1%
 Brazilian hydro facility (MWh)            406,383    471,395    -13.8%
 Iberian and Swedish solar and wind (MWh)  4,535      n/a        n/a
                                           Net Revenue
 Programme                                 H1 2025    H1 2024    Change
 US terminal storage assets (USD)          13.3m      12.2m      9.1%
 Australian solar PV with BESS (AUD)       4.2m       3.3m       26.5%
 Brazilian solar PV (BRL)                  12.6m      10.7m      17.5%
 Brazilian hydro facility (BRL)            79.2m      88.5m      -10.5%
 Iberian and Swedish solar and wind (EUR)  0.2m       n/a        n/a
                                           EBITDA
 Programme                                 H1 2025    H1 2024    Change
 US terminal storage assets (USD)          7.9m       6.9m       15.2%
 Australian solar PV with BESS (AUD)       3.1m       2.5m       20.1%
 Brazilian solar PV (BRL)                  7.3m       6.2m       17.0%
 Brazilian hydro facility (BRL)            47.8m      64.1m      -25.4%
 Iberian and Swedish solar and wind (EUR)  -26.6k     n/a        n/a

 

Note: The output, net revenue, and EBITDA figures reflect actual data for
assets under operation for at least six months as of 30 June 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.

 

 

The NAV of the Company decreased from £408.5m as at 31 December 2024 to
£399.4m as at 30 June 2025. The key drivers for the NAV decrease were:

•        Dividend paid in the period: £11.5m.

•        Fair value movement: £6.5m decrease mainly due to a 4 bps
increase in the weighted average discount rate applied to operational assets.

•        FX impact: £9.5m reduction, primarily from a 9.4% GBP
appreciation against USD and a 3.4% appreciation against AUD.

•        The decrease in NAV was partially offset by the £17.2m
received in distributions from the underlying investments, as well as working
capital movements (£4.2m).

•        Total fund expenses for the period were £3m, equivalent to
1.5% ongoing charges ratio.

DISCOUNT RATE

A range of inputs are applied in calculating the discount rates applied to the
cash flows of investments, including risk free rate, country-specific and
asset-specific risk premia and betas. Discount rates for operational assets as
at 30 June 2025 are 7.1% in the US (30 June 2024: 7.1%), 7.5% in Australia
(30 June 2024: 7.7%), 9.9% (30 June 2024: 9.4%) for the Brazilian hydro
facility, 10.0% for the Brazilian solar PV assets (30 June 2024: 9.5%), 9.1%
for the Iberian and Swedish solar and wind programme, and 6.4% for the UK
asset. A 1.5% increase (decrease) in discount rates across the portfolio
decreases (increases) NAV by 9.6p (11.8p).

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, 3.0% for the Brazilian assets, 2% for the UK asset and 2% for the
Iberian and Swedish assets, for each year of asset life. A 1.0% increase
(decrease) in inflation rates across the portfolio increases (decreases) NAV
by 8.1p (7.3p).

OPERATING EXPENSES

The sensitivity assumes a 5% increase or decrease in operating expenses
relative to respective contracts and budgets for each asset. A 5% increase
(decrease) in operating expenses across the portfolio decreases (increases)
NAV by 2.6p (2.5p).

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 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 8.0p (9.8p).

ASSET LIFE

The sensitivity assumes a 1-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, UK asset and Iberian and Swedish assets. A
1-year increase (decrease) in asset lives across the portfolio increases
(decreases) NAV by 1.5p (1.6p).

 

SUSTAINABILITY

The Company recognises that a successful energy transition must be grounded in
real-world impact through reducing emissions, strengthening energy access, and
supporting long-term economic resilience. In this period of global
geopolitical uncertainty and climate disruption, the need for a just, secure,
and sustainable energy transition remains as urgent as ever. The Company
continues to steward energy transition infrastructure that addresses this
need, delivering cleaner energy while enhancing resilience, meeting its
sustainable investment objective.

In August 2025, the Company updated its investment objective, however, its
sustainability objective remains unchanged. The Company's investments in
sustainable energy infrastructure will continue to seek to make an impact by
supporting the attainment and pursuit of key UN SDGs where energy and energy
infrastructure investments are a direct contributor to the acceleration of the
energy transition. In the first half of 2025, this commitment was reflected in
active asset management and engagement with operating partners, and working to
strengthen alignment with evolving investor expectations, including the UK
Sustainability Disclosure Requirements (SDR). During the first half of the
year, the Company continued to embed sustainability across operational
practices, ensuring it remains a responsible owner in a rapidly changing
world.

ESG Regulation & Framework Alignment

The Company's approach to investment stewardship integrates alignment with the
UN SDGs and the principles of the UN Global Compact.

A risk-based ESG approach is applied across the investment lifecycle,
incorporating due diligence, materiality assessment, and Sustainability Action
Plans (SAPs) developed and reviewed in collaboration with operating partners.
These plans guide continuous improvements, and performance is assessed in
annual operator reviews.

Following the adoption of the FCA Sustainability Impact label in December
2024, the Company is focused on ensuring alignment with the label's
expectations. The Company also continues to disclose under the EU SFDR. Over
the past six months, the Company has also deepened its focus on nature and
community impact through asset level engagement. This includes applying the
Hydropower Sustainability Standard, implementing reforestation plans at
new-build solar sites in Brazil, and expanding community engagement
initiatives such as through BizGive in the UK.

Mid-year progress on SDR Sustainability Impact label

100% of invested assets remain aligned with the Fund's sustainability
objective, focused on accelerating the energy transition and supporting the
SDGs positively impacting climate change and air pollution. Cash holdings
remained below the threshold.

Monthly KPI data collection continued across all operational assets, covering:

•        Renewable and low-carbon energy generation (MWh)

•        Avoided emissions (tCO(2)e)

•        Avoided air pollutants (PM, SOx) where relevant

Life Cycle Assessments (LCAs) were updated for operating assets to assess
embodied emissions and long-term carbon impact.

Sustainability Action Plans (SAPs) were refreshed for the year in
collaboration with operators across the portfolio. ESG and performance
monitoring meetings are held monthly, with no escalation requirements
triggered in H1.

H1-25 operational performance

ENERGY AND CARBON

 Scope            Energy use (MWH)  Energy use   GHG emission   GHG emission

2025
(MWH) 2024
(tCO2e) 2025
(tCO2e) 2024
 Scope 1

                  9,380             8,831        1,701          1,597
 Scope 2          1,750             1,345        426            366
 Scope 1&2        11,130            10,176       2,127          1,963
 Scope 3          -                 -            25,431         23,278
 Total emissions  -                 -            27,558         25,241

ENVIRONMENTAL DATA

 Metric                       Units         2025 H1  2024 H1
 Water Use                    Cubic meters  11,460   14,706
 Water quality index (hydro)  WQI           Good     Good
 Waste                        Tonnes        8        7
 SOx avoided                  Tonnes        12,686   10,862
 NOx avoided                  Tonnes        1,261    1,078
 PM avoided                   Tonnes        1,120    960

CLIMATE AND NATURE

The Company continues to manage assets that provide clean low carbon energy to
communities globally supporting the decarbonisation of local grids. The
Company recognises the important interplay between climate and nature, and
that efforts to reduce emissions should align with the protection of
ecosystems. The Company is working on an integrated approach that reflects a
commitment to sustainability beyond carbon, recognising that nature
degradation can exacerbate climate risks and vice versa.

In line with the Do No Significant Harm (DNSH) criteria under the EU Taxonomy,
the Company assesses investment impact on other environmental objectives, such
as biodiversity, water resources, or pollution prevention, aiming that
investments support the energy transition while safeguarding nature.

During the reporting period, operating partners advanced sustainability action
plans in Brazil across both the hydro and solar PV assets:

•        Hydro Facility: Work has begun on implementing the
Hydropower Sustainability Standard, with a focus on enhancing the health of
the local river ecosystem. This includes the identification of priority
actions to protect local biodiversity and improve water quality.

•        Solar PV assets: Under permit conditions, reforestation and
vegetation restoration activities are being implemented to improve indigenous
plant cover and support local biodiversity. The forest replenishment strategy
is based on the use of native species adapted to site conditions. This aims to
improve survival rates and long-term ecosystem function.

SOCIAL DATA

 Metric                                Unit               2025 H1  2024 H1
 Gender diversity
 Male                                  % average          96%      98%
 Female                                % average          4%       2%
 Other                                 % average          0%       0%
 Staff turnover                        % average          18%      21%
 Total number of employees (asset)     Average headcount  69       67.5
 Total number of employees (operator)  Average headcount  191      57
 Health and safety
 Total incident number                 Number             0        3
 Total number recordable injuries      Number             0        2

 

There were no health and safety incidents during the first half of the year in
the portfolio. There was improved retention in H1 with staff turnover lower
than in H1 2024. Gender diversity improved slightly; this remains a challenge
for the sector.

In 2025, the Company and its operating partners continued to prioritise
meaningful community engagement, with a focus on education, environmental
awareness, and social inclusion.

•        Brazil: under the hydro licence permit requirements several
school outreach events were delivered in the remote, and underserved areas
near the hydro facility. These initiatives focused on building local skills
and promoting environmental education.

•        United Kingdom: ENRG launched a new Community

Engagement Grant to support initiatives in communities near to the UK Flexible
Power and Carbon Capture and Reuse plant. The programme is designed to address
environmental education and the alleviation of energy poverty. The first round
of grants will be awarded in the second half of 2025, following an open
application and review process.

These initiatives align with the operator's SAPs to address operational risks,
opportunities and impacts and broader Company sustainability objectives.

 

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors acknowledge responsibility for the Interim Report and confirm
that, to the best of their knowledge, these condensed financial statements
have been prepared in accordance with IAS 34 "Interim Financial Reporting"
and give a true and fair view of the assets, liabilities, financial position
and profit of the Company, as required by DTR 4.2.4R. The Directors confirm
that the Interim Report (including the Chair's Statement and the Investment
Manager's Report) includes a fair review of the information required by DTR
4.2.7R and DTR 4.2.8R, namely:

•        An indication of important events that have occurred during
the first six months of the financial year, and their impact on the condensed
financial statements, and a description of the principal risks and
uncertainties for the remaining six months of the financial period; and

•        Material related party transactions that have taken place in
the first six months and any material changes in the related party
transactions described in the last Annual Report.

The Directors of the Company are noted on page 59.

Post approval of the Asset Realisation Strategy on 28 August 2025, the
Company has carried out a rigorous assessment of its principal and emerging
risks, and the procedures in place to identify any emerging risks are
described below.

The Board, through delegation to the Audit Committee, regularly reviews the
Company's risk matrix, with a focus on ensuring that the appropriate controls
are in place to mitigate each risk.

The experience and knowledge of the Board is important, as is advice received
from the Board's service providers, specifically the Investment Manager, who
is responsible for the risk and portfolio management services.

1.       The Investment Manager: maintains a register of identified
risks including emerging risks likely to affect the Company.

2.       The Broker: provides advice periodically, specific to the
Company, on the Company's sector, competitors and the investment company
market, while working with the Board and Investment Manager to communicate
with shareholders; and

3.       Company Secretary: briefs the Board on forthcoming governance
changes that might affect the Company.

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                             The Company holds a balanced mix of

investments may be affected by future changes
investments that benefit from (i) hedging

in the market price of electricity.
arrangements, (ii) short, medium and long term

contracts; and (iii) fixed price or availability-based
                                                       While some of the revenues of the Company's
commercial contracts; therefore protecting the

investments benefit from fixed prices, they are
Company's revenue from volatile electricity and

also partly dependent on the wholesale market
commodity prices.

price of electricity, which is volatile and is

affected by a variety of factors, including:                     The Investment Manager retains the services

of market leading energy consultants to assist
                                                       •           market demand;
with determining future power pricing for the

respective regions. The Investment Manager
                                                       •           generation mix of power plants;
models and monitors power price curves on an

ongoing basis and takes appropriate action. The
                                                       •           government support for various forms of
Investment Manager reviews the hedging strategy

power generation;
on an ongoing basis

                                                       •           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                 The shareholders of ENRG voted in favour of an

to be built and the risk that a single shareholder
Asset Realisation Strategy on 28 August 2025 to

increases its ownership to such an extent that
be executed by the Investment Manager.

they are able to exert significant influence over

the Company and decisions made by the Board.                     Shareholder analysis is obtained regularly

enabling monitoring of the Company's largest

shareholders. The views of the larger shareholders

can be monitored by the Company and any

concerns managed appropriately.
 3. Policy and regulation                              Adverse policy framework changes, both globally                   The investments of the Company are diverse from

and in the jurisdictions where the Company
a geographical and technological perspective.

invests, including climate-related market shifts
Therefore, the portfolio has a low correlation

could have a significant impact on the value of
to policy and legislative framework changes.

the Company's investment portfolio.
Strong public demand for energy transition and

low carbon technology supports current market
                                                       The Company is exposed to the risk that the
trends.

competent authorities may pass legislation

that might hinder or invalidate rights under                     Furthermore, the Company invests in projects

existing contracts as well as hinder or impair the
that are in a post-subsidy environment and as such, have reduced exposure to

obtaining of the necessary permits, licences or                  changes in policy

concessions necessary for Sustainable Energy
frameworks.

Infrastructure Investments.

                                                                 The Board and the Investment Manager monitor
                                                       The actual return to shareholders may be lower
the investments and policy framework conditions

than the target total return.
on a regular basis.

 

Operational

 Risk                               Description of Risk /Potential Impact                Mitigation
 4. Counterparty risk               Counterparties defaulting on their contractual       The Investment Manager performs due diligence

obligations or suffering an insolvency event and
on counterparty risk before entering projects.

asset realization strategy.
Counterparty risk is monitored by the Investment

Manager on a regular basis.
                                    The failure by a counterparty to make contractual

payments or perform other 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         The Investment Manager consists of five

for the achievement of its investment objective.
managing partners supported by seven

employees, including the Investment, Finance,
                                    The departure of some or all of Victory Hill's
Sustainability, Compliance, Data Analytics and

investment professionals could prevent the
Investor Relations teams. A collegiate approach is

Company from achieving its investment
taken to investment management activities with

objective.
the team having a broad range of skills to support

the pursuance of the Company's investment
                                    There can be no assurance that the Directors will
objective.

be able to find a replacement manager if Victory

Hill resigns.                                       The Investment Manager has deep knowledge of

the assets, programmes and markets in which the
                                    If a successor cannot be found, the Company
asset programmes are situated, and is aligned

may not have the resources it considers
with shareholders through the incentive fee

necessary to manage the Portfolio or to make or
structure in the AIFM agreement.

realise investments appropriately and, as a result

there may be a material adverse effect on the       The performance of the Company's Investment

performance of the Company's NAV, revenues
Manager is closely monitored by the Board.

and returns to shareholders.

                                                                                         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 Investment Manager undertakes extensive

the risk of inaccurate assessment of a
due diligence on construction opportunities and

construction opportunity, delays or disruptions
seeks to have appropriate insurance in place to

which are outside the Company's control,
mitigate any costs relating to delays. In addition,

changes in market conditions, and the inability
the Investment Manager seeks to utilise EPC

of contractors to perform their contractual
contractors that can provide single point, lump

commitments.
sum turnkey arrangements wherever possible.

                                    Failure to complete projects in accordance           The Investment Manager monitors construction

with expectations could adversely impact
carefully and reports frequently to the Board where

the Company's performance and shareholder
issues with contractors arise, the Investment

returns.
Manager has the experience and expertise to

identify and contract with alternative contractors.

                                                                                         The fund is fully invested. 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   The Company has adopted a valuation policy

financial projections and estimations of future
which was disclosed in the Company's

results.
prospectus.

                                                          Actual results may vary significantly from the     Fair value for each investment is calculated by the

projections, meaning the investment portfolio
Investment Manager. The Investment Manager

could be over or under-valued which could
has significant experience in the valuation of

impact the Asset realisation strategy and the
energy assets.

objective to achieve the best price 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 with the asset realisation strategy  There are several risks associated with the        The Board has engaged the Investment Manager

Company's asset realisation strategy as follows:
to execute the Asset Realisation Strategy. The

Investment Manager has deep knowledge of the
                                                          1. The best price for the Company's assets
assets, programmes and markets in which the

may not be achieved;
asset programmes are situated. The Investment

Manager has extensive credentials transacting in
                                                          2. The asset realisation strategy may take
sustainable energy assets.

longer than expected which could prove

detrimental to the sales price achievable if      Asset disposals are approved by the investment

the market were to take a downturn.
committee of the Investment Manager. The

approval is presented to the Board for comments
                                                          3. The Company's investments in Sustainable
before execution is finalised.

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. Liquidity risks                                       Risk that sufficient cash funds are not in place   The Fund is invested in a mixture of operating and

in order to meet investment commitments and
construction assets. Operating assets have the

ongoing fund costs.
benefit of providing cash flows.

                                                          Risk that unexpected calls are made on             The Investment Manager provides an annual

investments.
budget to the Board for approval. Performance vs

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.

 

 

 Risk          Description of Risk /Potential Impact               Mitigation
 10. Currency  The Company makes investments which are             Currency risk is taken into consideration at time of

based in countries whose local currency may not
investment.

be Sterling and the Company may make and/

or receive payments that are denominated in        The movement in NAV attributable to currency

currencies other than Sterling.
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  The Board, on the advice of the Investment

on the Company's profitability, the NAV and
Manager, will consider hedging the proceeds of

proceeds from the realisation of investments.
asset realisations.

Climate-related risks

 Risk                       Description of Risk /Potential Impact                  Mitigation
 11. Climate related risks  Climate-related risks can be categorised as            The Company is invested in a diversified portfolio

physical or transitional risks.
of energy transition infrastructure by geography,

technology and capability. These investments
                            Physical risks are those associated with the
are targeted at the energy transition to net zero.

physical effects of climate change. They can
This will provide a buffer against variable weather

be event-based (acute), such as cyclones,
patterns across the portfolio.

hurricanes, wildfires, heatwaves, pandemics,

droughts and floods; or longer-term (chronic)         The Company also mitigates risk through project

shifts in climate patterns, such as sustained
revenues being contracted for the medium and

higher temperatures with melting of glaciers and
long term. Insurance is usually in place in the

ice sheets causing sea-level rise, permafrost
event of actuate climate risks such as physical

melting, chronic heatwaves and desertification,
damage due to the floods, or wildfires resulting in

extreme variability in precipitation, land
productive losses.

degradation and changes in air quality.

                                                      At the asset level, weather conditions are
                            Transitional risks are those that arise as
monitored and many of the renewable projects

economies move towards less-polluting, greener
have battery storage capabilities to optimise

solutions. These include externally imposed
energy input to the grid. Meteorology and

risks such as the effect of legal and regulatory
feedback due diligence is undertaken before

requirements or policy changes, changes in
investment and reviewed regularly.

societal demands, advances in technologies,

market changes and the consequent business            All assets have crisis management and business

decisions taken to respond to such changes.
continuity plans to respond to disruptions. The

Transitional risks have the potential to crystallise
assets are also required to have continuous

suddenly, for example as a result of policy
improvement management systems to build

changes. Physical or transitional climate-related
capability and capacity in the local teams and

risks could affect the operation of the Company's
operations.

assets and hence the production or revenue

generated by the portfolio assets.

 

Regulatory and Compliance, Tax and Legal

 Risk                                          Description of Risk /Potential Impact               Mitigation
 12. Regulatory and compliance changes         The Company fails to comply with section            The Board has sought guidance from its advisors

1158 of the Corporation Tax Act to ensure
on the Board's obligation to ensure the Company

maintenance of investment trust status, UK
complies with Section 1158 of the Corporate Tax

Listing Authority regulations including Listing
Act,

Rules, Foreign Account Tax Compliance Act and

Alternative Investment Fund Managers Directive     All service providers, including the broker,

("AIFMD").
Company Secretary, Administrator and Investment

Manager, are experienced in these areas and
                                               The Company fails to comply with relevant
provide comprehensive reporting to the Board and

ESG rules and regulations and fails to monitor
on compliance with these regulations.

those such as the SFDR, changing disclosure

requirements and greenwashing risks.               The Investment Manager is experienced in

compliance with the AIFMD reporting obligations
                                               Failure to comply with the relevant rules and
and reports at least quarterly to the Board.

obligations may result in reputational damage to

the Company or have a negative financial impact.   The Investment Manager monitors changes in

Possible uncertainty remains with post-Brexit
regulation across the markets the Company

negotiations and eventual trade deals agreed.
operates.

                                                                                                   The Company complies with article 8 of the SFDR

and, as noted under "ESG", looks to comply with

local requirements, to mitigate potential risks.
 13. Changes in taxation legislation or rates  Changes in tax legislation, base erosion and        The Investment Manager works closely with

profit shifting rules, substance, withholding tax
specialist tax advisors and industry experts before

rules and rates, could result in tax increases,
prior to investment and on an ongoing basis.

resulting in a decrease in income received from

the Company's investments                          The Investment Manager will monitor the position

and provide regular updates to the Board.

Emerging Risks

 Risk            Description of Risk /Potential Impact               Mitigation
 14. US tariffs  The recent introduction of tariffs from the US on   The product coming out of Mexico through the

various countries is likely to impact the flow of
Fund's US terminals is low value product to any

products, wider supply chain and FX markets.
tariff increases would not materially affect the end

customer economics. Furthermore, the terminals
                 The flow of products/production is limited to
are located in a free trade zone and therefore

the cross-boarder flow of fossil fuel products
the product flowing through the terminals can be

between Mexico and the US related to the US
redirected to international markets.

terminal storage assets.

                                                   The portfolio capex is largely incurred and
                 The tariffs are likely to decrease capex on some
therefore no major shocks are expected to capex

items located outside the US due to excess
spend.

supply, if exports to the US decrease due to high

tariffs.                                           Exchange rates and spares procurement are

closely monitored.
                 This may be offset by volatility in FX markets,

however this impact is difficult to predict. Main  80% of the revenue streams of the projects are

impact will be on new developments and spares
contracted and are inflation linked. Therefore, any

procurement.
second order inflationary effects related to tariffs

and exchange rates are mitigated through increased returns.

 

This Interim Report was approved by the Board of Directors and the above
Responsibility Statement was signed on its behalf by:

Bernard Bulkin Chair

10 September 2025

INDEPENDENT REVIEW REPORT TO VH GLOBAL ENERGY INFRASTRUCTURE PLC

Conclusion

Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 30 June 2025 is not prepared, in all
material respects, in accordance with UK adopted International Accounting
Standard 34 and the Disclosure Guidance and Transparency Rules of the United
Kingdom's Financial Conduct Authority.

We have been engaged by the company to review the condensed set of financial
statements in the half-yearly financial report for the six months ended 30
June 2025 which comprises the Condensed Statement of Comprehensive Income,
Condensed Statement of Financial Position, Condensed Statement of Changes in
Shareholders' Equity, Condensed Statement of Cash Flow and the Notes to the
Financial Statements.

Basis for conclusion

We conducted our review in accordance with the International Standard on
Review Engagements (UK) 2410, "Review of Interim Financial Information
Performed by the Independent Auditor of the Entity" ("ISRE (UK) 2410"). A
review of interim financial information consists of making enquiries,
primarily of persons responsible for financial and accounting matters, and
applying analytical and other review procedures. A review is substantially
less in scope than an audit conducted in accordance with International
Standards on Auditing (UK) and consequently does not enable us to obtain
assurance that we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit opinion.

As disclosed in note 1, the annual financial statements of the company are
prepared in accordance with UK adopted international accounting standards. The
condensed set of financial statements included in this half-yearly financial
report has been prepared in accordance with UK adopted International
Accounting Standard 34, "Interim Financial Reporting".

Conclusions relating to going concern

Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed.

This conclusion is based on the review procedures performed in accordance with
ISRE (UK) 2410, however future events or conditions may cause the company to
cease to continue as a going concern.

Responsibilities of directors

The directors are responsible for preparing the half-yearly financial report
in accordance with the Disclosure Guidance and Transparency Rules of the
United Kingdom's Financial Conduct Authority.

In preparing the half-yearly financial report, the directors are responsible
for assessing the company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to
liquidate the company or to cease operations, or have no realistic alternative
but to do so.

Auditor's responsibilities for the review of the financial information

In reviewing the half-yearly report, we are responsible for expressing to the
Company a conclusion on the condensed set of financial statement in the
half-yearly financial report. Our conclusion, including our Conclusions
Relating to Going Concern, are based on procedures that are less extensive
than audit procedures, as described in the Basis for Conclusion paragraph of
this report.

Use of our report

Our report has been prepared in accordance with the terms of our engagement to
assist the Company in meeting the requirements of the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct Authority and for
no other purpose.  No person is entitled to rely on this report unless such a
person is a person entitled to rely upon this report by virtue of and for the
purpose of our terms of engagement or has been expressly authorised to do so
by our prior written consent.  Save as above, we do not accept responsibility
for this report to any other person or for any other purpose and we hereby
expressly disclaim any and all such liability.

BDO LLP

Chartered Accountants

London, UK

10 September 2024

BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).

 

CONDENSED STATEMENT OF COMPREHENSIVE INCOME

For the period 1 January 2025 to 30 June 2025

                                                                        For the six-month period ended         For the six-month period ended

30 June 2025 (unaudited)
30 June 2024 (unaudited)
                                                                  Note  Revenue      Capital      Total        Revenue      Capital      Total

£'000
£'000
£'000
£'000
£'000
£'000
 Income
 Loss on investments                                              6     -            (10,030)     (10,030)     -            (23,229)     (23,229)
 Investment income                                                3     15,428       -            15,428       10,514       -            10,514
 Total income and gains / (losses)                                      15,428       (10,030)     5,398        10,514       (23,229)     (12,715)
 Investment management fees                                       13    (1,978)      -            (1,978)      (2,218)      -            (2,218)
 Other expenses                                                   4     (1,068)      -            (1,068)      (1,156)      -            (1,156)
 Profit / (loss) for the period
 before taxation                                                        12,382       (10,030)     2,352        7,140        (23,229)     (16,089)
 Taxation                                                         5     -            -            -            -            -            -
 Profit / (loss) for the period after taxation                          12,382       (10,030)     2,352        7,140        (23,229)     (16,089)
 Profit / (loss) and total comprehensive income attributable to:
 Equity holders of the Company                                          12,382       (10,030)     2,352        7,140        (23,229)     (16,089)
 Gain/(loss) per share - basic and diluted (p)                    15    3.08         (2.49)       0.59         1.75         (5.68)       (3.93)

 

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, no items are determined to be unusual by their nature, size
or incidence.

The above Statement of Comprehensive Income includes all recognised gains and
losses.

The notes on pages 39 to 54 form part of these financial statements.

CONDENSED STATEMENT OF FINANCIAlL POSITION

As at 30 June 2025

                                                                           Note  As at         As at

30 June
31 December

2025
2024

(unaudited)
(audited)

£'000
£'000
 Non-current assets
 Investments at fair value through profit or loss                          6     394,514       397,895
 Total non-current assets                                                        394,514       397,895
 Current assets
 Cash and cash equivalents                                                 9     4,804         10,947
 Other receivables                                                         8     411           201
 Total current assets                                                            5,215         11,148
 Total assets                                                                    399,729       409,043
 Current liabilities
 Accounts payable and accrued expenses                                     10    (349)         (536)
 Total current liabilities                                                       (349)         (536)
 Total liabilities                                                               (349)         (536)
 Net assets                                                                      399,380       408,507
 Capital and reserves
 Share capital                                                             11    4,225         4,225
 Share premium                                                             11    186,368       186,368
 Special distributable reserve                                             11    211,993       211,994
 Capital reserve                                                                 (5,001)       5,029
 Revenue reserve                                                                 1,795         891
 Total capital and reserves attributable to equity holders of the Company        399,380       408,507
 Net asset value per ordinary share (p)                                          100.90        103.21

 

The financial statements were approved and authorised for issue by the Board
of Directors on 10 September 2025 and signed on its behalf by:

Bernard Bulkin

Chair

Company Registration Number 12986255

The notes on pages 39 to 54 form part of these financial statements.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

As at 30 June 2025

 For the six-month period ended 30 June 2025       Note  Share     Share     Special         Capital   Revenue   Total

(unaudited)
capital
premium
distributable
reserve
reserve
£'000

£'000
account
reserve
£'000
£'000

£'000
£'000
 Opening balance                                         4,225     186,368   211,994         5,029     891       408,507
 Shares bought back and related expenses           11                        (1)                                 (1)
 Total comprehensive income/(loss) for the period        -         -         -               (10,030)  12,382    2,352
 Interim dividends paid during the period          12    -         -         -               -         (11,478)  (11,478)
 Balance at 30 June 2025                                 4,225     186,368   211,993         (5,001)   1,795     399,380

 

 For the six-month period ended 30 June 2024   Note  Share     Share     Special         Capital   Revenue   Total

(unaudited)
capital
premium
distributable
reserve
reserve
£'000

£'000
account
reserve
£'000
£'000

£'000
£'000
 Opening balance                                     4,225     186,368   227,067         58,694    7,489     483,843
 Shares bought back                            11    -         -         (8,443)         -         -         (8,443)
 Total comprehensive income / (loss) for the
 period                                              -         -         -               (23,229)  7,140     (16,089)
 Interim dividends paid during the period      12    -         -         -               -         (11,616)  (11,616)
 Balance at 30 June 2024                             4,225     186,368   218,624         35,465    3,013     447,695

 

A total of 422,498,890 ordinary shares were issued since its incorporation to
30 June 2025.

During the period, no shares were purchased (2024: 11,568,147). Stamp duty
costs of £1k were incurred during the period ending 30 June 2025 in relation
to share buy backs that occurred during the year ended 31 December 2024. The
Company holds 26,695,468 ordinary shares in treasury and has 395,803,422
ordinary shares in issue (excluding treasury 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.

The notes on pages 39 to 54 form part of these financial statements.

CONDENSED STATEMENT OF CASH FLOWS

For the six months ended 30 June 2025

                                                               Note  For the         For the

six-month
six-month

period ended
period ended

30 June 2025
30 June 2024

(unaudited)
(unaudited)

£'000
£'000
 Cash flows from operating activities
 Profit/(loss) before tax                                            2,352           (16,089)
 Adjustments for:
 Movement in fair value of investments                         6     10,030          23,217
 Interest on cash deposits                                     3     (361)           (1,417)
 Operating result before working capital changes                     12,021          5,711
 (Increase)/decrease in other receivables                      8     (1,199)         40,267
 (Decrease)/increase in accounts payable and accrued expenses  10    (187)           303
 Net cash generated from operating activities                        10,635          46,281
 Cash flows from investing activities
 Purchase of investments                                       6     (5,660)         (26,126)
 Interest on cash deposits                                     3     361             1,417
 Net cash used in investing activities                               (5,299)         (24,709)
 Cash flows from financing activities
 Share buybacks and related expenses                           11    (1)             (8,443)
 Dividends paid in the period                                  12    (11,478)        (11,616)
 Net cash (used in)/generated from financing activities              (11,479)        (20,059)
 Net decrease in cash and cash equivalents                           (6,143)         1,513
 Cash and cash equivalents at beginning of the period          9     10,947          74,258
 Cash and cash equivalents at end of the period                9     4,804           75,771

 

The notes on pages 39 to 54 form part of these financial statements.

During the period, stamp duty costs of £1k were incurred in relation to share
buy backs that occurred during the year ended 31 December 2024.

 

 

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 and
registered as a public company limited 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 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
("SDGs") where energy and energy infrastructure investments are a direct
contributor to the acceleration of the energy transition (the "Sustainability
Objective").

The interim condensed financial statements comprise only the results of the
Company for the six-month period ended 30 June 2025, as its investment in VH
ENRG UK Holdings Limited ("ENRG Holdings") is measured at fair value through
profit or loss in line with IFRS 10 as explained in note 2.

The annual financial statements of the Company for the year ended 31 December
2024 were approved by the Directors on 2 April 2025 and are prepared in
accordance with UK adopted International Accounting Standards. The annual
financial statements are available on the Company's website
https://www.globalenergyinfrastructure.co.uk/
(https://www.globalenergyinfrastructure.co.uk/) .

2.       Significant accounting policies

2.1     Basis of preparation

The condensed financial statements ("financial statements") included in this
Interim Report have been prepared in accordance with IAS 34 "Interim
Financial Reporting". The financial statements have been prepared on the
historical cost basis, as modified for the measurement of certain financial
instruments at fair value through profit or loss. The principal accounting
policies are set out in Note 2.

The financial statements have also been prepared as far as is relevant and
applicable to the Company in accordance with the Statement of Recommended
Practice: Financial Statements of Investment Trust Companies and Venture
Capital Trusts ("SORP") issued in July 2022 by the Association of Investment
Companies ("AIC").

The financial statements are presented in sterling, which is the Company's
functional currency and are rounded to the nearest thousand, unless
otherwise stated.

The accounting policies, significant judgements, key assumptions and estimates
are consistent with those used in the latest audited financial statements to
31 December 2024. These condensed financial statements do not constitute
statutory accounts as defined in section 434 of the Companies Act 2006 and,
therefore, do not include all information and disclosures required in the
annual financial statements and should be read in conjunction with the
Company's annual financial statements for the year ended 31 December 2024.
The audited annual accounts for the year ended 31 December 2024 have been
delivered to the Registrar of Companies. The Auditor's report thereon was
unqualified and did not contain statements under section 498(2) or (3) of
the Companies Act 2006.

2.2     Review

This Interim Report has been reviewed by the Company's Auditor in accordance
with the International Standard on Review Engagements (ISREs).

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. 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 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     Critical accounting judgements, estimates and assumptions

The preparation of the interim 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 period are set out
as follows:

Key estimation and uncertainty: Fair value estimation for investments at fair
value

Fair value is calculated by discounting, at an appropriate discount rate,
future cash flows expected to be received by the Company's intermediate
holdings from investments. The discount rates used in the valuation exercise
represent the Investment Manager's and the Board's assessment of the rate of
return in the market for assets with similar characteristics and risk profile.
The discount rates are reviewed quarterly and updated, where appropriate, to
reflect changes in the market and in the project risk characteristics. The
estimates and assumptions that are used in the calculation of the fair value
of investments are disclosed in note 6.

Key judgement: Equity and debt investment in VH ENRG UK Holdings

In applying their judgement, the Directors have satisfied themselves that the
equity and debt investments into its direct wholly owned subsidiary, VH ENRG
UK Holdings, share the same investment characteristics and, as such,
constitute a single asset class for IFRS 7 disclosure purposes.

Key judgement: Investment entity and basis of non-consolidation

The Company has adopted the amendments to IFRS 10 which states that
investment entities should measure all of their subsidiaries that are
themselves investment entities at fair value (in accordance with IFRS 9
Financial Instruments: Recognition and Measurement, and IFRS 13 Fair Value
Measurement). Being investment entities, ENRG and its wholly owned direct
subsidiary, ENRG Holdings are measured at fair value as opposed to being
consolidated on a line-by-line basis, meaning their cash and working capital
balances are included in the fair value of investments rather than the Group's
current assets. The Directors believe the treatment outlined above provides
the most relevant information to investors.

2.5     Segmental reporting

The Board of Directors is of the opinion that the Company is engaged in a
single segment of business, being investment in global sustainable energy
infrastructure opportunities. The Company has no single major customer. The
internal financial information to be used by the chief operating decision
maker ("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.

3.       Investment Income

                                   For the six-month period ended         For the six-month period ended

30 June 2025
30 June 2024
                                   Revenue      Capital      total        Revenue      Capital      total

£'000
£'000
£'000
£'000
£'000
£'000
 Interest on cash deposits         361          -            361          1,417        -            1,417
 Interest income from investments  5,692        -            5,692        3,926        -            3,926
 Dividend income                   9,375        -            9,375        5,171        -            5,171
 Investment income                 15,428       -            15,428       10,514       -            10,514

4.       Operating expenses

                                                            For the     For the

six-month
six-month

period
period

ended
ended

30 June
30 June

2025
2024*

£'000
£'000
 Fees to the Company's Auditor (exclusive of VAT) for the:
  Interim assurance review                                  85          73
 AIFM fees                                                  35          37
 Directors' fees                                            207         196
 Other expenses                                             741         850
 Total operating expenses                                   1,068       1,156

 

*           Comparative Other expenses figure has been reclassified
to correct a presentational misstatement in prior interim period. There is no
impact on previously reported totals.

Fees with respect to the Investment Manager are set out in note 13, related
parties transactions.

The Company had no employees during the period. Details of Directors' fees are
disclosed in note 13, with no other emoluments reported.

5.       Taxation

Taxable income during the period was offset by expenses and the tax charge for
the period ended 30 June 2025 is £nil (30 June 2024: £nil).

6.       Investments at fair value through profit or loss

As set out in note 2.4 the Company designates its interest in its wholly
owned direct subsidiary VH ENRG UK Holdings Limited 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 30 June 2025                                     Total    Quoted      Significant  Significant

£'000
prices
Observable
unobservable

in active
inputs
inputs

markets
(level 2)
(level 3)

(level 1)
£'000
£'000

£'000
 Assets measured at fair value:
 Non-current assets
 Investments held at fair value through profit or loss  394,514  -           -            394,514

 

 As at 31 December 2024                                 Total    Quoted      Significant  Significant

prices
Observable
unobservable

in active
inputs
inputs

markets
(level 2)
(level 3)

(level 1)
£'000
£'000

£'000
 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 period ended 30 June 2025.

                                                  As at      As at

30 June
31 December

2025
2024

£'000
£'000
 Opening balance at beginning of the period/year  397,895    369,047
 Additions during the period/year at cost         5,660      82,513
                                                  403,555    451,560
 Fair value movement on investments:
 Change in fair value of equity investments(1)    (10,030)   (53,665)
 Interest on loan investments(2)                  989        -
 Total fair value movement on investments         (9,041)    (53,665)
 Closing balance                                  394,514    397,895

 

1           The £10,030k (2024: £53,665k) in the Statement of
Comprehensive Income within other expenses/income and Statement of Changes in
Equity is made up of unrealised losses of £10,030k (2024: £53,665k) per
this note.

2           This is the amount related to the unpaid shareholder
loan interest income as at the period end.

Further information on the basis of valuation is detailed in note 2 to the
financial statements.

Valuation methodology

As disclosed on pages 132 to 138 of the Company's Annual Report for the year
ended 31 December 2024, IFRS 13 "Fair Value Measurement" requires disclosure
of fair value measurement by level. The level of fair value hierarchy within
the financial assets or financial liabilities ranges from level 1 to level 3
and is determined on the basis of the lowest level input that is significant
to the fair value measurement. The fair value of the Company's investments is
the net asset value of VH ENRG UK Holdings Limited 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, they are always
expected to be classified as level 3 as the investments are not traded and
contain unobservable inputs. There have been no transfers between levels
during the six months ended 30 June 2025.

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

                                                                                                   30 June    31 December

2025
2024
 Discount rate        Weighted Average  Australian solar PV with battery storage assets            7.52%      7.77%
                      Weighted Average  Brazilian solar PV assets                                  9.99%      10.33%
                      Weighted Average  Brazilian hydro facility                                   9.85%      10.16%
                      Weighted Average  Iberian and Swedish Solar and Onshore wind assets          9.13%      9.15%
                      Weighted Average  United Kingdom Flexible Power with CCR asset               6.40%      -
                      Weighted Average  US terminal storage assets                                 7.09%      6.94%
 Long-term inflation  Australia         Australian solar PV with battery storage assets            2.48%      2.47%
                      Brazil            Brazilian solar PV assets & Brazilian hydro facility       2.96%      2.97%
                      Spain             Solar and Onshore wind assets                              2.00%      2.00%
                      Sweden            Onshore wind asset                                         2.00%      2.00%
                      United Kingdom    United Kingdom Flexible Power with CCR asset               2.00%      -
                      United States     US terminal storage assets                                 2.18%      2.15%
 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 and Onshore wind assets          25 years   25 years
                      Years             United Kingdom Flexible Power with CCR asset               25 years   -
                      Years             US terminal storage assets                                 30 years   30 years
 Exchange rates       GBP:AUD           Australian solar PV with battery storage assets            1:2.0913   1:2.0235
                      GBP:BRL           Brazilian solar PV assets & Brazilian hydro facility       1:7.4803   1:7.7486
                      GBP:EUR           Iberian and Swedish Solar and Onshore wind assets          1:1.1676   1:1.2098
                      GBP:USD           US terminal storage assets                                 1:1.3705   1:1.2527

 

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 rates 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 +/-1.50% is considered to be a reasonable
range of alternative assumptions for discount rates on a total portfolio
basis. This variance has been applied to the individual programmes.

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.

 As at 30 June 2025                                                 Change in  Changes in      change in

input
fair value of
NAV per

investments
share (pence)

(£'000)
 Discount rate - US terminal storage assets                         -1.50%     18,258          4.61

1.50%
-14,512
-3.67
 Discount rate - Australian solar PV with battery storage assets    -1.50%     4,501           1.14

1.50%
-3,746
-0.95
 Discount rate - Brazilian solar PV assets                          -1.50%     4,740           1.20

1.50%
-3,891
-0.98
 Discount rate - Brazilian hydro facility                           -1.50%     12,090          3.05

1.50%
-9,955
-2.52
 Discount rate - Iberian and Swedish solar and onshore wind assets  -1.50%     277             0.07

1.50%
-224
-0.06
 Discount rate - UK flexible power with CCR asset                   -1.50%     6,839           1.73

1.50%
-5,533
-1.40
 Discount rate - All                                                -1.50%     46,706          11.80

1.50%
-37,862
-9.57

 

 As at 30 June 2025                                             Change in  Changes in      change in

input
fair value of
NAV per

investments
share (pence)

(£'000)
 Inflation - US terminal storage assets                         -1.00%     -10,050         -2.54

1.00%
11,684
2.95
 Inflation - Australian solar PV with battery storage assets    -1.00%     -3,148          -0.80

1.00%
2,966
0.75
 Inflation - Brazilian solar PV assets                          -1.00%     -2,609          -0.66

1.00%
3,479
0.88
 Inflation - Brazilian hydro facility                           -1.00%     -10,321         -2.61

1.00%
11,034
2.79
 Inflation - Iberian and Swedish solar and onshore wind assets  -1.00%     -217            -0.05

1.00%
283
0.07
 Inflation - UK flexible power with CCR asset                   -1.00%     -2,420          -0.61

1.00%
2,696
0.68
 Long-term Inflation - All                                      -1.00%     -28,766         -7.27

1.00%
32,142
8.12

 

 

 As at 30 June 2025                                              Change in  Changes in      change in

input
fair value of
NAV per

investments
share (pence)

(£'000)
 Asset life - US terminal storage assets                         -1 year    -2,020          -0.51

+1 year
2,207
0.56
 Asset life - Australian solar PV with battery storage assets    -1 year    -632            -0.16

+1 year
539
0.14
 Asset life - Brazilian solar PV assets                          -1 year    -647            -0.16

+1 year
608
0.15
 Asset life - Brazilian hydro facility                           -1 year    -2,087          -0.53

+1 year
1,904
0.48
 Asset life - Iberian and Swedish solar and onshore wind assets  -1 year    -257            -0.07

+1 year
106
0.03
 Asset life - UK flexible power with CCR asset                   -1 year    -841            -0.21

+1 year
382
0.10
 Asset life - All                                                -1 year    -6,485          -1.64
                                                                 +1 year    5,745           1.45

 

 As at 30 June 2025                                                      Change in  Changes in      change in

input
fair value of
NAV per

investments
share (pence)

(£'000)

 Operating expenses - US terminal storage assets                         -5.00%     4,136           1.04

5.00%
-4,136
-1.04
 Operating expenses - Australian solar PV with battery storage assets    -5.00%     518             0.13

5.00%
-825
-0.21
 Operating expenses - Brazilian solar PV assets                          -5.00%     1,027           0.26

5.00%
-898
-0.23
 Operating expenses - Brazilian hydro facility                           -5.00%     2,784           0.70

5.00%
-2,851
-0.72
 Operating expenses - Iberian and Swedish solar and onshore wind assets  -5.00%     90              0.02

5.00%
-55
-0.01
 Operating expenses - UK flexible power with CCR asset                   -5.00%     1,397           0.35

5.00%
-1,397
-0.35
 Operating expenses - All                                                -5.00%     9,953           2.51
                                                                         5.00%      -10,162         -2.57

 

 As at 30 June 2025   Change in  Changes in      change in

input
fair value of
NAV per

investments
share (pence)

(£'000)
 FX (GBP:USD)         -10.00%    13,211          3.34

10.00%
-10,809
-2.73
 FX (GBP:BRL)         -10.00%    15,452          3.90

10.00%
-12,643
-3.19
 FX (GBP:AUD)         -10.00%    5,354           1.35

10.00%
-4,380
-1.11
 FX (GBP:EUR)         -10.00%    4,881           1.23

10.00%
-3,994
-1.01
 FX - All             -10.00%    38,898          9.83

10.00%
-31,825
-8.04

 

The sensitivities above are assumed to be independent of each other. Combined
sensitivities are not presented.

 

 As at 31 December 2024                                           Change in  Changes in      change in

input
fair value of
NAV per

investments
share (p)

(£'000)
 Discount rate - US terminal storage assets                       -1.50%     21,212          5.36

1.50%
-16,811
-4.25
 Discount rate - Australian solar PV with battery storage assets  -1.50%     4,461           1.13

1.50%
-3,690
-0.93
 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 PV and wind assets     -1.50%     255             0.06

1.50%
-208
-0.05
 Discount rate - All                                              -1.50%     40,818          10.31
                                                                  1.50%      -32,960         -8.33

 

 As at 31 December 2024                                       Change in  Changes in      change in

input
fair value of
NAV per

investments
share (p)

(£'000)
 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
 Inflation - All                                              -1.00%     -23,520         -5.94
                                                              1.00%      26,149          6.61

 

 As at 31 December 2024                                        Change in  Changes in      change in

input
fair value of
NAV per

investments
share (p)

(£'000)
 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      change in

input
fair value of
NAV per

investments
share (p)

(£'000)
 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
-0.61
 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      Change in NAV

fair value of
per

investments
share (p)

(£'000)
 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
-3.05
 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.

7.       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     Ownership Interests

Business
as at 30 June 2025
 VH ENRG UK Holdings Limited          5th Floor 20 Fenchurch Street, London, England,          United         100%

EC3M 3BY, United Kingdom
Kingdom
 Victory Hill Distributed Energy      5th Floor 20 Fenchurch Street, London, England,          United         100%

Investments Limited
EC3M 3BY, United Kingdom
Kingdom
 Victory Hill Flexible Power Limited  5th Floor 20 Fenchurch Street, London, England,          United         100%

EC3M 3BY, United Kingdom
Kingdom
 Rhodesia Power Limited               5th Floor 20 Fenchurch Street, London, England,          United         100%

EC3M 3BY, United Kingdom
Kingdom
 Victory Hill USA Holdings LLC        800 North State Street, Suite 304., Dover Delaware       United States  100%

                                      19901
 Victory Hill Midstream Investments   800 North State Street, Suite 304., Dover Delaware       United States  100%

LLC
19901
 Victory Hill Midstream Energy LLC    800 North State Street, Suite 304., Dover Delaware       United States  100%

                                      19901
 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   Apex Fund Services (Australia) Pty Ltd, Level 5, 459     Australia      100%

Pty Ltd
Little Collins Street, Melbourne, VIC 3000
 Victory Hill Distributed Power Pty   Apex Fund Services (Australia) Pty Ltd, Level 5, 459     Australia      100%

Ltd
Little Collins Street, Melbourne, VIC 3000
 Mobilong Solar Farm Pty Ltd          Apex Fund Services (Australia) Pty Ltd, Level 5, 459     Australia      100%

Little Collins Street, Melbourne, VIC 3000
 Dunblane Solar Pty Ltd               Apex Fund Services (Australia) Pty Ltd, Level 5, 459     Australia      100%

Little Collins Street, Melbourne, VIC 3000
 Dubbo Solar Project Pty Ltd          Apex Fund Services (Australia) Pty Ltd, Level 5, 459     Australia      100%

Little Collins Street, Melbourne, VIC 3000
 Narrandera Solar Project Pty Ltd     Apex Fund Services (Australia) Pty Ltd, Level 5, 459     Australia      100%

Little Collins Street, Melbourne, VIC 3000
 Coleambally East Solar Farm Pty      Apex Fund Services (Australia) Pty Ltd, Level 5, 459     Australia      100%

Ltd
Little Collins Street, Melbourne, VIC 3000
 Tabbita Solar Farm Pty Ltd           Apex Fund Services (Australia) Pty Ltd, Level 5, 459     Australia      100%

Little Collins Street, Melbourne, VIC 3000
 Griffith Solar Pty Ltd               Apex Fund Services (Australia) Pty Ltd, Level 5, 459     Australia      100%

Little Collins Street, Melbourne, VIC 3000
 VH Participacoes Hidreletricas do    Avenida Paulista, nº 1912, 8º andar, Bela Vista, São     Brazil         98.25%

Brasil LTDA
Paulo, State of São Paulo, CEP 01310-200
 Energest S.A.                        Rod BR 259, km 92, Piso 8, Sala 1, Bairro                Brazil         100%

Mascarenhas, Baixo Guandu, State of Espírito Santo,

CEP 29730-000
 Victory Hill Holdings Brasil S.A.    Rua Barão de Jaguaripe, nº 280, apto. 501, Bairro,       Brazil         99.99%

Ipanema, Rio de Janeiro, State of Rio de Janeiro,

CEP 22.421-000
 Energea Itaguaí I Ltda.              Est RJ-099, No. 704, Piranema, Municipality of           Brazil         100%

Itaguaí, Rio de Janeiro, State of Rio de Janeiro,

CEP 23825-840

 

 

 Investments                      Registered Office Address                               Country of  Ownership Interests

Business
as at 30 June 2025
 Energea Itaguaí II Ltda.         Est RJ-099, No. 704, Piranema, Municipality of          Brazil      100%

Itaguaí, Rio de Janeiro, State of Rio de Janeiro,

CEP 23825-840
 Energea Itaguaí III Ltda.        Est RJ-099, No. 704, Piranema, Municipality of          Brazil      100%

Itaguaí, Rio de Janeiro, State of Rio de Janeiro,

CEP 23825-840
 Energea Nova Friburgo Ltda.      Rua Barão de Jaguaripe, nº 280, apto 501, Ipanema,      Brazil      100%

Rio de Janeiro - RJ, CEP 22.421-000
 Energea Itabaiana Ltda.          SIT BR 235 da Queimadas Margem Esquerda, No             Brazil      100%

Number, Zona Rural, Itabaiana, State of Sergipem,

CEP 49.511-899
 Energea Redenção Ltda.           Rod BR 158 KM 18, No Number, Complement:                Brazil      100%

Chácara Temponi, Zona Rural, Redenção, State of

Pará, CEP 68.554-899
 Energea Itaporanga Ltda.         Sítio Catole, No Number, Zona Rural, Itaporanga, Sate   Brazil      100%

of Paraíba, CEP: 58.780-000
 Energea Bataguassu Ltda.         Rod BR 267 KM 48,5 A Direita - Fazenda Cabeceira,       Brazil      100%

No Number, Zona Rural, Bataguassu, Sate of Mato

Grosso do Sul, CEP: 79.780-000
 Energea Palmas Ltda.             Rod BR-030, KM 93, Fazenda Boa Vista, No Number,        Brazil      100%

Malhada, State of Bahia, CEP 46.440-000
 Energea Itacarambi Ltda.         Rod BR 135 KM 139, Zona Rural, No Number,               Brazil      100%

Itacarambi, State of Minas Gerais. CEP: 39.470-000
 Energea Vassouras I Ltda.        Est RJ 127, nº 6300, Zona Rural, Vassouras, State of    Brazil      100%

Rio de Janeiro, CEP: 27.700-000
 Energea Seropédica Ltda.         Rua Barão de Jaguaripe, nº 280, apto 501, Ipanema,      Brazil      100%

Sate of Rio de Janeiro, CEP: 22.421-000
 Energea Paraíba do Sul Ltda.     Rua Barão de Jaguaripe, nº 280, apto 501,               Brazil      100%

Ipanema, Rio de Janeiro, State of Rio de Janeiro,

CEP 22.421-000
 Energea Taquaritinga Ltda.       Est Municipal de Taquaritinga a Monte Alto, No          Brazil      100%

Number, Área Rural de Taquaritinga, Taquaritinga,

State of São Paulo, CEP 15.909-899
 Energea Nova Cruz Ltda.          Est Margem Direita da Estrada de Nova Cruz a            Brazil      100%

Montanhas, No Number, Zona Rural, 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        Spain       55%

Canaria
 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%
 Solar Power Cosmo SL             Calle Nanclares de Oca 1B, 28022 Madrid                 Spain       55%

 

At 30 June 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 holdings of Victory Hill Holdings
Brasil S.A. are indicated by an asterisk in the list of unconsolidate)d
subsidiaries above.

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 in Fusgar Energy SL in are held through Victory Hill
Spain Energy Investment S.L.U., which holds 80% of the economic and voting
rights of Fusgar Energy SL. The holdings of Fusgar Energy SL are indicated by
an asterisk in the list of unconsolidated subsidiaries above.

The Company's investments in Rhodesia Power Limited are held through Victory
Hill Flexible Power Limited. These relate to the UK flexible power with CCR
assets.

8.       Other receivables

                                                   As at      As at

30 June
31 December

2025
2024

£'000
£'000
 Other receivables                                 278        130
 Interest receivable on cash and cash equivalents  93         39
 Prepayments                                       40         32
 Total other receivables                           411        201

 

The Directors have analysed the expected credit loss in respect of receivables
and concluded that there was no material exposure for the period/year ended
30 June 2025 and 31 December 2024.

9.       Cash and cash equivalents

                               As at      As at

30 June
31 December

2025
2024

£'000
£'000
 Cash and cash equivalents(1)  4,588      10,731
 Cash on deposit               216        216
 total cash at bank            4,804      10,947

 

1           Cash and cash equivalents of funds held with State
Street amounting to £4.6m (31 December 2024: £9.5m).

10.     Accounts payable and accrued expenses

                                        As at      As at

30 June
31 December

2025
2024

£'000
£'000
 Accounts payable and accrued expenses  349        536
 Accounts payable and accrued expenses  349        536

 

The Directors consider that the carrying amount of trade and other payables
matches their fair value.

11.     Share Capital

 Date                              Issued and   Number of    Share Capital  share     Special         total

fully paid
shares
(a)
premium
Distributable
(a+B+c)

£'000
(B)
Reserve
£'000

£'000
(c)

£'000
 Opening balance                                422,498,890  4,225          186,368   227,067         417,660
 Buyback of ordinary shares                     -            -              -         (14,621)        (14,621)
 Interim dividend paid during the               -            -              -         (452)           (452)

year
 At 31 December 2024 (audited)                  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 and                 -            -              -         (1)             (1 )

related expenses
 At 30 June 2025 (unaudited)                    422,498,890  4,225          186,368   211,993         402,586

 

Stamp duty costs of £1k were incurred during the period ending 30 June 2025
in relation to share buy backs that occurred during the yead ended
31 December 2024

Shareholders are entitled to all dividends paid by the Company and on a
winding up, provided that the Company has satisfied all its liabilities, the
Shareholders are entitled to all of the residual assets of the Company.

12.     Dividends

                                       Pence per  total      Date paid

Ordinary
Dividend

share
 1 October 2024 to 31 December 2024    1.45p      £5.7m      24 March 2025
 1 January 2025 to 31 March 2025       1.45p      £5.7m      26 June 2025

13.     Transactions with the Investment Manager and Related Parties

Investment Manager

Victory Hill is the Company's investment manager and AIFM with overall
responsibility for the risk management and portfolio management of the
Company, providing investment 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 Alternative
Investment Fund Management Agreement ("AIFM Agreement").

The Company paid to the Investment Manager a fixed monthly AIFM fee of
£5,950, exclusive of VAT.

For the period ending 30 June 2025, the Investment Manager is also entitled
to receive from the Company an annual investment management fee to be
calculated as percentages of the Company's net assets, 1% on the first £250m
of NAV, 0.9% on NAV in excess of £250m and up to and including £500m and
0.8% on NAV in excess of £500m exclusive of VAT.

Furthermore, if in any fee period, the annual fee paid to the Investment
Manager exceeds:

a)       £3.5m, the Investment Manager shall apply 8% of the annual
fee, subject to a maximum amount of £400,000, to subscribe for or acquire
ordinary shares of £0.01 each in the capital of the Company.

b)       £2.5m, the Investment Manager shall apply 2% of the annual fee
to be paid as a charitable donation to a suitable registered charity aimed at
promoting sustainable energy, as selected by the Investment Manager, provided
that if, following the Investment Manager's reasonable endeavours, a suitable
charity cannot be found, this 2% portion of the annual fee (net of any
applicable taxes) will be applied to the subscription for or acquisition of
ordinary shares.

The AIFM Agreement may be terminated on 12 months' written notice, provided
that such notice may not be served before 2 February 2025. 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.

The investment management fees for the period ended 30 June 2025 amounted to
£1,977,684 (30 June 2024: £2,217,913) (including VAT) of which £nil
(30 June 2024: £nil) was outstanding and included in accounts payable and
accrued expenses at the end of the period.

The Company will also reimburse the Investment Manager for reasonable expenses
properly incurred by the Investment Manager in the performance of its
obligations under the AIFM Agreement.

Please refer to the post balance sheet events in note 17 for changes to the
management fee effective 28 August 2025.

Directors

The Directors have been entitled to aggregate annual remuneration (excluding
expenses) of:

                     For the        For the

six-month
six-month

period ended
period ended

30 June
30 June

2025
2024

£'000
£'000
 Bernard Bulkin OBE  44             47
 Margaret Stephens   28             36
 Richard Horlick     33             32
 Louise Kingham CBE  31             31
 Daniella Carneiro   31             31
 Patrick Firth       24             -
                     191            177

 

The Directors are not eligible for bonuses, pension benefits, share options or
long-term incentive schemes. 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.

The Directors held the following beneficial interests in the ordinary shares
of the Company as at 30 June 2025.

                     As at 30 June 2025
                     Number of     % of

ordinary
ordinary

shares held
shares in

issue
 Bernard Bulkin OBE  68,101        0.02
 Margaret Stephens   56,960        0.01
 Richard Horlick     300,000       0.07
 Louise Kingham CBE  26,753        0.01
 Daniella Carneiro   -             0.00
 Patrick Firth       -             0.00

 

During the period, interest income totaling £4.7m (June 2024: £4.0m) was
paid to the company in respect of the interest bearing loans between the
Company and its subsidiaries.

14.     Contingent liabilities and commitments

As at 30 June 2025, the Company had no contingencies or commitments.

15.     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 2025 to 30 June 2025.
Amounts shown below are both basic and diluted measures as there were no
dilutive instruments in issue throughout the period.

                             For the period ended 30 June 2025         For the period ended 30 June 2024
                             Revenue       Capital       total         Revenue       Capital       total
 Earnings (£'000)            12,382        (10,030)      2,352         7,140         (23,229)      (16,089)
 Weighted average number of  395,803,422   395,803,422   395,803,422   409,063,127   409,063,127   409,063,127

ordinary shares
 EPS (p)                     3.13          (2.53)        0.60          1.75          (5.68)        (3.93)

16.     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 period.

                            Period ended  Year ended

30 June
31 December

2025
2024
 NAV (£'000)                399,380       408,507
 Number of ordinary shares  395,803,422   395,803,422
 NAV per share (p)          100.90        103.21

 

17.     Post balance sheet events

On 6 August the Company declared an interim dividend in respect of the period
from 1 April 2025 to 30 June 2025 of 1.45 pence per ordinary share, which
will be paid on 18 September 2025 to shareholders on the register
on 15 August 2025.

On 28 August 2025 shareholders of the Company voted in favour of an asset
realisation strategy. The result of which is that the Company, from that date:

(a)      adopted the New Investment Objective and Policy as defined in
the Circular issued on 6 August 2025 in substitution for the existing
investment objective and policy; and

(b)      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 returns.

(c) approved, by way of a special resolution, the adoption of new Articles of
Association, replacing the existing Articles of Association, to remove the
requirement for a continuation resolution to be put to shareholders in 2026
and every five years thereafter, as well as the provision requiring such a
resolution if a deployment target had not been met within twelve months of
IPO, which is no longer relevant.

ALTERNATIVE PERFORMANCE MEASURES

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 APMs 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.

                                                         Page
 NAV as at 30 June 2025                                        399,379,115
 Total number of outstanding shares as at 30 June 2025         395,803,422
 NAV per share                                           5     100.9p

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.

                                               Page
 Average undiluted NAV (in £'000)                    414,633
 Recurring costs in the year to date (£'000)         6,223
 Ongoing charges                               20    1.50%

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.

 Period ended 30 June 2025                    NAV
 Opening as at 1 January 2025      a          103.21p
 Closing as at 30 June 2025        b          100.90p
 Dividends paid during the period             2.90p
 Dividend adjustment factor        c          1.05
 Adjusted closing                  d = b x c  105.51
 Total return for the year (%)     d / a - 1  2.23%

 

 From IPO to 30 June 2025                                    NAV
 Opening as at 2 February 2021                               98.00p
 Closing as at 30 June 2025                 b                100.90p
 Dividends paid to date since IPO                            19.1p
 Dividend adjustment factor                 c                1.23
 Adjusted closing                           d = b x c        124.52
 Total return since IPO (%)                 e = d/a - 1      27.06%
 Number of years since IPO                  f                4.41
 Total annualised NAV return since IPO (%)  (1 + e)^(1/f)-1  5.58%

 

Dividend cover

The dividend cover ratio is calculated by dividing the cash available for
distribution by the dividends paid during the period ended 30 June 2025. Cash
available for distribution comprises underlying asset earnings (post tax and
profit share), net of interest expense and fund expenses.

 Dividend cover
 Cash available for distribution (£'000)   13,931
 Interest service cost (£'000)             1,209
 Fund expenses (£'000)                     3,054
 Cash available for distribution (£'000)   9,668
 Dividends paid (£'000)                    11,478
 Dividend cover                            0.84x

Total leverage

The total leverage percentage is calculated by dividing the GBP value of the
debt held in the US terminal storage assets and in the Iberian and Swedish
solar and wind assets, divided by the net asset value of the fund as at
30 June 2025.

 Total leverage     Page
 Debt (£'000)             28,056
 Fund NAV (£'000)   5     399,379
 Leverage           5     7.02%

Percentage of underlying revenues contracted and inflation-linked

The total percentage of underlying revenues contracted and inflation linked is
based on the nature of the revenues for each programme. The Australian solar
PV with battery storage assets and the Iberian and Swedish solar and onshore
wind portfolio are deemed to be uncontracted revenues.

 Percentage of Contracted Revenues  1 January

2025 to

30 June 2025
 Contracted                         91.1%
 Uncontracted                       8.9%
 total                              100.0%

 

GLOSSARY

 AIC                          Association of Investment Companies
 AIFM                         Victory Hill Capital Partners LLP
 COD                          Commercial Operational Date
 Company                      VH Global Energy Infrastructure plc
 Discount                     The amount, expressed as a percentage, by which the share price is less than
                              the net asset value

per share
 Distribution                 Distributions consist of dividends, interest and returns of capital
 Dividend                     Income receivable from an investment in shares
 EPC                          Engineering, procurement and construction
 ESG                          Environmental, social and governance
 EU                           European Union
 Ex-dividend date             The date from which you are not entitled to receive a dividend which has been
                              declared and is

due to be paid to shareholders
 Financial Conduct Authority  The independent body that regulates the financial services industry in the UK
 Gearing                      A way to magnify income and capital returns, but which can also magnify losses
 GHG                          Green House Gases
 Investment Manager /         Victory Hill Capital Partners LLP

Victory Hill
 Investment Company           A company formed to invest in a diversified portfolio of assets
 Investment Trust             An investment company which is based in the UK and which meets certain tax
                              conditions

which enables it to be exempt from UK corporation tax on its capital gains.
                              The Company is an

investment trust
 IPO                          Initial Public Offering
 MW                           Megawatt
 MWh                          Megawatt Hour
 NAV per ordinary share       NAV divided by the number of ordinary shares in issue (excluding any shares
                              held in treasury)
 Net asset value or NAV       An investment company's assets less its liabilities
 OECD                         Organisation for Economic Co-operation and Development
 Ongoing charge               The 'ongoing charges' ratio is an indicator of the costs incurred in the
                              day-to-day management of
                              the Company, expressed as a percentage of average net assets. This ratio
                              calculation is based

on Association of Investment Companies ('AIC') recommended methodology
 Ordinary shares              The Company's ordinary shares in issue
 PPA                          Power Purchase Agreement
 PV                           Photovoltaic
 SDG                          UN Sustainable Development Goals
 SFDR                         Sustainable Finance Disclosure Regulation
 Share premium                The amount, expressed as a percentage, by which the share price is more than
                              the net asset

value per share
 Share price                  The price of a share as determined by a relevant stock market
 TCFD                         Task Force on Climate-Related Financial Disclosures

 

COMPANY INFORMATION

Non-executive Directors

Bernard Bulkin OBE (Chair)

Daniella Carneiro

Richard Horlick

Louise Kingham CBE

Margaret Stephens (Served until the May 2025 AGM, after which she did not
stand for re-election) Patrick Firth (Appointed on 20 February 2025)

Registered office

5th Floor

20 Fenchurch Street

London

EC3M 3BY

Investment Manager

Victory Hill Capital Partners LLP

4th Floor

21-22 Warwick Street

London

W1B 5NE

Corporate Broker

Deutsche Numis Securities Limited

45 Gresham Street

London

EC2V 7BF

legal Adviser

Eversheds Sutherland (International) LLP

One Wood Street

London

EC2V 7WS

Administrator and Company secretary

Ocorian Administration (UK) Limited

5th Floor

20 Fenchurch Street

London

EC3M 3BY

Depositary

Ocorian Depositary (UK) Limited

5th Floor

20 Fenchurch Street

London

EC3M 3BY

Registrar

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol BS99 6ZY

Auditor

BDO LLP

55 Baker Street

London

W1U 7EU

Company number: 12986255 Country of incorporation: England and Wales

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