Triple Point Energy Transition plc - 213800UDP142E67X9X28

Annual Report

2024

Energy Transition

plc

Strategic Report

Key Highlights 

4

Chair’s Statement 

6

Strategy and Business Model 

8

Key Performance Indicators 

10

The Investment Manager 

12

Investment Manager’s Report 

13

Sustainability Report 

19

Section 172(1) Statement 

22

Risk Management 

26

Viability Statement 

31

Board Approval of the Strategic 

Report 

31

Governance

Chair’s Introduction 

34

Application of AIC Code 

Principles 

35

Board of Directors 

38

Corporate Governance 

40

Audit Committee Report 

44

Management Engagement 

Committee Report 

48

Nomination Committee Report 

50

Directors’ Remuneration Report 

53

Directors’ Remuneration Policy 

54

Annual Report on Directors’ 

Remuneration 

56

Report of the Directors 

59

Directors’ Responsibility 

Statement 

63

Independent Auditors’ Report 

64

Financial Statements

Statement of Comprehensive 

Income 

74

Balance Sheet 

75

Statement of Changes in 

Shareholders’ Equity 

76

Statement of Cash Flows 

77

Notes to the Financial 

Statements 

78

Alternative Performance Measures 

99

Other Information

Glossary and Definitions 

104

Shareholder Information 

106

Forward-Looking Statements 

107

Reporting Principles and 

Methodologies 

108

2024 Annual Report

1

Strategic 

Report

Highlights

SHAREHOLDER 

VOTE TO WIND-

DOWN

99.85% 

in favour

On 22 March 2024, 99.85% of voting 

shareholders were in favour of the resolutions 

to commence an orderly wind-down. C.70% 

of the issued share capital voted on the 

resolutions. 

NET ASSET 

VALUE (“NAV”) 

PER SHARE

86.66p

(31 March 2023: 99.44p)

The NAV as at 31 March 2024 was 

£86.7 million, equal to 86.66 pence 

per share, resulting in a NAV decrease 

of 12.8% for the year ended 

31 March 2024. 

DIVIDEND CASH COVER

1

1.04x 

(31 March 2023: 1.2x)

The Company delivered a dividend for the year 1.04x cash covered, 

excluding one-off costs such as wind-down expenditure.

PORTFOLIO VALUATION 

£83.4 MILLION 

(31 March 2023: £90.1 million)

Portfolio valued at £83.4 million on an IFRS basis as at 31 March 2024. 

Triple Point Energy Transition plc

Strategic report

Triple Point Energy Transition plc

4

VALUE OF 

DISPOSALS

£2.1

million

(31 March 2023: Nil)

In the year ended 31 March 

2024, the Company disposed of 

£2.1 million of investments.

VALUE OF 

DISPOSALS 

(post balance sheet)

£54.5

million

As at the date of this report, the Company has 

disposed of £54.5 million of investments. 

RENEWABLE 

ENERGY 

GENERATED

1,4

16,960 MWh 

(31 March 2023: 18,965 MWh)

In the year ended 31 March 2024 the 

Group generated 16,960 MWh of renewable energy.

TONNES OF CO

2

AVOIDED

1,2

20,894 tCO

2

(31 March 2023: 27,112 tonnes)

In the year ended 31 March 2024, the Group’s 

activities were estimated to result in avoided 

carbon of 20,894 tonnes of CO

2

.

1. Alternative performance measure (see pages 99-100).

2. See Reporting Principles and Methodology on pages 108 to 110 for details on estimation approach and avoided carbon calculation.

3. The ratio of ongoing charges expressed as a percentage of average NAV from 1 April 2023 to 31 March 2024.

4. See Reporting Principles and Methodology on pages 108 to 110 for details on the calculation of renewable energy generated.

Further details and calculations for the data presented can be found within the KPIs section 

on pages 10 and 11.

DIVIDEND PER 

SHARE

5.50p 

(31 March 2023: 5.50p)

Dividends declared in respect of the year 

ended 31 March 2024 totalled 5.50 pence 

per share, in line with the Company’s target. 

ONGOING 

CHARGES RATIO 

(“OCR”)

1,3

2.06% 

(31 March 2023: 1.94%)

The ongoing charges ratio was 2.06% as at 

31 March 2024.

2024 Annual Report

Strategic report

2024 Annual Report

5

Dear Shareholder, 

I am pleased to present the results for Triple Point Energy 

Transition plc (“TENT” or the “Company”) for the year 

ended 31 March 2024.

During the year, the Company has confronted a dynamic 

and evolving macroeconomic landscape. Our target at 

launch in 2020 was to invest prudently and to deliver 

attractive risk adjusted asset total NAV returns of 7-8% per 

year. TENT achieved this for the year ended 31 March 2023 

by investing in a diversified and differentiated portfolio 

that contributed to addressing a variety of the challenges 

raised by the energy transition (see KPIs on renewable 

energy generated and avoided carbon for contribution 

outcomes). This year the diversified portfolio strategy has 

proven robust in the face of a decline in energy market 

conditions, with lower wholesale power prices compared 

to the previous period. Despite these market conditions 

and slightly lower generation from the Hydroelectric 

Portfolio, for the year ended 31 March 2024 the Company’s 

cash earnings have again exceeded the dividends paid 

during the year, with the cash dividend cover being 1.04x 

(excluding one-off costs). 

As the broader market environment became increasingly 

challenging for investment trusts, the Company, along with 

many of our peers, continued to grapple with trading at 

a deep discount to NAV. This persistent undervaluation 

occurred despite our efforts to engage with the market 

and expand our shareholder base. Given these market 

conditions, it was not possible to grow the business 

through further capital raises, or other corporate actions, 

meaning that TENT has not been able to achieve the scale 

required to provide sufficient liquidity for our investors. The 

lack of liquidity also made it harder to attract buyers for 

TENT shares, meaning that the share price did not, in our 

view, reflect the underlying performance of the Company 

and its portfolio. 

Faced with these realities, the Board, having considered 

shareholder feedback, commissioned a third-party review 

of the Company’s strategic options. In December 2023, the 

Board proposed an orderly wind-down of the Company 

as the best course of action, both financially and in terms 

of optimising shareholder value. This proposal, reflecting 

a consensus that it was necessary to return capital to 

our shareholders in the most efficient manner possible, 

received almost unanimous support from shareholders 

who voted at the General Meeting on 22 March 2024. This 

decision was not taken lightly but was seen as the best way 

forward in the face of the market headwinds our sector was 

facing and continues to face. 

Immediately following the General Meeting approvals, 

we embarked on a series of asset disposals. We enlisted 

the corporate finance advisory expertise of PwC to ensure 

these transactions are executed proficiently and with the 

best possible outcomes for our shareholders. To date, we 

have exited from four investments, representing 52.2% of 

our Gross Asset Value (“GAV”), which marks substantial 

progress in our wind-down strategy. The repayment 

of the £5 million Development Debt Facility by Innova 

Renewables Limited (“Innova Facility”), followed by the 

disposals of the LED receivables financing facility to Boxed 

Light Services Limited (“Boxed LED Facility”) and the 

£37.0 million debt facility to a subsidiary of Virmati Energy 

Ltd (trading as Field), to fund a portfolio of four Battery 

Energy Storage Systems (“BESS”) assets (“BESS Portfolio”) 

at their carrying values in an environment of high base rates, 

is seen as a highly satisfactory outcome for shareholders. 

The loans to Harvest, Glasshouse and Spark Steam 

(together the “CHP Portfolio”) have been refinanced for a 

total of £17.5 million, comprising £14.5 million which has 

been received and £3 million which is receivable in three 

instalments in September 2024, June 2025 and September 

2026, against the £23.1 million outstanding. This is a 

disappointing outcome which reflects the deterioration 

in the credit standing of the onsite counterparty since the 

interim results. The sale of the Hydroelectric Portfolio and 

the remaining LED receivables finance facility are the only 

outstanding assets awaiting disposal, demonstrating the 

efficiency of the Board, Investment Manager and other 

advisers in progressing the orderly realisation of assets 

following shareholder approval. 

At the General Meeting, shareholders approved the revised 

Investment Management Agreement, introducing a fee 

structure that aligns the management team’s incentives with 

shareholder interests. The new terms include a base fee 

based on average market capitalisation and a success fee 

that depends on the overall net realisation value achieved 

for shareholders, with the aggregate fees payable to the 

Investment Manager capped at £1.351 million. This ensures 

the Investment Manager’s commitment to achieving 

the highest possible sale values while maintaining cost 

efficiency. Further detail can be found on page 48. 

/ FINANCING 

As at 31 March 2024 the Group, via its wholly owned 

subsidiary, TENT Holdings Limited (“TENT Holdings”), 

had a £40 million Revolving Credit Facility (“RCF”) with TP 

Leasing Limited (“TPLL”). The interest rate on this facility 

was a fixed rate coupon of 6% pa on drawn amounts.

Chair’s Statement

6

Triple Point Energy Transition plc

Strategic report

As at 31 March 2024, £25.4 million was drawn under the 

facility (31 March 2023: £nil). The facility was utilised to 

fund the BESS Portfolio, which was subsequently sold for 

par and the proceeds were utilised to fully repay the RCF 

facility and the RCF was then cancelled on 19 April 2024.

/ DIVIDENDS 

The Board is pleased to confirm the dividend in respect of 

the quarter to 31 March 2024 of 1.375 pence per share, 

payable on or around 19 July 2024 to holders of Ordinary 

Shares on the register on 5 July 2024, bringing the total 

annual dividend to the target of 5.50 pence per share. 

Given the prompt progress of the realisation of assets, it is 

the current intention of the Company to make a dividend 

payment for the quarter ending 30 June 2024 of 1.375 

pence per share, which is consistent with prior dividends 

paid. Future dividend payments will be evaluated on 

a quarterly basis, taking into account the payout level 

required for investment trust status, the progress of asset 

realisations and overall profitability for the period from the 

remaining income generating assets.

It is also the intention to make an interim return of capital 

to shareholders in the current financial year, after the 

disposal of the Hydroelectric Portfolio and in advance of 

the anticipated members’ voluntary liquidation.

/

FINANCIAL RESULTS

During the year, TENT reported a total loss of £7.3 million 

(31 March 2023: profit of £8.8 million). The loss reported 

is predominately driven by the fair value decline of £12.2 

million relating to the investments in the Hydroelectric 

and CHP Portfolios. Further information on financial 

performance can be found on pages 74 to 100.

The Company reported a NAV decline of 12.8%, resulting 

in a total negative NAV return of 7.3%. The NAV per 

share was 86.66 pence per share as at 31 March 2024 

(31 March 2023: 99.44 pence per share). The decline has 

predominately been driven by the fair value revaluation in 

the investment portfolio.

TENT has delivered a dividend of 5.50 pence per share for 

the year, which was 1.04x cash covered excluding one-off 

costs, such as wind-down expenditure, costs associated 

with the Capital Markets Day and commissions related 

to new investments. (31 March 2023: 1.2x excluding 

one-off costs such as Premium Segment listing fees and 

commissions related to new investments).

ENVIRONMENTAL, SOCIAL AND 

GOVERNANCE (“ESG”) 

Since IPO, and under the previous strategy, the Company 

adopted an approach to ESG that reflected the importance 

of sustainability and which sought to add value to the 

portfolio. 

As the Company enters wind-down, the focus is on 

continued efficiency of all assets and taking a responsible 

approach to disposals.

In consultation with the Investment Manager, disclosures 

in this report have been minimised to include only 

those required for regulatory purposes and we note the 

decision to no longer disclose as an Article 8 fund. The 

Company is aware of the incoming Sustainability Disclosure 

Requirements (SDR) and labelling rules, yet to take effect, 

and will apply a proportionate approach which takes into 

consideration the orderly wind-down. The Company does 

not anticipate applying for a label under SDR. 

The Board continues to engage on this important topic to 

ensure it is treated proportionately and appropriately in 

the changing context of the Company. The Sustainability 

Report is set out on pages 19 to 21.

/

SUMMARY & OUTLOOK 

Looking ahead, our primary goal is to continue the strong 

progress already made in completing our orderly wind-

down in a timely fashion and with diligence. We aim to 

optimise the value realised from our remaining assets, with 

the objective of concluding the disposals efficiently and 

responsibly, and returning value to shareholders.

On behalf of the Board, I would like to express our 

appreciation for the continued support of our shareholders 

through this period of transition. We have taken significant 

steps to ensure the strategic decisions made during 

this process are in the best long-term interests of all our 

stakeholders. As we continue the orderly wind-down, we 

are committed to clear and consistent communication, 

ensuring that you remain informed of our progress.

John Roberts

Chair

21 June 2024

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2024 Annual Report

Strategic report

/

CHANGES TO THE COMPANY’S 

INVESTMENT POLICY 

At a General Meeting on 22 March 2024, shareholders 

approved various resolutions including proposed 

amendments to the Company’s Investment Objective 

and Investment Policy. The changes to the Investment 

Objective and Investment Policy enable the Company to 

proceed with the orderly wind-down of the Company. 

/

INVESTMENT OBJECTIVE

To conduct an orderly realisation of the assets of the 

Group, to be effected in a manner that seeks to achieve 

a balance between returning cash to Shareholders 

promptly and maximising value, while maintaining an 

income return for so long as the Group continues to own 

assets generating sufficient income.

/

INVESTMENT POLICY

The Company’s investments will be realised in an orderly 

manner, that is, with a view to achieving a balance 

between returning cash to Shareholders promptly and 

maximising value. 

The Company may not make any new investments save 

that: (a) investments may be made to honour existing 

documented contractual commitments to existing 

portfolio companies, as appropriate; and (b) realised 

cash may be invested in line with the Company’s cash 

management policy pending its return to Shareholders in 

accordance with the Company’s investment objective. 

Any return of proceeds to the Shareholders will be 

subject to compliance with any existing gearing facilities 

and hedging arrangements, payment of expenses and 

maintenance of reserves for potential liabilities.

Notwithstanding the requirement to spread investment 

risk, the Company will continue to comply with all the 

requirements of the Listing Rules in order to maintain the 

Company’s admission to the Official List under Chapter 

15 of the Listing Rules. 

/

CASH MANAGEMENT

The Company may hold cash on deposit for working 

capital purposes and pending return to Shareholders 

and, as well as cash deposits, may invest in cash 

equivalent investments, which may include government 

issued treasury bills, money market collective investment 

schemes, other money market instruments and short-

term investments in money market type funds (“Cash 

and Cash Equivalents”). There is no restriction on the 

amount of Cash and Cash Equivalents that the Company 

may hold and there may be times when it is appropriate 

for the Company to have a significant Cash and Cash 

Equivalents position. 

Any further material change to the revised investment 

policy would require FCA approval and Shareholder 

approval by an ordinary resolution in accordance with the 

Listing Rules. 

Strategy and 

Business Model

8

Triple Point Energy Transition plc

Strategic report

9

2024 Annual Report

Strategic report

Key Performance 

Indicators (“KPIs”)

The Company sets out below KPIs before the Company entered wind-down, which were used to track the 

performance of the Company over time against its previous investment objective.

The Board believes that the KPIs detailed below were relevant in the financial year, before the Company entered 

wind-down and should provide shareholders with sufficient information to assess how effectively the Company met 

its objectives. 

KPI AND DEFINITION

RELEVANCE TO PREVIOUS 

STRATEGY

PERFORMANCE

COMMENT

DIVIDENDS PER SHARE (PENCE)

5

Dividends paid to 

shareholders and declared in 

relation to the year.

The dividend reflects the 

Company’s ability to deliver a 

low-risk income stream from 

the portfolio.

The Company is paying 

a 5.50 pence per share 

dividend in respect of the 

year ended 31 March 2024 

(5.50 pence per share for the 

year ended 31 March 2023). 

The Company’s target was to pay a dividend of 

5.50 pence per share in respect of the year to 

31 March 2024, which it achieved. 

TOTAL NAV RETURN (%)

6

NAV growth and dividends 

paid per share in the year.

The total NAV return measure 

highlights the gross return to 

investors including dividends 

paid. 

(7.3)% (9.2% for the year to 

31 March 2023).

Total NAV return for the year ended 31 March 

2024 is negative 7.3%, which is below the 

target of 7% - 8%. This reflects the reduced 

valuations of the CHP and Hydroelectric 

Portfolios at 31 March 2024. 

NAV PER SHARE (PENCE)

NAV divided by number of 

shares outstanding as at the 

period end.

The NAV per share was a 

measure to show how value 

was being added to the 

Group’s portfolio. 

86.66 pence per share. 

(99.44 pence per share for 

the year to 31 March 2023).

NAV of £86.7 million or 86.66 pence per share 

as at 31 March 2024. This reflects the reduced 

valuations of the CHP and Hydroelectric 

Portfolios at 31 March 2024. 

CASH DIVIDEND COVER

5,6

Operational cash flow 

divided by dividends paid to 

shareholders during the year.

Reflects the Company’s ability 

to cover its dividends from the 

income received in its wholly 

owned subsidiary, TENT 

Holdings, from the portfolio 

companies. 

1.04x.

TENT has delivered a dividend of 5.50 pence 

per share for the year, which was 1.04x cash 

covered excluding one-off costs, such as 

wind-down expenditure, costs associated with 

the Capital Markets Day and commissions 

related to new investments. (31 March 2023: 

1.2x excluding one-off costs such as Premium 

Segment listing fees and commissions related 

to new investments).

5.

Investors should note that references to “dividends” and “distributions” are intended to cover both dividend income and income which is designated as an interest distribution for UK 

tax purposes and therefore subject to the interest streaming regime applicable to investment trusts.

6.

Alternative Performance Measure. (see pages 99 to 100). 

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Triple Point Energy Transition plc

Strategic report

KPI AND DEFINITION

RELEVANCE TO PREVIOUS 

STRATEGY

PERFORMANCE

COMMENT

CONTRACTUAL REVENUE 

Average percentage 

of underlying income 

contractually underpinned for 

the year.

The revenue contractually 

underpinned and received 

by the Group encompassing 

two key components: interest 

payments on debt facilities 

and government subsidies 

received by the equity 

investee companies.

100% of income received 

during the year was 

contractually underpinned.

The Group has stable and predictable income 

stream from interest payments and government 

subsidies.

ONGOING CHARGES RATIO (“OCR”)

6

Annualised ongoing charges 

(i.e., excluding wind-down 

costs and other one-off 

costs) divided by the average 

published undiluted NAV 

in the period, calculated in 

accordance with Association 

of Investment Companies 

guidelines.

Ongoing charges shows 

the effect of the operational 

expenses incurred by the 

Company.

2.06% annualised (1.94% for 

the year to 31 March 2023).

Company level budgets are approved 

annually by the Board and actual spend is 

reviewed quarterly. This is a key measure of our 

operational performance. 

AVOIDED EMISSIONS

6

The carbon emissions 

avoided by the Company’s 

investments.

A measure of the Company’s 

alignment to the energy 

transition theme through CO

2

emissions avoided compared 

to an equivalent asset. 

20,894 tonnes CO

2

avoided 

in the year ended 31 March 

2024 (27,112 tonnes CO

2

avoided for the year ended 

31 March 2023).

The tCO

2

avoided has decreased compared 

to end of year 2023, due to continued 

decarbonisation of the electricity generation 

mix (the reference point) and a lower 

generation volume by the Hydroelectric 

Portfolio. 

GROSS LOAN TO VALUE (“LTV”)

6

The proportion of our GAV 

that is funded by borrowings.

The LTV measures the 

prudence of our financing 

strategy, balancing the 

potential amplification 

of returns and portfolio 

diversification that come with 

using debt against the need 

to successfully manage risk.

29.0% (0% for the year to 

31 March 2023).

In April 2024, the Group fully repaid and 

cancelled its RCF, meaning the LTV has since 

reduced to 0%.

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2024 Annual Report

Strategic report

The Investment 

Manager 

/

JONATHAN HICK

Jonathan Hick has a 15-year track record in investment in the energy transition sector, from 

origination through to execution and asset management. His previous experience was as 

an investment director at Armstrong Capital (and investment management in the clean 

energy sector) and prior to that companies including KPMG, Social and Sustainable Capital 

and PwC. He holds a degree in Management with Chinese from Nottingham University, a 

master’s in finance from London Business School and is a chartered accountant. 

/

CHRISTOPHE ARNOULT

Christophe Arnoult joined the Investment Manager in June 2022 as portfolio director. He is an 

experienced portfolio director in the renewable energy sector covering all major technologies 

and has a strong background in the waste and bioenergy industry, ranging from operation to 

development, design and construction. He was previously head of projects at Enfinium, senior 

asset manager at Equitix Energy Efficiency Fund and Energy Saving Investment and delivery 

coordination manager at the Cornwall Energy Recovery Centre for Vinci.

/

ARIANE BRUNEL

Ariane Brunel joined the Investment Manager as an investment director in October 2022. 

Prior to that, she was an associate director in the energy team of the European Bank 

of Reconstruction and Development (“EBRD”) in London. Ariane has over 12 years of 

experience investing in or financing sustainable infrastructure assets internationally. She is a 

graduate of ESSEC Business School (Paris & Singapore).

/

CHLOE SMITH

Chloe Smith is the Fund Finance Director at the Investment Manager and has over 10 

years of experience in the financial services sector. She spent eight years at Close Brothers 

responsible for the Asset Finance division Financial Control and later Financial Planning & 

Analysis and Investments, before moving to Kvika Banki, where she led the UK finance team 

and held a board position for a bridging lender. Chloe is fellow of ACCA and qualified 

in audit.

12

Triple Point Energy Transition plc

Strategic report

Investment 

Manager’s Report 

During the initial part of the reporting period, TENT was 

actively engaged in making strategic investments aimed 

at enhancing the portfolio’s value and generating robust 

returns. Key investments, made in the period, included 

a £5 million debt facility provided to Innova Renewables 

Limited to support their expansion plans and the £2.3 

million Boxed LED Facility. These projects delivered stable, 

predictable returns and aligned with the energy transition 

theme of the Company.

TENT also reduced its commitment to the BESS Portfolio, 

following a successful equity raise by Field from DIF Capital 

Partners. The facility was resized from £45.6 million to 

£37.0 million, secured over the assets of the four BESS 

assets identified previously. This provided an opportunity 

for the Company to deploy the balance into higher 

returning pipeline opportunities. 

As market conditions evolved and became significantly 

more challenging, the Board commissioned a third-party 

assessment of the Company’s strategic options, which 

resulted in the proposal to conduct an orderly wind-down, 

which was approved by shareholders in March. In line with 

the strategic direction set by the Board for the orderly 

wind-down, TENT amended its Investment Objective 

and Policy to focus solely on the managed disposal of 

assets. This marked a transition from active investment to 

prioritising asset management and disposal, effectively 

halting new investments unless contractually required. This 

strategic shift aimed to streamline operations, manage 

costs, and address potential liabilities.

/

DISPOSAL PROCESS UPDATE

Following the approval of the orderly wind-down, our 

priority has become both managing existing investments 

and preparing the portfolio for divestment, to maximise 

shareholder returns. 

The Board will determine the most efficient way to return 

capital to shareholders as the disposals progress. It is the 

current intention of the Company to make an interim return 

of capital to shareholders in the current year, following the 

sale of the Hydroelectric Portfolio and prior to entering a 

members’ voluntary liquidation.

BESS PORTFOLIO DISPOSAL 

Significant steps in TENT’s disposal strategy included the 

approval by shareholders of the sale of the BESS Portfolio 

to TPLL for £37.0 million, which matched its carrying value 

and included accrued interest. This transaction facilitated 

the full repayment and subsequent cancellation of TENT’s 

Revolving Credit Facility, eliminating TENT’s debt exposure. 

BOXED LED FACILITY DISPOSAL

TENT successfully executed the sale of the LED Facility 

to Boxed for its carrying value of £2.1 million also to TPLL 

following shareholder approval, in a strategic move that 

underscores TENT’s ability to execute disposals adeptly 

under the revised strategy.

CHP PORTFOLIO DISPOSAL 

In June 2024, the Company refinanced the three CHP 

loans, which as at 31 March 2024 had an outstanding 

loan balance of £23.1 million including accrued loan 

interest. The total repayment was £17.5 million, £14.5 

million of which has been received and £3 million of which 

is receivable in three equal instalments in September 

2024, June 2025 and September 2026. The impairment 

of £6.1 million reflects the increase in the aged debtor 

profile of receivables from the primary heat offtaker, as 

communicated in our circular to shareholders in March 

2024, as well as a narrowing of the spark spread and the 

reduced attractiveness of gas fired generation assets to 

investors in the energy transition.

INNOVA FACILITY REPAYMENT

In accordance with the terms of the loan agreement, the 

Innova development loan facility was repaid in full in 

March 2024.

So far, TENT has realised £61.6 million from asset disposals 

and exits, representing the majority of its asset base, within 

3 months of the orderly wind-down being approved by 

shareholders.

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2024 Annual Report

Strategic report

HYDROELECTRIC PORTFOLIO DISPOSAL

Following detailed preparations, the Hydroelectric Portfolio 

sales process formally commenced in May 2024 and the 

Company has been encouraged by the interest from a 

diverse range of bidders, as demonstrated through the 

receipt of a number of non-binding offers for the assets. 

The Company is currently shortlisting a small number of 

bidders to take through to the next round of the process 

which will require the submission of binding offers and 

completion of due diligence over the next few months. 

LED RECEIVABLES FINANCE FACILITY 

DISPOSAL 

TENT is exploring options for disposing of the remaining 

LED receivables finance facility and is in active discussions 

with a number of parties. 

/

PORTFOLIO PERFORMANCE

CHP PORTFOLIO

The CHP energy service centre companies (Harvest, 

Glasshouse and Spark Steam) reported operational and 

power generation performances in line with forecast for 

FY24 on the heat export side and slightly below forecast 

on the power export side due to a temporary power 

export curtailment at Harvest over the summer. As a 

lender, rather than an equity investor, the Group is well 

protected from performance variance against budget and 

all debt payments in the year, falling due in July 2023 

and October 2023, were met as well as the covenant 

tests.

Gas and electricity prices are normalising slowly from 

the previously witnessed historic highs. The spark spread 

– the net margin between the costs of generation and 

the revenues – remains positive, however, meaning that 

the companies generate gross profit from exporting 

electricity to the grid but at a lower margin than in 

2022/23. This increases the reliance of the business 

model on the other revenue stream coming from the sale 

of heat to the tomato grower on the sites.

Since the half year, the aged debtors of Harvest, 

Glasshouse and Spark Steam increased, reflecting the 

deterioration in the credit quality of the heat offtaker. P3P 

Partners LLP is the owner of the heat offtaker and also of 

Harvest, Glasshouse and Spark Steam. 

HYDROELECTRIC PORTFOLIO 

The total generation for the year ended 31 March 2024 

was 16,960MWh. This is circa 15% below the long-term 

generation forecast (P50). This is primarily due to lower-

than-average rainfall during the period and secondarily 

from breakdowns affecting some of the sites in Q2 and 

Q3. The long-term forecast remains unaffected.

The first breakdown was the result of an isolation fault 

at Elementary Energy Limited in July 2023, requiring the 

equipment to be taken offsite for repair. The generator 

was reinstalled, and the plant restarted full production in 

September 2023. 

The other breakdown related to the bearing of one of 

the two turbines at Ladaidh was damaged due to high 

vibration detected in September 2023. The relevant 

components were repaired and reinstalled with some 

improvements to prevent reoccurrence of the incidents. 

The turbine was restarted in January 2024. The second 

turbine, which represents 50% of the total installed 

capacity remained online during that period. 

Insurance claims for both breakdowns have been logged. 

The generator claim at Elementary Energy Limited has 

been settled since the year end.

BESS PORTFOLIO 

During FY24, the construction of the portfolio of BESS 

assets continued to progress in line with the planned 

timescales. The construction of the second asset at 

Gerrards Cross moved into commissioning and testing 

at the end of the period and Newport (20MW/40MWh) 

and Auchteraw (50MW/100MWh), the last two assets and 

largest of the portfolio, are due to be commissioned later 

this year. 

Oldham, the first asset to be commissioned, has been 

operating since December 2022. In FY24 it benefitted 

from high operational availability. The revenues of 

this asset have been affected by the general trading 

headwinds faced by the industry but performed in line 

with the fleet of 1h storage duration operating in the 

UK. All four BESS assets now benefit from a generation 

licence, allowing the optimiser to trade efficiently into 

all available markets. There was a noticeable increase in 

revenues in the final quarter thanks to improved access 

to the balancing mechanism.

Following the year end, the BESS Portfolio was fully 

divested on 19 April 2024.

LED PORTFOLIO 

The portfolio of receivable finance assets continued to 

perform as per budgets with payments made on time.

The Boxed LED Facility provided to refinance an existing 

portfolio of 54 LED projects at Places for People Homes 

Limited sites was sold at its carrying value of £2.1 million, 

to TPLL on 28 March 2024.

14

Triple Point Energy Transition plc

Strategic report

The second portfolio is a £1.1 million receivable 

finance facility provided to a logistics company for the 

installation of LEDs at three of their sites. It is being 

repaid with interest in line with its terms on a monthly 

basis and the Investment Manager is actively looking 

for buyers.

INNOVA

The underlying asset base grew in value over the life 

of the loan. All interest and capital repayments were 

received as scheduled prior to full repayment on 

26 March 2024. 

/

PORTFOLIO VALUATION 

The Investment Manager is responsible for conducting 

the fair market valuation of the Group’s investments. 

The Company engages Mazars LLP as an external, 

independent valuer to assess the validity of the 

discount rates used by the Investment Manager in the 

determination of fair value. 

For non-market traded investments (being all the 

investments in the Group), the valuation is based on a 

discounted cash flow (“DCF”) methodology and adjusted 

in accordance with the International Private Equity 

Valuation (“IPEV”) Guidelines where appropriate to 

comply with IFRS 13, given the special nature of portfolio 

investments. 

The valuation of each investment within the portfolio 

is determined through the application of a suitable 

discount rate, which accounts for the perceived risk to 

the investment’s future cash flows and by applying this 

discount rate, the present value of the investment’s 

expected cash flows is derived. The Investment Manager 

exercises its judgement in assessing the expected future 

cash flows from each investment based on the project’s 

expected life and the financial model produced by each 

project entity. In determining the appropriate discount 

rate, the Investment Manager considers the relative 

risks associated with the revenues. For the year ended 

31 March 2024, the discount rates for assets valued 

through the DCF methodology range from 6.5% to 8.5% 

pa. (31 March 2023: range from 6% to 8.3%). 

Under circumstances where an offer is received for an 

investment and the Company deems this to be fair market 

value, the valuation method may change to be based on 

the offer value. This can be demonstrated in the valuations 

of the BESS Portfolio and also the CHP Portfolio, which 

are based on the offer received to refinance these loans 

repaying a total of £17.5 million, £14.5 million of which 

has been received and £3 million of which is receivable 

in three instalments in September 2024, June 2025 and 

September 2026.

The valuation of the portfolio approved by the Directors 

as at 31 March 2024 was £83.4 million (31 March 2023: 

£90.1 million).

/

VALUATION MOVEMENTS

As noted above, the deterioration in the financial position 

of the tomato grower and a forecast reduction in spark 

spread led to a reduction in the valuation of the CHP 

Portfolio. This is reflected in the offer that was accepted 

in June to refinance the loans, which represents an 

impairment of £6.1 million. 

During the financial year, the Group deployed the 

remainder of the committed debt proceeds into the BESS 

Portfolio to reach the £37.0 million by 31 March 2024. The 

investment is valued at par and was realised at par value in 

April 2024.

The valuation of the debt financing for the receivables 

from the LED Portfolio has largely stayed consistent 

throughout the financial year, with a small change to the 

portfolio of receivables from the logistics company for the 

installation of LEDs at their facilities. The discount rate has 

been increased from 7.5% to 8.5% to reflect the effective 

discount rate for the value realised on the Boxed LED 

Facility.

The discount rate used to value the Hydroelectric Portfolio 

has been increased by 90bps over the period (6.50% 

at 31 March 2024). The adjustment is mostly driven by 

the increase of the risk-free rate, with UK gilts increasing 

by 55bps since 31 March 2023 as well as an increase in 

discount rates used in comparable renewable energy 

transactions. Valuation movements driven by changes 

in power price forecast curves and short-term inflation 

assumptions are shown in the valuation bridge below. 

The remaining movements in the valuation predominantly 

relate to changes in operating cost assumptions in respect 

of the Hydroelectric Portfolio and changes in the fair value 

of TENT Holdings. 

15

2024 Annual Report

Strategic report

The opening valuation as at 31 March 2023 was £90.1 million. When considering the in-year cash investments through 

the Company’s wholly owned subsidiary, the rebased valuation was £95.5 million. Each movement between the 

valuation at the start of the financial year and the rebased valuation is considered in turn below, resulting in a closing 

valuation at 31 March 2024 of £83.4 million.

POWER PRICES

The valuation as at 31 March 2024 applies long-term, forward looking power prices from a leading third-party consultant. 

A blend of the two most recent quarters’ central case forecasts is taken and applied, consistent with the approach 

applied in previous periods. The Company adopts this approach due to the unpredictability and fluctuations in power 

price forecasts. Where fixed price arrangements are in place, the valuation model reflects this price for the relevant time 

period and subsequently reverts to the power price forecast using the methodology described. The updated power price 

forecast has led to a reduction of the valuation of the Hydroelectric Portfolio by £1.1 million in the year ended 31 March 

2024. The Company notes that the outlook for power prices has declined in respect of the near-term time horizon, but 

the long-term outlook is above the forecast published in March 2023. The short-term dip in the power curve is mitigated 

by power price hedging until March 2025. Ultimately, the Hydroelectric Portfolio is underpinned by the Feed-in-Tariff 

export rate acting as an effective floor on the price received for electricity sales. 

INFLATION 

During the financial period, the short-term inflation forecasts have declined from a historic spike in 2022/23, but the 

long-term inflation forecast has been revised upward resulting to a net increase in the portfolio valuation of £0.9 million. 

The methodology adopted in relation to inflation, for both RPI and CPI, follows the latest available (March 2024) Office 

for Budget Responsibility forecast for the 12 months from the 31 March 2024 valuation date. Thereafter, a long-term 

assumption of 3.25% is made in relation to RPI, dropping to 2.65% in 2031 to reflect the 0.60% reduction as RPI is 

phased out.

The Company’s long-term assumption for CPI remains at 2.25%. We also model a power curve indexation assumption, 

as wholesale power prices are not intrinsically linked to consumer prices, of 3.00% from 2031. 

DISCOUNT RATES 

A range of discount rates are used when calculating the fair value of the portfolio valuations and are representative 

of the view of the Investment Manager and Board, who benefit from Company’s independent valuer’s guidance. The 

discount rates are indicative of the rate of return in the market for assets with similar characteristics and risk profiles. 

The weighted average discount rate of the portfolio in respect of assets valued through the DCF methodology as at 31 

March 2024 is 6.94%. 

This excludes the BESS and CHP Portfolios which are held at realisable value. 

During the financial year, the discount rate increase has caused a reduction of valuation in the Hydroelectric Portfolio 

by £3.9 million. The discount rate movement is reflective of the significant increase in gilt yields since the prior financial 

year, and risk premium on the assets affecting the realisation of the assets. 

VALUATION MOVEMENT IN THE YEAR TO 31 MARCH 2024 (£MILLIONS)

90.1 

38.8 

(8.3) 

(2.1) 

(25.4) 

95.5 

2.5

(1.1) 

0.9

(3.9) 

(6.1) 

(2.0) 

83.4 

Mar-23

Portfolio 

Deployment

Principal 

Repayment

Disposal

WC

RCF

Rebased 

Valuation

Power 

Prices

Inflation

Discount 

Rate

CHP FV 

adjustment

Other

31-Mar-24

60.0 

70.0 

80.0 

90.0 

100.0 

110.0 

120.0 

130.0 

140.0 

Increase

Decrease

Total

16

Triple Point Energy Transition plc

Strategic report

/

FINANCIAL REVIEW

The Company applies IFRS 10 and qualifies as an investment entity. IFRS 10 requires that investment entities measure 

investments, including subsidiaries that are themselves investment entities, at fair value except for subsidiaries that 

provide investment services which are required to be consolidated.

The Company’s single, wholly owned subsidiary, TENT Holdings, is the ultimate holding company for all the Company’s 

investments. 

At a General Meeting on 22 March 2024, shareholders approved several resolutions, including proposed amendments 

to the Company’s Investment Objective and Investment Policy. These changes allow the Company to proceed with an 

orderly wind-down. As a result, while the Company remains an investment entity measured at fair value, it will also use 

the IFRS5 accounting standard to recognise its investments as a current asset held-for-sale. 

/ NAV

The Company’s NAV and investment portfolio valuations are now calculated on a bi-annual basis on 31 March and 

30 September each year. Valuations are prepared by the Investment Manager and reviewed by Mazars LLP. The other 

assets and liabilities of the Company are calculated by the Administrator. The NAV is reviewed and approved by the 

Board. All variables relating to the performance of the underlying assets are reviewed and incorporated in the process 

of identifying relevant drivers of the DCF valuation. 

NAV BRIDGE FOR THE YEAR ENDED 31 MARCH 2024 (£MILLIONS)

99.5 

7.4

(2.5)

(12.2)

(5.5)

85.7 

NAV

Mar 23

Investment 

Income

Fund 

Expenditure

Dividends

paid/accrued

Investment 

Fair Value

NAV

Mar 24

70.0 

75.0 

80.0 

85.0 

90.0 

95.0 

100.0 

105.0 

110.0 

Increase

Decrease

Total

The NAV at 31 March 2024 declined by £12.8 million (31 March 2023: increase of £3.3 million). The NAV decline was 

mainly driven by the fair value adjustment of £12.2 million. This was partly offset by investment income of £7.4 million 

representing the interest and dividend income to the Company, via TENT Holdings, the Company’s wholly owned 

subsidiary. The Company incurred fund expenditure of £2.5 million relating to the investment management fees and 

other expenses (including £0.6 million of expenses related to the wind-down proposal circular and other operating costs 

associated with asset disposals). Dividends paid to shareholders during the year were £5.5 million. 

The Group will incur additional expenses related to winding down the Company and selling its investments. 

17

2024 Annual Report

Strategic report

/

OPERATING RESULTS 

The Company made a loss of £7.3 million during the year 

(31 March 2023: profit of £8.8 million), with losses per 

share of 7.27 pence (31 March 2023: earnings per share 

8.81 pence).

/

OPERATING EXPENSES AND 

ONGOING CHARGES

The operating expenses for the year ended 31 March 2024 

amounted to £2.5 million (31 March 2023: £2.5 million), 

inclusive of £0.5 million of costs relating to the managed 

wind-down of the Company.

During the majority of the financial year the management 

fee was calculated as 0.9% of the NAV. 

At the Company’s General Meeting on 22 March 2024, 

shareholders approved amendments to the Investment 

Management Agreement on the terms summarised in 

Part I of the Circular sent to shareholders on 5 March 

2024. Further detail on the terms of the new Investment 

Management Agreement can be found on page 48. 

The Company’s OCR is 2.06% (31 March 2023: 1.94%), 

which excludes one-off costs such as wind-down 

expenditure. The primary factor contributing to the increase 

is the decline in the Company’s NAV. The ongoing charge 

ratio has been calculated as an annualised ongoing charge 

(excluding one-off costs such as wind-down expenditure), 

divided by the average Net Asset Value in the period. 

With the exception of the management fee, the operating 

expenses of the Company are predominantly fixed and 

predetermined. 

/

CASH DIVIDEND COVER

The Company measures dividend cover on a look through 

basis, by consolidating the income and operating expenses 

of its sole wholly owned subsidiary, TENT Holdings. The 

below table summarises the cash income, cash expenses 

and finance costs incurred by the Company and TENT 

Holdings in the financial year ended 31 March 2024, 

excluding one-off costs. The cash flow statement for the 

Company alone does not capture the total income and 

expenses of the Group as the interest income, financing 

costs and further expenses are received and paid for by 

TENT Holdings.

In the year, the Company has delivered a cash dividend 

cover of 1.04x (2023: 1.2x). It is important to note that 

this calculation excludes one-off costs, such as wind-down 

expenditure, costs associated with the Capital Markets 

Day and commissions related to new investments. 

(31 March 2023: 1.2x excluding one-off costs such as 

Premium Segment listing fees and commissions related to 

new investments). 

The below table outlines the cash income and expenditure 

of the Company and its wholly owned subsidiary TENT 

Holdings:

31 March 2024 

£millions

Consolidated cash income

7.2

Consolidated operating Cash Ex-

penses and Finance Costs (excluding 

costs relating to wind-down)

(1.5)

Net consolidated cash income

5.7

Dividends paid per Statement of 

Changes in Equity

(5.5) 

Cash dividend cover

1.04x

/

GEARING AND LIQUIDITY 

At the year ended 31 March 2024, the Group had cash 

balances of £7.8 million (31 March 2023: £11.2 million). 

The Group’s borrowing position, via an RCF in TENT 

Holdings, at 31 March 2024 was £25.4 million. This facility 

was fully repaid in April 2024 and subsequently cancelled.

/

SUMMARY OUTLOOK

It has been a challenging year for investment trusts 

operating in the energy transition space, given the listed 

marketplace conditions, and TENT has not been immune 

from that. Wider energy market conditions have also been 

challenging given the lower wholesale power market 

prices, against a backdrop of higher base rates. Despite 

that, the TENT portfolio delivered a fully cash covered 

dividend (excluding one-off costs), reflecting the highly 

cash generative assets and the diversified approach across 

our three target segments. This follows on from the robust 

results we announced a year ago.

The wider market backdrop however led the Board, 

supported by the Investment Manager, to determine that 

the best course of action was to recommend a managed 

wind-down to shareholders during the period, and we were 

pleased with the near unanimous support for this strategy. 

Our focus has been to execute on asset realisations in a 

timely fashion whilst securing best value for shareholders. 

The progress made in disposing of 52.2% of the assets by 

GAV within three months of the wind-down being approved 

shows that we are delivering on that commitment, and 

with a number of offers being received in respect of the 

Hydroelectric Portfolio, we remain confident of exiting the 

remaining assets over the course of the current financial 

year. 

Jonathan Hick 

TENT Fund Manager

21 June 2024

18

Triple Point Energy Transition plc

Strategic report

Sustainability 

Report

The assets held by the Company were selected against a range of requirements including the Company’s alignment 

to the energy transition theme. Asset performance relative to this theme has been tracked through the measures of 

avoided carbon and/or renewable energy generation. 

The overall TENT portfolio generated 16,960 MWh of renewable energy and avoided 20,894 tonnes of CO

2

in the 

year ended 31 March 2024.

The table below breaks down this data by each asset, owned at the time of reporting. 

AVOIDED CARBON FOR REPORTING 

PERIOD (tCO

2

e)

RENEWABLE ENERGY GENERATION 

FOR REPORTING PERIOD (MWh)

2023

2024

2023

2024

CHP

Harvest

5,396

5,891

/

/

Glasshouse

7,900

6,232

/

/

Spark Steam

4,802

2,791

/

/

Hydroelectric

8,865

5,821

18,965

16,960

BESS

(10)

12

/

/

Lighting

158

147

/

/

The tCO

2

avoided has decreased compared to end of year 2023, due to continued decarbonisation of the electricity 

generation mix (the reference point) and a lower generation volume by the Hydroelectric Portfolio, noting real time 

flow data is captured for the Hydroelectric Portfolio.

The Investment Manager is committed to upholding good practice in relation to 

environmental, social and governance actions.

For example, the Investment Manager has been a signatory to the United Nations’ 

Principles for Responsible Investing (“PRI”) since 2019.

In addition, the Investment Manager is a certified B Corp which formalises 

its consideration of and commitment to take into consideration how actions 

will impact society and the environment alongside achieving desired financial 

outcomes.

2024 Annual Report

Strategic report

19

On behalf of the Company, the Investment Manager has sought to ensure responsible operations in all assets which 

are tracked through a range of operational environmental, social and governance metrics. The table below details 

outcomes per asset for the year. 

OPERATIONAL ESG OUTCOMES

ENVIRONMENTAL

SOCIAL

GOVERNANCE

ENVIRONMENTAL 

INCIDENTS

HEALTH & SAFETY 

INCIDENTS 

(RIDDOR/NON-

RIDDOR)

MODERN 

SLAVERY POLICY 

IN PLACE

LOCAL 

EMPLOYMENT

APPRENTICE-

SHIPS

H&S POLICY 

REVIEW AUDIT

GENDER 

DIVERSITY OF 

SPV DIRECTORS

O&M

CONTRACTORS 

REVIEW/ AUDIT

CHP Portfolio

Harvest 

Unreported by 

Borrower

Unreported by 

Borrower

Unreported by 

Borrower

Unreported by 

Borrower

Unreported by 

Borrower

Unreported by 

Borrower

Unreported by 

Borrower

Unreported by 

Borrower

Glasshouse 

Unreported by 

Borrower 

Unreported by 

Borrower 

Unreported by 

Borrower 

Unreported by 

Borrower 

Unreported by 

Borrower 

Unreported by 

Borrower 

Unreported by 

Borrower 

Unreported by 

Borrower 

Spark Steam

Unreported by 

Borrower 

Unreported by 

Borrower 

Unreported by 

Borrower 

Unreported by 

Borrower 

Unreported by 

Borrower 

Unreported by 

Borrower 

Unreported by 

Borrower 

Unreported by 

Borrower 

Hydroelectric 

Portfolio

0

0

Yes

Yes

2

Annually 

No

No

BESS Portfolio

Oldham

0

0

Yes

-

-

Yes

1

Yes (tender 

stage)

Gerrards Cross

1

0

Yes

-

-

Yes

1

Yes (tender 

stage)

Lighting

LED project

N/A-

N/A-

N/A-

N/A-

N/A-

N/A-

N/A-

N/A-

In the operational ESG performance provided there is no notable change to outcomes compared to the previous 

year. The CHP Portfolio has chosen not to report the requested data. The Investment Manager’s portfolio manager 

has been in close contact with the CHP Portfolio team throughout the year. The LED Project reporting is provided on 

the installer, who has not acted on behalf of the Company during the year and therefore data has not been disclosed. 

20

Triple Point Energy Transition plc

Strategic report

Throughout the year the Investment Manager has 

continued to explore ways in which the assets can 

improve their contribution to the energy transition. 

Opportunities remained relatively limited given the size 

of the Company, the scale of the assets, and the decision 

to enter wind-down and orderly realisation of assets. 

However, the Company is pleased to share the amount 

of money distributed to local community schemes by the 

Hydroelectric Portfolio during the year.

HYDROELECTRIC COMMUNITY BENIFIT: FUNDS 

DISTRIBUTED

IN THE YEAR ENDED 31 MARCH 2024

Achnacarry

Phocachain

Luaidhe

CAB

Ladaidh

Elementary

1

4

7

*

6

3

£17,759 

£7,261 

£3,630 

£3,261

£9,946

£5,788

/

EXIT APPROACH

As the Company enters wind-down and orderly 

realisation of assets, the Investment Manager will ensure 

a responsible approach to the exit of assets, in line with 

its own approach to responsible investment and PRI 

signatory status. At all times, the process will recognise 

that the overall best interests of the investors will drive 

decision making. The Investment Manager, on behalf 

of the Company, will act transparently with potential 

purchasers to share with them the energy transition 

benefits of the assets, including supporting data 

wherever possible. The Company will have a preference 

for purchasers who have an aligned sustainability 

ethos, balanced with the primary requirement to return 

maximum value to shareholders. 

/ DISCLOSURES

Reflecting that the Company is entering wind-down and 

orderly realisation of assets, disclosures in this report 

are only made where there is a regulatory requirement 

which remains applicable and appropriate under such 

circumstances. The Company will no longer disclose as 

an Article 8 fund. As asset acquisition has ceased and 

assets are exited it is no longer practical or economical 

for the Company to implement this disclosure, which 

is not a regulatory requirement for the Company. 

Furthermore, as assets are exited the EU Taxonomy 

alignment of the Company would require continuous 

review which it has been deemed impractical to 

implement. Likewise, as the Company enters wind-down 

and orderly realisation of assets, the management of 

the long-term impacts of any future climate risks are no 

longer a material focus for the Company and therefore 

for practicality and economic prudence there is no 

disclosure against the TCFD Framework in this annual 

report. Requests for information on either topic will 

be dealt with directly with any interested party in the 

course of the managed wind-down. An appropriate and 

proportionate response to the incoming, but not yet 

effective, Sustainability Disclosure Requirement (“SDR”) 

and investment labels will be agreed between the 

Investment Manager and the Board, with advice from 

external specialist consultants. The Company does not 

anticipate applying for a label under SDR. 

21

2024 Annual Report

Strategic report

The Board makes every effort to understand the views of the Company’s key stakeholders and to take into 

consideration these views as part of its decision-making process. Our key stakeholders are our shareholders, the 

Investment Manager, our service providers, the asset-level service counterparties, the investee companies/borrowers 

and the lenders. Information on our stakeholder engagement, including how the Board keeps itself informed about 

stakeholders’ views and how we take their views into account in decision-making, can be found on pages 24 to 25. 

The majority of the key stakeholder groups interface with the Company primarily through the Investment Manager. The 

Investment Manager is responsible for communicating stakeholder concerns to the Board, such that they can input on 

actions as required. 

As an investment company, the Company does not have any employees and conducts its core activities through 

third-party service providers. The Board seeks to ensure each service provider has an established track record and 

is required to have in place suitable policies and procedures to ensure they maintain high standards of business 

conduct, treat our shareholders fairly, and employ corporate governance best practice. 

The following disclosure describes how the Directors have had regard to the matters set out in section 172(1) (a) to (f) 

when performing their duty under s172 and forms the Directors’ statement required under section 414CZA of the Act. 

The likely consequence of any decision in the long-term 

The nature of our business means that the Board have to consider the long-term impact of their 

decisions. Under the previous Investment Policy, it was intended that investments were generally held 

for the long term.

In concluding that a managed wind-down was in the best interests of the Company, the Board 

considered the long-term consequences and assessed those against the alternative options available. 

Please refer to the 

Investment Objectives 

and Investment Policy 

on page 8

The interests of the Company’s employees

As a closed-ended investment company, the Company does not have any employees but maintains 

close working relationships with the Investment Manager and Administrator. 

Please refer to 

stakeholder 

engagement section on 

pages 24 to 25 

The need to foster the Company’s business relationships with suppliers, customers and others 

The Company’s primary suppliers are our service providers, principally the Investment Manager and 

Administrator. The Board engages regularly with both, as well as at its Board meetings. 

Please refer to 

stakeholder 

engagement section on 

pages 24 to 25

The impact of the Company’s operations on the community and the environment

Contributing to energy transition was central to the Company’s operations.

Please refer to the 

sustainability report on 

pages 19 to 21

The desirability of the Company maintaining a reputation for high standards of business conduct

The Directors are dedicated to ensuring the maintenance of high standards of business conduct and 

corporate governance and will continue to do so as the wind-down progresses.

Please refer to page 

34 of the Corporate 

Governance Statement 

The need to act fairly as between members of the Company

The Board actively engages with shareholders and gave due consideration to their interests in 

concluding to proceed with a managed wind-down. All shareholders had the opportunity to vote on the 

managed wind-down at the Company’s General Meeting on 22 March 2024. 

Please refer to 

stakeholder 

engagement section on 

pages 24 to 25

Section 172(1) 

Statement 

22

Triple Point Energy Transition plc

Strategic report

/

PRINCIPAL DECISIONS 

Principal decisions have been defined as those that have a material impact to the Group and its key stakeholders. In 

taking these decisions, the Directors considered their duties under section 172 of the Act. Below we provide describe 

some of the principal decisions made by the Board in the year and demonstrate how the Board took account of 

stakeholders’ interest in making those decisions. 

WIND-DOWN AND ORDERLY REALISATION OF ASSETS 

The key decision taken during the year by the Board, was proposing an orderly wind-down of the Company. Given 

the Company’s persistent discount to NAV, the Board closely monitored shareholder feedback and noted a number 

of shareholders indicating a proactive approach to resolving the discount should be taken, considering all options. 

Following the feedback received, the Board commissioned a third-party review of the Company’s strategic options. It 

was determined that the most responsible course of action, both financially and in terms of shareholder value, would 

be to initiate a wind-down. Following the publication of the Circular on 5 March 2024, the Company engaged with 

shareholders and the feedback was almost overwhelmingly positive. 

RELATED PARTY TRANSACTIONS 

The disposals of the BESS Portfolio and the Boxed LED Facility were both to TPLL, another member of the Triple Point 

Group, and therefore were related party transactions. The Board carefully considered their obligations under Chapter 

11 of the Listing Rules and the transactions were considered fair and reasonable by J.P. Morgan, in its capacity as the 

Company’s sponsor. The Board concluded that the transactions were in the best interests of shareholders as each of 

the loans were sold for their carrying value. At the General Meeting on 22 March 2024, shareholders voted on the 

transactions and the resolutions were approved by over a 99% majority. 

REDUCTION IN SIZE OF BESS PORTFOLIO 

TENT and Field initiated discussions to assess the ongoing lending requirements of the borrower, following Field 

having completed a successful equity raise with DIF Capital Partners. Both parties arrived at a mutual decision to 

resize the facility from £45.6 million to £37.0 million. This was in the best interests of all involved and provided 

the Company with the potential opportunity to deploy the balance of £8.6 million into higher returning pipeline 

opportunities, ultimately benefiting the Company’s shareholders. 

23

2024 Annual Report

Strategic report

STAKEHOLDER 

SHAREHOLDERS

Why is it important to engage? 

It is essential that Directors understand the views of shareholders in order to be able to form a view of what is 

in the best interests of the Company. 

How have the Investment 

Manager/Directors engaged? 

The way in which we engage with our shareholders is set out on page 43 of the Corporate Governance Report. 

During the year, the Investment Manager met with the majority of shareholders. The Chair and the Senior 

Independent Director held several virtual meetings with shareholders, facilitated by J.P. Morgan. 

The Company held a capital markets day in September 2023, hosted by the Investment Manager and with 

Directors present and attended by shareholders and analysts. 

In October 2023, feedback was collected from over 90% of the shareholder base by J.P. Morgan, following the 

Company capital markets day in September 2023. 

What were the key topics of 

engagement? 

The key topics of discussion included: liquidity, the Company’s share price discount to NAV and the future of 

the Company.

What was the feedback 

obtained and/or the outcome 

of the engagement? 

In the feedback collected, a majority of shareholders expressed the view that the Company’s lack of liquidity 

and size were significant issues and encouraging more radical options be considered. Taking this into account, 

the Board commissioned a third-party review of the options for the Group, drawing on independent financial 

advice, and concluded that an orderly realisation of the Group’s assets and wind-down was in the best interest 

of the Company. On 22 March 2024 the shareholders approved the managed wind-down at a General 

Meeting. 

STAKEHOLDER 

INVESTMENT MANAGER

Why is it important to engage? 

The Investment Manager is responsible for executing the Investment Objective within the Investment Policy of 

the Company. 

How have the Investment 

Manager/Directors engaged? 

The Board maintains regular and open dialogue with the Investment Manager at Board meetings and has 

regular contact on operational and investment matters outside of meetings. 

The Management Engagement Committee is responsible for conducting periodic reviews of the Investment 

Manager. 

What were the key topics of 

engagement? 

The key topic of conversation during the year revolved around the future of the Company and the 

ultimate decision to propose an orderly wind-down and the amendments to the Investment Manager’s fee 

arrangements. 

What was the feedback 

obtained/and/or the outcome 

of the engagement? 

The Investment Manager has worked collaboratively with the Board and other advisers in respect of the 

Company’s orderly wind-down and this is evidenced by the progress made on disposals following shareholder 

approval to proceed on 22 March 2024. 

The Investment Manager agreed a new fee arrangement with the Board, and approved by shareholders, which 

incentivises the Investment Manager to execute disposals in a timely manner and on terms that are in the best 

interests of the Company and its shareholders. Further detail on the new fee arrangement can be found on 

page 48.

STAKEHOLDER 

SERVICE PROVIDERS

Why is it important to engage? 

As an externally managed Company, we are reliant on our service providers to conduct our core activities. 

We believe that fostering constructive and collaborative relationships, will assist in bringing about the best 

outcomes for the Company in its managed wind-down. 

How have the Investment 

Manager/Directors engaged? 

The Board maintains regular contact with its service providers, both through Board and Committee meetings, 

as well as outside the regular meeting cycle. 

The Management Engagement Committee is responsible for conducting periodic reviews of service providers. 

What were the key topics of 

engagement? 

The Board considered the appointment of advisers to assist with the wind-down. 

What was the feedback 

obtained and/or the outcome 

of the engagement? 

The Company appointed PricewaterhouseCoopers LLP as corporate financial adviser to assist with the disposal 

of the Group’s assets, given their expertise in the sector. 

Stakeholder 

Engagement

24

Triple Point Energy Transition plc

Strategic report

STAKEHOLDER 

ASSET-LEVEL COUNTERPARTIES

Why is it important to engage? 

Asset-level counterparties are an essential stakeholder group and engagement with them is important to 

ensure assets are operating safely and effectively. 

How have the Investment 

Manager/Directors engaged? 

The Investment Manager has developed strong working relationships with the asset-level counterparties and 

has regular communication with them to ensure the assets are being managed appropriately.

What were the key topics of 

engagement? 

The Investment Manager worked closely with the O&M contractors for the Hydroelectric Portfolio regarding 

the breakdowns that occurred at some of the sites. 

What was the feedback 

obtained and/or the outcome 

of the engagement? 

The damaged components were repaired and reinstalled as efficiently as possible and some improvements 

were made to prevent reoccurrence of the incidents. 

STAKEHOLDER 

INVESTEE COMPANIES/BORROWERS

Why is it important to engage? 

Investee companies and borrowers are companies in which TENT Holdings has invested either through debt or 

equity. They are an essential stakeholder and engagement with them, particularly the individuals responsible 

for their operations, is important to ensure the maintenance and performance of each investee company. 

How have the Investment 

Manager/Directors engaged? 

The Investment Manager holds Board positions on the Hydroelectric Portfolio. 

Each investee company and borrower have certain reporting obligations to the Group. 

What were the key topics of 

engagement? 

The Investment Manager worked closely with Field on a number of matters, including the resizing of the facility 

to £37.0 million and the subsequent sale to TPLL. 

The Investment Manager engaged with Boxed to facilitate the sale of its receivables finance facility to TPLL.

What was the feedback 

obtained and/or the outcome 

of the engagement? 

Field’s co-operation assisted in ensuring positive outcomes for all parties and the timely completion of the sale 

on 19 April 2024. 

The Boxed LED Facility was successfully sold to TPLL, at its carrying value, following shareholder approval on 

22 March 2024. 

STAKEHOLDER

LENDERS

Why is it important to engage? 

The lenders provided an essential source of finance for the Group during the year, allowing it to meet its 

investment obligations. 

How have the Investment 

Manager/Directors engaged? 

The Investment Manager provided reporting to the Lender on covenant compliance and held discussions with 

the lenders as required. 

What were the key topics of 

engagement? 

The Group, via the Investment Manager, held discussions with the lenders regarding the repayment and 

cancellation of the RCF. 

What was the feedback 

obtained and/or the outcome 

of the engagement? 

The £40 million RCF was successfully repaid and cancelled on 19 April 2024. 

25

2024 Annual Report

Strategic report

The Board and the Investment Manager recognise that 

risk is inherent in the operation of the Company and are 

committed to effective risk management to ensure that 

shareholder value is protected and maximised.

As an externally managed investment company, the 

Company outsources key services to the Investment 

Manager and other service providers and relies primarily 

on their systems and controls. The Board has ultimate 

responsibility for oversight of risk management and 

internal controls within the Company and sets the risk 

appetite. Post period end and given the decision and 

change in strategy, the risk appetite has been reviewed 

to ensure it aligns and supports the shareholder 

outcomes. 

Quarterly, the Investment Manager presents the 

Company’s top risks, changes since the previous quarter, 

risks outside of appetite and emerging risks to the Board 

for their review. The Board assesses and challenges 

the effectiveness of the Investment Manager’s risk 

management and controls against the risk appetite to 

manage risks within that appetite, particularly those which 

would threaten its business model, future performance, 

solvency, valuation, liquidity or cause reputational 

damage. Further details of the Board’s activities relating 

to risk can be found on pages 26 to 30. 

The Investment Manager has responsibility for 

identifying potential risks at an early stage, escalating 

risks or changes to risk, and relevant considerations and 

implementing appropriate mitigations which are recorded 

in the Group’s risk register. 

Where relevant the financial model is stress tested to 

assess the potential impact of certain risks against the 

likelihood of occurrence. In assessing risks, both internal 

controls and external factors that could mitigate the risk 

are considered. A post mitigation (residual) risk score 

is then determined for each principal risk. The Group’s 

detailed risk register identifying risks and controls to 

mitigate their potential impact and/or likelihood is 

maintained by the Investment Manager, and subject to an 

annual review by the Board. 

/

RISK APPETITE 

Managing risk is fundamental to the delivery of the 

Company’s strategy, and this is achieved by defining risk 

appetite and managing risks within that appetite. Risk 

appetite is the level of risk the Company is willing to 

take to achieve its strategic objectives. The Board has 

defined its risk appetite using a category of risks inherent 

to the environment in which the Company operates. 

This enables the actual risks which are identified by the 

Investment Manager to be compared to the defined 

appetite, to identify where any additional mitigation 

activity is required and specifically where management 

should focus their attention. The Company aims to 

manage its risks within the tolerance set by the Board. 

Any risks outside of appetite are subject to additional 

oversight and action planning. 

The Board has reviewed the Company’s appetite for each 

of the principal risks set out below. The Company’s risk 

management framework is designed to manage rather 

than eliminate the risk of failure to achieve objectives and 

breaches of risk appetite. 

Risk 

Management 

26

Triple Point Energy Transition plc

Strategic report

/

PRINCIPAL RISKS AND UNCERTAINTIES 

The table below sets out what we believe to be the principal risks and uncertainties facing the Group. The table 

does not cover all of the risks that the Group may face. The Board defines the Group’s risk appetite, enabling the 

Group, in both quantitative and qualitative terms, to judge the level of risk it is prepared to take in achieving its 

overall objectives. Additional risks and uncertainties not presently known to management or deemed to be less ma-

terial at the date of this report may also have an adverse effect on the Group.

Risk Impact

High

Moderate 

to High

4,5,7,8, 

9,10

Moderate

6

1,2

Low to 

Moderate

3

Low

Low

Low to 

Moderate

Moderate

Moderate 

to High

High

Likelihood

Risk

1

Sale of assets - realisation 

2

Volatility of NAV and/or share price 

3

Failure to manage competitive tensions 

4

Inadequate or inappropriate execution of wind-down 

5

Inaccurate, inappropriate or untimely transactions during wind-down 

6

Post-sale liabilities 

7

Asset diversification during wind-down

8

Reliance on the Investment Manager

9

Failure to maximise tax efficiency during the wind-down 

10

Reliance on the performance of third-party service providers

1. SALE OF ASSETS - REALISATION 

RISK DESCRIPTION 

MITIGATION 

POST MITIGATION 

IMPACT

The Company’s assets may not be realised 

at their carrying value or at all, due to 

macroeconomic considerations, niche nature 

of investments, changes in government, 

economic, fiscal, or political policy, operational 

mismanagement, structure of contracts or 

quality of counterparties, leading to a reduction 

in the value of assets on sale. 

The order of the overall sales process has been designed to optimise 

the timings in order to realise best value for shareholders in a 

reasonable time frame. The advisers and Investment Manager closely 

monitor market conditions and will adjust the timing and strategy for 

asset sales to optimise the value. The Board has regular meetings 

with advisers and the Investment Manager to oversee progress. 

Efforts are made in the individual sales processes to engage with 

multiple potential buyers to enhance competitive tension and secure 

favourable prices. 

Moderate

POST MITIGATION 

LIKELIHOOD

Moderate to High

CHANGE IN 

YEAR

New

2. VOLATILITY OF NET ASSET VALUE AND/OR SHARE PRICE

RISK DESCRIPTION 

MITIGATION 

POST MITIGATION 

IMPACT

Volatility in the Net Asset Value and/or share 

price as a result of possible changes to the 

portfolio structure following the change in 

strategic direction; influenced by loss of 

confidence in valuations, underperformance of 

asset or non-payment from underlying revenue 

counterparties, or of any deferred consideration, 

leading to decreased investor confidence, and 

fluctuation in the market value of the Company’s 

shares.

The bi-annual valuation process is robust, supported by an 

independent adviser and with challenge from the Board and 

the auditors. The Investment Manager implements robust risk 

management strategies and closely monitors the portfolio's 

performance. There is transparent communication with shareholders 

on underlying performance and valuation drivers is maintained to 

manage expectations and provide updates on mitigating actions. 

Moderate

POST MITIGATION 

LIKELIHOOD

Moderate to High

CHANGE IN 

YEAR

New

27

2024 Annual Report

Strategic report

5. INACCURATE, INAPPROPRIATE OR UNTIMELY TRANSACTIONS DURING WIND-DOWN 

RISK DESCRIPTION 

MITIGATION 

POST MITIGATION 

IMPACT

Inaccurate, inappropriate or untimely 

transactions during the execution of sale of 

assets, due to legal and regulatory challenges, 

valuation disputes, due diligence findings, 

financing difficulties, and/or logistical issues, 

leading to, transaction delays, increased costs, 

failed transactions, valuation disputes, regulatory 

penalties and operational disruption. 

A structured wind-down plan is being implemented by a third-

party expert to ensure timely and accurate transactions, minimising 

disruptions. The Investment Manager conducts thorough due 

diligence on the portfolio assets and, when appropriate, advises the 

Board to engage legal and financial advisors to navigate potential 

regulatory challenges and valuation disputes. 

Moderate 

POST MITIGATION 

LIKELIHOOD

Moderate 

CHANGE IN 

YEAR

New

3. FAILURE TO MANAGE COMPETITIVE TENSIONS

RISK DESCRIPTION 

MITIGATION 

POST MITIGATION 

IMPACT

Failure to manage competitive tensions, and 

maximise outcomes for shareholders, due to 

inadequate strategies to create and maintain 

tension between buyers during the asset 

sale process, such as poor marketing, lack or 

outreach to a broad range of buyers, insufficient 

sales materials or ineffective negotiation tactics, 

leading to lower sale prices, extended sales 

process, weaker negotiation position, investor 

dissatisfaction and reduced overall returns. 

An experienced third-party corporate finance adviser has been 

appointed to manage the sales processes. The enhanced marketing 

efforts have led to engagement with a broad spectrum of potential 

buyers and employs experienced negotiators to ensure competitive 

bidding and optional sale outcomes. 

Low to Moderate 

POST MITIGATION 

LIKELIHOOD

Moderate to High

CHANGE IN 

YEAR

New

4. POST-SALE LIABILITIES 

RISK DESCRIPTION 

MITIGATION 

POST MITIGATION 

IMPACT

Inadequate or inappropriate execution of 

the wind-down (as a whole), due to strategic 

misalignment, operational failures, resource 

constraints, coordination failures and/or 

unexpected market conditions, leading to 

inability to meet objectives, operational 

disruptions, increased costs, stakeholder 

dissatisfaction and reputational damage. 

The Investment Manager is overseeing a detailed wind-down plan, 

aligning strategic goals and operational processes. Third-party 

advisers have been appointed. The Investment Manager is paid to be 

fully resourced. Regular progress reviews are conducted to identify 

and address resource constraints and coordination issues. 

Moderate to High 

POST MITIGATION 

LIKELIHOOD

Low to Moderate 

CHANGE IN 

YEAR

New

28

Triple Point Energy Transition plc

Strategic report

7. ASSET DIVERSIFICATION DURING WIND-DOWN

RISK DESCRIPTION 

MITIGATION 

POST MITIGATION 

IMPACT

Asset diversification will be reduced as 

investments are realised and concentrated in 

fewer holdings, due to the nature of wind-down, 

leading to stranded assets and a reduction in 

overall value of the portfolio, in turn impacting 

listing obligations. 

The new Investment Policy to implement the wind-down was 

approved by shareholders. A structured wind-down process is being 

managed and overseen to maximise values. A delisting will take place 

once the members’ voluntary liquidation process starts at the end of 

the wind-down. 

Low to Moderate

POST MITIGATION 

LIKELIHOOD

Moderate to High 

CHANGE IN 

YEAR

New

6. POST-SALE LIABILITIES 

RISK DESCRIPTION 

MITIGATION 

POST MITIGATION 

IMPACT

The Company may incur additional post-sale 

liability due to the disposal of, damage to or 

delays or deferred consideration in sales of 

investments, leading to a potential increase in 

financial obligations post-disposal. 

The third-party adviser and Investment Manager carefully evaluate 

potential liabilities before finalising sales and negotiate terms to limit 

post-sale obligations. Provisions are made to cover any unforeseen 

liabilities. 

Moderate

POST MITIGATION 

LIKELIHOOD

Moderate

CHANGE IN 

YEAR

New

8. RELIANCE ON THE INVESTMENT MANAGER

RISK DESCRIPTION 

MITIGATION 

POST MITIGATION 

IMPACT

The Company's performance is highly 

dependent on the capabilities of the 

Investment Manager, due to their ability to 

provide competent, attentive and efficient 

services, leading to a direct impact on the 

company's operations and success, operational 

inefficiencies, reduced investment returns and 

potential reputational damage. 

The Company ensures that the Investment Manager adheres to high 

standards of performance through regular reviews and audits and the 

Board maintain and open dialogue to ensure that there is continued 

engagement and focus on deliverables. 

Moderate to High 

POST MITIGATION 

LIKELIHOOD

Low to Moderate 

CHANGE IN 

YEAR

Stable

29

2024 Annual Report

Strategic report

9. FAILURE TO MAXIMISE TAX EFFICIENCY DURING WIND DOWN

RISK DESCRIPTION 

MITIGATION 

POST MITIGATION 

IMPACT

Failure to maximise tax efficiency during wind 

down, due to inadequate tax planning, lack of 

specialised tax knowledge, failure to identify 

and apply tax reliefs and exemptions, poor 

coordination between tax advisors and other 

professionals, and/or insufficient time allocated 

for thorough tax planning, leading to increased 

tax liability, decreased financial performance, 

regulatory penalties, reduced investor 

confidence, and missed opportunity costs. 

Specialist tax advisors have been engaged to ensure comprehensive 

tax planning on the wind-down. Regular reviews and updates on tax 

strategies are conducted to identify and apply relevant tax reliefs and 

exemptions. Co-ordination between advisors is prioritised to optimise 

tax efficiency. 

Moderate to High 

POST MITIGATION 

LIKELIHOOD

Low to Moderate 

CHANGE IN 

YEAR

New

10. RELIANCE ON THE PERFORMANCE OF THIRD-PARTY SERVICE PROVIDERS 

RISK DESCRIPTION 

MITIGATION 

POST MITIGATION 

IMPACT

The Company is reliant on the performance of 

third-party service providers for its executive 

function and services, due to the Company 

setup being non-executive and no employees, 

leading to potential for operational disruptions, 

strategic misalignments if third parties 

underperform or fail to meet expectations. 

The Company selects third-party providers through a rigorous vetting 

process, sets clear performance expectations, and conducts regular 

evaluations to ensure alignment with Company goals. Contracts 

include service level agreements (SLAs) to mitigate the risk of 

underperformance. 

The managed wind-down process has a number 

of additional expert advisers being co-ordinated by the Investment 

Manager. Regular all-party meetings are held to minimise risks. 

Moderate to High 

POST MITIGATION 

LIKELIHOOD

Low to Moderate 

CHANGE IN 

YEAR

New

The annual report highlights the principal risks we have identified as being material to the successful execution of the 

strategy and therefore are being monitored more closely by the Board. It should be noted that there is a broader set 

of lower rated risks, that are actively being managed and monitored by the Investment Manager. Should there be a 

deviation in their assessment or materiality, the Investment Manager will ensure suitable notification to the Board for 

awareness outside of the usual reporting cycle.

As the Company transitions from an active phase to a wind-down stage, certain risks identified in last year’s annual 

report are no longer relevant and have been retired. Consequently, new risks have emerged that more accurately 

reflect the current status and challenges of the wind-down process. This shift ensures that our risk management 

framework remains relevant and responsive to the Company’s evolving circumstances and has enabled us to manage 

alongside the existing inherent risks, those that are pertinent to the winding down of operations.

/

EMERGING RISKS 

Emerging risks are characterised by a degree of uncertainty and the Investment Manager and the Board consider new 

and emerging risks every six months. These risks typically have a longer time horizon and are difficult to accurately 

assess when they would impact the risk exposure. Given the change in strategic direction and progress to date in 

delivering on the orderly realisation of assets, there are no specific emerging risks that are of material concern to the 

Board. Emerging risk will continue to feature in Board discussions, especially if the sale of assets becomes protracted. 

We are vigilant to aspects that may influence our ability to deliver the best possible outcomes for shareholders. 

30

Triple Point Energy Transition plc

Strategic report

The Directors, with the support of the Investment 

Manager, have carried out a robust assessment of the 

emerging and principal risks facing the Group that 

would threaten its business model, future performance, 

solvency or liquidity.

The Board normally conducts a going concern and 

viability review, however following the results of the 

General Meeting on 22 March 2024 where shareholders 

approved the managed wind-down, the Company is 

no longer a going concern and therefore a viability 

statement has been prepared for a period of three 

years from the balance sheet date as developments 

are considered to be reasonably foreseeable over this 

period. A period of three years is deemed appropriate 

as this aligns with the final contractual payment due 

from the CHP deferred consideration. Furthermore, 

if the sale of the Hydroelectric Portfolio is delayed 

beyond the next financial year, the three-year period 

should offer sufficient time to complete the disposal of 

the full portfolio and complete the liquidation process. 

The Board considers that the Group will remain viable 

until the point at which its assets are fully sold, and the 

voluntary liquidation is completed.

In making the viability assessment, the Board and 

Investment Manager have taken the following factors 

into consideration:

•

the nature and liquidity of the remaining Company 

portfolio (long-term, revenue generating 

Investments);

•

the sales process currently underway to realise the 

remaining investments;

•

the potential impact of the principal risks and 

uncertainties;

•

operating expenditure, particularly the costs 

associated with the orderly wind-down process; 

and

•

future dividends.

The viability analysis has been prepared on the 

assumption that the Group’s remaining investments, 

comprising of debt investments and the Hydroelectric 

Portfolio, are fully operational with economic lives 

well in excess of the expected wind-down period, the 

voluntary liquidation and the three-year viability review 

period. The Group benefits from long-term cash flows 

and a set of risks that can be identified and assessed. 

The loan investments contribute a fixed return, and 

the Hydroelectric Portfolio contributes returns based 

on its upward only RPI linked revenue flow under a UK 

government arrangement. The Hydroelectric Portfolio 

also benefits from fixed price PPAs, with institutional 

counterparties, until the end of FY25. Forecast revenues 

thereafter are subject to wholesale power prices whose 

levels are based upon qualified independent forecasts. 

The projects are each supported by detailed financial 

models.

The Board is satisfied that, prior to their anticipated 

sale, the underlying investments held will continue to be 

cash generative enabling the Group to meet all financial 

obligations. Furthermore, the Group holds sufficient 

cash reserves with a total cash balance of £18.7million 

at 31 May 2024, which is deemed sufficient to support 

the Group during the managed wind-down period and 

under a stressed scenario during the review period. The 

sale proceeds will add to the available cash resources. 

The Directors believe that the Company is well placed 

to manage its business risks successfully. Based on the 

results, the Board confirms that, taking into account 

the Company’s current position and subject to the 

principal risks faced by the business, the Company will 

be able to meet its liabilities as they fall due for a period 

of at least three years from the balance sheet date, 

notwithstanding that the Group is currently undergoing 

a managed wind-down and expects to enter voluntary 

liquidation in this timeframe.

/

BOARD APPROVAL OF THE 

STRATEGIC REPORT 

The Strategic Report has been approved by the Board 

of Directors and signed on its behalf by the Chair. 

John Roberts 

Chair 

21 June 2024

Viability Statement 

31

2024 Annual Report

Strategic report

Governance

Triple Point Energy Transition plc

34

Governance

Chair’s Introduction

/

STATEMENT OF COMPLIANCE 

The Board has considered the Principles and Provisions 

of the AIC Code of Corporate Governance (“AIC Code”). 

The AIC Code addresses the Principles and Provisions 

set out in the UK Corporate Governance Code (the “UK 

Code”), as well as setting out additional Provisions on 

issues that are of specific relevance to Triple Point Energy 

Transition plc. 

The Board considers that, as an investment company, 

reporting against the Principles and Provisions of the 

AIC Code, which has been endorsed by the Financial 

Reporting Council, provides more relevant information to 

shareholders, than the UK C

ode. The Company has fully 

complied with the Principles and Provisions of the AIC 

Code or otherwise explained non-compliance below. 

The AIC Code is available on the AIC website 

(www.theaic.co.uk). It includes an explanation of how the 

AIC Code adapts the Principles and Provisions set out 

in the UK Code to make them relevant for investment 

companies. 

On behalf of the Board:

John Roberts 

Chair 

21 June 2024 

The Board is dedicated to ensuring robust governance 

processes are in place and that suitable and thorough 

information is received from the Investment Manager 

and other third-party service providers. We believe that 

good governance provides the foundation for an open, 

informed and transparent environment which supports 

good decision-making and encourages constructive 

communications with our shareholders. 

The Board and its Committees have in place detailed 

agendas of items to review and monitor internal control 

systems. The Board has implemented key policies and 

has developed its risk appetite to help mitigate potential 

risks, to the extent possible, and established best practice 

procedures for areas such as the Market Abuse Regulation, 

conflicts of interest and bribery and corruption. I am 

pleased with the good governance to date. I will continue 

to provide leadership and will build upon the standards 

that have already been implemented. In this section of 

the annual report, we report on our compliance with the 

principles of corporate governance and highlight the key 

governance events which have taken place in the year. 

JOHN ROBERTS,

CHAIR

2024 Annual Report

35

Governance

Application of 

AIC Code Principles 

The table below explains how we have applied the main principles of the AIC Code. 

/

AIC CODE PRINCIPLE

/

COMPLIANCE STATEMENT

/

INSTANCES OF 

NON-COMPLIANCE

A

A successful company is led by 

an effective board, whose role 

is to promote the long-term 

sustainable success of the company, 

generating value for shareholders 

and contributing to wider society. 

The Directors are considered to have the appropriate balance of 

skills, experience, length of service and knowledge of the Company, 

the energy sector and the investment trust sector to act effectively. 

The Directors act in the way he/she considers, in good faith, would 

be most likely to promote the success of the Company for the benefit 

of its members as a whole and in doing so have regards to other 

stakeholders. 

None

B

The board should establish the 

company’s purpose, values and 

strategy, and satisfy itself that these 

and its culture are aligned. 

All directors 

must act with integrity, lead by example 

and promote the desired culture. 

The Board believes that a strong corporate governance culture is 

essential for the Company to achieve its Investment Objective. 

This culture promotes openness and transparency with all its key 

stakeholders, particularly its shareholders. 

The Board is responsible for the Group’s Investment Objective and 

Investment Policy and has overall responsibility for ensuring the 

Group’s activities are in line with the overall strategy. 

None

C

The board should ensure that the 

necessary resources are in place for 

the company to meet its objectives 

and measure performance against 

them. 

The board should also 

establish a framework of prudent 

and effective controls, which enable 

risk to be assessed and managed. 

The Audit Committee reviews the Group’s internal financial controls 

and the Group’s internal control and risk management systems, as 

explained on page 45. 

The Group has in place the following key internal controls: 

È

Board risk appetite, reviewed and updated annually, as required; 

È

a quarterly report to the Board, identifying the top risks, 

movements since the prior quarter, emerging risks and any risks 

outside of the Board’s appetite;

È

a risk register identifying risks and controls to mitigate their 

potential impact and/or likelihood is maintained by the 

Investment Manager, subject to the supervision and oversight 

of the Board; 

È

reporting on compliance with the investment trust conditions; 

È

internal control reports of the Investment Manager, Administrator 

and other key service providers are reviewed by the Audit 

Committee; 

È

Annual review of the Company’s financial position and prospects 

procedures memorandum;

È

the Investment Manager and Administrator prepare forecasts 

and management accounts which allow the Board to assess 

performance; and 

È

there is an agreed and defined Investment Policy, specified 

levels of authority and exposure limits in relation to investments. 

None

D

In order for the company to 

meet its responsibilities to 

shareholders and stakeholders, 

the board should ensure effective 

engagement with, and encourage 

participation from, these parties. 

The Board encourages participation from its shareholders at its AGM. 

The Company’s Broker offer

s

calls with the Chair to key shareholders 

each year.

The Investment Manager is

in regular contact with the Company’s 

key stakeholders and report

s

to the Board at least quarterly. 

The s.172 statement on page 22 provides a further explanation on 

the Board’s approach to stakeholder engagement. 

None

Triple Point Energy Transition plc

36

Governance

/

AIC CODE PRINCIPLE

/

COMPLIANCE STATEMENT

/

INSTANCES OF 

NON-COMPLIANCE

E

The chair leads the board and is 

responsible for its overall effectiveness 

in directing the company. 

They 

should demonstrate objective 

judgement throughout their tenure 

and promote a culture of openness 

and debate. 

In addition, the chair 

facilitates constructive board relations 

and the effective contribution of all 

non-executive directors, and ensures 

that directors receive accurate, 

timely and clear information. 

The Chair promotes constructive debate and facilitates a supportive, 

co-operative and open environment between the Investment 

Manager and the Directors. 

The Chair sets the agenda for the Board and, in conjunction with 

the Company Secretary, ensures that accurate, timely and clear 

information is circulated to the Directors, and sufficient time is given 

in meetings to review all agenda items thoroughly. 

None

F

The board should consist of an 

appropriate combination of directors 

(and, in particular, independent non-

executive directors) such that no one 

individual or small group of individuals 

dominates the board’s decision making. 

All Board members are independent non-executive Directors, who 

continue to be independent of the Investment Manager. 

None

G

Non-executive directors should 

have sufficient time to meet their 

board responsibilities. 

They should 

provide constructive challenge, 

strategic guidance, offer specialist 

advice and hold third party 

service providers to account. 

As part of the process for the appointment of the Directors, the 

Directors are made aware of the expected time commitment of their 

role. 

The Directors assess their time commitment to the role as part of the 

annual Board evaluation. 

The Directors hold or have held senior positions in industry and 

commerce and contribute a wide range of skills, experience and 

objective perspective to the Board. 

The Management Engagement Committee undertakes an annual 

review of the Investment Manager and other key service providers. 

None

H

The board, supported by the company 

secretary, should ensure that it has 

the policies, processes, information, 

time and resources it needs in order 

to function effectively and efficiently. 

The Chair sets the agenda for the Board and, in conjunction with 

the Company Secretary, ensures that accurate, timely and clear 

information is circulated to the Directors five working days prior to 

the meeting. 

The Board has implemented various policies and procedures to 

ensure the Company runs effectively and efficiently. 

None

I

Appointments to the board should 

be subject to a formal, rigorous and 

transparent procedure, and an effective 

succession plan should be maintained. 

Both appointments and succession 

plans should be based on merit and 

objective criteria and, within this 

context, should promote diversity of 

gender, social and ethnic backgrounds, 

cognitive and personal strengths. 

The Board has yet to consider any new Board appointments. All 

Board appointments will be made on merit and have regard to 

diversity regarding factors such as gender, skills, background and 

experience. 

During the year, the Nomination Committee discussed succession 

planning. 

The Board is currently comprised of two male and two female 

Directors. 

None

J

The board and its committees should 

have a combination of skills, experience 

and knowledge. 

Consideration 

should be given to the length of 

service of the board as a whole and 

membership regularly refreshed. 

The Directors hold or have held senior positions in industry and 

commerce and contribute a wide range of skills, experience and 

objective perspective to the Board. 

The Board considers that the length of time each Director, including 

the Chair, serves on the Board should not exceed nine years, in 

line with best practice. Length of service of current Directors and 

future succession planning is reviewed each year by the Nomination 

Committee. 

None

2024 Annual Report

37

Governance

/

AIC CODE PRINCIPLE

/

COMPLIANCE STATEMENT

/

INSTANCES OF 

NON-COMPLIANCE

K

Annual evaluation of the board should 

consider its composition, diversity 

and how effectively members work 

together to achieve objectives. 

Individual evaluation should 

demonstrate whether each director 

continues to contribute effectively. 

In light of the managed wind-down process the Board has not 

conducted a formal performance evaluation of its own performance, 

its committees and individual Directors. 

Explained

L

The board should establish formal and 

transparent policies and procedures 

to ensure the independence and 

effectiveness of external audit functions 

and satisfy itself on the integrity of 

financial and narrative statements. 

The Audit Committee monitors the performance, objectivity and 

independence of the external auditors and this is assessed by 

the committee each year. In evaluating BDO’s performance, the 

Audit Committee examines the robustness of the audit process, 

independence and objectivity of the auditor and the quality of 

delivery. 

None

M

The board should present a fair, 

balanced and understandable 

assessment of the company’s 

position and prospects. 

The Audit Committee satisfies itself that the annual report taken as 

a whole is fair, balanced and understandable. The assessment of the 

performance during the year and the judgements, estimates and 

assumptions made throughout the annual report are considered 

formally as a committee agenda item. 

None

N

The board should establish 

procedures to manage risk, oversee 

the internal control framework, and 

determine the nature and extent of 

the principal risks the company is 

willing to take in order to achieve 

its long-term strategic objectives. 

The Company relies on third

-

party service providers to conduct its 

day-to-day operations. The Audit Committee receive internal control 

reports from the Investment Manager, Administrator, and other key 

service providers, which provide assurance as to the effectiveness of 

each of their internal control and risk management systems.

The Board has set its risk appetite. The Board receive a quarterly 

report from the Investment Manager which details the top risks, 

movements since the prior quarter, emerging risks and any risks 

outside of the Board’s appetite. The Board conducts a detailed 

review of the entire risk register on at least an annual basis. Given the 

wind-down phase the Company is now in, the risk register has been 

reviewed and updated to reflect risks relevant to the wind-down. 

The Board receives a quarterly depositary report prepared by 

INDOS Financial Limited who are responsible for cash monitoring, 

asset verification and oversight of the Group. Additionally, the 

Board receives quarterly reporting from the Investment Manager in 

performing its functions under the AIFMD. 

None

O

Remuneration policies and 

practices should be designed to 

support strategy and promote 

long-term sustainable success. 

The Group does not have any executive Directors or employees, 

and, as a result, operates a simple and transparent remuneration 

policy with no variable element, that reflects the non-executive 

Directors’ duties, responsibilities and time spent. Full details of the 

remuneration policy can be seen on 

pages 54 to 55. 

None

P

A formal and transparent procedure 

for developing policy remuneration 

should be established. 

No director 

should be involved in deciding their 

own remuneration outcome. 

The Company does not have any executive Directors or employees, 

and, as a result, operates a simple and transparent remuneration 

policy with no variable element, that reflects the non-executive 

Directors’ duties, responsibilities and time spent. 

None

Q

Directors should exercise independent 

judgement and discretion when 

authorising remuneration outcomes, 

taking account of company 

and individual performance, 

and wider circumstances. 

During the year there have been no major decisions or changes 

related to the Directors’ remuneration. 

Director’s do not consider their own remuneration and in any case the 

Group’s Remuneration Policy has no variable element to be applied. 

None

Triple Point Energy Transition plc

38

Governance

Board of Directors

DR JOHN ROBERTS CBE, NON-EXECUTIVE CHAIR (78)

Appointed:

21 August 2020

Skills and experience:

Dr. John Roberts has significant experience in the energy and utilities 

sectors with a 40-year executive career including senior roles at Manweb 

plc, Hyder plc and culminating with his role as Chief Executive of United 

Utilities plc (a long-term constituent of the FTSE 100) from which he retired 

in 2006. John is a keen advocate for the environment and, amongst other 

roles, was a member of the Royal Commission on Environmental Pollution, 

Ofgem’s Environmental Advisory Panel and the Renewables Advisory Board, 

he was also previously Chairman of the North-West Energy Council. 

A qualified engineer and Chartered Certified Accountant, John 

was made a Doctor of Engineering by the University of Liverpool 

and an Honorary Fellow of Liverpool John Moores University. 

He was awarded a CBE in 2004 for his services to the utilities industry. 

Committee memberships: 

Management Engagement Committee

Nomination Committee 

Principal external 

appointments: 

None

ROSEMARY BOOT, NON-EXECUTIVE SENIOR INDEPENDENT 

DIRECTOR (61)

Appointed:

21 August 2020

Skills and experience: 

Rosemary Boot has an investment banking background with 16 years at 

UBS Warburg, following which she was appointed Group Finance Director 

of The Carbon Trust, a position she held for over 10 years. Rosemary then 

held senior executive positions including at Circle Housing and, finally, was 

Chief Financial Officer of Future Cities Catapult, stepping down in 2016. 

Rosemary’s knowledge of the wider low carbon technology sector has been 

built up over 20 years with other recent roles including trustee of the Green 

Alliance Trust, and co-founder and 

director of Chapter Zero Limited. She is 

also a Non-Executive Director of a number of listed and unlisted companies. 

Committee memberships: 

Audit Committee (Chair)

Management Engagement Committee

Nomination Committee

Principal external 

appointments: 

Chapter Zero Limited (Co-Founder and Non-Executive Director) 

Impact Healthcare REIT plc (Non-Executive Director) 

Urban&Civic plc (Non-Executive Director) 

2024 Annual Report

39

Governance

SONIA MCCORQUODALE, NON-EXECUTIVE DIRECTOR (49)

Appointed:

21 August 2020

Skills and experience: 

Sonia McCorquodale has a background in the renewable energy sector 

with an executive career with a range of companies spanning start up, 

operational, PFI managed and an A-rated utility group. In her current 

role as Trading and Optimisation Director for Drax she manages teams 

optimising hydro, run of river, biomass and trading global commodities. 

Prior to this, she was Managing Director for the Commercial division 

of Welsh Water Limited and prior to that she was Head of Commercial 

Projects for AIM listed renewable energy company, Good Energy 

Limited. Over the past 20 years, Sonia has sat on numerous steering 

committees and trade bodies including, more recently, the CBI Heat Policy 

Group and Entrepreneurial Women in Renewable Energy (EWIRE). 

Committee memberships: 

Audit Committee 

Management Engagement Committee 

Nomination Committee (Chair) 

Principal external 

appointments: 

Drax Power Limited (Trading and Optimisation Director)

DR ANTHONY WHITE MBE, NON-EXECUTIVE DIRECTOR (71)

Appointed:

21 August 2020

Skills and experience: 

Dr Anthony White has over 35 years’ experience in international power markets 

and the low carbon economy from capital markets, analytical and industry 

strategy roles. His key executive responsibilities included establishing the Uplift 

Management Incentive Scheme at National Grid, where he became Group 

Head of Strategy in the 1990s, and being lead analyst for Citigroup’s top 

ranked pan-European power team. More recently, Anthony was a Managing 

Director of Climate Change Capital, a specialist low carbon advisory and 

asset management business, and still consults on developments in the low 

carbon economy through his company, BW Energy Limited. Anthony has 

participated in numerous government advisory bodies on UK energy and 

power including the Energy Advisory Panel, Commission on Environmental 

Markets and Economic Reform, Energy Networks Strategy Group and the 

House of Commons Select Committee on Energy & Climate Change. 

Anthony was appointed an MBE in 2004 for services to UK energy policy. 

Committee memberships: 

Audit Committee 

Management Engagement Committee (Chair)

Nomination Committee 

Principal external 

appointments: 

Green Energy Options Ltd (Director) 

B W Energy Limited (Director) 

Pickfords Wharf RTM Company Limited (Director)

Bialik-Langworth Limited (Director)

Longspur Capital (Senior Advisory Board)

Star Energy Group plc (Director)

Triple Point Energy Transition plc

40

Governance

Corporate 

Governance 

/ RESPONSIBILITIES

The Board aligns its purpose, values and strategy 

through a strong corporate governance culture. 

The Board is responsible for leading and controlling 

the Company and has oversight of the management 

and conduct of the Company’s business, strategy and 

development. The Board determines the Investment 

Objectives and Investment Policy and risk appetite 

and has overall responsibility for the Group’s activities, 

including review of investment activity and performance. 

The Board is also responsible for the control and 

supervision of the Investment Manager (who is also the 

Company’s AIFM) and compliance with the principles 

and recommendations of the AIC Code. The Board 

ensures the maintenance of a sound system of internal 

controls and risk management (including financial, 

operational and compliance controls) and reviews the 

overall effectiveness of systems in place. The Board is 

responsible for approval of any changes to the capital, 

corporate and/or management structure of the Company. 

The Board’s main focus is to promote the success of 

the Company, to deliver value for shareholders and 

contribute to wider society. The Board does not routinely 

involve itself in day-to-day business decisions, but there 

is a formal schedule of matters that require the Board’s 

specific approval. In all interactions with the Investment 

Manager, its service providers, and particularly with 

its shareholders, the Board values openness and 

transparency. 

The Investment Manager is responsible for making 

investments and now disposals in line with the 

Investment Objectives, Investment Policy and Board 

approved risk appetite, portfolio management and risk 

management of the Company pursuant to AIFMD. 

The key matters reserved to the Board, include but are 

not limited to: 

È

approval of Board appointments and removals and 

agreement of continue in office; 

È

review of the structure, size and composition of the 

Board, taking account of recommendations from the 

Nomination Committee; 

È

conducting an annual review of its own performance, 

including assessment of independence of Directors 

and tenure; 

È

the appointment, termination, and regular 

assessment of the performance of the principal 

advisers, including the Investment Manager, 

Tax Advisers, Legal Advisers, Financial Advisers, 

Administrator and Company Secretary, Brokers, 

Registrar, Depositary and Auditor; 

È

managing conflicts of interest of Directors; 

È

overall leadership of the Company and setting of its 

purpose, culture, values and standards; 

È

setting the business strategy, including the ongoing 

review of the Company’s Investment Objectives, 

Policy and restrictions; 

È

the approval of annual and half yearly financial 

reports, to 31 March and 30 September respectively, 

dividends, accounting policies and significant 

changes in accounting practices; 

È

Stock Exchange related matters, including the 

approval of communications to the Stock Exchange, 

and communications with shareholders, other than 

announcements of a routine nature; 

È

ensuring the maintenance of a system of internal 

controls and risk management; 

È

establishing a risk appetite and providing supervision 

and oversight of the risk register; 

È

the review of the adequacy of corporate governance 

procedures; 

È

approval of changes to the capital structure, 

dividend policy, borrowing facilities and any banking 

relationships, hedging strategy, cash management 

strategy and policies; 

È

approval of any related party transactions subject to 

further regulatory requirements; and 

È

oversight of the Company’s operations ensuring 

compliance with statutory and regulatory obligations. 

2024 Annual Report

41

Governance

/

BOARD MEMBERSHIP AND 

ATTENDANCE

During the year to 31 March 2024, the number of 

meetings attended by each Director was as follows: : 

Director

Scheduled 

Quarterly 

Board 

meetings*

Ad-hoc 

Board 

meetings 

Dr John Roberts

4/4

15

/

15

Rosemary Boot

4/4

15

/

15

Dr Anthony White

4/4

13/

15

Sonia McCorquodale

4/4

15

/

15

*

Number of scheduled meetings attended/maximum number of meetings that 

the Director could have attended 

The ad-hoc Board meetings were convened at shorter 

notice to discuss various matters, mostly in relation to the 

decision to wind-down the Company. 

/ COMPOSITION

The Company has a non-executive Chair and three other 

non-executive Directors, including a Senior Independent 

Director, all of whom were considered independent 

on and since their appointment. All the Directors are 

independent of the Investment Manager. 

John Roberts is the Chair of the Board and is responsible 

for the Board’s overall effectiveness in directing the 

Company. The Chair, in conjunction with the Company 

Secretary, ensures that accurate, timely and clear 

information is circulated to the Directors, and that 

sufficient time is given in meetings to consider and 

discuss all agenda items thoroughly. He promotes a 

culture of openness and constructive debate to ensure 

the effective contribution of all Directors, facilitating a co-

operative environment between the Investment Manager 

and the Directors, and encourages Directors to critically 

examine information and reports,

to constructively 

challenge the Investment Manager and hold third-

party 

service providers to account where appropriate. 

The Chair has put mechanisms in place to ensure 

effective communication between shareholders and the 

Board, to ensure that their views, issues and concerns 

are considered as part of the decision-making process. 

Rosemary Boot is the Senior Independent Director and, 

if required, will act as a sounding board and intermediary 

for the other Directors and shareholders. 

The Directors hold or have held senior positions in 

industry and commerce and contribute a wide range of 

skills, experience and objective perspective to the Board. 

The Board committees allow the Directors to focus in 

greater detail and depth on key matters such as strategy, 

governance, internal controls and risk management. 

The Directors’ other principal commitments are listed 

on pages 

38 to 39. During the year, the Board satisfied 

itself that all Directors were and remain able to commit 

sufficient time to discharge their responsibilities 

effectively having given due consideration to their other 

significant commitments. Changes in any Director’s 

commitments outside the Group are required to be, 

and have been, disclosed and approved prior to the 

acceptance of any such appointment. No external 

appointments accepted during the year were considered 

to be significant for the relevant directors, taking into 

account the expected time commitment and nature of 

these roles. 

/

BOARD COMMITTEES

The Board has established a Management Engagement 

Committee, an Audit Committee and a Nomination 

Committee. Given that the Company has no executive 

Directors or other employees; the Board does not consider 

it necessary to establish a separate remuneration committee 

and those functions are undertaken by the whole Board. 

The functions and activities of each of the committees are 

described in their respective reports. 

/

BOARD MEETINGS

The Board meets formally on, at least, a quarterly basis 

with additional meetings as required from time to time. The 

Chair, in conjunction with the Company Secretary, sets the 

agenda for meetings and ensures that Directors receive 

accurate, clear and timely information to help them to 

discharge their duties. 

The meetings focus on a review of portfolio performance 

and associated matters such as pipeline and future 

investment considerations, ESG matters, investment 

restrictions and regulatory matters. 

Triple Point Energy Transition plc

42

Governance

/

DISCUSSIONS OF THE BOARD

During the period the Board considered various matters 

including: 

È

approval of the proposal to shareholders to wind-

down the Company 

È

approval of the proposals to shareholders to approve 

related party transactions as detailed in the circular to 

shareholders on 5 March 2024

È

approval of advisers to the Company in relation to the 

wind-down

È

negotiations with the Investment Manager regarding 

their fees 

È

approval of quarterly unaudited NAV announcements 

and the decision to revert to bi-annual valuations 

È

the reduction of TENT’s loan facility to Field from 

£45.6 million to £37.0 million

È

the Company’s Capital Market

s

Day, held in 

September 2023, and feedback from shareholders 

collected thereafter

È

investments and disposals in the portfolio

È

debt covenant compliance and possible

refinancing 

requirements

È

the Company’s share price discount to NAV and 

strategies to attempt to rectify it 

È

discussion of feedback from shareholders meetings 

with the Investment Manager and also the Chair/

Senior Independent Director

È

quarterly reporting on the Company’s top risks, 

changes since the prior quarter, emerging risks and 

risks outside of appetite

È

considering the application of the Company’s 

investment policy and restrictions 

È

the Company’s compliance with the investment trust 

conditions 

È

the annual expense budget and monitoring 

È

approval of various Company policies 

È

the key performance indicators by which the Company 

measures success

È

approval of quarterly dividends and qualifying interest 

payments 

È

approval of the interim results

/

PERFORMANCE EVALUATION

The Directors recognise that an evaluation process is 

a significant opportunity to review the practices and 

performance of the Board, its committees and its 

individual Directors and to implement actions to improve 

the Board’s focus and effectiveness which contribute 

to the Company’s success. In accordance with the AIC 

Code provisions, the Company was due to conduct an 

externally facilitated evaluation in the year. After due and 

careful consideration, the Board concluded that, given the 

intention to wind-down the Company, this would not be a 

worthwhile exercise or an appropriate use of shareholder 

funds. The Directors agreed to provide any specific 

feedback to each other on individual performance rather 

than conduct a formal internal process. 

/

CONFLICTS OF INTEREST

The Group operates a Conflict of Interest Policy that has 

been approved by the Board and sets out the approach 

to be adopted and procedures to be followed where a 

Director, or such other persons to whom the Board has 

determined the policy applies, has an interest which 

conflicts, or potentially may conflict, with the interests 

of the Group. Under the policy and the Company’s 

Articles of Association, the Board may authorise potential 

matters of conflict that may arise, subject to imposing 

limits or conditions when giving authorisation, if this is 

appropriate. 

It is the responsibility of each individual Director to avoid 

an unauthorised conflict of interest situation arising. All 

Directors must inform the Board as soon as they become 

aware of the possibility of an interest that conflicts or 

might possibly conflict, with the interests of the Group. 

A register of interests is maintained by the Company 

Secretary and is reviewed at Board meetings to ensure 

that any authorised conflicts remain appropriate. The 

Directors are required to confirm at these meetings 

whether there has been any change to their position. 

The Company is subject to the relevant requirements of 

the Listing Rules, including the provisions of Chapter 11.

2024 Annual Report

43

Governance

/

PROFESSIONAL DEVELOPMENT

The Directors received a comprehensive induction 

programme on joining the Board that covered the 

Group’s investment activities, the role and responsibilities 

of a Director and guidance on corporate governance 

and applicable regulatory and legislative landscape. The 

Directors’ training and development will ordinarily be 

considered as part of the annual effectiveness evaluation 

and, in any event, the Chair reviews and discusses any 

development needs with each Director. Each Director is 

aware that they should take responsibility for their own 

individual development needs and take the necessary 

steps to ensure they are fully informed of regulatory and 

business developments. 

During the period, the Directors received periodic 

guidance on regulatory and compliance changes from 

the Company Secretary at quarterly Board meetings. 

/

SHAREHOLDER ENGAGEMENT

The Board acknowledges the importance of building 

and maintaining strong relationships with shareholders. 

During the year the Investment Manager and the brokers 

held a series of investor events which facilitated more 

informal, but regular, dialogue with shareholders. The 

Chair and the Senior Independent Director met with 

some shareholders, facilitated by J.P. Morgan. 

Shareholders are encouraged to attend and vote at the 

Company’s shareholder meetings, so they can discuss 

governance and strategy and the Board can enhance its 

understanding of shareholder views. The Board attends 

the Company’s shareholder meetings to answer any 

shareholder questions and the Chair will make himself 

available, as necessary, outside of these meetings to 

speak to shareholders. 

The Board is committed to providing investors with 

regular announcements of significant events affecting the 

Group. 

In addition, the Board seeks to communicate with 

shareholders regularly through the annual and interim 

accounts and investor presentations. 

All investor documentation is available to download from 

the Company’s website 

https://www.tpenergytransition.com/

/ WHISTLEBLOWING

The Board has considered the arrangements by which 

staff of the Investment Manager or Administrator 

may, in confidence, raise concerns within their 

organisations about possible improprieties in matters 

of financial reporting or other matters. It has concluded 

that adequate arrangements are in place for the 

proportionate and independent investigation of such 

matters and, where necessary, for appropriate follow-up 

action to be taken within their organisations. 

Triple Point Energy Transition plc

44

Governance

The following pages set out the Audit Committee’s report 

on how it has discharged its duties in accordance with the 

AIC Code and its activities in respect of the year ended 31 

March 2024. 

The Audit Committee has been in operation throughout the 

year and operates within clearly defined terms of reference. 

/ RESPONSIBILITIES

The Audit Committee has the primary responsibility for 

reviewing the financial statements and the accounting 

principles and practices underlying them, liaising with 

the external auditors and reviewing the effectiveness of 

internal controls. 

The main role of the Audit Committee is to: 

È

monitor the integrity of the financial statements of 

the Company and any formal announcements relating 

to the financial performance and reviewing significant 

financial reporting judgements contained in them; 

È

provide formal and transparent arrangements for 

considering how to apply the financial reporting and 

internal control principles set out in the AIC Code 

and to maintain an appropriate relationship with the 

external auditors; 

È

review the investment valuations and underlying 

assumptions and provide advice to the Board; 

È

provide advice to the Board on whether the annual 

report and accounts, taken as a whole, is fair, 

balanced and understandable and provides the 

information necessary for shareholders to assess the 

Group’s position and performance, business model 

and strategy; 

È

monitor the integrity of the financial statements of 

the Company and any formal announcements relating 

to the financial performance and reviewing significant 

financial reporting judgements contained in them; 

È

review the internal financial controls and the internal 

control and risk management systems of the 

Company; 

È

consider the appropriateness of the Company 

establishing an internal audit function;

È

review the adequacy of the Company’s arrangements 

as they relate to compliance, whistleblowing and 

fraud; 

È

review the contents of external non-financial 

reporting (including sustainability) and KPIs to ensure 

they are fair and reasonable; 

È

make recommendations to the Board to put to the 

shareholders for their approval in general meetings 

in relation to the appointment, re-appointment and 

removal of the external auditor and to approve 

the remuneration and terms of engagement of the 

external auditor; 

È

review and monitor the external auditor’s 

independence and objectivity and the effectiveness 

of the audit process, taking into consideration 

relevant UK professional and regulatory requirements; 

È

develop and implement policy on the engagement 

of the external auditor to supply non-audit services, 

taking into account relevant ethical guidance 

regarding the provision of non-audit services by the 

external audit firm; 

È

report to the Board on significant issues relating 

to the financial statements and how they were 

addressed; its assessment of the effectiveness of the 

audit process; any key matters raised by the external 

auditor and any other issues on which the Board has 

requested the Committee’s opinion; and 

È

report to the Board on how it has discharged its 

responsibilities. 

/

COMMITTEE MEMBERSHIP

The Audit Committee comprises all the Directors with the 

exception of John Roberts and is chaired by Rosemary 

Boot. 

The Board is satisfied that at least one member of the 

Audit Committee has recent and relevant financial 

experience. Rosemary Boot was the chief financial officer 

of Future Cities Catapult, and from 2001 to 2011 she 

was group finance director of the Carbon Trust

, and she 

is a member of a number of other listed and unlisted 

company Audit Committees. The Board is also satisfied 

that the committee as a whole has competence relevant 

to the sector in which the Group operates. 

Audit Committee 

Report

2024 Annual Report

45

Governance

/

MEETING ATTENDANCE

The Committee met three times in the year ended 

31 March 2024, the meetings were attended by each 

member as follows: 

Director

Attendance

Rosemary Boot

3/3

Sonia McCorquodale

3/3

Anthony White 

3/3

/ ACTIVITIES

The Audit Committee meets three times a year to 

consider the annual report, interim report, review year 

end audit planning and to consider any other formal 

financial performance announcements and any other 

matters as specified under the committee’s terms 

of reference and reported to the Board on how it 

discharged its responsibilities.

During the year the Audit Committee discussed and 

considered the following key matters: 

È

T

he external auditor’s performance, objectivity and 

independence;

È

T

he external auditor’s re-appointment;

È

A

ccounting policies and significant accounting 

judgements and estimates;

È

T

he risk register and specifically the effectiveness of 

the mitigating controls;

È

Various ESG related matters; 

È

T

ax matters for the Company and the decision to 

make a qualifying interest payment; 

È

R

obust challenge of the Company’s valuation of 

investments;

È

R

eview of the Company’s policies including; non-

audit services, valuations, liquidity and anti-bribery 

and the prevention of tax evasion;

È

R

eview of internal control reports from key service 

providers; 

È

T

he changes to the financial reporting as a result of 

the managed wind-down, including to long-term 

viability and no longer qualifying as a going concern; 

and

È

A

nnual review and update of the Company’s financial 

position and prospects procedures memorandum.

/

INTERNAL CONTROL AND RISK 

MANAGEMENT

The Company has put in place a process for identifying, 

evaluating and managing the principal and emerging 

risks it faces. 

During the year, the Board satisfied itself that the 

procedures for identifying the information needed to 

monitor the business and manage risk so as to make 

proper judgements on the financial position and 

prospects were robust. The Group has in place the 

following key internal controls: 

È

Risks outside of the

Board’s risk appetite are reported 

to the Board on a quarterly basis for consideration. 

È

The Investment Manager presents the Company’s 

top 10 risks, changes since the previous quarter and 

emerging risks to the Board on a quarterly basis. 

È

A detailed risk register identifying risks and controls 

to mitigate their potential impact and/or likelihood is 

maintained by the Investment Manager, and subject 

to an annual review by the Board. A material update 

was undertaken to the risk register to reflect the 

change in Investment Policy and commencement of 

the managed wind-down process. 

È

Internal control reports of the Investment Manager, 

Administrator and Depositary are reviewed by the 

Audit Committee bi-annually.

È

The Company’s Financial Position and Prospects 

Procedures Memorandum is updated annually by the 

Investment Manager. 

È

The Investment Manager and administrator prepare 

budgets and then forecasts and management 

accounts which allow the Board to assess 

performance. 

È

Compliance reporting is reviewed at each quarterly 

Board meeting.

È

Company policies have been established and/or 

updated for a variety of matters including, but not 

limited to; treasury, anti-bribery and prevention of tax 

evasion and liquidity. 

È

In relation to the managed wind-down process, 

independent expert advisers have been appointed 

and Board meetings are held at least monthly to 

provide updates on progress.

The Board also receives a quarterly depositary report 

prepared by INDOS Financial Limited, which is 

responsible for cash monitoring, asset verification and 

oversight of the Company and the Investment Manager 

in performing its functions under the AIFMD. The 

Depositary reports its findings on a quarterly basis during 

which it monitors and verifies all new acquisitions, share 

Triple Point Energy Transition plc

46

Governance

issues, loan facilities, shareholder distributions and other key events. In addition, on an ongoing basis, the Depositary 

tests the quarterly management accounts, bank reconciliations and performs a quarterly review of the Company when 

discharging its duties. 

Taking into account the review of the reports provided and its knowledge of the business, the Audit Committee 

has reviewed and approved any statements included in the annual report concerning internal controls and risk 

management and has determined that the effectiveness of the internal controls were satisfactory. The principal risks 

and uncertainties identified from the risk register can be found on pages 27 to 30.

/

INTERNAL AUDIT

The Board has considered the appropriateness of establishing an internal audit function and, having regard to the 

structure and nature of the Company’s activities, has concluded that the function is not necessary. 

The Audit Committee receive and review internal control reports from the Investment Manager and other third-party 

service providers to ensure that a sound system of internal control is maintained. 

The Audit Committee will review on an annual basis the need for this function and make appropriate 

recommendations to the Board. 

/

SIGNIFICANT AREAS OF FOCUS

The following details the key areas of focus by the Audit Committee in relation to the financial statements for the year, 

which were discussed and debated with the Investment Manager and BDO. The Audit Committee determined that 

the key risk of material misstatement of the Company’s financial statements related to the valuation of its underlying 

investments, regarding in particular forecast assumptions used and discount rates applied. 

/

SIGNIFICANT ISSUES CONSIDERED BY THE AUDIT COMMITTEE 

VALUATION OF INVESTMENTS

As outlined in Note 12

to the financial statements, the total carrying value of the underlying investments held by TENT Holdings 

at 31 March 2024 was £83

.4

million (31 March 2023: £90.1 million

), based on the fair value of the Investment

. Market quotations 

are not available for these financial assets, and as such, their valuation is determined using a DCF methodology. This requires a 

series of material judgements to be made as further explained in Note 3 to the financial statements. Given that the Company has 

commenced its managed wind-down process, where an offer is received for an investment and the Company deems this to be fair 

market value, the valuation method may change to be based on the offer value.

The valuation process and methodology remains largely unchanged from the previous financial year, with the exception of offer 

values being used, as described above. Valuation methodologies were discussed by the Audit Committee with the Investment 

Manager at the time of the interim review, in December 2023, for the interim reporting period ended 30 September 2023, and 

again in May

and June

2024 as part of the year-end valuation process. The Committee met with the auditor when it reviewed and 

agreed the auditor’s audit plan and at the conclusion of the audit of the financial statements, discussing the valuation process. 

The Company also engaged Mazars as an external, independent valuer to assess the validity of the discount rates used for the 

valuations in the year. Mazars provided a report to the Audit Committee in June 2024 confirming the discount rates adopted at 

31 March 2024 were appropriate. 

GOING CONCERN AND VIABILITY STATEMENTS 

The Board is required to consider and report on the longer-term viability of the business as well as assess the appropriateness of 

applying the going concern assumption, as well as the assumptions and scenarios reviewed in the long

-

term viability assessment. 

The Audit Committee reviewed the forecasted cashflows which reflect the proposed strategy for portfolio investments and the result 

of the vote at the General Meeting

held on 22 March 2024. In December 2023, the Board proposed an orderly wind-down and a 

change to the Company’s investment objectives as the best course of action, both financially and in terms of optimising shareholder 

value. This proposal, reflecting a consensus that it was necessary to return capital to the Company’s shareholders in the most efficient 

manner possible, received almost unanimous support from shareholders at the General Meeting on 22 March 2024.

The financial statements have been prepared on a basis other than going concern as a result of the decision to wind-down the 

Company. The Audit Committee noted that the Company has sufficient liquidity to pay its liabilities and as and when they fall due and 

continue in business during the orderly wind-down. 

2024 Annual Report

47

Governance

/

EXTERNAL AUDITORS, AUDIT 

FEES AND NON-AUDIT SERVICES

BDO were appointed as the external auditors of the 

Company on 21 August 2020 with Peter Smith as the audit 

partner. It is the committee’s responsibility to monitor the 

performance, objectivity, and independence of the external 

auditors and this is assessed by the committee each year. 

In evaluating BDO’s performance, the committee examines 

the robustness of the audit process, independence and 

objectivity and the quality of delivery. 

BDO were appointed as the external auditors following 

a tender process undertaken prior to IPO. On an annual 

basis the Audit Committee reviews the external auditor’s 

performance, objectivity, and independence. During the 

year the Audit Committee conducted such a review, taking 

into account the views of the Investment Manager and 

concluded that the external auditor’s performance was 

satisfactory and they remained objective and independent. 

The Audit Committee has approved a non-audit services 

policy, that is aligned with the FRC Ethical Standard, and 

which determines the services that BDO can provide and 

the maximum fee that may be raised for non-audit services 

in comparison to the statutory audit fee. 

BDO are prohibited from providing services to the 

Group that would be considered to jeopardise their 

independence such as tax services, bookkeeping and 

preparation of accounting records, financial systems design 

and implementation, valuation services, internal audit 

outsourcing and services linked to the financing, capital 

structure and allocation. All of which are prohibited under 

the FRC Ethical Standard. 

The policy is reviewed annually, by the Audit Committee, to 

ensure it continues to be in line with best practice. 

The total fees for non-audit services provided by the 

external auditor to the Group shall be limited to no more 

than 70% of the average of the statutory audit fee for the 

Group paid to the auditor in the last three consecutive 

financial years. 

Total fees paid to BDO during the year totalled £185,850

,

of which £48,000 was paid for non-audit services relating 

to the interim review for the half-year ended 30 September 

2023. The Audit Committee considered it appropriate to 

engage BDO for the interim review as: it is not prohibited 

under the non-audit services policy; BDO have knowledge 

of the Company; and it would not be efficient or practical 

to have another auditor conduct this service. 

Rosemary Boot 

Audit Committee Chair 

21 June 2024

Triple Point Energy Transition plc

48

Governance

Management Engagement 

Committee Report

/ RESPONSIBILITIES

The main function of the Management Engagement 

Committee is to review and make recommendations 

on any proposed amendment to the Investment 

Management Agreement and keep under review the 

performance of the Investment Manager (which is the 

Company’s AIFM). 

The Management Engagement Committee regularly 

reviews the composition of the key executives performing 

the services on behalf of the Investment Manager and 

monitors and evaluates the performance of other key 

service providers to the Company. 

The Management Engagement Committee has been in 

operation throughout the year and operates within clearly 

defined terms of reference. 

/

COMMITTEE MEMBERSHIP

The Management Engagement Committee comprises all 

the Directors and is chaired by Dr Anthony White. 

Given the size of the Board, and the responsibilities of 

the Committee, it is considered appropriate for all the 

Directors to be members. 

/

MEETING ATTENDANCE

The Committee met once in the year ended 31 March 

2024, the meeting was

attended by each member as 

follows: 

Director

Attendance

Anthony White

1/1

Rosemary Boot

1/1

Sonia McCorquodale

1/1

John Roberts

1/1

/

MANAGEMENT ARRANGEMENTS

The Company operates as an externally managed 

alternative investment fund for the purposes of the 

AIFMD. In its role as AIFM, the Investment Manager 

is responsible for portfolio management and risk 

management of the Group pursuant to the AIFMD, 

subject to the overall control and supervision of the 

Directors. 

The Company has given certain market standard 

indemnities in favour of the Investment Manager in 

respect of the Investment Manager’s potential losses 

in carrying out its responsibilities under the Investment 

Management Agreement (“IMA”). 

At the Company’s General Meeting on 22 March 2024, 

as part of the approval of the managed wind-down of 

the Company, shareholders approved amendments to 

the IMA on the terms summarised in Part I of the Circular 

published to shareholders on 5 March 2024. 

È

Under the IMA, the Investment Manager is entitled 

to receive 

management fees on the following basis: 

a fixed retainer fee equal to 0.9% of the average 

market capitalisation of the Company during the 

relevant month, which is payable in cash and on a 

monthly basis (the “

Retainer Fee

”); and

È

a success fee (the “

Success Fee

” and together with 

the Retainer Fee, the “

Fee

”) based on the value 

realised across the portfolio of assets (including 

committed amounts) (“

Value Realised

”), and 

calculated using the percentage of the gross sale 

value of the Group’s investments, less the direct 

costs specifically associated with the sale of such 

investments (for example, fees of professional and 

legal advisers), against the value of the investments 

at the time of sale based on (i) the most recent third 

party reviewed published asset level NAV (in the case 

of equity investments) or (ii) drawn amounts, including 

repayments made since 30 September 2023 (in the 

case of debt investments) (“

Carrying Value

”) (the 

“

Percentage Value Achieved

”).

The Success Fee will be determined on an aggregated 

basis across the sale of all of the Group’s investments, 

incentivising the Investment Manager to continue to work 

2024 Annual Report

49

Governance

on the tail of the portfolio and achieve the best return 

for the Company and its Shareholders. 

The Success Fee 

will be payable upon the completion of the disposal of 

the Group’s final investment unless, before such disposal, 

the Investment Management Agreement is terminated as 

a result of Shareholders approving either (i) the winding 

up of the Company; or (ii) the appointment of a receiver 

or administrator over any of the assets of the Company; 

(each being a “Termination Event”). If the Investment 

Management Agreement is so terminated, the Success 

Fee will be payable at the date of termination.

The Success Fee will be calculated using the following 

fee structure:

Percentage Value Achieved

Success Fee payable 

(percentage of Value Realised)

80% - 84.9% of Carrying Value

0.80%

85% - 89.9% of Carrying Value

0.90%

90% and above of Carrying Value

1.00%

There are no performance fees payable to the Investment 

Manager. 

The aggregate fee payable to the Investment Manager 

will be capped at £1.351 million, which reflects the 

maximum fee the Investment Manager could have 

received under the previous fee arrangements. 

The Investment Management Agreement will 

automatically terminate on 20 October 2025, if it is not 

terminated before then in accordance with its terms. 

The annual fee payable to the Investment Manager 

under the IMA for the year ended 31 March 2024 was 

£864,000, exclusive of VAT (31 March 2023: £883,000).

/ ACTIVITIES 

During the period, the Management Engagement 

Committee conducted a review of the key agreements 

with its service providers, and a detailed review of 

the performance, composition and personnel of 

the Investment Manager. The discussion included 

an assessment of performance and suitability of the 

services provided in the contract, the fees paid to each 

provider, and a review of the termination period of each 

agreement. 

The Management Engagement Committee considered 

the new terms of the Investment Management 

Agreement, to ensure it continues to properly reflect the 

commercial arrangements agreed between the Company 

and the Investment Manager and were satisfied that this 

was the case. 

/

CONTINUING APPOINTMENT OF 

KEY SERVICE PROVIDERS

The Management Engagement Committee met in the 

period and reviewed the continuing appointment of the 

Investment Manager and other key service providers. 

A thorough process was undertaken, reviewing the 

performance of the Investment Manager and key service 

providers, following which feedback was provided, 

including any areas of improvement. It was concluded 

that the continuing appointment of the Investment 

Manager and key service providers, on the terms agreed, 

remained in the best interests of shareholders as a whole. 

Dr Anthony White 

Management Engagement Chair

21 June 2024 

Triple Point Energy Transition plc

50

Governance

/ RESPONSIBILITIES

The Nomination Committee’s main function is to lead 

the process for appointments, ensuring plans are in 

place for orderly succession to the Board, overseeing the 

development of a diverse pipeline for succession and any 

other matters as specified under the Committee’s terms of 

reference. This includes ensuring that any appointments 

and succession plans are based on merit and objective 

criteria, and, within this context, promotes diversity of 

gender, social and ethnic backgrounds, cognitive and 

personal strengths. 

The Nomination Committee has been in operation 

throughout the year and operates within clearly defined 

terms of reference. 

/

COMMITTEE MEMBERSHIP 

The Nomination Committee comprises all of the Directors 

and is chaired by Sonia McCorquodale. 

/

MEETING ATTENDANCE

The Committee met once in the year ended 31 March 

2024, the meeting was

attended by each member as 

follows: 

Director

Attendance

Sonia McCorquodale

1/1

Rosemary Boot

1/1

John Roberts

1/1

Anthony White

1/1

/ ACTIVITIES

During the year, the Nomination Committee discussed 

matters including, but not limited to, tenure policy, 

diversity policy, Board composition, time commitments, 

Director independence, succession planning and Board 

performance. 

/

APPOINTMENT AND 

REPLACEMENT OF DIRECTORS 

There were no changes to the composition of the Board in 

the year. 

/

RE-ELECTION OF DIRECTORS

The Board considers that the performance of each 

Director continues to be effective and demonstrates 

the commitment required to continue in their present 

roles, and that each Director’s contribution continues to 

be important to the Company’s long-term success. This 

consideration is based on, amongst other things, the 

business skills and industry experience of each of the 

Directors (refer to the biographical details of each Director 

as set out on pages 

38 to 39.

), as well as their knowledge 

and understanding of the Company’s business model. 

The Board has also considered the other contributions 

which individual Directors may make to the work of the 

Board, with a view to ensuring that: 

È

the Board maintains a diverse balance of skills, 

knowledge, backgrounds and capabilities leading to 

effective decision-making; 

È

each Director is able to commit the appropriate time 

necessary to fulfilling their roles; and 

È

each Director provides constructive challenge, 

strategic guidance, offers specialist advice and holds 

third party service providers to account. 

All Directors will submit themselves for re-election on an 

annual basis. Therefore, all Directors in office as at the 

date of this report are to be proposed for re-election at 

the 2024 AGM. 

/

TENURE POLICY 

The Board’s policy for Directors, including the Chair, is 

that they serve for no more than nine years, other than 

in exceptional circumstances. This ensures the regular 

refreshment of the Board and its Committees and forms 

an integral part of the Board’s succession planning. 

Nomination 

Committee Report 

2024 Annual Report

51

Governance

/

DIVERSITY AND INCLUSION 

DIVERSITY POLICY 

The Board recognises the benefits of all types of diversity 

and supports the recommendations of the Hampton-

Alexander Review and the Parker Review. All Board and 

Committee appointments will be made on merit, and 

promote diversity of all kinds including gender, ethnicity, 

sexual orientation, disability or educational, professional 

and socioeconomic backgrounds and neurodiversity. 

This 

will ensure that any such appointment will develop and 

enhance the operation of the Board to best serve the 

Company’s strategy.

The Board recognises the importance of diversity in the 

boardroom, which introduces different perspectives to 

Board debate and considers it to be in the interests of 

the Group and its shareholders to take into consideration 

diversity criteria when appointing a new individual to 

the Board. When undertaking the appointment of a new 

Director, the Nomination Committee will generally instruct 

an external search consultancy to undertake an open and 

transparent process that includes potential candidates 

from a variety of backgrounds.

The Board is committed to maintaining that the Board, 

as a whole, will have at least 40% representation of either 

gender. 

The Board will continue to monitor diversity, taking such 

steps as it considers appropriate to maintain its position as 

a meritocratic and diverse business.

FCA LISTING RULE REQUIREMENTS 

The following table sets out the gender and ethnic 

diversity of the Board as at 31 March 2024 in accordance 

with the FCA’s Listing Rules, the disclosure of which in this 

report having been approved by each of the Directors:

Gender Diversity

Number 

of Board 

members

Percentage 

of the Board

Number 

of senior 

positions on 

the Board* 

Men

2

50%

1

Women

2

50%

1

Not specified / prefer not 

to say

–

–

–

Gender Diversity

Number 

of Board 

members

Percentage 

of the Board

Number 

of senior 

positions on 

the Board* 

Ethnic Diversity

White British or other White 

(including minority white 

groups)

4

100%

2

Mixed/Multiple Ethnic 

Groups

–

–

–

Asian/Asian British

–

–

–

Black/African/Caribbean/ 

Black British

–

–

–

Other ethnic group, 

including Arab

–

–

–

Not specified / prefer not 

to say

–

–

–

*

In accordance with the Listing Rules, as an externally managed investment 

Company, we consider these rules inapplicable as we do not have any 

executive management, including the roles of CEO or CFO, who are Directors 

of the Company. The Company considers the SID and Chair to be the only 

applicable senior roles within the business and have reported against these in 

the table above.

At the period end, the Board comprised the Chair and 

three Non-Executive Directors; two male and two female, 

therefore fulfilling the requirement for at least 40% of 

the Board to be women. 

Rosemary Boot is the Senior 

Independent Director therefore fulfilling the requirement 

for at least one senior Board position to be held by a 

woman. 

The Company has reported against the Listing Rules on 

diversity and has complied with the targets or otherwise 

explained non-compliance below.

/

REQUIREMENT

/

EXPLANATION 

A minimum of one 

board member is 

from a minority ethnic 

background

The size of the Company, and also of 

the Board, make meeting this target 

challenging. In light of the changes to the 

Company’s strategy and entering a wind-

down phase, the Company is unlikely to 

comply with this target. 

Triple Point Energy Transition plc

52

Governance

/

EXTERNAL SEARCH 

CONSULTANCY 

In identifying suitable candidates for an appointment to 

the Board, the Nomination Committee may use open 

advertising or the services of external advisers to facilitate 

the search. There were no appointments during the period 

and therefore an external search consultancy was not 

required during the period. 

/

COMPANY’S SUCCESSION PLANS 

The Nomination Committee gave due consideration to 

the succession planning of the Board during the year and 

will reassess on an annual basis to ensure progressive 

refreshing of the Board, taking into account the challenges 

and opportunities facing the Board and the balance of 

skills and expertise that are required in the future. 

Sonia McCorquodale 

Nomination Committee Chair 

21 June 2024

2024 Annual Report

53

Governance

Directors’ 

Remuneration Report

/

ANNUAL STATEMENT

Dear 

S

hareholder,

I am pleased to present the Directors’ Remuneration 

Report on behalf of the Board for the year ended 

31 March 2024. It is set out in two sections in line with 

legislative reporting regulations: 

È

Directors’ Remuneration Policy (on pages 

54 to 55) – 

This sets out our Remuneration Policy for Directors of 

the Company that has been in place since 26 August 

2021 and is being resubmitted to shareholders for 

approval at the upcoming AGM. 

È

Annual Report on Directors’ Remuneration (on pages 

56 to 58

) – This sets out how our Directors were paid 

for the year ended 31 March 2024 and how we intend 

to apply our Policy for the year ending 31 March 

2025. There will be an advisory shareholder vote on 

this section of the report at our 2024 AGM. 

Prior to our IPO in October 2020, the Company 

introduced a remuneration framework to ensure that 

remuneration was aligned with best market practice 

whilst attracting and securing the right non-executive 

directors to deliver our investment objectives. 

The scale and structure of the Directors’ remuneration 

was determined by the Company, prior to the IPO in 

2020, in consultation with the sponsor and other advisers 

having been benchmarked against companies of a 

similar size in the sector and having regard to the time 

commitment and expected contribution to the role. 

The Group does not have any executive directors or 

employees, and, as a result, operates a simple and 

transparent remuneration policy with no variable 

element, that reflects the non-executive Directors’ duties, 

responsibilities and time spent. 

/

DISCRETION EXERCISED 

UNDER THE DIRECTORS’ 

REMUNERATION POLICY

At the date of this report, no discretion is intended to be 

exercised under the Directors’ Remuneration Policy. 

We value engagement with our shareholders and for the 

constructive feedback we receive and look forward to 

your support at the forthcoming AGM. 

Dr John Roberts 

Chair 

21 June 2024 

Triple Point Energy Transition plc

54

Governance

Directors’ 

Remuneration Policy

/

APPROVAL OF REMUNERATION POLICY

Our Directors’ Remuneration Policy was last approved by shareholders at the Annual General Meeting of the Group held 

on 26 August 2021 and became effective from the conclusion of that meeting. In accordance with section 439A of the Act, 

approval will be resought for the same policy at the 2024 AGM, being three years since the last approval. 

The policy applies to the non-executive Directors; the Company has no executive Directors or employees. There are no 

planned changes to the policy in the upcoming financial year. 

/

REMUNERATION POLICY OVERVIEW

The Company’s objective is to have a simple and transparent remuneration structure, aligned with the strategy. The 

Company aims to provide remuneration packages with no variable element which will retain non-executive directors with the 

skills and experience necessary to maximise shareholder value on a long-term basis. The remuneration packages for non-

executive Directors will be set with reference to the remuneration packages of comparable businesses. 

The Board will assess the appropriateness of the Remuneration Policy on an annual basis and shareholder approval will be 

sought in the event of any changes being proposed. 

2024 Annual Report

55

Governance

/

POLICY TABLE

The Directors are entitled only to the fees as set out in the table below from the date of their appointment. No 

element of Directors’ remuneration is subject to performance factors. 

/

COMPONENT

/

HOW IT OPERATES

/

MAXIMUM FEE

/

LINK TO STRATEGY 

Annual fee

Each Director receives a basic fee which 

is paid on a monthly basis. 

The Audit Committee Chair is entitled 

to an additional fee over and above 

their normal Director fee, reflecting their 

additional duties and responsibilities in 

those roles. 

The total aggregate fees that 

can be paid to the Directors is 

calculated in accordance with the 

articles of association and will not 

exceed in aggregate £300,000 

per annum. 

The level of the annual fee has been 

set to attract and retain high calibre 

Directors with the skills and experience 

necessary for the role. The fee has been 

benchmarked against companies of a 

similar size.

Additional fees 

Where a Director performs services, 

which in the opinion of the Board, are 

outside the ordinary duties of a Director, 

they will be entitled to an additional fee. 

The quantum of any additional 

remuneration paid to Directors 

shall be determined by the Board. 

The additional fee for services outside 

of the scope of ordinary duties offers 

flexibilities for a Director to be awarded 

additional remuneration to adequately 

compensate a Director where this is 

considered appropriate for the effective 

functioning of, or in furtherance of, the 

Company’s aims.

Other benefits

The Directors shall be entitled to be 

repaid expenses. 

All reasonable travelling, hotel 

and other expenses properly 

incurred in the performance of 

their duties as Director. 

In line with market practice, the Company 

will reimburse the Directors for expenses 

to ensure that they are able to carry out 

their duties effectively. 

/

SERVICE CONTRACTS 

The Directors are engaged under letters of appointment and do not have service contracts with the Company. 

/

DIRECTORS’ TERM OF OFFICE 

Under the terms of the Directors’ letters of appointment, each directorship is for an initial period of 12 months and 

thereafter terminable on three months’ written notice by either the Director or the Company. Each Director will be subject to 

annual re-election by shareholders at the Company’s Annual General Meeting in each financial year. 

/

POLICY ON PAYMENT FOR LOSS OF OFFICE 

Upon termination, a Director shall only be entitled to accrued fees as at the date of termination together with 

reimbursement of any expenses properly incurred to that date. 

/

CONSIDERATION OF SHAREHOLDER VIEWS 

The Company is committed to establishing ongoing shareholder dialogue and takes an active interest in voting outcomes. 

Where there are substantial votes against resolutions in relation to Directors’ remuneration, the Company will seek the 

reasons for any such vote and will detail any resulting actions in the Directors’ Remuneration Report. 

Triple Point Energy Transition plc

56

Governance

/ CONSIDERATION OF REMUNERATION MATTERS

The Board does not consider it necessary to establish a separate remuneration committee as it has no executive 

Directors. The Board as a whole considers the remuneration of the Directors. 

/ DIRECTORS’ FEES

The Directors are each paid an annual fee of £40,000 other than the Chair of the Audit Committee who is entitled to 

an additional £5,000, with an annual fee of £45,000, and the Chair who is entitled to receive an annual fee of £75,000. 

Directors are also entitled to recover all reasonable expenses properly incurred in connection with performing their 

duties as a Director. No other remuneration was paid or payable during the year to any Director. 

The Board considered the Directors’ remuneration at least annually and it was concluded that the Directors’ 

remuneration remain unchanged for the year ending 31 March 2025. 

/ SINGLE TOTAL FIGURE (AUDITED INFORMATION)

The fees paid to Directors in respect of the year ended 31 March 2024 and the prior year are shown below. 

For the year ended 31 March 2024

For the year ended 31 March 2023

Fixed 

Remuneration

Discretionary 

remuneration

Total

Fixed 

Remuneration

Discretionary 

remuneration

Total

Dr John Roberts 

(Chair)

£75,000

£Nil

£75,000

£75,000

£Nil

£75,000

Rosemary Boot 

(Audit Committee Chair)

£45,000

£Nil

£45,000

£45,000

£Nil

£45,000

Sonia McCorquodale

£40,000

£Nil

£40,000

£40,000

£Nil

£40,000

Dr Anthony White 

£40,000

£Nil

£40,000

£40,000

£Nil

£40,000

Total

£200,000

£Nil

£200,000

£200,000

£Nil

£200,000

The Company does not provide bonuses, pension benefits, share options, long-term incentive schemes or other 

benefits in respect of their services as 

non-e

xecutive Directors of the Company. 

Information required on executive Directors and employees has been omitted because the Company has neither and 

therefore it is not relevant. 

The D

irectors only receive fees and reasonable expenses for services as non-executive directors. The 

D

irectors’ fees 

are show in the table above. The Directors’ expenses for the year ended 31 March 2024 totalled £823 (31 March 2023: 

£485). No other remuneration or taxable benefits were paid or payable during the period to any Director. 

Annual Report on 

Directors’ Remuneration 

2024 Annual Report

57

Governance

/

ANNUAL PERCENTAGE CHANGE IN THE DIRECTORS’ REMUNERATION 

The annual percentage change in remuneration in respect of the financial years prior to the current year in respect 

of each 

Director’s

role is detailed in the table below. The annual percentage change is calculated based on the 

aggregate annual base Directors’ remuneration plus an additional fee for acting in the role as either Chair of the 

Company or Chair of the Audit Committee. 

Date Appointed 

Financial year to 

31 March 2022

Financial year to 

31 March 2023

Financial year to 

31 March 2024

Financial year to 

31 March 2025

Dr John Roberts 

(Chair)

21 August 2020

Nil%

Nil%

Nil%

Nil%

Rosemary Boot 

(Audit Committee Chair)

21 August 2020

Nil%

Nil%

Nil%

Nil%

Sonia McCorquodale

21 August 2020

Nil%

Nil%

Nil%

Nil%

Dr Anthony White 

21 August 2020

Nil%

Nil%

Nil%

Nil%

/

STATEMENT OF DIRECTORS’ SHAREHOLDING AND SHARE INTERESTS 

(AUDITED TABLE)

Detailed in the table below are details of the Directors’ shareholdings as at 31 March 2024. There has been no change in 

shareholding in the period between 31 March 2024 and the date of this report. 

The Directors are not required to hold any shares of the Company by way of qualification. A Director who is not a shareholder 

of the Company shall nevertheless be entitled to attend and speak at shareholders’ meetings. 

Ordinary Shares 

of 1p each held at 

31 March 2024 

% of issued 

Ordinary Share 

capita

l

Dr John Roberts

40,000 

0.04 

Rosemary Boot (through her self-invested personal pension) 

40,000 

0.04 

Sonia McCorquodale 

10,000 

0.01 

Dr Anthony White 

40,000 

0.04 

/

TOTAL SHAREHOLDER RETURN

As required under regulation, the graph below illustrates the total shareholder return of the Company for the year ended 

31 March 2024. This is mapped against the total shareholder return on a hypothetical holding over the same period in the 

FTSE Fledgling Index. This index has been chosen as it is considered to be the most appropriate benchmark against which to 

assess the relative performance of the Company as the FTSE Fledgling represents companies of a similar capital size and is in 

line with our peer group.

(15.00%)

(5.00%)

5.00%

15.00%

25.00%

31-Mar-23

30-Apr-23

31-May-23

30-Jun-23

31-Jul-23

31-Aug-23

30-Sep-23

31-Oct-23

30-Nov-23

31-Dec-23

31-Jan-24

29-Feb-24

31-Mar-24

TENT-LSE Total Return (%)

FTSE Fledgling Total Return (%)

Triple Point Energy Transition plc

58

Governance

/

RELATIVE IMPORTANCE OF SPEND ON PAY

The table below shows the total spend on remuneration compared to the distributions to shareholders by way of dividends, 

share buybacks and the management fees incurred by the Company. As the Group has no employees the total spend on 

remuneration comprises only the Directors’ fees. 

31 March 

2024

£’000 

31 March 

2023

£’000

Dividends paid

5,500

5,501

Share buybacks

Nil

Nil

Management fee

864

883

Directors’ emoluments

200

200

/

CONSIDERATION OF SHAREHOLDER VIEWS

During the period the Group did not receive any communications from shareholders specifically regarding Directors’ pay. 

The resolutions to approve the Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy) and the 

Directors’ Remuneration Policy were passed on a poll at the Annual General Meeting on 31 August 2023 and 26 August 

2021 respectively. 

Votes for

Votes against

Votes withheld

Remuneration Report

99.97% 

0.03%

7,070

Remuneration Policy

100%

0%

0

On behalf of the Board:

Dr John Roberts 

Chair 

21 June 2024

2024 Annual Report

59

Governance

Report of

the Directors

The Directors are pleased to present the annual report,

including the Company’s audited financial statements

as at, and for the

year ended 31 March 2024. The

information that fulfils the requirements of the Corporate

Governance statement in accordance with rule 7.2 of the

Disclosure and Transparency Rules (“DTR”) can be found

in this Directors’ report and in the Governance section

on pages

34 to 58

all of which is incorporated into this

Directors’ report by reference.

Details of significant events since the balance sheet date

are contained in Note 21

to the financial statements.

An indication of likely future developments of the

Company and details of the outlook and pipeline are

included in the Strategic Report. Information about the

use of financial instruments by the Company and its

subsidiaries is given in Note 2 to the financial statements.

/

PRINCIPAL ACTIVITY

The Company is a registered investment company under

section 833 of the Act, incorporated in the UK. Its shares

trade on the Premium Segment of the Main Market of the

London Stock Exchange.

/ DIRECTORS

The names of the Directors who served from 1 April

2023 to 31 March 2024 are set out in the Board of

Directors section on pages

38 to 39

, together with their

biographical details and principal external appointments.

/

INVESTMENT MANAGER AND

AIFM

A summary of the principal contents of the Investment

Management Agreement are set out in the Management

Engagement Committee report on page 48.

/

INVESTMENT TRUST STATUS

The Company has been approved as an Investment Trust

Company (“ITC”) under sections 1158 and 1159 of the

Corporation Taxes Act 2010. The Company had to meet

relevant eligibility conditions to obtain approval as an ITC

and must adhere to ongoing requirements to maintain

its ITC status, including, but not limited to, retaining no

more than 15% of its annual income.

During the period, the Company has continued to

conduct its affairs to ensure it complies with these

requirements. The Board continues to monitor

compliance with the ITC conditions.

/

FINANCIAL RESULTS AND

DIVIDENDS

The financial results for the year can be found in the

Company Income Statement on page

74

. The Company

declared the following interim dividends in respect of

the year to 31 March 2024, amounting to

5.50 pence per

share.

Relevant period

Dividend

per share

(p)

Ex-dividend

date

Record

date

Payment

date

1 April to

30 June 2023

1.375

14 September

2023

15 September

2023

29 September

2023

1 July to 30

September 2023

1.375

21 December

2023

22 December

2023

12 January

2024

1 October to 31

December 2023

1.375

21 March

2024

22 March

2024

5 April

2024

1 January to 31

March 2024

1.375

4 July

2024

5 July

2024

19 July

2024

Triple Point Energy Transition plc

60

Governance

/

POWERS OF THE DIRECTORS

The powers given to the Directors are contained within 

the current articles of association of the Company (the 

“Articles”), are subject to relevant legislation and, in 

certain circumstances (including in relation to the issuing 

or buying back by the Company of its shares), are 

subject to the authority being given to the Directors by 

shareholders in general meetings. 

The Articles govern the appointment and replacements 

of Directors. 

/

DIRECTORS’ INDEMNITY

Subject to the provisions of the Act, the Company has 

agreed to indemnify each Director against all liabilities 

which any Director may suffer or incur arising out of or in 

connection with any claim made, or proceedings taken 

against him/her, or any application made by him/her, on 

the grounds of his/her negligence, default, breach of 

duty or breach of trust in relation to the Company or any 

associated Company. 

This policy remained in force during the financial 

period and also at the date of approval of the financial 

statements. 

The Company maintains appropriate Directors’ and 

Officers’ liability insurance in respect of legal action 

against its Directors on an ongoing basis. 

/

FINANCIAL RISK MANAGEMENT

The information relating to the Company’s financial risk 

management and policies can be found in Note 17 of the 

financial statements. 

/

POST-BALANCE SHEET EVENTS

Important events that have occurred since the end of the 

financial year can be found in Note 2

1 of the notes to the 

financial statements. 

/

AMENDMENT TO THE ARTICLES

The Articles may only be amended with shareholders’ 

approval in accordance with the relevant legislation. 

/

SHARE CAPITAL

As at 31 March 2024, the Company had 100,014,079 

Ordinary Shares in issue. All of the Ordinary Shares are 

fully paid and carry one vote per share. 

There are no restrictions on the transfer of securities 

in the Company other than certain restrictions which 

may be impaired by law, for example, Market Abuse 

Regulations, and the Company’s Share Dealing Code. 

The Company is not aware of any agreements between 

shareholders that restrict the transfer of Ordinary Shares. 

The Directors are generally and unconditionally 

authorised, in accordance with s.551 of the Act, to 

exercise all powers of the Company to allot Ordinary 

Shares up to an aggregate nominal value of £10,000,000, 

with the authority expiring on 22 July 2025. 

/

PURCHASE OF OWN ORDINARY 

SHARES

At the Company’s Annual General Meeting on 31

August 

2023, the Company was granted authority to make 

market purchases up to a maximum of 10,001,407 

Ordinary Shares. 

The Company made no purchases of its own shares 

during the period. 

/

MAJOR SHAREHOLDINGS

In accordance with DTR 5, the Company was advised of 

the following significant direct and indirect interests in 

the issued Ordinary Share capital of the Company as at 

31 March 2024. 

Number of 

Ordinary 

Shares held

% of 

voting rights

East Riding of Yorkshire Council 

15,000,000 

15.000%

Aviva plc

7,920,488

7.920%

Liontrust Investment Partners LLP 

5,000,000

5.000%

South Yorkshire Pensions Authority 

5,000,000

5.000%

Brewin Dolphin Limited

4,499,929

4.499%

Stichting Juridisch Eigendom 

Privium Sustainable Impact Fund 

4,846,017

4.845%

The Company has not been informed of any changes to 

notifiable interests between 31 March 2024 and the date 

of this report. 

2024 Annual Report

61

Governance

/

DISCLOSURE OF INFORMATION 

TO THE AUDITORS

So far as the Directors are aware, there is no relevant 

audit information of which the auditor is unaware. 

The Directors have taken all the steps that they ought 

to have taken as Directors to make themselves aware of 

any relevant audit information and to establish that the 

auditor is aware of that information. 

/

RELATED PARTY TRANSACTIONS

Related Party transactions for the year to 31 March 2024 

can be found in Note 

19 of the financial statements. 

/

RESEARCH AND DEVELOPMENT

No expenditure on research and development was made 

during the period. 

/

DONATIONS AND 

CONTRIBUTIONS

No political or charitable donations were made during 

the period. 

/

BRANCHES OUTSIDE THE UK

There were no branches of the business located outside 

the United Kingdom. 

/

STREAMLINED ENERGY CARBON 

REPORTING

In relation to the Streamlined Energy and Carbon 

Reporting (“SECR”), implemented by The Companies 

(Directors’ Report) and Limited Liability Partnerships 

(Energy and Carbon Report) Regulations 2018, for the 

year ended 31 March 2024 the Group is considered to 

be a low energy user (<40,000KWh) and therefore falls 

below the threshold to produce an energy and carbon 

report. 

/

ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be 

held on 27 August 2024.

/

BUSINESS RELATIONSHIPS 

The Company has a set of third

-

party corporate service 

providers that ensure the smooth running of the Group’s 

activities. The Group’s key service providers are listed on 

page 106

and the Management Engagement Committee 

annually reviews the effectiveness and performance 

of these service providers, taking into account any 

feedback received. Each of these relationships is critical 

to the long-term success of the business. Therefore, 

the Company and the Investment Manager maintain 

high standards of business conduct by acting in a 

collaborative and responsible manner with all its service 

providers that protects the reputation of the Group as a 

whole. 

The s.172 statement on page 22 provides more detail 

on how the Board considers the interests of such 

stakeholders in its decision making. 

/

SIGNIFICANT AGREEMENTS 

In the event of a takeover offer, under the Investment 

Management Agreement, once a takeover offer becomes 

fully unconditional, TENT will be required to pay the 

Investment Manager the maximum fee (£1.351 million 

minus any retainer fees already paid before the takeover 

offer became unconditional) within five business days. 

There are no other significant agreements that take effect, 

alter or terminate on change of control of the Company 

following a takeover. Additionally, there are no agreements 

with the Company or a subsidiary in which a Director 

is or was materially interested or to which a controlling 

shareholder was a party. 

/ EMPLOYEES

The Company has no employees and accordingly there is 

no requirement to separately report on this area. 

The Investment Manager is an equal opportunities 

employer that respects and seeks to empower each 

individual and the diverse cultures, perspectives, skills and 

experiences within its workforce. The Investment Manager 

places great importance on company culture and the 

wellbeing of its employees and considers various initiatives 

and events to ensure a positive working environment. 

Triple Point Energy Transition plc

62

Governance

/

ANTI-BRIBERY POLICY

The Company has a zero-tolerance policy towards 

bribery and is committed to carrying out its business 

fairly, honestly and openly. The anti-bribery policies and 

procedures apply to all its Directors and to those who 

represent the Company. 

/

HUMAN RIGHTS

The Company is not within the scope of the Modern 

Slavery Act 2015 because it has not exceeded the turnover 

threshold and is therefore not obliged to make a slavery 

and human trafficking statement. 

The Board considers the Company to be a low risk given 

the services supplied to or on behalf of the Company and 

believes the Company’s current procedures and ability 

to rely on regulatory oversight in relation to professional 

services are sufficient in this regard. 

/

INFORMATION INCLUDED IN 

THE STRATEGIC REPORT

The information that fulfils the reporting requirements 

relating to the following matters can be found on the 

pages identified. 

Subject matter 

Page reference

Likely future developments 

6 to 

31

On behalf of the Board:

Dr John Roberts 

Chair 

21 June 2024 

2024 Annual Report

63

Governance

The Directors are responsible for preparing the annual 

report and the financial statements in accordance with UK 

adopted international accounting standards and applicable 

law and regulations.

Company law requires the Directors to prepare financial 

statements for each financial year. Under that law the 

Directors are required to prepare the Company financial 

statements in accordance with UK adopted international 

accounting standards. Under company law the Directors 

must not approve the financial statements unless they are 

satisfied that they give a true and fair view of the state 

of affairs of the Company and of the profit or loss for the 

Company for that period.

In preparing these financial statements, the Directors are 

required to:

È

select suitable accounting policies and then apply 

them consistently;

È

make judgments and accounting estimates that are 

reasonable and prudent;

È

state whether they have been prepared in 

accordance with UK adopted international 

accounting standards, subject to any material 

departures disclosed and explained in the financial 

statements;

È

prepare the financial statements on the going concern 

basis unless it is inappropriate to presume that the 

Company will continue in business. As explained 

in N

ote 1 to the financial statements, following 

the General Meeting vote on 22 March 2024, the 

Directors do not believe the going concern basis to 

be appropriate and, in consequence, these financial 

statements have not been prepared on that basis;

and

È

prepare a Directors’ report, a strategic report and 

Directors’ remuneration report which comply with the 

requirements of the Act.

The Directors are responsible for keeping adequate 

accounting records that are sufficient to show and explain 

the C

ompany’s transactions and disclose with reasonable 

accuracy at any time the financial position of the 

C

ompany 

and enable them to ensure that the financial statements 

comply with the Act.

They are also responsible for safeguarding the assets of the 

Company and hence for taking reasonable steps for the 

prevention and detection of fraud and other irregularities. 

The Directors are responsible for ensuring that the annual 

report and accounts, taken as a whole, are fair, balanced, 

and understandable and provides the information 

necessary for shareholders to assess the Company’s 

performance, business model and strategy.

The Directors are responsible for ensuring the annual 

report and the financial statements are made available 

on a website. 

Financial statements are published on 

the C

ompany’s website in accordance with legislation 

in the United Kingdom governing the preparation and 

dissemination of financial statements, which may vary from 

legislation in other jurisdictions. 

The maintenance and 

integrity of the 

C

ompany’s website is the responsibility of 

the Directors. 

The Directors’ responsibility also extends to 

the ongoing integrity of the financial statements contained 

therein.

The Directors have delegated the hosting and 

maintenance of the Company’s website content to TPIM

,

and its materials are published on the TPIM website 

www.triplepoint.co.uk. Legislation in the United Kingdom 

governing the preparation and dissemination of Financial 

Statements may differ from legislation in other jurisdictions.

/

DIRECTORS’ RESPONSIBILITIES 

PURSUANT TO DTR4

The Directors confirm to the best of their knowledge:

È

The financial statements have been prepared in 

accordance with the applicable set of accounting 

standards, give a true and fair view of the assets, 

liabilities, financial position and profit and loss of the 

Company.

È

The annual report includes a fair review of the 

development and performance of the business and 

the financial position of the Company, together with 

a description of the principal risks and uncertainties 

that they face.

È

We consider the Annual Report and Accounts, taken 

as a whole, is fair, balanced and understandable and 

provides the information necessary for shareholders 

to assess the Company’s position and performance, 

business model and strategy.

/ APPROVAL

This Directors’ responsibilities statement was approved by 

the Board of Directors and signed on its behalf by: 

Dr John Roberts

Chair 

21 June 2024

Directors’ 

Responsibility Statement

Triple Point Energy Transition plc

64

Governance

/

TO THE MEMBERS OF TRIPLE POINT ENERGY TRANSITION PLC

OPINION ON THE FINANCIAL STATEMENTS

In our opinion the financial statements:

È

give a true and fair view of the state of the Company’s affairs as at 31 March 2024 and of its loss for the year then

ended;

È

have been properly prepared in accordance with UK adopted international accounting standards; and

È

have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of Triple Point Energy Transition Plc (the ‘Company’) for the year ended 31

March 2024 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes

in Shareholder’s Equity, the Statement of Cash Flows and notes to the financial statements, including a summary

of material accounting information. The financial reporting framework that has been applied in their preparation is

applicable law and UK adopted international accounting standards.

BASIS FOR OPINION

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.

Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the

financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion. Our audit opinion is consistent with the additional report to the audit

committee.

Independence

Following the recommendation of the audit committee, we were appointed by the Directors on 21 August 2020 to

audit the financial statements for the year ended 31 March 2021 and subsequent financial periods. The period of total

uninterrupted engagement including retenders and reappointments is four years, covering the years ended 31 March

2021 to 31 March 2024. We remain independent of the Company in accordance with the ethical requirements that

are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed

public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

The non-audit services prohibited by that standard were not provided to the Company.

EMPHASIS OF MATTER – FINANCIAL STATEMENTS PREPARED ON A BASIS OTHER THAN

GOING CONCERN

We draw attention to note 1 to the financial statements which explains that at the General Meeting on 22 March 2024,

the Directors proposed an orderly wind-down of the

C

ompany and shareholders have voted in favour of this proposal.

Therefore the Directors do not consider it appropriate to adopt the going concern basis of accounting. Accordingly,

the financial statements have been prepared on a basis other than that of going concern as described in note 1. Our

opinion is not modified in respect of this matter.

Independent Auditor’s

Report

2024 Annual Report

65

Governance

In relation to the Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing 

material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether 

the Directors considered it appropriate to adopt the going concern basis of accounting. As stated in the Note 1 the 

Directors do not consider the Company to be a going concern and have prepared the financial statements on a basis 

other than that of a going concern. 

OVERVIEW

Key audit matter

2024

2023

Valuation of Unquoted Investments 

Yes

Yes

Materiality

Company financial statements as a whole

£1.30m (2023:£1.50m) based on 1.5% (2023: 1.5%) of Net assets 

AN OVERVIEW OF THE SCOPE OF OUR AUDIT

Our audit was scoped by obtaining an understanding of the Company and its environment, including the Company’s 

system of internal control, and assessing the risks of material misstatement in the financial statements. 

We also 

addressed the risk of management override of internal controls, including assessing whether there was evidence of 

bias by the Directors that may have represented a risk of material misstatement.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the 

financial statements of the current period and include the most significant assessed risks of material misstatement 

(whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit 

strategy, the allocation of resources in the audit, and directing the efforts of the engagement team. These matters 

were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, 

and we do not provide a separate opinion on these matters.

Triple Point Energy Transition plc

66

Governance

Key audit matter 

How the scope of our audit addressed 

the key audit matter

Valuation of 

unquoted 

investments 

See Note 

12 and 

accounting 

policy on 

page 

88 to 

91

.

The Company holds 

an investment in its 

subsidiary TENT Holdings 

Limited. As the 

company 

meets the definition of 

an investment entity it 

measures this investment 

at fair value through 

profit and loss rather than 

consolidating it.

The fair value of the 

Company’s investment is 

determined with reference 

to the fair values of the 

underlying investments 

held 

by TENT Holdings 

Limited, which comprise 

both loan investments and 

the

Hydroelectric Portfolio

investment (which is a 

combination of equity 

and loan investments). 

These investments have 

been classified within 

level 3 as they are not 

traded and contain certain 

unobservable inputs and 

there is a high level of 

estimation uncertainty 

involved in determining 

the investment valuations.

The Investment Manager’s 

fee is based on the value 

of the net assets of the 

company. The Investment 

Manager is responsible 

for preparing the 

valuation of investments 

which are reviewed and 

approved by the Board. 

Notwithstanding this 

review, there is a potential 

risk of misstatement in 

the investment valuations. 

We, therefore, have 

determined the valuation 

of investments to be a key 

audit matter.

In respect of the unquoted investments in the Hydroelectric Portfolio

held by TENT Holdings Limited as at 31 March 2024 (combined equity 

and loan investments), which are valued using discounted cash flow 

models (“DCF”), we performed the following procedures:

È

Reviewed and challenged the key assumptions including, inter 

alia, discount factors, inflation, asset life, energy yield and power 

price applied by benchmarking these to available industry data and 

verifying these to supporting evidence

È

Consulted with our internal valuations experts on the 

appropriateness of the assumptions, including the discount rate, 

inflation, power price, and asset life.

È

Considered the independence and credentials of management 

experts engaged to perform valuations of the renewable assets in the 

portfolio and held discussions with management’s experts regarding 

their key assumptions applied;

È

Used spreadsheet analysis tools to assess the integrity of the models;

È

Performed sensitivity analysis by adjusting certain key inputs in 

order to calculate a reasonable range of possible valuations where 

appropriate; and

È

Considered the accuracy of forecasting by comparing previous 

forecasts to actual results.

We performed the following procedures around the valuation of the loan 

investments held by TENT Holdings Limited as at 31 March 2024:

È

Agreed the terms of the loan from agreement such as interest rates 

and contractual cash flows, to the relevant valuation models;

È

Agreed the cash outflow associated with making the loan 

investments to the bank statement;

È

Assessed the determination of the market discount rate applied to 

the valuation of the loans through, inter alia, consideration of the 

expected Internal Rate of Return over its life, movements in base 

rates, and changes in the credit quality of counterparties;

È

Consulted with our internal valuations expert on the appropriateness 

of the market discount rate applied to the valuation of the loans; 

È

Considered the independence and credentials of management 

experts engaged to perform valuations of the assets in the portfolio 

and held discussions with management experts regarding their key 

assumptions applied; and

È

Considered alternate valuation reference points and relevant 

information including non-binding offers or any offer signed post 

year end.

Key Observations:

Based on our procedures performed we found the valuation of 

the investment portfolio and judgements applied therein to be 

acceptable.

2024 Annual Report

67

Governance

OUR APPLICATION OF MATERIALITY

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of 

misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could 

influence the economic decisions of reasonable users that are taken on the basis of the financial statements. 

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a 

lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements 

below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified 

misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial 

statements as a whole. 

Based on our professional judgement, we determined materiality for the financial statements as a whole and 

performance materiality as follows:

Company financial statements

2024

£m

2023

£m

Materiality

£1.30m

£1.50m

Basis for determining materiality

1.5 % of Net assets

Rationale for the benchmark applied

Net Asset Value is a key indicator of performance and as such the most 

relevant benchmark on which to base materiality for the users of the financial 

statements.

Performance materiality

£975k

£1.12m

Basis for determining 

performance materiality

75% of materiality

Rationale for the percentage applied 

for performance materiality

The level of performance materiality applied was set after having considered 

a number of factors including our assessment of the Company’s overall control 

environment and the expected total value of known and likely misstatements 

and the level of transactions in the year.

Specific materiality

We also considered whether, for those items impacting revenue return before tax, a misstatement of less than 

materiality for the financial statements as a whole, specific materiality, could influence the economic decisions of users 

as it is a measure of the Company’s performance. During the year, the Board put a proposal for the orderly winding up 

of the Company, which was approved by shareholders. Due to the change in strategy, revenue reruns are considered 

to be less of a focus for users of the financial statements and thus would not significantly influence their economic 

decisions. As a result, we have not applied specific materiality in the current year (2023: £251k based on 5% of 

revenue return before tax and 75% performance materiality level).

Reporting Threshold 

We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £65k 

(2023:£29k). We also agreed to report differences below this threshold that, in our view, warranted reporting on 

qualitative grounds.

Triple Point Energy Transition plc

68

Governance

OTHER INFORMATION

The Directors are responsible for the other information. The other information comprises the information included in 

the Annual Report other than the financial statements and our auditor’s report thereon. Our opinion on the financial 

statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we 

do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in 

doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge 

obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material 

inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material 

misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is 

a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

CORPORATE GOVERNANCE STATEMENT

The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that 

part of the Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate 

Governance Code specified for our review. 

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the 

Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during 

the audit. 

Going concern 

and longer-term 

viability

È

The Directors’ statement with regards to the appropriateness of adopting the going concern 

basis of accounting and any material uncertainties identified set out on page 78; and

È

The Directors’ explanation as to their assessment of the Company’s prospects, the period this 

assessment covers and why the period is appropriate set out on page 31

Other Code 

provisions 

È

Directors’ statement on fair, balanced and understandable set out on page 63; 

È

Board’s confirmation that it has carried out a robust assessment of the emerging and principal 

risks set out on page 26

;

È

The section of the annual report that describes the review of effectiveness of risk management 

and internal control systems set out on page 

45

; and

È

The section describing the work of the audit committee set out on page 44

2024 Annual Report

69

Governance

OTHER COMPANIES ACT 2006 REPORTING

Based on the responsibilities described below and our work performed during the course of the audit, we are required 

by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below. 

Strategic report 

and Directors’ 

report 

In our opinion, based on the work undertaken in the course of the audit:

È

the information given in the s

trategic report and the Directors’ report for the financial year for 

which the financial statements are prepared is consistent with the financial statements; and

È

the s

trategic report and the Directors’ report have been prepared in accordance with 

applicable legal requirements.

In the light of the knowledge and understanding of the Company and its environment obtained 

in the course of the audit, we have not identified material misstatements in the strategic report or 

the Directors’ report.

Directors’ 

remuneration

In our opinion, the part of the Directors’ remuneration report to be audited has been properly 

prepared in accordance with the Companies Act 2006.

Matters on 

which we 

are required 

to report by 

exception

We have nothing to report in respect of the following matters in relation to which the Companies 

Act 2006 requires us to report to you if, in our opinion:

È

adequate accounting records have not been kept, or returns adequate for our audit have not 

been received from branches not visited by us; or

È

the financial statements and the part of the Directors’ remuneration report to be audited are 

not in agreement with the accounting records and returns; or

È

certain disclosures of Directors’ remuneration specified by law are not made; or

È

we have not received all the information and explanations we require for our audit.

RESPONSIBILITIES OF DIRECTORS

As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation 

of the financial statements and for being satisfied that they give a true and fair view, and for such internal control 

as the Directors determine is necessary to enable the preparation of financial statements that are free from material 

misstatement, whether due to fraud or error.

In preparing the financial statements, 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 AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from 

material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. 

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with 

ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are 

considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic 

decisions of users taken on the basis of these financial statements.

Triple Point Energy Transition plc

70

Governance

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line 

with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. 

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Non-compliance with laws and regulations:

Based on:

È

Our understanding of the legal and regulatory framework applicable to the Company and the industry in which it 

operates;

È

Discussion with management and those charged with governance;

È

Obtaining an understanding of the control environment in monitoring compliance with laws and regulations; 

È

we considered the significant laws and regulations to include (but not limited to) compliance with the Companies 

Act 2006, the FCA listing and DTR rules, the principles of the UK Corporate Governance Code, industry practice 

represented by the Association of Investments Companies’ Statement of Recommended practice: Financial 

Statements of Investment Trust Companies and Venture Capital Trusts (“the SORP”), requirements of s.1158 of the 

Corporation Tax Act, and the applicable financial reporting framework. 

Our procedures in respect of the above included:

È

Agreement of the financial statement disclosures to underlying supporting documentation;

È

Enquiries of directors and those charged with governance of their knowledge of non-compliance with laws and 

regulations; 

È

Review of minutes of board meetings throughout the period to identify any instances of non-compliance with laws 

and regulations and corroborate our above inquiries; and

È

Reviewing the calculation in relation to Investment Trust compliance to check that the Company was meeting its 

requirements to retain their Investment Trust Status.

Fraud: 

We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk 

assessment procedures included:

È

Enquiry with management and those charged with governance (including Audit Committee) regarding any known 

or suspected instances of fraud;

È

Obtaining an understanding of the Company’s policies and procedures relating to:

a)

Detecting and responding to the risks of fraud; and 

b)

Internal controls established to mitigate risks related to fraud. 

È

Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;

È

Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and

È

Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of 

material misstatement due to fraud; 

Based on our risk assessment, we considered the areas most susceptible to fraud to be the valuation of unquoted 

investments and management override of controls. 

2024 Annual Report

71

Governance

Our tests included, but were not limited to: 

È

The procedures set out in the Key Audit Matters section above; 

È

Testing journals posted in the process of preparation of financial statements

È

Incorporating an element of unpredictability into our testing by testing a sample of expense entries that would not 

otherwise have been selected for testing to supporting documentation; and 

È

Evaluating whether there was evidence of bias by the Investment Manager and Directors that represented a risk of 

material misstatement due to fraud. 

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team 

members, who were deemed to have the appropriate competence and capabilities, and remained alert to any 

indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, 

recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting 

one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or 

through collusion. There are inherent limitations in the audit procedures performed and the further removed non-

compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less 

likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: 

www.frc.org.uk/auditorsresponsibilities. 

This description forms part of our auditor’s report.

USE OF OUR REPORT

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the 

Companies Act 2006. 

Our audit work has been undertaken so that we might state to the Company’s members 

those matters we are required to state to them in an auditor’s report and for no other purpose. 

To the fullest extent 

permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s 

members as a body, for our audit work, for this report, or for the opinions we have formed.

Peter Smith (Senior Statutory Auditor)

For and on behalf of BDO LLP, Statutory Auditor

London, UK

21 June 2024

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

Financial 

Statements

Triple Point Energy Transition plc

74

Financial Statements

Statement of

Comprehensive Income

For the year ended 31 March 2024

Year Ended 31 March 2024

Year Ended 31 March 2023

Note

Revenue

£’000

Capital

£’000

Total

£’000

Revenue

£’000

Capital

£’000

Total

£’000

Investment income

5

7,407

-

7,407

7,282

–

7,282

(Loss)/Profit arising on the revaluation of

investments

-

(12,163)

(12,163)

–

4,017

4,017

Investment return

7,407 (12,163)

(4,756)

7,282

4,017

11,299

Investment management fees

4

648

216

864

662

221

883

Other expenses

6

1,631

21

1,652

1,581

22

1,603

2,279

237

2,516

2,243

243

2,486

Profit/(loss) before taxation

5,128 (12,400)

(7,272)

5,039

3,774

8,813

Taxation

8

–

–

–

–

–

–

Profit/(loss) after taxation

5,128 (12,400)

(7,272)

5,039

3,774

8,813

Other comprehensive income

–

–

–

–

–

–

Total comprehensive income/(loss)

5,128 (12,400)

(7,272)

5,039

3,774

8,813

Basic & diluted earnings/(losses)

per share (pence)

9

5.13p

(12.40p)

(7.27p)

5.04p

3.78p

8.81p

The total column of this statement is the Income Statement of the Company prepared in accordance with

the requirements of the Act and in accordance with the UK adopted international accounting standards. 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.

This Income Statement includes all recognised gains and losses.

The accompanying Notes on pages

78 to 98

are an integral part of this statement.

2024 Annual Report

75

Financial Statements

Balance Sheet

at 31 March 2024

Company Number: 12693305

Note

31 March 2024

£’000

31 March 2023

£’000

Non-current assets

Investments at fair value through profit or loss

12

–

90,060

Current assets

Assets held-for-sale

12

83,367

–

Trade and other receivables

13

370

374

Cash and cash equivalents

3,713

9,257

87,450

9,631

Total assets

87,450

99,691

Current liabilities

Trade and other payables

14

(773)

(242)

(773)

(242)

Net assets

86,677

99,449

Equity attributable to equity holders

Share capital

15

1,000

1,000

Share premium

13

13

Special distributable reserve

89,815

91,037

Capital reserve

(5,307)

7,093

Revenue reserve

1,156

306

Total equity

86,677

99,449

Shareholders’ funds

Net asset value per Ordinary Share (pence)

11

86.66p

99.44p

The statements were approved by the Directors and authorised for issue on

21 June 2024

and are signed on behalf of

the Board by:

Dr John Roberts

Chair

21 June 2024

The accompanying Notes on pages

78 to 98

are an integral part of this statement.

Triple Point Energy Transition plc

76

Financial Statements

Statement of Changes in

Shareholders’ Equity

For the year ended 31 March 2024

For the year ended 31 March 2024

Note

Issued

Capital

£’000

Share

Premium

£’000

Special

Distributable

Reserve

£’000

Capital

Reserve

£’000

Revenue

Reserve

£’000

Total

£’000

Opening balance

1,000

13

91,037

7,093

306

99,449

Issue of share capital

15

–

–

–

–

–

–

Total comprehensive income

for the year

–

–

–

(12,400)

5,128

(7,272)

Dividends paid

10

–

–

(1,222)

–

(4,278)

(5,500)

Balance at 31 March 2024

1,000

13

89,815

(5,307)

1,156

86,677

For the year ended 31 March 2023

Note

Issued

Capital

£’000

Share

Premium

£’000

Special

Distributable

Reserve

£’000

Capital

Reserve

£’000

Revenue

Reserve

£’000

Total

£’000

Opening balance

1,000

13

91,444

3,319

361

96,137

Issue of share capital

16

–

–

–

–

–

–

Total comprehensive income

for the year

–

–

–

3,774

5,039

8,813

Dividends paid

11

–

–

(407)

–

(5,094)

(5,501)

Balance at 31 March 2023

1,000

13

91,037

7,093

306

99,449

The capital reserve represents the proportion of Investment Management fees and other expenses, where applicable,

charged against capital and realised/unrealised gains or losses on the disposal/revaluation of investments. The

unrealised element of the capital reserve is not distributable. The special distributable reserve was created on court

cancellation of the share premium account. The revenue, special distributable and realised capital reserves are

distributable by way of dividend and total £

85.7 million (31 March 202

3: £

90.9 million).

The accompanying Notes on pages

78 to 98

are an integral part of this statement.

2024 Annual Report

77

Financial Statements

Statement of Cash Flows

For the year ended 31 March 2024

Note

Year ended

31 March 2024

£’000

Year ended

31 March 2023

£’000

Cash flows from operating activities

(Loss)/profit before taxation

(7,272)

8,813

Loss/(gain) on revaluation of investments held for sal

e

12

12,163

(4,017)

Cash flows from operations

4,891

4,796

Interest income

5

(4,459)

(3,402)

Interest received

3,574

2,541

(Increase)/Decrease in receivables

13

99

(57)

Increase/(Decrease) in payables

14

531

(170)

Net cash flows from operating activities

4,636

3,708

Cash flows from investing activities

Purchase of financial assets at fair value through profit or loss

12

(9,229)

(9,433)

Loan principal repaid

12

4,549

3,339

Net cash flows used in investing activities

(4,680)

(6,094)

Cash flows used in financing activities

Issue of shares

15

–

–

Dividends paid

(5,500)

(5,501)

Net cash flows from financing activities

(5,500)

(5,501)

Net decrease in cash and cash equivalents

(5,544)

(7,887)

Reconciliation of net cash flow to movements in cash and

cash equivalents

Cash and cash equivalents at beginning of year

9,257

17,144

Net decrease in cash and cash equivalents

(5,544)

(7,887)

Cash and cash equivalents at end of year

3,713

9,257

The accompanying Notes on pages

78 to 98

are an integral part of this statement.

Triple Point Energy Transition plc

78

Notes to the Financial

Statements

Financial Statements

/ 1. CORPORATE INFORMATION

The Company is incorporated and domiciled in the

United Kingdom, registered in England and Wales under

number 12693305 pursuant to the Act. The registered

office and principal place of business is located at

1 King William Street, London EC4N 7AF.

On 28 October 2022, the Ordinary Shares of the

Company were admitted to the premium listing segment

of the Official List of the Financial Conduct Authority

and to the Premium Segment of the Main Market of the

London Stock Exchange. Prior to this, from the IPO, the

Company’s Ordinary Shares traded on the Specialist

Fund Segment of the Main Market of the London Stock

Exchange.

At the General Meeting on 22 March 2024, the Directors

proposed an orderly wind-down of the Company as the

best course of action and shareholders voted in favour of

this proposal. This proposal received almost unanimous

support from the voting shareholders. Accordingly, the

Company’s financial statements have been prepared

on a basis other than that of going concern.

Except

for as disclosed in the following paragraphs,

no

further

adjustments were made in the Company’s financial

statements in relation to the Company no longer being a

going concern.

Additionally, the Investment Management Agreement

was restated following shareholder approval at the

General Meeting, with the amendments summarised in

Part I of the Circular published on 5 March 2024. Further

details can be found on page

48.

The Company aims to achieve its Investment Objective

by conducting an orderly realisation of the Group’s

assets, seeking to balance prompt cash returns to

Shareholders with value maximisation, while maintaining

an income return as long as the Group owns assets

generating sufficient income.

Following the implementation of the managed wind-

down and the new investment policy, the Company

will no longer make new investments. Furthermore, the

Company is actively seeking to dispose of its investments

and has enlisted the corporate finance advisory expertise

of PwC to ensure these transactions are executed

proficiently and yield the best possible outcomes for

shareholders. Considering these events, the Company

meets the criteria for an asset held for sale under IFRS 5.

This conclusion has been reached based on the following

IFRS 5 criteria:

È

The Board is committed to a plan to sell the assets.

È

The asset is available for immediate sale.

È

An active programme to locate a buyer has been

initiated.

È

The sale is highly probable within 12 months of

classification as held for sale.

È

Actions related to the sale plan indicate a low

likelihood of significant changes or cancellation.

To date, three investments have been repaid or disposed

of, and PwC is actively running a disposal process to

sell the Hydroelectric Portfolio and remaining LED

receivables loan within the next 12 months.

As a result, the investments held at fair value through

profit or loss were transferred from non-current to current

as a

ssets held-for-sale in the financial statements.

/ 2.

MATERIAL ACCOUNTING

POLICIES

BASIS OF PREPARATION

The financial statements, which aim to give a true and fair

view, have been prepared in accordance with UK-adopted

international accounting standards and the applicable

legal requirements of the Companies Act 2006.

The Company prepares its financial statements in

compliance with UK-adopted International Accounting

Standards.

From 1 January 2023 IAS1 has been amended

introducing the concept Material Accounting Policy

Information. The Company has performed a review of its

existing accounting policies and updated where relevant.

Other new standards coming into force during the year

and future standards that come into effect after the year-

end have not had a material impact on these financial

statements.

2024 Annual Report

79

Financial Statements

The Company has carried out assessment of accounting

standards, amendments and interpretations that have

been issued by IASB and that are effective for the current

reporting period. The Company has determined that

the transitional effects of the standards do not have a

material impact.

The financial statements have been prepared in

accordance with the guidelines outlined in the Statement

of Recommended Practice: Financial Statements of

Investment Trust Companies and Venture Capital Trusts

(“SORP”) issued by the Association of Investment

Companies (“AIC”) in April 2021 and to the extent this

does not conflict with IFRS. This ensures that the financial

statements are relevant and applicable to the Company.

In line with the SORP, supplementary information

has been provided to analyse the Statement of

Comprehensive Income and distinguish between items

of a revenue and capital nature. This supplementary

information is presented alongside the total Statement

of Comprehensive Income, allowing for a comprehensive

understanding of the Company’s financial performance

and the breakdown between revenue and capital

activities.

The financial statements are prepared on the historical

cost basis, except for revaluation of certain financial

investments at fair value through profit or loss. The

principal accounting policies adopted are set out

below and consistently applied, subject to changes in

accordance with any amendments in IFRS.

The financial statements are presented in sterling and all

values are rounded to the nearest thousand (£000)

The Company regularly reviews estimates and underlying

assumptions on an ongoing basis. Any revisions to

accounting estimates are recognised in the period in

which the estimates are revised and in future periods

affected. The significant estimates, judgments, or

assumptions made during the period are detailed on

page

83.

BASIS OF CONSOLIDATION

The sole objective of the Company, through its subsidiary

TENT Holdings, was to make investments, via individual

corporate entities. The Company typically subscribed for

equity in or issued loans to TENT Holdings in order for it

to finance its investments.

The Directors have concluded that in accordance

with IFRS 10, the Company meets the definition of an

investment entity having evaluated the criteria that

need to be met (see below). Under IFRS 10, investment

entities are required to hold subsidiaries at fair value

through the Income Statement rather than consolidate

them on a line-by-line basis, meaning TENT Holdings’

cash, debt and working capital balances are included

in the fair value of the investment rather than in the

Company’s assets and liabilities. However, in substance,

TENT Holdings is investing the funds of the investors of

the Company on its behalf and is effectively performing

investment management services on behalf of many

unrelated beneficiary investors. TENT Holdings Limited

meets the criteria to be classified as an independent

investment entity in accordance with IFRS 10, thereby

meeting the criteria of exemption from consolidating

its subsidiaries. The Company therefore does not

consolidate its Subsidiaries.

CHARACTERISTICS OF AN INVESTMENT

ENTITY

There are three key conditions to be met by the

Company for it to meet the definition of an investment

entity.

For each reporting period, the Directors will

continue to assess whether the Company continues to

meet these conditions:

1. It obtains funds from one or more investors for the

purpose of providing these investors with professional

investment management services;

2. It commits to its investors that its business purpose is

to invest its funds solely for returns (including having an

exit strategy for investments) from capital appreciation,

investment income or both; and

3. It measures and evaluates the performance of

substantially all its investments on a fair value basis.

In satisfying the second criteria, the notion of an

investment time frame is critical. An investment entity

should not hold its investments indefinitely but should

have an exit strategy for their realisation. Following

the shareholders’ approval to change the Company’s

Investment Objective and Investment Policy at a General

Meeting on 22 March 2024, the Company is conducting

an orderly realisation of the assets of the Group, to be

effected in a manner that seeks to achieve a balance

between returning cash to Shareholders promptly and

maximising value, while maintaining an income return for

so long as the Group continues to own assets generating

sufficient income.

The Company’s subsidiaries are therefore measured at

fair value through profit or loss in accordance with IFRS

13 “Fair Value Measurement”, IFRS 10 “Consolidated

Financial Statements”, IFRS 9 “Financial Instruments”

and IFRS 5 “Non-current Assets Held for Sale and

Discontinued Operations”.

Triple Point Energy Transition plc

80

Notes to the Financial

Statements

Financial Statements

The Directors believe the treatment outlined above

provides the most relevant information to investors.

FINANCIAL INSTRUMENTS

Financial assets and financial liabilities are recognised

on the Company’s statement of financial position when

the Company becomes a party to the contractual

provisions of the instrument. Financial assets are to

be de-recognised when the contractual rights to the

cash flows from the instrument expire or the asset is

transferred, and the transfer qualifies for de-recognition

in accordance with IFRS 9 Financial Instruments.

Financial assets

The Company classifies its financial assets as either

investments at fair value through profit or loss or financial

assets at amortised cost. The classification depends on

the purpose for which the financial assets are acquired.

The Investment Manager determines the classification of

its financial assets at initial recognition.

Assets held-for-sale

A non-current asset or disposal group is classified as

held-for-sale when its carrying amount will be recovered

principally through a sale transaction. This is the case

when the asset is available for immediate sale in its

present condition subject only to terms that are usual

and customary for sales of such asset and its sale is highly

probable. On initial classification as held-for-sale, non-

current assets are reclassified as current assets.

In accordance with IFRS 5 “Non-current Assets Held

for Sale and Discontinued Operations,” the Company,

which is currently in an orderly wind-down process, now

classifies Investments as current assets held-for-sale.

Investments at fair value through profit or loss

The Company measures its investments, through its

investment in TENT Holdings, at fair value through profit

or loss. Any changes in the fair value of the Investments

are recognised as gains or losses on investments at fair

value through profit or loss within investment income.

Investments at fair value through profit or loss are

recognised as financial assets at fair value through profit

or loss in accordance with IFRS 9. Investments held at

fair value through profit or loss consist of the Company’s

subsidiary, TENT Holdings.

The Company’s investment in TENT Holdings comprises

both equity and loan notes.

The Company measures its

investment as a single class of financial asset at fair value

in accordance with IFRS 13 Fair Value Measurement, IFRS

9 “Financial Instruments” and IFRS 5 “Non-current Assets

Held for Sale and Discontinued Operations”.

In determining the fair value, the Board will consider

any observable market transactions and will measure fair

value using assumptions that market participants would

use when pricing the asset, including any assumptions

regarding risk surrounding the transaction

.

Financial assets at amortised cost

Trade receivables, loans and other receivables that are

non-derivative financial assets and that have fixed or

determinable payments that are not quoted in an active

market are classified as “financial assets at amortised

cost”. Trade receivables, loans and other receivables

are measured at amortised cost using the effective

interest method, less any impairment. They are included

in current assets, following the shareholder approval of

the orderly wind-down of the Company. The Company’s

financial assets held at amortised cost comprise “trade

and other receivables” and “cash and cash equivalents”

in the statement of financial position.

Financial liabilities and equity

Debt and equity instruments are classified as either

financial liabilities or as equity in accordance with the

substance of the contractual arrangement.

Financial liabilities

Financial liabilities are classified as other financial

liabilities, comprising other non-derivative financial

instruments, including trade and other payables, which

are to be measured at amortised cost using the effective

interest method.

2024 Annual Report

81

Financial Statements

Effective interest method

The effective interest rate is the rate that exactly

discounts estimated future cash payments or receipts

through the expected life of the financial instrument to

the relevant asset’s carrying amount.

Fair value estimation for investments at fair value

The Group’s investments are not typically traded in

active markets. Fair value is calculated by discounting

at an appropriate discount rate future cash flows

expected to be received, by TENT Holdings, from the

investment portfolio. The underlying cash flows are

from investments in both equity (dividends and equity

redemptions), shareholder, inter-company and third-party

loans (interest and repayments). The valuations are based

on the expected future cash flows, using reasonable

assumptions and forecasts for revenues, operating

costs, macro-level factors and an appropriate discount

rate. Under circumstances where an offer is received

for the Investment and the Company deems this to be

fair market value, the valuation method may change to

be based on the offer value. This can be demonstrated

in the valuations of the BESS Portfolio and the CHP

Portfolio. The latter is based on the offer received to

refinance these debt facilities repaying a total of £17.5

million, £14.5 million of which has been received and

£3 million of which is receivable in three instalments in

September 2024, June 2025 and September 2026.

The discount rates used in the valuation exercise

represent the Investment Manager’s best assessment

of the rate of return in the market for assets with similar

characteristics and risk profile. The discount rates

are reviewed on a regular basis and updated, where

appropriate, to reflect changes in the market and in the

project risk characteristics.

Investments, which are entered into by TENT Holdings,

are designated upon initial recognition as held at fair

value through profit or loss. Gains or losses resulting

from the movement in fair value of the investments

are reflected in the valuation of TENT Holdings and

recognised in the Statement of Comprehensive Income

at each valuation point.

The Company’s loan and equity investment in TENT

Holdings is held at fair value through profit or loss which

is measured by reference to the net asset value of TENT

Holdings. Gains, losses or disposal expenditure, resulting

from the movement in fair value are recognised in the

Company’s Statement of Comprehensive Income at each

valuation point.

For each valuation period the Company engages

external, independent and qualified valuers to assess

the validity of the forecast cash flow assumptions and

discount rates used by the Investment Manager in

determination of fair value. The Board reviews and

approves the valuations following appropriate challenge

and examination.

REVENUE RECOGNITION

Gains and losses on fair value of investments in the

income statement represent gains or losses that arise

from the movement in the fair value of the Company’s

investment in TENT Holdings.

Investment income comprises interest income and

dividend income received from the Company’s subsidiary,

TENT Holdings. Interest income is recognised in the

Income Statement using the effective interest method.

Dividends from TENT Holdings are recognised when

the Company’s right to receive payment has been

established

.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash balances,

deposits held on call with banks and other short-term highly

liquid deposits with original maturities of three months or

less. At 31 March 2024, the Company’s cash balances were

held in the Company’s bank current account.

There are no expected credit losses and the counterparty

risk is mitigated as the banking institution that the Company

holds balances with has good credit ratings assigned by

international credit rating agencies.

Transactions and balances

Transactions in foreign currencies are translated at

the foreign exchange rate ruling at the date of the

transaction. Monetary assets and liabilities denominated

in foreign currencies at the reporting date are translated

at the foreign exchange rate ruling at that date.

Foreign exchange differences arising on translation are

recognised in the Income Statement.

DIVIDENDS

Dividends to the Company’s shareholders are recognised

when they become legally payable. In the case of interim

dividends, this is when they are paid. In the case of

final dividends, this is when they are approved by the

shareholders at the Annual General Meeting.

Triple Point Energy Transition plc

82

Notes to the Financial

Statements

Financial Statements

FUND EXPENSES

Expenses are accounted for on an accruals basis. Share

issue expenses of the Company directly attributable

to the issue and listing of shares are charged to the

share premium account. The Company’s investment

management fee, administration fees and all other

expenses are charged through the Income Statement.

Capital expenses

In accordance with the Company’s original investment

objective, income returns in the financial year constitute

the majority of the Company’s return and therefore

only 25% of the investment management fee has been

charged as a capital item within the Income Statement.

All expenditures will be carefully assessed to determine

whether they are related to revenue or capital.

Subsequently, the expenditure will be appropriately

allocated to the respective section in the income

statement.

TAXATION

Under the current system of taxation in the UK, the

Company is liable to taxation on its operations in the UK.

Current tax is the expected tax payable on the taxable

income for the period, using tax rates that have been

enacted or substantively enacted at the date of the

Statement of Financial Position.

Deferred tax is the tax expected to be payable or

recoverable on temporary differences between the

carrying amounts of assets and liabilities in the financial

statements and the corresponding tax bases used in the

computation of taxable profit. Deferred tax liabilities are

generally recognised for all taxable temporary differences

and deferred tax assets are recognised to the extent that

it is probable that taxable profits will be available against

which deductible temporary differences can be utilised.

Deferred tax assets and liabilities are not recognised if

the temporary differences arise from goodwill or from

the initial recognition of other assets and liabilities in

a transaction that affects neither the tax profit nor the

accounting profit.

Deferred tax liabilities are recognised for taxable

temporary differences arising on investments, except

where the Company is able to control the timing of the

reversal of the difference and it is probable that the

temporary difference will not reverse in the foreseeable

future. Deferred tax is calculated at the tax rates that

are expected to apply in the period when the liability is

settled, or the asset is realised. Deferred tax is charged or

credited to the Income Statement except when it relates

to items charged or credited directly to equity, in which

case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is

a legally enforceable right to set off tax assets against tax

liabilities and when they relate to income taxes levied by

the same taxation authority and the Company intends to

settle its current tax assets and liabilities on a net basis.

Deferred tax assets and liabilities are not discounted.

NEW, REVISED AND AMENDED STANDARDS

APPLICABLE IN THE PERIOD

A number of amended standards became applicable for

the current reporting period. The Company did not have

to change its accounting policies or make retrospective

adjustments as a result of adopting these amended

standards.

The most significant of these standards are set out

below:

New standards and amendments – applicable

1 January 2023

È

IFRS 17 Insurance Contracts

È

Classification of Liabilities as Current or Non-current –

Amendments to IAS 1

È

Disclosure of Accounting Policies – Amendments to

IAS 1 and IFRS Practice Statement 2

È

Definition of Accounting Estimates – Amendments to

IAS 8

È

Deferred Tax related to Assets and Liabilities arising

from a Single Transaction – Amendments to IAS 12

È

Sale or contribution of assets between an investor

and its associate or joint venture – Amendments to

IFRS 10 and IAS 28

2024 Annual Report

83

Financial Statements

FORTHCOMING REQUIREMENTS

The following standards and interpretations had been

issued but were not mandatory for annual reporting

periods ending on or before 31 March 2024:

È

Amendments to IAS 1 on classification of liabilities

clarify that liabilities are classified as either current

or non-current, depending on the rights that exist at

the end of the reporting period and amendments to

Non-current Liabilities with covenants.

È

Amendments to IFRS16 on Lease Liability in a Sale

and Leaseback

È

IAS 7 “Statement of Cash Flows” and IFRS 7

“Financial Instruments: Disclosures (Amendment –

Supplier Finance Arrangements)”

The impact of these standards is not material to the

reported results of the Company.

SEGMENTAL REPORTING

The Chief Operating Decision Maker (the “CODM”)

being the Board of Directors, is of the opinion that the

Company is engaged in a single segment of business,

being investment. All the investments are based in

the UK.

The Company has no single major customer. The internal

financial information to be used by the CODM on a

quarterly basis to allocate resources, assess performance

and manage the Company will present the business as a

single segment comprising the portfolio of investments

in energy transition assets.

/ 3.

CRITICAL ACCOUNTING

ESTIMATES, JUDGEMENTS

AND ASSUMPTIONS

In the application of the Company’s accounting policies,

which are described in Note 2, the Directors are required

to make judgements, estimates and assumptions about

the fair value of assets and liabilities that affect reported

amounts. It is possible that actual results may differ from

these estimates.

The preparation of the financial statements requires the

Board to make judgements, estimates and assumptions

that affect the application of the accounting policies

and the reported amount of assets, liabilities, income

and expenses. Estimates, by their nature, are based

on judgement and available information, hence actual

results may differ from these judgements, estimates and

assumptions.

The key estimates that have a significant impact on

the carrying values of underlying investments that are

valued by reference to the discounted value of future

cashflows are the useful life of the assets, the discount

rates, the rate of inflation, the price at which the power

and associated benefits can be sold and the amount

of electricity the assets are expected to produce. The

sensitivity analysis of these key assumptions is outlined in

Note 12

to the financial statements, on pages 88 to 91.

For equity investments, entered into by TENT Holdings,

useful lives are based on the Investment Man

a

ger’s

estimates of the period over which the assets will

generate revenue which are periodically reviewed for

continued appropriateness. Where land is leased from

an external landlord, the operational life assumed for the

purposed of the asset valuations is valued at lease expiry

or end of contractual extension options. For the loan

investments the future cash flows are as per contractual

maturity of the facility.

The discount rates are subjective and therefore it is

feasible that a reasonable alternative assumption may

be used resulting in a different value. The discount

rates applied to cashflows are reviewed regularly by

the Investment Manager to ensure they are at an

appropriate level. The Investment Manager will take into

consideration market transactions, of similar nature, when

considering changes to the discount rates used. For the

year end and half-year accounts, the Company engages

external, independent valuers to assess the validity of

the discount rates used by the Investment Manager in

determination of fair value.

For equity investments, by TENT Holdings, the

revenues and expenditure of the investee companies

are frequently or wholly subject to indexation and an

assumption is made as to near term and long-term

rates. For debt investments, by TENT Holdings, the

cashflows are determined by reference to contractual

arrangements.

The price at which the output from the generating equity

assets is sold is a factor of both wholesale electricity

prices and the revenue received from the Government

support regimes such as the Feed in Tariffs. Future power

prices are estimated using external third-party forecasts

which take the form of special consultancy reports, which

reflect various factors including gas prices, carbon prices

and renewables deployment.

TENT Holdings’ investments in unquoted investments are

valued by reference to valuation techniques approved

by the Directors and in accordance with the International

Private Equity and Venture Capital (“IPEV”) Guidelines.

Triple Point Energy Transition plc

84

Notes to the Financial

Statements

Financial Statements

As noted above, the Board has concluded that the

Company meets the definition of an investment entity as

defined in IFRS 10. This conclusion involved a degree of

judgement and assessment as to whether the Company

meets the criteria outlined in the accounting standards.

/ 4.

INVESTMENT MANAGEMENT

FEES

The Company and the Investment Manager entered into an

Investment Management Agreement on 25 August 2020.

During the majority of the financial year the management

fee was calculated as 0.9% of the NAV.

At the Company’s General Meeting on 22 March 2024,

shareholders approved amendments to the IMA on the

terms summarised in Part I of the Circular published to

shareholders on 5 March 2024. The terms of the new IMA

agreement

are

summarised below:

È

a fixed retainer fee:

È

equal to 0.9% of the average market

capitalisation of the Company during the relevant

month, which is payable in cash and on a monthly

basis (the “Retainer Fee”); and

È

a success fee (the “Success Fee”):

È

based on the aggregated value realised across

the portfolio of assets (including committed

amounts) during the wind-down period,

and calculated using the percentage of the

gross aggregated sale value of the Group’s

investments, less the direct costs specifically

associated with the sale of such investments (for

example, fees of professional and legal advisers),

against the value of the investments at the time

of sale based on (i) the most recent third party

reviewed published asset level NAV (in the case

of equity investments) or (ii) drawn amounts,

including repayments made since 30 September

2023 (in the case of debt investments) (“Carrying

Value”) (the “Percentage Value Achieved”).

È

The Success Fee will be calculated using the

following fee structure:

Percentage Value Achieved	Success Fee payable (percentage of Value Realised)
80% - 84.9% of Carrying Value	0.80%
85% - 89.9% of Carrying Value	0.90%
90% and above of Carrying Value	1.00%

È

A minimum Fee (defined as Success Fee plus

Retainer Fee)

of £1.1 million will be payable to the

Investment Manager, with any shortfall being payable

upon the final asset disposal by the Company or,

if a

termination e

vent occurs before such disposal,

on the date of the termination of the Investment

Management Agreement in connection therewith.

È

The aggregate Fee payable to the Investment

Manager will be capped at £1.351 million, which

reflects the maximum fee the Investment Manager

could have received under the previous fee

arrangements.

È

The new Fee arrangement has been implemented

and will remain valid until the earlier of (i) the

completion of the

m

anaged w

ind-d

own; (ii) 20

October 2025; and (iii) the termination of the

Investment Management Agreement in accordance

with its terms.

È

Any taxes applicable to the Fee will be applied as

required.

È

In the event that, prior to completion of the

m

anaged

w

ind-d

own, the Company is the subject of a takeover

bid or a merger transaction under the Takeover

Code and such takeover bid or merger transaction

becomes wholly unconditional, the Company shall

pay the maximum fee of £1.351 million to the

Investment Manager, less the cumulative total of any

Retainer Fees that have been paid to the Investment

Manager prior to the takeover bid or merger

transaction becoming wholly unconditional, in full

settlement of all services rendered by the Investment

Manager to such date.

2024 Annual Report

85

Financial Statements

È

In the event that, prior to the completion of the

m

anaged w

ind-d

own and the Company’s expected eventual

liquidation, the Shareholders approve the cancellation of the admission of the Ordinary Shares to the Official List

and to trading on the Main Market (the “De-Listing”), the Retainer Fee payable by the Company will be adjusted

so that it is equal to 0.9% of the market capitalisation of the Company as at the date on which the De-Listing

becomes effective, subject to further adjustments that may be required, including (without limitation), as a result of

any future disposals and/or capital reductions that may be undertaken by the Company.

In the prior financial year, the Annual Management Fee was calculated at 0.9% of Net Asset Value. Under the terms of

the old IMA agreement, the Investment Manager must use 20% of the management fee received to acquire shares in

the Company.

The Annual Management Fee was payable on a quarterly basis, and Ordinary Shares were acquired by the Wider

Triple Point Group on a half-yearly basis. Any such Ordinary Shares acquired by the Wider Triple Point Group are

subject to a minimum lock-in period of 12 months.

Investment management fees paid or accrued during the year were as follows:

	For the year ended 31 March 2024			For the year ended 31 March 2023
	Revenue £’000	Capital £’000	Total £’000	Revenue £’000	Capital £’000	Total £’000
Cash element	648	216	864	662	221	883
	648	216	864	662	221	883

/ 5. INVESTMENT INCOME

	For the year ended 31 March 2024			For the year ended 31 March 2023
	Revenue £’000	Capital £’000	Total £’000	Revenue £’000	Capital £’000	Total £’000
Interest on cash deposits	46	–	46	48	–	48
Interest income from investments	4,413	–	4,413	3,354	–	3,354
Dividend income from investments	2,948	–	2,948	3,880	–	3,880
	7,407	–	7,407	7,282	–	7,282

/ 6. OPERATING EXPENSES

	For the year ended 31 March 2024			For the year ended 31 March 2023
	Revenue £’000	Capital £’000	Total £’000	Revenue £’000	Capital £’000	Total £’000
Investment Management fees	648	216	864	662	221	883
Directors’ fees*	200	–	200	200	–	200
Company’s audit fees:
– in respect of audit services	137	-	137	109	–	109
– in respect of non-audit services	48	-	48	44	–	44
Premium Listing fees	-	-	-	547	–	547
Other operating expenses**	1,246	21	1,267	681	22	703
	2,279	237	2,516	2,243	243	2,486

*

Directors’ fees exclude employer’s national insurance contributions and travel expenses which are included as appropriate in other operating expenses. Travel

expenses for the year ended 31 March 2024 totalled £823

(31 March 2023: £485).

**

The Company has recognised costs in relation to the wind-down of the portfolio of investments of £0.5 million (2023: £nil) consisting of circular related expenditure

and other general costs associated with the sales of the underlying investments.

Triple Point Energy Transition plc

86

Notes to the Financial

Statements

Financial Statements

/ 7.

EMPLOYEES

The Company had no employees during the period.

Full detail on Directors’ fees is provided in Note19. The Directors’ fees exclude employer’s national insurance

contribution which is included as appropriate in other operating expenses. There were no other emoluments during

the period.

/ 8. TAXATION

Analysis of charge in the period

	For the year ended 31 March 2024			For the year ended 31 March 2023
	Revenue £’000	Capital £’000	Total £’000	Revenue £’000	Capital £’000	Total £’000
Corporation tax	–	–	–	–	–	–

The effective UK corporation tax rate applicable to the Company for the period is 25% (31 March 2023: 19%). The tax

charge differs from the charge resulting from applying the standard rate of UK corporation tax for an investment trust

company. The differences are explained below:

	For the year ended 31 March 2024			For the year ended 31 March 2023
	Revenue £’000	Capital £’000	Total £’000	Revenue £’000	Capital £’000	Total £’000
Profit before taxation	5,128	(12,400)	(7,272)	5,039	3,774	8,813
Corporation tax at 25% (2023:19%)	1,282	(3,100)	(1,818)	957	717	1,674
Effect of:
Capital loss/(gain) not deductible	–	3,041	3,041	–	(763)	(763)
Interest distributions	(818)	–	(818)	(646)	–	(646)
Dividends received not taxable	(737)	–	(737)	(737)	–	(737)
Disallowed expenditure	141	–	141	108	–	108
Excess of allowable management expenses	132	59	191	–	–	–
Group relief of excess management expenses	–	–	–	318	46	364
Tax charge for the period	–	–	–	–	–	–

2024 Annual Report

87

Financial Statements

The Directors are of the opinion that the Company has complied with the requirements for maintaining investment

trust status for the purposes of section 1158 of the Corporation Tax Act 2010. This allows certain capital profits of the

Company to be exempt from UK tax.

Additionally, the Company has in the financial year utilised the interest streaming election which allows the Company

to designate dividends wholly or partly as interest distributions for UK tax purposes. Interest distributions are treated

as tax deductions against taxable income of the Company so that investors do not suffer double taxation on their

returns.

The Company has unrelieved excess management expenses of £767,000 for the current year (2023: £232,000). It is

unlikely that the Company will generate sufficient taxable profits in the future to utilise these expenses and therefore

no deferred tax asset has been recognised.

The unrecognised deferred tax asset calculated using a tax rate of 25% amounts to £250,000 (2023: £58,000).

The financial statements do not directly include the tax charges for the Company’s intermediate holding company, as

TENT Holdings is held as an investment at fair value. TENT Holdings is subject to taxation in the United Kingdom at

the current main rate of 25%.

/ 9. EARNINGS PER SHARE

	For the year ended 31 March 2024			For the year ended 31 March 2023
	Revenue £’000	Capital £’000	Total £’000	Revenue £’000	Capital £’000	Total £’000
Profit attributable to the equity holders of the Company (£’000)	5,128	(12,400)	(7,272)	5,039	3,774	8,813
Weighted average number of Ordinary Shares in issue (000)	100,014	100,014	100,014	100,014	100,014	100,014
Profit per Ordinary share (pence) – basic and diluted	5.13	(12.40)	(7.27)	5.04	3.77	8.81

There is no difference between the weighted average Ordinary and diluted number of Shares.

/

10. DIVIDENDS AND INTEREST DISTRIBUTIONS

Interim dividends paid during year ended 31 March 2024	Dividend per share pence	Interest distribution per share pence	Total dividend £’000
Final quarter interim dividend for the year ended 31 March 2023	0.370	1.005	1,375
First quarter interim dividend for the year ended 31 March 2024	0.238	1.137	1,375
Second quarter interim dividend for the year ended 31 March 2024	0.307	1.068	1,375
Third quarter interim dividend for the year ended 31 March 2024	0.307	1.068	1,375
	1.222	4.278	5,500

Interim dividends declared after 31 March 2024 and not accrued in the year	Dividend per share pence	Interest distribution per share pence	Total dividend £’000
Fourth quarter interim dividend for the year ended 31 March 2024	1.375	–	1,375
	1.375	–	1,375

Triple Point Energy Transition plc

88

Notes to the Financial

Statements

Financial Statements

As at the date of this report, the Board declared a fourth quarter interim dividend of 1.375 pence per share with

respect to the period ended 31 March 2024. The dividend is expected to be paid on or around

19

July 2024 to

shareholders on the register on 5 July 2024

The ex-dividend date is

4 July

2024.

/ 11. NET ASSETS PER ORDINARY SHARE

	31 March 2024	31 March 2023
Total shareholders’ equity (£’000)	86,677	99,449
Number of Ordinary Shares in issue (‘000)	100,014	100,014
Net asset value per Ordinary Share (pence)	86.66	99.44

/ 12.

ASSETS HELD-FOR-SALE

As set out in Note 2, the Company designates its interest in its wholly owned direct subsidiary as an investment at

fair value through profit or loss. The investment has been re-classified as assets held-for-sale following the Company

entering an orderly wind-down.

Summary of the Company’s valuation is below:

	31 March 2024 £’000	31 March 2023 £’000
Fair value at start of the year	90,060	78,952
Loan advanced to TENT Holdings Limited in the year	9,229	7,964
Shareholding in TENT Holdings Limited invested in the year	–	1,469
Capitalised interest	790	997
Loan principal repaid	(4,549)	(3,339)
Movement in fair value of other net assets in intermediate holding company	(12,163)	4,017
Value of Company’s investments as at end of the year	83,367	90,060

The valuation reflects the current assets held-for-sale. In the previous financial year, these valuations were classified as

non-current assets.

Loans advanced to TENT Holdings in the year totalled £9.2 million.

The advances were made to TENT Holdings to

complete the loan investment in BESS and LEDs.

2024 Annual Report

89

Financial Statements

The Company owns five shares in TENT Holdings, representing 100% of issued share capital. The fair value of the

debt and equity investments in TENT Holdings on 31 March 2024 is £8

3.4 million (31 March 20

23: £90.1 million)

Capitalised interest represents interest recognised in the income statement but not paid. This is instead added to the

loan balance on which interest for future periods is computed. The loan from the Company to TENT Holdings, which

enabled TENT Holdings to complete investments into Harvest, Glasshouse and Spark Steam, carry commensurate

terms and repayment profiles. All payments from the borrower and capitalised interest are in accordance and in line

with the contractual repayments with the respective underlying facility agreements with Harvest, Glasshouse and

Spark Steam as agreed at inception.

Reconciliation of Portfolio Valuation:

	31 March 2024 £’000	31 March 2023 £’000
Portfolio Valuation	104,777	87,680
Intermediate holding company cash	4,102	1,982
Intermediate holding company debt*	(25,234)	329
Intermediate holding company net working capital	(278)	69
Fair Value of Company’s investments as at end of the period	83,367	90,060

*

At 31 March 2024, £25.4 million debt was drawn (31 March 2023: nil). The debt balance represents the drawn balance and the arrangement fee which

is capitalised

and expensed to profit or loss under amortised cost.

FAIR VALUE MEASUREMENTS

As set out in Note 2, the Company accounts for its interest in its wholly owned direct subsidiary, TENT Holdings, as an

investment at fair value through profit or loss

.

IFRS 13 requires disclosure of fair value measurement by level. The level of fair value hierarchy within the financial

assets or financial liabilities is determined on the basis of the lowest level input that is significant to the fair value

measurement. Financial assets and financial liabilities are classified in their entirety into only one of the following 3

levels:

È

level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

È

level 2 – inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities,

either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

È

level 3 – inputs for assets or liabilities that are not based on observable market data (unobservable inputs).

The determination of what constitutes ‘observable’ requires significant judgement by the Company. Observable data

is considered to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not

proprietary, and provided by independent sources that are actively involved in the relevant market.

The financial instruments held at fair value are the instruments held by the Group in the investee companies, which

are fair valued at each reporting date. The investments have been classified within level 3 as the investments are not

traded and contain certain unobservable inputs. The Company’s investments in TENT Holdings are also considered to

be level 3 assets.

As the fair value of the Company’s equity and loan investments in TENT Holdings is ultimately determined by the

underlying fair values of the equity and loan investments, made by TENT Holdings, the Company’s sensitivity analysis

of reasonably possible alternative input assumptions is the same as for those investments.

There have been no transfers between levels during the period.

Triple Point Energy Transition plc

90

Notes to the Financial

Statements

Financial Statements

Valuations are derived using a discounted cashflow methodology in line with IPEV Valuation Guidelines and consider,

inter alia, the following:

i. due diligence findings where relevant;

ii. the terms of any material contracts including PPAs;

iii. asset performance;

iv. power price forecasts from leading consultants; and

v. the economic, taxation or regulatory environment.

The DCF valuation of the Group’s investments represents the largest component of GAV and the key sensitivities are

considered to be the discount rate used in the DCF valuation and assumptions relating to inflation, energy yield and

power prices. If the Company receives an offer for an investment that is deemed to represent fair market value and is

considering accepting it, the Company may adjust the investment valuation to reflect the offer value.

The shareholder loan and equity investments, in TENT Holdings, are valued as a single asset class at fair value in

accordance with IFRS 13 Fair Value Measurement.

SENSITIVITY

Sensitivity analysis is produced to show the impact of changes in key assumptions adopted to arrive at the valuation.

For each of the sensitivities, it is assumed that potential changes occur independently of each other with no effect on

any other base case assumption, and that the number of investments in the portfolio remains static throughout the

modelled life.

The analysis below shows the sensitivity of the portfolio value (and its impact on NAV) to changes in key assumptions

as follows:

DISCOUNT RATE

The weighted average valuation discount rate (excludes investments held at offer

value) applied to calculate the

portfolio valuation is 6.94%

.

An increase or decrease in this rate by 0.5% points has the following effect on valuation.

Discount Rate	NAV per share impact pence	-0.5% change £’000	Total portfolio value £’000	+0.5% change £’000	NAV per share impact pence
Valuation – March 2024	1.91	85,281	83,367	81,605	(1.76)

ENERGY YIELD

The table below shows the sensitivity of the Hydroelectric Portfolio valuation to a sustained decrease or increase

of energy generation by minus or plus 5% on the valuation, with all other variables held constant. The fair value of

the Hydroelectric Portfolio is assessed on a “P50” level of electricity generation, representing the expected level of

generation over the long term.

2024 Annual Report

91

Financial Statements

A change in the forecast energy yield assumptions by plus or minus 5% has the following effect.

Energy Yield	NAV per share impact pence	-5% change £’000	Total portfolio value £’000	+5% change £’000	NAV per share impact pence
Valuation – March 2024	(2.90)	80,468	83,367	86,242	2.87

POWER PRICES

The sensitivity considers a flat 10% movement in power prices for all years, i.e. the effect of adjusting the forecast

electricity price assumptions applicable to the Hydroelectric Portfolio down by 10% and up by 10% from the base

case assumptions for each year throughout the operating life of the Hydroelectric Portfolio.

A change in the forecast electricity price assumptions by plus or minus 10% has the following effect.

Power Prices	NAV per share impact pence	-10% change £’000	Total portfolio value £’000	+10% change £’000	NAV per share impact pence
Valuation – March 2024	(2.49)	80,880	83,367	85,818	2.45

INFLATION

The Hydroelectric Portfolio’s income streams are principally subsidy based, which is amended each year with inflation,

with the remaining income being from the power price, which the sensitivity assumes will move with inflation.

Operating expenses relating to the Hydroelectric Portfolio, typically move with inflation, but debt payments on the

shareholder loans are fixed. This results in the portfolio returns and valuations being positively correlated to inflation.

The average long-term inflation assumption across the portfolio

is

3.00% for RPI from 2024 to 2030 (inclusive) and

2.40% thereafter, with 2.25% for CPI from 2024. The Company models wholesale power prices inflating at 3% from

2024 onwards as power prices are not intrinsically linked to consumer prices, unlike costs of sales and labour.

The sensitivity illustrates the effect on the portfolio of a 0.5% decrease and a 0.5% increase from he assumed annual

inflation rates in the financial model throughout the operating life of the portfolio.

Inflation	NAV per share impact pence	-0.5% change £’000	Total portfolio value £’000	+0.5% change £’000	NAV per share impact pence
Valuation – March 2024	(2.08)	81,291	83,367	85,556	2.19

/

13. TRADE AND OTHER RECEIVABLES

	For the year ended 31 March 2024 £’000	For the year ended 31 March 2023 £’000
Prepayments	79	111
Other receivables	291	263
	370	374

Triple Point Energy Transition plc

92

Notes to the Financial

Statements

Financial Statements

/

14. TRADE AND OTHER PAYABLES

	For the year ended 31 March 2024 £’000	For the year ended 31 March 2023 £’000
Accrued expenses	367	219
Other payables	406	23
	773	242

/ 15. SHARE CAPITAL AND RESERVES

FOR THE YEAR ENDED 31 MARCH 2024

Allotted, issued and fully paid:	Number of shares	Nominal value of shares (£)
Opening balance as at 1 April 2023	100,014,079	1,000,140.79
Ordinary Shares of 1p each	–	–
Closing balance of Ordinary Shares at 31 March 2024	100,014,079	1,000,140.79

FOR THE YEAR ENDED 31 MARCH 2023

Allotted, issued and fully paid:	Number of shares	Nominal value of shares (£)
Opening balance as at 1 April 2022	100,014,079	1,000,140.79
Ordinary Shares of 1p each	–	–
Closing balance of Ordinary Shares at 31 March 2023	100,014,079	1,000,140.79

The Company did not issue any new shares to the Investment Manager, under the previous Investment Management

Agreement, in

the

year

ended 31

March 2024. Shares acquired by the Investment Manager in the year, as required by

the previous Investment Management Agreement were purchased on the open market.

Shareholders are entitled to all dividends paid by the Company and, on a winding up, provided the Company has

satisfied all its liabilities, the shareholders are entitled to all of the residual assets of the Company.

/

16. SPECIAL DISTRIBUTABLE RESERVE

On 19 October 2020 the Company’s Ordinary Shares were admitted to trading on the Specialist Fund Segment of the

London Stock Exchange, the Directors applied to the Court and obtained a judgement on 12 January 2021 to cancel

the amount standing to the credit of the share premium account of the Company.

As stated by the Institute of Chartered Accountants in England and Wales (“ICAEW”) and the Institute of Chartered

Accountants in Scotland (“ICAS”) in the technical release TECH 02/17BL, the Companies (Reduction of Share Capital)

Order 2008 SI 2008/1915 (“the Order”) specifies the cases in which a reserve arising from a reduction in a company’s

capital (i.e., share capital, share premium account, capital redemption reserve or redenomination reserve) is to be

treated as a realised profit as a matter of law.

2024 Annual Report

93

Financial Statements

The Order also disapplies the general prohibition in section 654 on the distribution of a reserve arising from a

reduction of capital. The Order provides that if a limited company having a share capital reduces its capital and the

reduction is confirmed by order of court, the reserve arising from the reduction is treated as a realised profit unless the

court orders otherwise.

As at the year ended 31 March 2024, the special distributable reserve balance is £

89.8

million (31 March 2023:

£91.0 million).

/

17. FINANCIAL RISK MANAGEMENT

The Company’s investment activities expose it to a variety of financial risks

,

including interest rate risk, power price

risk, credit risk, liquidity risk, counterparty risk and disposal risk. The Board of Directors has overall responsibility for

overseeing the management of financial risks, however the review and management of financial risks are delegated to

the AIFM.

Each risk and its management are summarised below.

INTEREST RATE RISK

Interest rate risk arises from the possibility that changes in interest rates will affect future cash flows or the fair values

of financial instruments. The Company is exposed to interest rate risk on its cash balances held with counterparties,

bank deposits, revolving credit facility, advances to counterparties through loans to its subsidiary. The Company

may be exposed to changes in variable market rates of interest as this could impact the discount rate and therefore

the valuation of the investments as well as the fair value of loan

s

receivable. The Company is not considered to be

materially exposed to interest rate risk so no sensitivity has been performed. Sensitivity analysis is disclosed in

Note 12

to show the impact of changes in key assumptions adopted to arrive at the valuation of investments.

The Company’s interest and non-interest-bearing assets and liabilities are summarised below:

For the year ended 31 March 2024	Interest bearing £’000	Non-interest bearing £’000	Total value £’000
Assets:
Investments at fair value through profit or loss	63,007	20,360	83,367
Other receivables	–	291	291
Cash and cash equivalents	3,713	–	3,713
Total Assets	66,720	20,651	87,371
Liabilities:
Trade and other payables	–	773	773
Total Liabilities	–	773	773

For the year ended 31 March 2023	Interest bearing £’000	Non-interest bearing £’000	Total value £’000
Assets:
Investments at fair value through profit or loss	57,537	32,523	90,060
Other receivables	–	263	263
Cash and cash equivalents	9,257	–	9,257
Total Assets	66,794	32,786	99,580
Liabilities:
Trade and other payables	–	242	242
Total Liabilities	–	242	242

Triple Point Energy Transition plc

94

Notes to the Financial

Statements

Financial Statements

LIQUIDITY RISK

Liquidity risk is the risk that the Company may not be able to meet its financial obligations as they fall due. The AIFM

and the Board regularly monitor forecast and actual cash flows from operating, financing, and investing activities to

consider payment of dividends, repayment of trade and other payables or funding further investing activities.

The Company maintains appropriate reserves and has through TENT Holdings established a revolving credit facility.

This facility was utilised to fund the Group’s investment commitments, ensuring sufficient liquidity to meet obligations.

At the period end, the Company’s investments, through TENT Holdings, were in equity and secured loan investments

in private companies, in which there is no listed market. The Company’s wholly owned subsidiary TENT Holdings, is

the entity through which the Company holds its investments.

The Company’s financial liabilities by maturity at the period end are shown below:

For year ended March 2024	Less than 1 year £’000	1-5 years £’000	More than 5 years £’000	Total £’000
Liabilities:
Trade and other Payables	(773)	–	–	(773)

For year ended March 2023	Less than 1 year £’000	1-5 years £’000	More than 5 years £’000	Total £’000
Liabilities:
Trade and other Payables	(242)	–	–	(242)

CREDIT RISK

Credit risk is the risk that a counterparty of the Group will be unable or unwilling to meet a commitment that it has

entered into with the Group. It is a key part of the pre-investment due diligence. The credit standing of the companies

which the Group intends to lend to or invest in is reviewed, and the risk of default estimated for each significant

counterparty position. Monitoring is on-going, and period end positions are reported to the Board on a quarterly

basis.

Credit risk also arises from cash and cash equivalents, derivative financial instruments, loan investments held through

TENT Holdings and deposits with banks and financial institutions. The Company and its subsidiaries may mitigate their

risk on cash investments and derivative transactions by only transacting with major international financial institutions

with high credit ratings assigned by international credit rating agencies, including investment grade money market

fund investments, this is in line with the Company’s treasury policy.

The Company had no derivatives during the period and the Company’s cash balances were held in the Company’s

current account.

To further mitigate counterparty risk, the credit rating and key financials such as cash balance and net asset positions,

of the banking provider is reviewed on a regular basis.

2024 Annual Report

95

Financial Statements

The carrying value of the investments, trade and other receivables and cash represent the Company’s maximum

exposure to credit risk.

As at 31 March 2024, the three CHP loans had an outstanding loan balance of £23.1 million. The Company exited

the investments for the consideration of £17.5m in June 2024. £14.5 million has been received and £3 million is due

to be receivable in three instalments in September 2024, June 2025 and September 2026. The impairment of £6.1

million reflects the increase in the aged debtor profile of receivables from the primary customer for the heat, which is

a sign of the deterioration of the credit quality of the heat offtaker as well as a narrowing of the spark spread and the

reduced attractiveness of these loan assets to gas fired generation assets to investors in the energy transition.

PRICE RISK

Price risk is defined as the risk that the fair value of a financial instrument held by the Group will fluctuate. Investments

are measured at fair value through profit and loss. As at the 31 March 2024, the Company held 12 indirect investments

through its intermediary holding company, TENT Holdings. The value of the investments held by TENT Holdings will

vary according to a number of factors including: discount rate used, asset performance and forecast power prices.

Sensitivity analysis is disclosed in Note 12.

CAPITAL RISK MANAGEMENT

The capital structure of the Company at the year-end consists of equity attributable to equity holders of the Company,

comprising issued capital and reserves. The Board continues to monitor the balance of the overall capital structure so

as to maintain investor and market confidence. The Company is not subject to any external capital requirements.

MARKET RISK

Returns from the Company’s indirect investments are affected by the price at which the investments are acquired or

sold. The value of these investments will be a function of the discounted value of their expected future cash flows,

and as such will vary with, inter-alia, movements in interest rates, market prices and competition for such assets.

The Investment Manager carries out a full valuation bi-annually and this valuation exercise takes into account such

changes.

In addition, there is significant market risk associated with selling assets and winding down a company. Market

conditions at the time of sale can greatly influence the realised value of assets, potentially leading to lower returns

than anticipated if market prices are depressed. Furthermore, the liquidity of certain assets may pose a challenge,

as less liquid assets could take longer to sell or may need to be sold at a discount, further impacting the

C

ompany’s

ability to maximise returns.

/

18. SUBSIDIARIES

The following table shows subsidiaries of the Group. As the Company is regarded as an Investment Entity as referred

to in Note 2, the subsidiaries have not been consolidated in the preparation of the financial statements.

Investment	Place of Business	Ownership interest as at 31 March 2024
TENT Holdings*	UK	100.00%
Achnacarry Hydro Limited**	UK	100.00%
Elementary Energy Limited**	UK	99.32%
Green Highland ALLT Choire A Bhalachain (255) Limited**	UK	100.00%
Green Highland ALLT Ladaidh (1148) Limited**	UK	100.00%
Green Highland ALLT Luaidhe (228) Limited**	UK	100.00%
Green Highland ALLT Phocachain (1015) Limited**	UK	100.00%

Triple Point Energy Transition plc

96

Notes to the Financial

Statements

Financial Statements

Investment	Place of Business	Ownership interest as at 31 March 2023
TENT Holdings*	UK	100.00%
Achnacarry Hydro Limited**	UK	100.00%
Elementary Energy Limited**	UK	99.32%
Green Highland ALLT Choire A Bhalachain (255) Limited**	UK	100.00%
Green Highland ALLT Ladaidh (1148) Limited**	UK	100.00%
Green Highland ALLT Luaidhe (228) Limited**	UK	100.00%
Green Highland ALLT Phocachain (1015) Limited**	UK	100.00%

*

Direct shareholding in a financial services investment holding company.

** Indirect shareholding in an electricity production company.

/

19. RELATED PARTY TRANSACTIONS

DIRECTORS’ FEES

The amounts incurred in respect of Directors’ fees during the period to 31 March 2024 was £200,000 (31 March 2023:

£200,000). These amounts have been fully paid at 31 March 2024. The amounts paid to individual directors during the

period were as follows:

	For the year ended 31 March 2024	For the year ended 31 March 2023
Dr John Roberts (Chair)	£75,000	£75,000
Rosemary Boot	£45,000	£45,000
Sonia McCorquodale	£40,000	£40,000
Dr Anthony White	£40,000	£40,000

DIRECTORS’ EXPENSES

The expenses claimed by the Directors during the period to 31 March 2024 were £823 (31 March 2023: £485). These

amounts have been fully paid at 31 March 2024. The amounts paid to individual directors during the period were as

follows:

	For the year ended 31 March 2024	For the year ended 31 March 2023
Dr John Roberts (Chair)	£555	£156
Rosemary Boot	£60	£61
Sonia McCorquodale	–	£216
Dr Anthony White	£208	£52

2024 Annual Report

97

Financial Statements

DIRECTORS’ INTERESTS

Details of the direct and indirect interests of the Directors and their close families in the ordinary shares of one pence

each in the Company at 31 March 2024 were as follows:

	Number of Shares	% of issued share capital
Dr John Roberts (Chair)	40,000	0.04%
Rosemary Boot	40,000	0.04%
Sonia McCorquodale	10,000	0.01%
Dr Anthony White	40,000	0.04%

THE COMPANY AND SUBSIDIARIES

During the year interest totalling £4,413,370 was earned on the Company’s long-term interest-bearing loan between

the Company and its subsidiary (31 March 2023: £3,353,665). At the period end, £290,524 was outstanding (31 March

2023: £195,417).

During the year dividends totalling £2,947,593 were paid by TENT Holdings to the Company. The dividends are

commensurate to the dividends received by TENT Holdings from the Hydroelectric Portfolio in the same period (31

March 2023: £3,879,927).

THE AIFM AND INVESTMENT MANAGER

The Company and Triple Point Investment Management LLP have entered into the Investment Management

Agreement pursuant to which the Investment Manager has been given responsibility, subject to the overall supervision

of the Board, for active discretionary investment management of the Company’s Portfolio in accordance with the

Company’s Investment Objective and Policy.

At the Company’s General Meeting on 22 March 2024, shareholders approved amendments to the Investment

Management Agreement on the terms summarised in Part I of the Circular published to shareholders on 5 March

2024. Further detail can be found on page

48.

The Investment Manager is the Company’s AIFM, and is the entity appointed to be responsible for risk management

and portfolio management. Following the amendments to the Investment Management Agreement and to the

Company’s Investment Objective and Policy, all disposals of assets will be subject to the Board’s approval.

The management fee is calculated and accrues monthly and is invoiced monthly in arrears. During the year

ended

31 March 2024, management fees of £863,438 (31 March 2023: £883,215) were incurred of which £15,203 (31 March

2023: £nil) was payable at the period end.

INVESTMENT MANAGER’S INTEREST IN SHARES OF THE COMPANY

On the 23 August 2023, the Investment Manager purchased on the open market 79,338 Ordinary Shares in the

Company in accordance with the terms of the

previous

Investment Management Agreement pursuant to which

20 per cent of the management fee paid was used to acquire new Ordinary Shares of £0.01 each in the capital of the

Company. The average price per Ordinary Share was £0.599.

Details of the interests of the Investment Manager, held by an entity within the Wider Triple Point Group, in the

Ordinary Shares of one pence each in the Company as at 31 March 2024 were as follows:

	Number of Shares	% of issued share capital
Perihelion One Limited	1,296,170	1.30%

Perihelion One Limited is a company within the Wider Triple Point Group.

Triple Point Energy Transition plc

98

Notes to the Financial

Statements

Financial Statements

Post year-end, the Investment Manager purchased 65,017 Ordinary Shares in the Company in accordance with the

terms of the

previous

Investment Management Agreement. The average price per Ordinary Share was £0.66. As at

the date of the report, the Investment Manager, through Perihelion One Limited, held a total of 1,361,187 Ordinary

Shares in the Company.

GUARANTEES AND OTHER COMMITMENTS

At 31 March 2024 the Group, via its wholly owned subsidiary, TENT Holdings Limited (“TENT Holdings”), had a

£40 million Revolving Credit Facility (“RCF”) with TP Leasing Limited expiring on 28 March 2025. The interest rate

charged of this facility was a fixed rate coupon of 6% pa on drawn amounts.

As at 31 March 2024, £25.4 million was drawn under the facility (31 March 2023: £nil). The facility was utilised to fund

the BESS investment, which was subsequently sold for par and the proceeds were utilised to fully repay the RCF

facility which was then cancelled on 19 April 2024.

/

20. EVENTS AFTER THE REPORTING PERIOD

On 19 April 2024 the

Field

loan was sold at par to TPLL.

On 19 April 2024 the Group fully repaid and called its RCF with TPLL.

In June 2024, the Company exited the three CHP loans, which as at 31 March 2024 had an outstanding loan balance

of £23.

1 million

which has been fair valued to net present value of £17.0m. The consideration for the loan repayment

was £17.5 million, £14.5 million of which has been received and £3 million of which is receivable in three instalments

in September 2024, June 2025 and September 2026.

DIVIDEND

As at the date of this report, the Board declared a fourth quarter interim dividend of 1.375 pence per share with

respect to the period ended 31 March 2024. The dividend is expected to be paid on or around

19

July 2024 to

shareholders on the register on 5 July 2024. The ex-dividend date is 4 July 2024.

/

21. ULTIMATE CONTROLLING PARTY

In the opinion of the Board, on the basis of the shareholdings advised to them, the Company has no ultimate

controlling party.

2024 Annual Report

99

Financial Statements

In reporting financial information, the Company presents alternative performance measures, (“APMs”), which

are 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:

/

GROSS ASSET VALUE OR GAV

A measure of total asset value including third party debt held in unconsolidated subsidiaries.

	Page	31 March 2024 £’000	31 March 2023 £’000
GAV	N/A	87,450	99,691
Gross Asset Value		87,450	99,691

/

GROSS LOAN TO VALUE

A measure expressed as a percentage of the Group’s financial debt relative to GAV.

		Page	31 March 2024 £’000	31 March 2023 £’000
Drawn Debt held in unconsolidated subsidiaries	a	N/A	25,397	–
Gross Asset Value	b	N/A	87,450	99,691
Gross Loan to Value	a/b		29.40%	0.0%

/

NAV TOTAL RETURN

A measure of NAV performance over the reporting period (including dividends paid). NAV total return is shown as a

percentage change from the start of the period.

			Page	31 March 2024	31 March 2023
Opening NAV	pence	a	N/A	99.44	96.12
Closing NAV	pence	b	75	86.66	99.44
Dividends paid	pence	c	76	5.50	5.50
Total NAV Return		((b + c)/a)-1		(7.3%)	9.2%

Alternative Performance

Measures

Triple Point Energy Transition plc

100

Alternative Performance

Measures

Financial Statements

/

ONGOING CHARGES

A measure expressed as a percentage of average net assets, of the regular, recurring annual costs of running the

Company per Ordinary Share. The calculation and disclosure have been performed following the AIC methodology,

wherein any one-time expenses have been excluded from the ongoing expenses:

		Page	31 March 2024 £’000	31 March 2023 £’000
Average NAV	a	N/A	93,064	97,794
Ongoing Expenses	b	N/A	1,922	1,895
Ongoing charges ratio	b / a - 1		2.06%	1.94%

/

CASH INCOME

A measure which illustrates the cash generated by the Company’s operations.

Page

31 March 2024

£’000

31 March 2023

£’000

Investment income as per statement

of comprehensive income

a

74

7,407

7,282

Trade receivables at start of period

b

N/A

263

339

Trade receivables at end of period

c

75

291

263

Total Cash Income

(a + b - c)

7,379

7,358

/

CASH DIVIDEND COVER

A measure which illustrates the number of times the Company’s cash flow can cover dividend payments to

Shareholders.

		Page	31 March 2024 £’000	31 March 2023 £’000
Cash income*	a	77	7,191	8,975
Cash expenditure*	b	77	1,474	2,495
Dividends paid per Statement of Changes in Equity	c	76	5,500	5,501
Total Cash Income	(a – b) / c		1.04x	1.18x

* Cash income and expenditure is representative of the Company and TENT Holdings based on a look through methodology and excludes one-off costs, such as wind-

down expenditure, costs associated with the Capital Markets Day and commissions related to new investments. (31 March 2023: 1.2x excluding one-off costs such as

Premium Segment listing fees and commissions related to new investments).

This year the basis of calculation has been amended to exclude one-off costs. The dividend cover for the year ended

31 March 2023 has therefore been presented on a like for like basis.

2024 Annual Report

101

Financial Statements

Other 

Information

Triple Point Energy Transition plc

104

Other Information

Glossary and Definitions

The Act 

Companies Act 2006 

AIC Code 

The AIC Code of Corporate Governance produced by the Association of 

Investment Companies 

AIFM 

The alternative investment fund manager of the Company, Triple Point 

Investment Management LLP 

AIFMD 

The EU Alternative Investment Fund Managers Directive 2011/61/EU

BESS

Battery Energy Storage Systems

BESS Portfolio 

Debt facility to a subsidiary of Virmati Energy Ltd (trading as Field), to fund a 

portfolio of four Battery Energy Storage Systems assets

Boxed LED Facility

LED receivables financing facility to Boxed Light Services Limited

CHP

Combined heat and power 

CHP Portfolio

Debt investment

s

into Harvest and Glasshouse and

Spark Steam 

CODM

Chief Operating Decision Maker 

Company 

Triple Point Energy Transition plc (company number 12693305) 

DCF

Discounted Cash Flow 

DTR

FCA Disclosure and Transparency Rules 

ESG

Environmental, Social and Governance 

EU

European Union 

FCA

Financial Conduct Authority 

FRC

Financial Reporting Council 

GAV

Gross Asset Value 

GHG

Greenhouse Gas 

Glasshouse

Glasshouse Generation Limited

Group 

The Company and any subsidiary undertakings from time to time 

Harvest 

Harvest Generation Services Limited 

Hydroelectric Portfolio 

Elementary Energy Limited 

Green Highland Allt Ladaidh (1148) Limited 

Green Highland Allt Choire A Bhalachain (255) Limited 

Green Highland Allt Phocachain (1015) Limited 

Green Highland Allt Luaidhe (228) Limited

Achnacarry Hydro Limited

Innova

Innova Renewables Limited 

Innova Facility

£5 million Development Debt Facility to Innova Renewables Limited.

IPEV

International Private Equity and Venture Capital 

ITC

Investment Trust Company 

Investment Manager or TPIM

Triple Point Investment Management LLP 

2024 Annual Report

105

Other Information

IPO

The admission by the Company of 100 million Ordinary Shares to trading on 

the Specialist Fund Segment of the Main Market, which were the subject of the 

Company’s initial public offering on 19 October 2020 

IPO Prospectus

The Company’s Prospectus for its initial public offering, published on 

25 August 2020

kWh

Kilowatt-hour 

LED

Light-emitting Diode 

Listing Rules 

Financial Conduct Authority Listing Rules 

MW

Megawatt

MWh

Megawatt-hour 

NAV

The net asset value, as at any date, of the assets of the Company after 

deduction of all liabilities determined in accordance with the accounting 

policies adopted by the Company from time-to-time 

Net Zero 

A target of completely negating the amount of greenhouse gases produced 

by human activity, to be achieved by reducing emissions and implementing 

methods of absorbing carbon dioxide from the atmosphere

OCR

Ongoing charges ratio 

O&M

Operations & Maintenance

PPA

Power Purchase Agreement 

PRI

Principals for Responsible Investing 

Project SPV 

Special Purpose Vehicle in which energy transition assets are held 

RCF

The Group’s £40 million Revolving Credit Facility, via TENT Holdings, with 

TP Leasing Limited, subsequently cancelled on 19 April 2024 

SDG

Sustainable Development Goals 

SDR

Sustainable Disclosure Regulation

SECR

Streamlined Energy and Carbon Reporting 

SFDR 

Sustainable Finance Disclosure Regulation 

SONIA 

Sterling Overnight Index Average

SORP 

Statement of Recommended Practice 

Spark Steam 

Spark Steam Limited 

tCO

2

Tonnes of carbon dioxide emissions 

tCO

2

e

Tonnes of carbon dioxide equivalent. Emissions of all greenhouse gases, 

expressed in units of carbon dioxide equivalence, based on global warming 

potential

TCFD 

Task Force on Climate-related Financial Disclosures 

TENT Holdings 

The wholly owned subsidiary of the Company: TENT Holdings Limited 

(company number 12695849)

TPLL

TP Leasing Limited

UN SDGs

United Nations Sustainable Development Goals

Wider Triple Point Group 

Triple Point LLP (company number OC310549) and any subsidiary undertakings 

from time to time 

Triple Point Energy Transition plc

106

Other Information

Other Information

NON-EXECUTIVE DIRECTORS

Dr John Roberts CBE 

Rosemary Boot 

Sonia McCorquodale 

Dr Anthony White MBE 

REGISTERED OFFICE 

1 King William Street

London 

EC4N 7AF

ALTERNATIVE INVESTMENT FUND MANAGER

Triple Point Investment Management LLP

1 King William Street

London 

EC4N 7AF

FINANCIAL ADVISER

Akur Capital

66 St James’s Street

London 

SW1A 1NE

SOLE BROKER

J.P. Morgan Securities plc (which conducts its UK 

investment banking activities as J.P. Morgan Cazenove)

25 Bank Street

Canary Wharf

London 

E14 5JP

LEGAL ADVISER

Taylor Wessing LLP

5 New Street Square

London 

EC4A 3TW

CORPORATE FINANCIAL ADVISER 

PricewaterhouseCoopers LLP 

7 More London 

Riverside 

London 

SE1 2RT

ADMINISTRATOR AND COMPANY 

SECRETARY

Hanway Advisory Limited 

1 King William Street 

London 

EC4N 7AF

INDEPENDENT AUDITOR 

BDO LLP

55 Baker Street

London 

W1U 7EU

TAX ADVISER

Deloitte LLP

1 New Street Square

London 

EC4A 3HQ

DEPOSITARY

INDOS Financial Limited

54 Fenchurch Street

London 

EC3M 3JY

REGISTRARS 

Computershare Investor Services plc

The Pavilions 

Bridgwater Road

Bristol 

BS99 6ZY

INDEPENDENT VALUER 

Mazars LLP 

30 Old Bailey 

London 

EC4N 7AU

2024 Annual Report

107

Other Information

Forward-Looking 

Statements

The Front Section of this report (including but not limited to the Chair’s Statement, Strategic Report, Investment 

Manager’s Review and Directors’ Report) has been prepared to provide additional information to shareholders to 

assess the Company’s strategies and the potential for those strategies to succeed. These should not be relied on by 

any other party or for any other purpose. 

The Review Section may include statements that are, or may be deemed to be, “forward looking statements”. 

These forward-looking statements can be identified by the use of forward-looking terminology, including the terms 

“believes”, “estimates”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative 

or other variations or comparable terminology. 

These forward-looking statements include all matters that are not historical facts. They appear in a number of places 

throughout this document and include statements regarding the intentions, beliefs or current expectations of the 

Directors and the Investment Manager concerning, amongst other things, the Investment Objectives and Investment 

Policy, financing strategies, investment performance, results of operations, financial condition, liquidity, prospects, and 

NAV total return and dividend targets of the Company and the markets in which it invests. 

By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend 

on circumstances that may or may not occur in the future. Forward looking statements are not guarantees of future 

performance. The Company’s actual investment performance, results of operations, financial condition, liquidity, 

distribution policy and the development of its financing strategies may differ materially from the impression created 

by the forward-looking statements contained in this document. 

Subject to their legal and regulatory obligations, the Directors expressly disclaim any obligations to update or revise 

any forward-looking statement contained herein to reflect any change in expectations with regard thereto or any 

change in events, conditions or circumstances on which any statement is based. 

In addition, the Review Section may include target figures for future financial periods. Any such figures are targets only 

and are not forecasts. This Annual Report has been prepared for the Company as a whole and therefore gives greater 

emphasis to those matters which are significant in respect of Triple Point Energy Transition plc. 

Triple Point Energy Transition plc

108

Other Information

Annex 1 – Reporting 

Principles and Methodologies

Given the focus of the fund, TENT aims to ensure that all its investments result in avoided carbon, when compared to 

a suitable and robust counterfactual. This is one of the key measures that is used to assess the overall impact of the 

fund. Avoided carbon analysis utilises consequential accounting methods that aim to quantify the change in emissions 

caused by decisions, interventions or, in this case, investments. This is in contrast with the attributional accounting 

methods used to determine the Company’s Scope 1 and 2 emissions. 

No universal standard exists for quantifying avoided emissions. TENT has aimed to align its analysis with the methods 

used in the wider industry and relevant standards as far as possible. This document aims to provide transparency 

on the methods employed. All avoided carbon figures presented in the report should be considered alongside this 

methodology. Avoided emissions are attributed to the Company using PCAF’s project finance guidance

7

.

/

ELECTRICITY AND MARGINAL EMISSIONS

Hourly marginal emissions factors from an external data provider, WattTime

8

, are used to calculate the avoided 

emissions impact resulting from the electricity generation of each of TENT’s assets. 

In principle, when generating electricity, TENT’s assets are avoiding emissions that would have otherwise been 

generated at any moment in time by generation from the cheapest power plant with spare capacity – the marginal 

power plant. As renewable generators are typically non-dispatchable, this is usually a power plant with a higher 

carbon intensity than the average grid mix, except in the cases where renewable generation is meeting the vast 

majority of demand and additional generation would lead to curtailment.

Dispatch order

Cost

(£/MWh)

Current

Demand

(MW)

Capacity (MW)

Capacity (MW)

Dispatch order

Cost

(£/MWh)

Current

Demand

(MW)

Renewables

Nuclear

Coal

Gas

Renewables

Nuclear

Coal

Gas

High electricity demand:

if demand wasn’t 

being met by TENT’s assets, it would be met 

by the marginal 

gas

generator. 

Hence the 

avoided emissions here are those associated 

with generation of electricity from gas

Low electricity demand:

if demand wasn’t 

being met by TENT’s assets, it would be met by 

the marginal 

renewable

generator. Hence the 

avoided emissions here are those associated 

with generation of electricity from renewables

7.

https://carbonaccountingfinancials.com/files/downloads/PCAF-Global-GHG-Standard.pdf

8.

https://www.watttime.org/

2024 Annual Report

109

Other Information

The WattTime factors used to calculate avoided emissions are an estimate of the marginal emissions factor based on 

the grid power units that are most likely to be reduced by additional renewable generation within any hourly dispatch 

block. 

The Manager believes that utilisation of the hourly emissions factors increases the quality of its avoided emissions. 

/

RENEWABLE ENERGY ASSETS

The total generation of the asset across the year is multiplied by the IFI marginal emissions factor.

/

COMBINED HEAT AND POWER (CHP)

Avoided emissions from TENT’s Combined Heat and Power assets use the heating system in place before the 

investment as their counterfactual. As part of due diligence, the Company commissioned technical analysis of the 

assets, including a review of the efficiencies of the previous heating systems. Data collected was supplemented with 

engineering calculations and estimates.

The analysis compares the emissions generated by the new system with the emissions that would have been 

generated if the equivalent amount of heat was generated using the old system, and the equivalent electricity 

generated by the marginal generators on the grid (or a mix of the resulting electricity generation from the old system 

and the excess from the grid, where a CHP has been replaced).

For each asset, our reporting methodology and boundaries follow the GHG Protocol’s Corporate Accounting and 

Reporting Standard. Emissions are attributed to TENT using PCAF’s Global GHG Accounting and Reporting Standard 

for the Financial Industry. We have used the latest project balance sheets (as at 31/12/2023) to determine the total 

equity, then used to calculate the attribution factor. 

ELECTRICITY:

If operating in the wholesale market, gas CHP should not displace low-carbon generation, as it will respond to real-

time wholesale price signals wherever low-carbon generation is marginal and stop generating. TENT’s CHPs are not 

responsive to wholesale price signals, as they operate primarily to satisfy on-site demand for heat. CHPs are classified 

as a ‘must run’ asset, don’t respond to wholesale price signals, and thus sit outside of the merit order.

Because of this, the generation profile of the assets was analysed to determine the types of generation they were 

most likely to prevent. Overall, the assets run during the day, generating electricity when market prices are highest, 

and switch off at night. An example of this is shown for an asset below.

00:00

5,000

4,000

3,000

2,000

1.000

0

01:00

02:00

03:00

04:00

05:00

06:00

07:00

08:00

09:00

10:00

11:00

12:00

13:00

14:00

15:00

16:00

17:00

18:00

19:00

20:00

21:00

22:00

23:00

Generation (MWh)

Triple Point Energy Transition plc

110

Other Information

TENT’s assets, on average, generate power during periods of high demand where prices and carbon intensities are 

the highest. Given this generation profile, marginal gas generators are likely to be online and, therefore, the marginal 

emissions factors are used.

A modelling study conducted by LCP on behalf of BEIS

9

was consulted that produced marginal factors specifically for 

electricity exporting CHPs that were in broad agreement with the WattTime factors. The WattTime factors were chosen 

in preference to these factors for consistency across the Company’s asset types.

/

BATTERY ENERGY STORAGE SYSTEMS (BESS)

The net of the import carbon intensity compared to the export carbon intensity is currently used as a proxy measure 

of the avoided carbon impact for BESS assets. This methodology was designed to quantify the avoided emissions 

resulting from wholesale arbitrage: importing and storing excess energy from renewable assets with a low carbon 

intensity and exporting at times of high demand and a high grid carbon intensity. 

9

.  https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/389070/LCP_Modelling.pdf

Annex 1 – Reporting 

Principles and Methodologies

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