Ecofin U.S. Renewables

Infrastructure Trust PLC

Annual Report and

Accounts

For the year ended 31 December 2024

Ecofin U.S. Renewables Infrastructure Trust plc | Annual Report and Accounts 2024

Ecofin U.S. Renewables Infrastructure Trust PLC (“RNEW” or the

“Company”) is a closed ended investment company incorporated in

England and Wales. The Company’s ordinary shares (“Shares”)

were admitted to the Oicial List of the Financial Conduct Authority

(“FCA”) and to trading on the premium listing segment of the main

market of the London Stock Exchange (“LSE”) on 22 December

2020. The Company’s Shares are traded in USD (ticker: RNEW), or

in GBP (ticker: RNEP). The Company has been awarded the London

Stock Exchange’s Green Economy Mark.

On 14 January 2025, shareholders approved the following new

Investment Objective to facilitate the Managed Wind-Down of the

Company.

Objective

Ecofin U.S. Renewables Infrastructure Trust PLC (the Company, and

together with its subsidiaries and subsidiary undertakings from time

to time, the Group) will be managed, either by an external third party

investment manager or internally by the Company’s Board of

Directors, with the intention of realising all the assets in the Group’s

portfolio, in an orderly manner with a view to ultimately returning

cash to the Company’s shareholders following repayment of any

outstanding borrowings of the Group from the proceeds of the

assets realised pursuant to the Investment Policy (the Managed

Wind-Down).

Investment Manager

RNEW is managed by Ecofin Advisors, LLC (the “Investment

Manager”) which is Securities and Exchange Commission (“SEC”)

registered and has been appointed as the Company’s alternative

investment fund manager (“AIFM”). Ecofin Investments, LLC is the

parent of registered investment advisers Ecofin Advisors, LLC

(“Ecofin”).

On 6 February 2025, the Investment Manager served notice on the

Company. In accordance with the Company’s Investment

Management agreement, they are required to serve 12-months’ notice,

which would expire on 5February 2026 (the “Expiration Date”). The

Board are considering their options with regard to finding alternative

management arrangements.

About the Company

For more information please visit the Company’s web pages at

https://rnewfund.com/

About the Company .............Inside Front Cover

Strategic Report

Highlights .......................................1

Portfolio .........................................2

Our Business Model..............................3

Chair’s Statement ................................5

Investment Manager’s Report.....................9

ESG Integration and Impact .....................12

Investment Objective and Investment Policy ......13

Risk Management...............................14

Business Review ................................17

Key Performance Indicators .....................17

Section 172 Statement...........................19

Other information ...............................21

Governance

Directors’ Report................................22

Corporate Governance Statement................27

Directors’ Remuneration Report .................32

Directors’ Remuneration Policy ..................32

Report of the Audit Committee.................. 35

Report of the Risk Committee................... 38

Report of the Management Engagement

Committee .................................... 39

Statement of Directors’ Responsibilities . . . . . . . . . 40

Independent Auditor’s Report....................41

Financial Statements

Statement of Comprehensive Income ............47

Statement of Financial Position ................. 48

Statement of Changes in Equity................. 49

Statement of Cash Flows ....................... 50

Notes to the Financial Statements ...............51

Other Information

Alternative Performance Measures...............75

Disclosure for Article 9 Funds (unaudited) ........76

Glossary....................................... 82

Company Information .......................... 84

Contents

Strategic Report

Highlights

Financial

As at 31 December 2024

Net Asset Value (“NAV”) per share NAV Share price

44.7 cents $61.7 million 30.5 cents

35.7 pence

£49.3 million

24.4 pence

Leverage

63%

Year ended 31 December 2024 (“Year”)

NAV total return Share price total return Dividends per share declared

(46.5)%

(44.6)%

0.7 cents

Operational

Weighted average remaining term of

revenue contracts

Assets Clean energy generated in 2024

12.5 years

65 279 GWh

Portfolio generating capacity

177 MW

Figures reported either as at the referenced date or over the year ended 31 December 2024. All references to cents and dollars ($) are to the currency of the U.S., unless stated otherwise.

1. 31 December 2024 exchange rate of £0.79898 = $1.00

2. RNEW & RNEP LSE closing price as at 31 December 2024

3. Calculated based on Gross Asset Value (“GAV”) and aggregate debt. Additional information can be found in the financing section of the Investment Manager’s Report on page 9.

4. These are alternative performance measures. (“APMs”). Definitions of how these APMs and other performance measures used by the Company have been calculated can be found on page 75.

5. Represents the Company’s share of portfolio generating capacity.

6. Includes the DG Solar assets which were sold post year end. The remaining contract terms for the non-DG solar assets is 18 years for Beacon 2 and 5 and 3 years for Whirlwind.

Ecofin U.S. Renewables Infrastructure Trust PLC | 1

Strategic Report

Portfolio

Investment Name Sector

Capacity

(MW)

Number of

assets State Ownership

Phase

Acquisition

Status

Remaining

revenue

contract term

(years)

SED Solar

Portfolio

Commercial

Solar

11.3 52 Massachusetts,

Connecticut

100% Operational Completed

Dec. 2020

11.6

Ellis Road Solar

Commercial

Solar

7.1 1 Massachusetts 100% Operational Completed

Dec. 2020

16.5

Oliver Solar

Commercial

Solar

4.8 1 California 100% Operational Completed

Dec. 2020

10.9

Beacon 2 Utility-Scale

Solar

29.5 1 California 49.5% Operational Completed

Feb. 2021

18.0

Beacon 5 Utility-Scale

Solar

23.9 1 California 49.5% Operational Completed

Feb. 2021

18.0

Skillman Solar

Commercial

Solar

2.6 1 New Jersey 100% Operational Completed

Sept. 2021

12.6

Delran Solar

Commercial

Solar

2.0 1 New Jersey 100% Operational Completed

Oct. 2021

10.5

Whirlwind Wind 59.8 1 Texas 100% Operational Completed

Oct. 2021

3.0

Echo Solar – MN

Commercial

Solar

13.7 1 Minnesota 100% Operational Completed

Oct. 2021

23.0

Echo Solar – VA 1

Commercial

Solar

2.7 1 Virginia 100% Operational Completed

Jun. 2022

23.0

Echo Solar – VA 2

Commercial

Solar

4.2 1 Virginia 100% Construction Completed

Jun. 2022

24.0

Echo Solar – VA 3

Commercial

Solar

6.5 1 Virginia 100% Operational Completed

Aug. 2022

23.7

Echo Solar – VA 4

Commercial

Solar

2.9 1 Virginia 100% Operational Completed

Aug. 2022

24.0

Echo Solar – DE 1

Commercial

Solar

5.9 1 Delaware 100% Operational Completed

Aug. 2022

24.0

Total

176.9 65 12.7

Capacity reflects RNEW’s proportionate ownership interest in the assets.

Cash equity ownership.

Average remaining revenue contract term (years).

Sold post year end.

2 | Ecofin U.S. Renewables Infrastructure Trust PLC

Strategic Report

Our Business Model

Investment Objective

On 14 January 2025, shareholders approved the following new

Investment Objective to facilitate the Managed Wind-Down of

the Company. The newly adopted Investment Objective is set

out below:

Ecofin U.S. Renewables Infrastructure Trust PLC (the Company,

and together with its subsidiaries and subsidiary undertakings

from time to time, the Group) will be managed, either by an

external third party investment manager or internally by the

Company’s Board of Directors, with the intention of realising all

the assets in the Group’s portfolio, in an orderly manner with a

view to ultimately returning cash to the Company’s shareholders

following repayment of any outstanding borrowings of the Group

from the proceeds of the assets realised pursuant to the

Investment Policy (the Managed Wind-Down).

Structure

The Company’s business model follows that of an externally

managed investment trust. As such, the Company does not have

any employees and outsources its activities to third party service

providers, including the Investment Manager and Administrator

who are the principal service providers.

The Company made its investments through a wholly-owned

U.S. holding company, RNEW Holdco LLC (“Holdco”), other

intermediate holding companies and underlying special purpose

vehicles (“SPVs”, organised as U.S. limited liability companies or

LLCs) that hold the Renewable Assets. The Group has the ability

to use short-term debt for liquidity and working capital purposes.

Net proceeds of the sale of the Company’s assets will be used to

repay the Company’s debt and since the year end, following the

closing of the DG Solar sale, the Company’s Revolving Credit

Facility was fully repaid.

The Company, through a wholly-owned U.S. subsidiary, RNEW

Capital, LLC, had a $32.5 million secured Revolving Credit

Facility (“RCF”) with KeyBank which as noted above has been

repaid after the year end leaving a surplus of US$10million in

cash.

The Company has a 31December financial year end and announces

half-year results in September and full-year results in April.

Ecofin U.S. Renewables Infrastructure Trust PLC | 3

Strategic Report

Management of the Company

The Company has a board of three non-executive Directors, all

of whom are considered independent (details of each can be

found in the Directors’ Experience and Contribution section of

the Corporate Governance Statement). The Board’s role is to

manage the governance of the Company in the interests of

Shareholders and other stakeholders. In particular, the Board

monitors adherence to the Investment Policy and gearing policy

limits, determines the risk appetite, sets Company policies and

monitors the performance of the Investment Manager and other

key service providers. The Board meets a minimum of six times a

year for regular Board meetings, with additional ad hoc meetings

taking place dependent upon the requirements of the business.

The Board reviews the performance of all key service providers

on an annual basis through its Management Engagement

Committee.

The Company has appointed Ecofin as its AIFM and Investment

Manager to provide portfolio and risk management services to the

Company. The Board takes advice from the Investment Manager

on matters concerning the market and the portfolio. Day-to-day

management of the Company’s portfolio is delegated to the

Investment Manager. Further information on the Investment

Manager is provided in the Investment Manager’s Report.

On6February 2025, the Investment Manager served notice on

the Company to terminate the Investment Management

Agreement. In accordance with the Company’s Investment

Management Agreement, the Investment Manager has 12 months’

notice to serve. The Board are considering their options with

regard to finding alternative management arrangements.

As an investment trust, the Company does not have any

employees and is reliant on third party service providers for its

operational requirements. Likewise, the SPVs which hold the

portfolio assets do not have any employees and services are

provided through third party providers. The Board has delegated

administration, fund accounting and company secretarial

services to Apex Listed Companies Services (UK) Limited.

• Manages the portfolio of Renewable Assets to achieve the Company’s Investment

Objective.

• Monitors financial performance against Company targets and forecasts.

• Monitors the Company’s desired target returns within the agreed risk appetite.

• Manages the process and analysis for semi-annual valuations and coordinates the

process with the Independent Valuer (June/December).

• Ensures good financial and cash management of the Company and its assets

having regard to accounting, tax and debt usage and covenants.

Investment Manager

4 | Ecofin U.S. Renewables Infrastructure Trust PLC

Strategic Report

The strategic review, which had commenced in September 2023

was finally concluded. The Company appointed Marathon

Capital (“Marathon”), as financial adviser, to undertake a

process focused on a sale of all the Company’s assets in late

2023. An extensive marketing exercise was undertaken by

Marathon but unfortunately no buyer was identified for the

Company’s entire portfolio on acceptable terms. Accordingly,

following careful consideration of the options available to the

Company, and on advice from Marathon and taking into account

feedback from shareholders, the Board decided it would be in

the best interests of shareholders to implement a managed wind

down of the Company (the “Managed Wind Down”) and this was

announced on 9 September 2024 with the formal adoption of the

new investment policy being approved by shareholders post the

year end on 14 January 2025.

Under the Managed Wind Down, the Board is seeking to

implement an incremental sales programme of the Company’s

assets in an orderly manner with a view to repaying borrowings

and subsequently making returns of capital to shareholders

while aiming to obtain the best available value for the Company’s

assets at the time of their realisations. The first sale of assets,

which was announced on 13 December, 2024 comprises the sale

of the distributed solar assets of the Company (“the DG Solar

Sale”), further details of which are below.

Investment manager

The ability of the Investment Manager to continue managing the

Company has been impacted by the uncertainty and time to

implement a transaction under the strategic review. As

announced at the half year, the Investment Manager had

informed the Company that there is a refocusing of the strategy

of the wider Tortoise-Ecofin group, of which the Investment

Manager is part, away from the renewable energy sector. Since

then and post the year end, the Investment Manager has also

served notice to terminate the Investment Management

Agreement. The Investment Manager has a 12 month notice

period expiring in February 2026 but meanwhile is committed to

working with the Board to implement alternative management

arrangements. This is no easy task, with only 2 assets remaining

(post the DG Solar Sale) and the subscale size of the Company

but the Board and Investment Manager are in discussions with a

number of parties who have indicated interest and have the

requisite skill set and resource to assist the Company. It also

remains an option to engage one or more of the current

employees of the Investment Manager to work directly for the

Company or for such employee(s) to be hired by a newly

appointed manager. All options are currently under

consideration. I joined the Board in July to assist with this

process and was appointed as Chair following shareholder

feedback and Board discussion after the announcement of the

DG Solar Sale.

Operational update

During 2024, RNEW’s portfolio, which comprises 65 solar and

wind assets with a combined capacity of 177 MW across eight

states, generated 279 GWh of clean electricity (31 December

2023: 248 GWh). While the capacity increased due to the

remainder of the Echo assets coming online, the portfolio faced

a number of operational hurdles. As previously reported, the

Whirlwind wind farm was hit by a tornado in June 2023 and the

Matador substation, to which the wind farm was connected, was

required to be rebuilt. Whirlwind was reconnected in December

2024 to the Matador substation. However, because of previous

oscillation issues, ERCOT, the grid operator in Texas, has

curtailed Whirlwind to 30MW. The wind farm should return to its

full generating capacity of 59MW once it receives approval from

ERCOT. Approval is expected to be in Q2 2025. The Echo Solar

portfolio which comprises six solar projects in Minnesota,

Virginia and Delaware, are now in service and are fully

operational, following a number of delays. WestSide, the Echo

Minnesota asset, experienced a wind storm in Summer 2024

which damaged a small percent of panels and infrastructure.

Repairs are underway and are expected to be completed during

Q2 2025. Other operational issues contributing to the decreased

output in specific assets included inverter faults at both the

Beacon 2 and Beacon 5 solar assets in California. The Asset

Management team is working closely with the O&M provider

and major manufacturer to secure a spare parts inventory that

would reduce future outage timeframes.

Chair’s Statement

Introduction

I am pleased to provide shareholders with my first annual chair’s statement, covering the year from 1 January 2024 to 31 December

2024 (the “Year”), together with information on some notable subsequent events. The Year under review has been disappointing

and we are cognisant of the loss of shareholder value that has occurred.

Ecofin U.S. Renewables Infrastructure Trust PLC | 5

Strategic Report

Performance, NAV and Valuation:

The NAV total return per Ordinary Share was (46.5)% for the

year ended 31 December 2024. Other key metrics were:

For the year ended 31 December 2024, the Group has reported

a combined loss after tax of US$53.97 million, compared to a

combined loss after tax of US$6.72 million for the year ended

31December 2023.

The NAV as at 31 December 2024 was US$61.7 million (equating

to 44.7 cents per Ordinary Share) (31December 2023: US$117.7

million equating to 85.2 cents per Ordinary Share), a decrease of

47.5%, principally as the result of the following factors:

• a 1.0% increase in discount rate year over year, from 7.4%

to8.4%.

• The sale of the DG Solar assets which were sold for

US$37.1million.

• Decrease in the value of Whirlwind due to a number of factors

including:

1. Decrease in production based on historical variance by

quarter; and

2. Increase in insurance cost based on actuals for the next

5years.

• Decrease in the value of Beacon due to a number of factors

including a decrease in production based on historical

variance by a quarter and an increase in O&M, due to a

thermal event that caused inverter failures, based on 2024

actuals.

In sterling terms, the Ordinary Share NAV at 31 December 2024

was £49.3 million (35.7p per Ordinary Share) compared to

£92.2million (66.8p per Ordinary Share) as at 31 December 2023.

The portfolio valuation of the DG Solar assets is based on its

sales price. The portfolio valuation of the remaining assets after

the sale of the DG Solar assets as at 31 December 2024 was

provided by an independent valuation firm, Kroll, LLC,

independent provider of financial and risk advisory solutions.

Fair value of the Beacon and Whirlwind assets was derived

using a combined income approach (DCF methodology) and

market approach based on recent bid prices from third parties,

which follows IPEV Guidelines. A 50% weighting is applied to

both the income approach and market approach when

concluding on fair value. Typically, DCF is deemed the most

appropriate methodology when detailed projection of future

cash flows is possible. Under the income approach, the fair value

of each asset is derived by projecting the future cash flows of an

asset, based on a range of operating assumptions for revenues

and expenses, and discounting those future cash flows to the

present day with a pre-tax discount rate appropriately calibrated

to the risk profile of the asset and market dynamics. Due to the

asset class and available market data over the forecast horizon,

a DCF valuation is typically the basis upon which renewable

assets, are traded in the market, however, given recent market

data received by way of bids from third parties, a market

approach was also used in combination to determine fair value.

Fair value of the remaining portfolio assets, the DG Portfolio,

were fair valued at the agreed upon transaction value.

The blended weighted average pre-tax discount rate at

31December 2024 was 8.4% (31 December 2023: 7.4%).

The basis of valuation relies on financial forecasts which by their

very nature are uncertain. The forecasts and projections are

based upon assumptions about events and circumstances which

have not yet transpired. The Company cannot provide any

assurance that the estimates will be representative of the cash

flows which will actually be achieved during the forecast period.

If these assumptions are not correct or do not hold true, the

valuations could change materially. The Investment Manager

confirmed that the information provided to Kroll for their

valuation was materially complete, fair in the manner of its

portrayal and, therefore, forms a reliable basis for the valuation.

As the Company moves into Managed Wind Down, the ultimate

determinant of values will be what willing buyers are prepared to

pay for the Company’s remaining investments.

Disposal of distributed solar assets

(“DGSolar Assets”) of the Company

The key development during H2 of 2024 was the announcement

in December 2024 that the Group had entered into an

agreement to sell (the Disposal) its DG Solar Assets (the DG

Portfolio) to a subsidiary of True Green Capital Fund IV, LP (TGC

Fund IV or the Buyer) for cash consideration of approximately

US$38.4million plus the assumption by the Buyer of

approximately US$15.6 million of project-level debt.

The Disposal is the first sale to be concluded as part of the

Managed Wind-Down.

Highlights and financial effects of the

Disposal

• Pursuant to the Disposal, the Company agreed to sell all of

the membership interests of those wholly-owned intermediate

holding companies through which the Company holds its

interests in the DG Portfolio, which comprises the “ECHO”,

“SED”, “Ellis Road”, “Oliver”, “Skillman” and “Delran” solar assets.

• The headline enterprise value of the Disposal was US$54.5

million (which includes the assumption of approximately

US$15.6 million of debt secured on the DG Portfolio) (Headline

Price). The cash payment to be payable by the Buyer to the

Company at completion of the Disposal (the Consideration),

after making certain customary adjustments and after a

6 | Ecofin U.S. Renewables Infrastructure Trust PLC

Strategic Report

further reduction equal to the Time-based Adjustment (which

depended on the time taken to complete the Disposal as

described further in the section headed “Summary of the

Sale Agreement” below), was expected to be approximately

US$38.4 million (assuming completion by 31January 2025). The

transaction completed on 11 March 2025 and the net closing

payment received was approximately US$37.1 million.

• The value of the DG Portfolio as at 30 June 2024 of

US$63.2million reduced on 27 November 2024 by

US$11.3million to US$51.9 million following final completion of

the project-specific back-leverage bank facility in respect of

the ECHO portfolio as announced on 28 November 2024 (the

ECHO Financing). The final Consideration received therefore

represents a discount of approximately 28.5 per cent. to

US$51.9million, being the pro forma asset value as at 30 June

2024 of the DG Portfolio after having taken account of the

additional ECHO Financing.

• The net proceeds of the Disposal (after deduction of estimated

tax liabilities and other costs expected to be paid out of the

proceeds of the Disposal) are expected to be approximately

US$33.5 million. Of that, an amount of US$400,000 is to be

held in escrow for a short period post completion expected

to be up to 4 months pending the definitive true-up on the

net working capital position at completion, as is customary

for transactions of this nature. Such net proceeds were used

by the Company to pay down the remaining balance on the

Company’s revolving credit facility (RCF) in full, post year end.

Financing and gearing

The Group’s total gearing at 31 December 2024 was 62.5%

(31December 2023: 38.6%) based on a Gross Asset Value

(“GAV”) of $146.4 million and aggregate debt of $91.5 million.

The Company had both non-recourse debt at project level

($43.5 million secured on the two Beacon projects and

$15.5million secured on the Echo Solar portfolio) and debt at

group level, consisting of $32.5 million drawn under the

Company’s revolving credit facility (RCF).

As announced on 21 October 2024, the Company entered into an

agreement to amend and extend the RCF with KeyBank with eect

from 18 October 2024. Both tranches of the RCF are now set to

mature on 18 October 2025. As from 18 October 2024, the total

commitments of the two tranches reduced to US$32.5million and

US$10.5 million respectively. Upon completion of the Disposal of

the DG Solar assets on 11 March 2025, the total commitment of

each tranche was reduced further to US$7.5million and

US$2.5million respectively, as the Company was required to

make a mandatory repayment of an amount equal to the greater of

the net proceeds of the Disposal of the DG Solar assets or the

amount to reach such revised borrowing limits. The revised

borrowing limits reflect the Group’s lower borrowing base after the

DG Portfolio was sold. Amounts repaid above the revised

borrowing limits cannot be reborrowed. As stated above, following

closing of the DG Solar Sale, the RCF was repaid in full.

Dividends

During H1 2024, the Board declared two interim dividends of

0.7cents per Share each, in respect of the quarters ended

31March 2024 and 31 December 2023. As part of the

announcement on 9 September 2024, the Board stated that it

had decided not to declare a dividend for Q2 2024 so as to focus

the Company’s cash-flow towards the repayment of borrowings

in anticipation of future returns of capital to shareholders in

order to achieve the objectives of the new Investment Policy.

The Board’s focus going forwards having now repaid the RCF is,

in due course, to return capital to shareholders. Dividends will

be restricted to such amount, if any, as required to maintain

Investment Trust status.

Board

As noted earlier, I joined the Board in July 2024, becoming Chair

in January 2025 when Patrick O’Donnell Bourke stepped down.

Louisa Vincent resigned from the Board on 31October 2024.

Together with my fellow Directors, I would like to thank both

Patrick and Louisa for their contributions. TheBoard currently

comprises three directors who together have a good balance of

sector, investment trust and wider financial investment

experience.

Key Developments Post Year End

• Following extensive consultation with key shareholders, it was

announced on 8 January 2025 that Patrick O’Donnell Bourke

would step down as Chair and as a director following the

Company’s General Meeting on 14 January 2025. I replaced

Patrick as Chair. On behalf of the rest of the Board, I would

like to thank Patrick for his contribution during his time on the

Board.

• In order to provide some comfort to shareholders to support

the adoption of a Managed Wind Down, the Board also

announced that it would not sell any of the remaining assets

(beyond the DG Portfolio) at a significant discount to their

carrying values as included in the Company’s balance sheet

as at 30 June 2024, without prior consultation with major

shareholders.

• At the General Meeting held on 14 January 2025, shareholders

overwhelmingly approved the adoption of the new investment

policy, being one of a Managed Wind Down.

• On 21 January 2025, it was announced that a successful

re-negotiation of the management fee the Company pays

to Ecofin Advisers, LLC (“Ecofin”) under the Investment

Management Agreement dated 11 November 2020 had been

Ecofin U.S. Renewables Infrastructure Trust PLC | 7

Strategic Report

concluded, with the object of the changes being to better

align the interests of Ecofin with shareholders’ interests.

Under the terms of the investment management agreement

Ecofin is entitled to 1 per cent. per annum of the Net Asset

Value (“NAV ”) up to and equal to US$500 million, payable

quarterly in arrears. In respect of any quarter beginning

1January 2025 onwards, the fee will be determined by the

lower of the Company’s market capitalisation or NAV. In

addition, management fees for Q3 2024 will be based on the

NAV as adjusted downwards so as to take into account the

price realised for the sale of the DG Solar assets as per the

RNS dated 13 December 2024.

• On 7 February 2025, it was announced Ecofin had given

notice of termination of the Investment Management

Agreement. Ecofin will work with the Board towards an

orderly transition during its 12 month notice period. The Board

is in discussions on alternative management arrangements

whilst also cogniscant of the fact that if the objectives of the

managed wind down are achieved within 12 months that none

may be needed. The Board will monitor developments and at

this stage keep all options open.

• On 11 March 2025, it was announced that the DG Solar

Sale had closed. The net closing payment received was

approximately US$37.1 million. This amount was calculated

after making certain adjustments as set out in the Sale

Agreement and as described in the circular to shareholders

dated 23 December 2024 (the Circular). This includes

adjustments for the amount of project-level debt secured

on assets in the DG Portfolio assumed by the Buyer, the

Time-based Adjustment and as a result of an approximately

US$1.0million shortfall in the estimated level of net working

capital below the target set out in the SPA. The net proceeds

of the Disposal (after deduction of estimated tax liabilities and

other costs expected to be paid out of the proceeds of the

Disposal) are expected to be approximately US$33.5 million.

Of that, an amount of US$400,000 is to be held in escrow for

a short post completion period expected to be up to 4 months

pending the definitive true-up on the net working capital

position at completion, as is customary for transactions of

this nature. The net proceeds of the Disposal have been used

in part to make a mandatory prepayment of approximately

US$22.9 million in respect of the RCF. After giving eect to

such prepayment, the amount drawn on the RCF was reduced

to nil. The total available commitment of the two RCF tranches

has also been reduced following such prepayment to a total of

US$10 million, reflecting the Company’s lower borrowing base

after the sale of the DG Portfolio.

Outlook

The focus of the Company, the Board and the Investment

Adviser over several months has been on signing and then

completing the DG Solar Sale. Following the closing of the DG

Solar Sale, the Company owns two assets: Whirlwind and 49.5%

of Beacon 2 and 5. The Board is mindful of the overall objective,

to wind down the Company, which will require the sale of the

two remaining assets. However the Company is not a forced

seller at any price in the short term and the Board will review

over the next few months the two assets in detail to understand

what if anything needs to be carried out before any sale to

improve the likelihood of receiving a fair price for shareholders

and, in so far as it is possible, the appropriate timing of any sale,

recognising also that there may need to be a period of time

before there is greater clarity of the environment for selling

renewable assets. This includes the impact the economic

policies of the new US Administration may have on the

Company’s ability to operate these assets whilst at the same

time seeking a fair price for shareholders for these assets as part

of a Managed Wind down. However the Board does not expect

the Company to retain the assets for any length of time and will

keep shareholders informed as its thinking progresses. The

Board will also continue to consult with the Company’s key

shareholders to make sure that it is fully aware of shareholders’

feedback at all times, particularly with regard to the Managed

Wind-Down process.

This has not been an easy time for the Company and

shareholders. The Board is committed to achieving the best

outcome for shareholders in as short a time as possible.

Annual General Meeting

We look forward to welcoming Shareholders at the Company’s

Annual General Meeting (“AGM”) to be held on 26 June 2025.

For more information, please see the enclosed AGM notice.

Brett Miller

Chair

24 April 2025

8 | Ecofin U.S. Renewables Infrastructure Trust PLC

Strategic Report

Investment Manager’s Report

for the twelve months ended 31 December 2024

During the twelve months ended 31 December 2024, the

portfolio generated 279.0 GWh of clean energy, 5.1%

belowbudget.

Of the total, solar assets generated 183.6 GWh, 11.9% below

budget and wind assets generated 95.4 GWh, 11.4% above

budget. As at 31 December 2024, RNEW’s portfolio had 100% of

its revenue contracted with a weighted average remaining term

of 12.5 years. Approximately 99% of the portfolio benefits from

fixed-price revenues, many with annual escalators of 1-2%,

through PPAs, contracted solar renewable energy credits

(“SREC”), and fixed rents under leases. These fixed price

contracts mitigate market price risk for the term of the contracts.

Less than 1% of the portfolio has a variable form of revenue,

which is set at a fixed discount to a defined Massachusetts

utility electric rate.

Cash flows were below budget primarily due to the previously

reported situation with the Matador substation at Whirlwind

following the tornado in summer 2023, the ongoing delays in

bringing the Echo portfolio of projects online, and operational

issues at several other projects.

Whirlwind

The Whirlwind wind farm has faced continuing challenges this

year, operating at reduced capacity of 25-30 MW due to the

tornado in 2023. Due to that impact, the forecast has been

updated to more closely align with historical production prior to

the event as well as to reflect the curtailment restrictions. Actual

production over performed by 11.4% compared to the updated

budgeted production in 2024. The site continues to pass power

through a neighboring substation in Paducah, Texas while final

touches are nearing completion at the Matador substation.

Whirlwind continues to work with NAES (Balance of Plant,

manager) and Siemens Gamesa (turbine O&M manager) to

integrate a data feed into the production database, which will

help analyze production drivers and performance

moreeectively.

Beacon 2 and Beacon 5

The Beacon 2 and Beacon 5 solar assets also faced issues

during early 2024. Beacon 2 underperformed by 15.5%, mainly

due to issues with inverters, with a thermal event in March 2024

causing an oil leak in an inverter. Beacon 5 underperformed by

9.3%, with inverters also experiencing faults in early May.

Repairs for these inverters are pending; an insurance claim was

successfully filed for lost production and property damage at

Beacon 2. In a related initiative, Ecofin together with the projects’

co-owner, S&B Energy, are exploring a Battery Energy Storage

Solution (BESS) at the Beacon site to enhance value. There are

also proposals to extend the PPA, and attract new tax equity

from Production Tax Credits (PTCs). A feasibility study,

conducted by consultants DNV in December 2023 is currently

under evaluation.

DG Solar Portfolio

Further to the Result of General Meeting announcement made

on 14 January 2025, the Board of the Company announced that

the sale of the DG Portfolio completed on 10 March 2025. The

Disposal is the first sale to be signed and completed as part of

the Managed Wind-Down.

The net closing payment payable to RNEW Capital, LLC (an

indirect wholly-owned subsidiary of the Company) (the Seller)

was approximately US$37.1 million. This amount was calculated

after making certain adjustments as set out in the Sale

Agreement and as described in the circular to shareholders

dated 23 December 2024 (the Circular). This includes

adjustments for the amount of project-level debt secured on

assets in the DG Portfolio assumed by the Buyer, the Time-

based Adjustment and as a result of an approximately US$1.0

million shortfall in the estimated level of net working capital

below the target set out in the SPA.

The net proceeds of the Disposal (after deduction of estimated

tax liabilities and other costs expected to be paid out of the

proceeds of the Disposal) were approximately US$33.5 million.

Of that, an amount of US$400,000 is to be held in escrow for a

short post completion period expected to be up to 4 months

pending the definitive true-up on the net working capital

position at completion, as is customary for transactions of

thisnature.

As explained in the Circular, the net proceeds of the Disposal

have been used in part to make a mandatory prepayment of

approximately US$22.9 million in respect of the Company’s

revolving credit facility (the RCF). After giving eect to such

prepayment, the amount drawn on the RCF was reduced to nil.

The total available commitment of the two RCF tranches has

also been reduced following such prepayment to a total of

US$10 million, reflecting the Company’s lower borrowing base

after the sale of the DG Portfolio.

Accordingly, after prepayment of the RCF and the payment of

expenses and other liabilities relating to the Disposal, the

retained Group is expected to have estimated cash balances of

approximately US$10.7 million.

Ecofin U.S. Renewables Infrastructure Trust PLC | 9

Strategic Report

Investment Name Sector State

Actual

(GWh)

Budget

(GWh)

GWh Above

(Below) Budget

% Above

(Below) Budget

Beacon 2 Utility-Scale Solar California 54.4 64.4 (10.0) (15.5%)

Beacon 5 Utility-Scale Solar California 46.0 50.7 (4.7) (9.3%)

SED Solar Portfolio* Commercial Solar Massachusetts, Connecticut 12.0 12.2 (0.2) (1.6%)

Ellis Road Solar* Commercial Solar Massachusetts 7. 2 8.5 (1.3) (15.3%)

Oliver Solar* Commercial Solar California 7.1 7.4 (0.3) (4.1%)

Delran Solar* Commercial Solar New Jersey 2.3 2.4 (0.1) (4.2%)

Skillman Solar* Commercial Solar New Jersey 3.3 3.4 (0.1) (2.9%)

Echo Solar – MN* Commercial Solar Minnesota 17.0 21.6 (4.6) (21.3%)

Echo Solar – VA1* Commercial Solar Virginia 4.7 4.9 (2.7) (9.7%)

Echo Solar – DE* Commercial Solar Delaware 9.2 10.0 (0.2) (4.1%)

Echo Solar – VA2* Commercial Solar Virginia 6.3 7.0 (0.7) (10.0%)

Echo Solar – VA3* Commercial Solar Virginia 10.3 11.1 (0.8) ( 7.2%)

Echo Solar – VA4* Commercial Solar Virginia 3.8 4.8 (1.0) (20.8%)

Solar Subtotal 183.6 208.4 (24.8) (11.9%)

Whirlwind Wind Texas 95.4 85.6 9.8 11.4%

Wind Subtotal 95.4 85.6 9.8 11.4%

Total 279.0 294.0 (15.0) (5.1%)

* Sold post year end.

10 | Ecofin U.S. Renewables Infrastructure Trust PLC

Strategic Report

NAV

12/31/2023

Change in

ProjectCo DCF

Rollforward

Change in

ProjectCo

DCF –

Discount

Rates

Change in

ProjectCo

valuation

methodology

and approach

Distributions

from

ProjectCos

to RNEW

Dividends

Shareholders

Expenses

Paid

Change in

Working

Capital

Balances

Change in

Deferred

Tax

NAV

12/31/2024

100

120

140

$61.7

$117.7

($14.2)

($3.2)

($32.4)

$3.2

($7.5)

$2.0

($1.9)

($2.0)

$6.1

Increase Decrease Total

Change in project company DCF rollforward: Represents the

impact on NAV from changes to DCF quarterly cashflow roll-

forward and change in project-level debt outstanding balances,

including principal amortisation.

Change in project company DCF Discount Rates:

Represents the impact on NAV from changes to the discount

rates applied to the DCF models of each project company. As at

31 December 2024, the weighted average unlevered pre-tax

discount rate was 8.4% (31 December 2023: 7.4%), which

reflects a decrease from 31 December 2023 due to the eect of a

1.00% increase in discount rates.

Change in project company methodology and approach:

Primarily represents the impact on NAV from changes to the

valuation approach to include a market approach in combination

with income approach to account for recent market data

gathered during the Managed Wind-Down. A further decrease

occurred to value the DG Solar assets at their agreed upon sale

price. Fair value of the Beacon and Whirlwind is derived using a

combined income approach (DCF methodology) and market

approach based on recent bid prices from third parties, which

follows IPEV Guidelines. A 50% weighting is applied to both the

income approach and market approach when concluding on fair

value. Typically, DCF is deemed the most appropriate

methodology when detailed projection of future cash flows is

possible. Under the income approach, the fair value of each

asset is derived by projecting the future cash flows of an asset,

based on a range of operating assumptions for revenues and

expenses, and discounting those future cash flows to the

present day with a pre-tax discount rate appropriately calibrated

to the risk profile of the asset and market dynamics. Due to the

asset class and available market data over the forecast horizon,

a DCF valuation is typically the basis upon which renewable

assets, are traded in the market, however, given recent market

data received by way of bids from third parties, a market

approach was also used in combination to determine fair value.

Distributions from project companies to RNEW: Represents

cash generated by project companies, which was distributed up

to RNEW during the Year.

Dividends to Shareholders: Dividends for Q4 2023 and Q1

2024 of $1.9 million were paid during the Year.

Expenses paid: Represents the impact on RNEW NAV due to

management fees and expenses paid during the Year.

Change in financial assets: Represents the impact on RNEW

NAV due to increases or decreases in cash, receivables,

payables and other net working capital account balances.

Deferred tax liability: Represents the impact on RNEW NAV

due to accruals arising from operations in the year at RNEW

Holdco, LLC, the Company’s wholly-owned U.S. subsidiary,

which is subject to U.S. income taxes.

2024 NAV Bridge ($M)

Ecofin U.S. Renewables Infrastructure Trust PLC | 11

Strategic Report

ESG Integration and Impact

The Company was established to oer investors direct exposure to renewable energy and sustainable infrastructure assets including

solar, wind, and battery storage that reduce greenhouse gas (“GHG”) emissions and promote a positive environmental impact. The

Investment Manager integrates analysis of ESG issues throughout the lifecycle of its investment activities spanning due diligence,

investment approval, and ongoing portfolio management. Environmental criteria analysis considers how an investment performs as a

steward of nature; social criteria analysis examines its impact and relationships with employees, suppliers, customers and the

communities in which it operates; and governance criteria analysis examines internal controls, business ethics, compliance and

regulatory status associated with each investment.

Ecofin has developed a proprietary ESG due diligence risk assessment framework (“ESG Risk Assessment”) that combines both

qualitative and quantitative data. This ESG Risk Assessment is embedded in Ecofin's investment memoranda and systematically applied

by the investment team to all opportunities prior to investment authorisation by Ecofin's Investment Committee. Each of the Company’s

closed and committed investments spanning 65 assets was analysed using Ecofin’s ESG Risk Assessment prior to investment

commitment. Ecofin believes this approach to assessing ESG issues serves to mitigate risk and enhance RNEW’s impact.

Environmental factors aecting climate risk are reviewed to determine an investment’s impact and ability to reduce GHG emissions, air

pollution and water consumption.

Analysis of environmental issues may also consider the impact that the investment will have on land use and considers mitigation plans

when issues are identified. Analysis of social issues may encompass an investment’s impact on the local community and consider

health and safety together with the counterparties to be engaged to construct and operate the assets. Governance is reviewed in

partnership with qualified third-party legal counsel to ensure compliance with all laws and regulations, strong ongoing corporate

governance through strict reporting protocols with qualified operators, project asset managers and annual independent financial

statement audits.

Ecofin applies a systematic approach to ESG monitoring once acquisitions are closed. Through Ecofin’s engagement with third party

O&M and asset management service providers, Ecofin reviews asset level reporting on health and safety metrics, environmental

matters and compliance. Issues identified are reviewed and addressed with service providers through periodic meetings such as

monthly operations meetings.

Importantly, ESG factors are analysed then reported in a transparent manner so that investors and key stakeholders can measure their

impact.

Impact

RNEW’s portfolio produced approximately 279 GWh of clean electricity during 2024. RNEW focuses on investments that have a positive

environmental impact by reducing GHG emissions, air pollution and water consumption. Ecofin seeks to analyse and report on ESG

factors on a consistent basis to maximise the impact of its investment activities. To assess environmental impact, Ecofin goes beyond

measuring CO2 emissions avoided and quantifies other GHG emissions, such as methane and nitrous oxide, and also measures the

contribution that investments make to save water consumption. Water is consumed by thermoelectric (i.e. coal and gas) power plants in

the cooling process associated with steam turbine generators. Water savings occur in the same way that renewable energy generation

osets CO2 emissions from thermoelectric generators. Ecofin calculates estimated water savings by reference to the EIA thermoelectric

cooling water data by location and applies it to the production from RNEW's portfolio.

Ecofin's methodology for calculating the environmental impact of investments relies on trusted data sources including the U.S. EPA and

the EIA.

12 | Ecofin U.S. Renewables Infrastructure Trust PLC

Strategic Report

Investment Objective and Investment Policy

At a General Meeting held on 14 January 2025 the following new

investment objective and investment policy were adopted:

Investment objective

The Company’s investment objective is to realise all the assets in

the Group’s portfolio, in an orderly manner with a view to

ultimately returning cash to the Company’s shareholders

following repayment of any outstanding borrowings of the Group

from the proceeds of the assets realised pursuant to the

Investment Policy (the Managed Wind Down).

Investment policy and strategy

The assets of the Group will be realised in an orderly manner,

returning cash to the Company’s shareholders at such times and

in such manner as the Board of directors of the Company from

time to time (the Board) may, in its absolute discretion,

determine. The Board will endeavour to realise all of the Group’s

assets in a manner that achieves a balance between maximising

the net value received from those assets and making timely

returns to the Company’s shareholders.

The Company will cease to make any new investments

(including any follow-on investments) or to undertake any capital

expenditure, except with the prior written approval of the Board

and where, in the opinion of the Board, in its absolute discretion:

a. failure to make the investment or undertake the capital

expenditure would result in a breach of contract or applicable

law or regulation by the Company, any member of its Group

or any vehicle through which it holds its investments; or

b. the investment or capital expenditure is considered

necessary to protect or enhance the value of any existing

investment or to facilitate an orderly disposal,

any such investment or capital expenditure being a “Permitted

Investment”.

Subject to the ability of the Company to make Permitted

Investments, any cash received by the Group during the

Managed Wind-Down that has not been used to repay

borrowings prior to its distribution to the Company’s

shareholders will be held by the Group as cash in Sterling or U.S.

Dollar on deposit and/or as cash equivalent securities, including

short-dated corporate bonds or other cash equivalents, cash

funds or bank cash deposits (and/or funds holding such

investments).

The net proceeds from realisations will be used to repay

borrowings and make timely returns of capital to the Company’s

shareholders (net of provisions for the Company’s costs and

expenses) in such manner as the Board considers appropriate.

Investment restrictions

The Company will continue to comply with the requirements

imposed by the UK Listing Rules made by the Financial Conduct

Authority in force from time to time, notwithstanding that the

concentration of the value of the Company’s portfolio in fewer

holdings will reduce diversification and the spread of investment

risk.

Gearing policy

The Group may utilise borrowings for short-term liquidity and

working capital purposes.

Gearing represented by borrowings shall not exceed 25 per cent.

of net asset value, measured at the point of entry into or

acquiring such debt.

Currency and hedging policy

The Group may use derivatives for the purposes of hedging,

partially or fully:

a) electricity price risk relating to any electricity or other benefit

including renewable energy credits or incentives, generated

from its renewable energy assets not sold under a power

purchase agreement (PPA), as further described below;

b) currency risk in relation to any Sterling (or other non - U.S.

Dollar) denominated operational expenses of the Company;

c) other project risks that can be cost-eectively managed

through derivatives (including, without limitation, weather

risk); and

d) interest rate risk associated with the Company's debt

facilities.

In order to hedge electricity price risk, the Company may enter

into specialised derivatives, such as contracts for dierence or

other hedging arrangements, which may be part of a tripartite or

other PPA arrangement in certain wholesale markets where

such arrangements are required to provide an eective fixed

price under the PPA.

Members of the Group will only enter into hedging or other

derivative contracts when they reasonably expect to have an

exposure to a price or rate risk that is the subject of the hedge.

Amendments to the investment objective,

policy and investment restrictions

If the Board considers it appropriate to amend materially the

investment objective, investment policy or investment

restrictions of the Company, shareholder approval to any such

amendment will be sought by way of an ordinary resolution

proposed at an annual or other general meeting of the Company.

Ecofin U.S. Renewables Infrastructure Trust PLC | 13

Strategic Report

Risk Management

Principal Risks

The Board is responsible for the ongoing identification, evaluation and management of the principal risks faced by the Company. On behalf

of the Board, the Risk Committee has established a process for the regular review of these risks and their mitigation. This process

principally involves a semi-annual review of the Company’s risk matrix and accords with the UK Corporate Governance Code (the “UK

Code”) and the Financial Reporting Council’s (“FRC”) Guidance on Risk Management, Internal Control and Related Financial and Business

Reporting. The Directors have carried out a robust assessment of the principal risks facing the Company, including those that would

threaten its business model, future performance, solvency and liquidity. The following sections detail the risks the Board considers to be

the most significant to the Company:

Risk Possible Consequences

Change in

risk

assessment

during the

year Risk Mitigation and Controls

Current Year

Risk Scores

Electricity

Price

Lower electricity prices in the U.S.

could negatively impact the

Company’s returns and/or the value

of its investments.

No change The Company aims to sell output under long-term

otake arrangements with credit worthy

counterparties. As at the date of this report, the

portfolio benefited from a weighted average revenue

contract term of 12.5 years (comprising 18 years each

for Beacon 2 and 5 and 3 years for Whirlwind). In its

asset valuations, the Company uses long-term

electricity price forecasts prepared by an independent

third party.

Medium

Interest Rate,

Currency

and Inflation

The Company may be adversely

aected by changes in interest,

currency exchange and inflation

rates. Rising interest rates may lead

to higher discount rates.

No change Interest, currency and inflation rates are monitored

regularly by the Company. The Company may

implement interest and currency rate hedging by fixing

a portion of the Company’s exposure to any floating

rate obligation using interest or currency rate swaps or

other means.

Where possible, the Company enters into medium to

long term contracts to fix costs. Inflation risk can also

be partly mitigated where projects’ revenue otake

arrangements are subject to indexation.

Discount rates are reviewed regularly by the

Investment Manager, and on a semi-annual basis by

the Independent Valuer.

Medium

Managed

Wind-Down

With eect from 14 January 2025

the Company revised its Investment

Policy and is now in a Managed

Wind Down. The Company may not

be able to sell its assets at attractive

prices and in a timely manner.

Increased On 11 March 2025, the Company announced the

completion of its sale of its DG Solar assets. The Board

have appointed Marathon as the Company’s financial

advisers to help with the Managed Wind-Down

Process.

High

Inability to

identify a

new

Investment

Manager and

AIFM

On 6 February 2025, Ecofin

Advisors, LLC served notice on the

Company as Investment Manager

and AIFM. In accordance with the

Company’s IMA, the Investment

Manager has a 12 month notice

period to serve.

Increased The Board, together with their advisers, are considering

their options and are confident that they will be able to

find a replacement Investment Manager and AIFM

prior to the deadline. Ecofin will work with the Board

towards an orderly transition during its 12 month notice

period.

High

Operational

Performance

Renewable Assets may encounter

operational diiculties that cause

them to perform at lower levels

than expected.

No change Ecofin appoints experienced O&M contractors and

monitors their ongoing performance. Ecofin also

provides in-house asset management for each asset.

Additionally, insurance programmes are in place for

each asset.

Medium

14 | Ecofin U.S. Renewables Infrastructure Trust PLC

Strategic Report

Risk Possible Consequences

Change in

risk

assessment

during the

year Risk Mitigation and Controls

Current Year

Risk Scores

Investment

Valuation

The valuation of assets are

inherently subjective and uncertain.

Projections are based on the

Independent Valuer’s and the

Investment Manager’s assessment

at the date of valuation and are only

estimates of future results. The

valuation of the DG solar assets

was based on the sales price, with

other assets valued based on a

50% weighting applied to both an

income and market approach.

Actual results may vary significantly

from projected amounts.

No change Ecofin has significant experience in the valuation of

Renewable Assets. The Board and Ecofin review

asset valuations quarterly. An Independent Valuer

conducts a valuation of the Company’s assets,

including a review of discount rates, on a semi-

annual basis.

Medium

Political and

Regulatory

The value of existing investments

may be impacted by changes in

government policy (e.g. implications

following the recent change in US

administration, particularly

increased property taxes, taris,

lower tax credits), in government

policy incentives or in U.S. tax laws.

Increased Due diligence is undertaken at purchase with support

from legal advisers and monitoring of political and

regulatory risks is ongoing. When incentive programs

are changed, the changes typically aect projects that

have yet to be built. Existing projects are usually

grandfathered and retain the benefits associated with

the incentive scheme in place when they were

constructed. Ecofin seeks to reduce exposure to

political and regulatory risk by entering into long term

contracts to fix both revenue streams associated with

incentives and costs (e.g. property taxes).

Ecofin also monitors potential changes in policy that

could aect RNEW’s portfolio.

Medium

Cyber Ecofin’s information and technology

systems and those of other service

providers to the Company may be

vulnerable to cyber security

breaches and identity theft which

could adversely impact the

Company’s ability to continue to

operate without interruption.

No change The Company relies on the systems of its service

providers. Cyber security policies and procedures are

maintained by key service providers and are reported

to the Board periodically. Ecofin, the Administrator and

the Board include cyber risk in their reviews of

counterparties.

Medium

Service

Provider

Reliance

The Company has no employees

and is reliant on the performance of

third-party service providers.

Service Providers may be unable to

complete their role or may not

perform well, which could lead to a

deterioration in shareholder value.

Increased The Board meets with Ecofin and the Administrator on

at least a quarterly basis to review their work and

monitor their performance and more often as needed.

The Investment Manager has now given notice of

termination of the Investment Management

Agreement. Ecofin will work with the Board towards an

orderly transition during its 12 month notice period.

Through its Management Engagement Committee, the

Board conducts a formal assessment of each key

service provider’s performance once a year. To assist

its ability to properly oversee the Company’s service

providers, the Board requires them to notify it as soon

as reasonably practicable following any material

breach of their contracts with the Company.

High

Ecofin U.S. Renewables Infrastructure Trust PLC | 15

Strategic Report

Risk Possible Consequences

Change in

risk

assessment

during the

year Risk Mitigation and Controls

Current Year

Risk Scores

Counterparty There is the potential for losses to

be incurred due to default by an

otaker or other counterparty.

No change A fundamental part of the Investment Manager’s due

diligence process involves reviewing the most recent

credit rating of the otaker provided by a third party

credit rating agency or performing an independent

credit review of the otaker’s credit status.

The credit status of other counterparties (e.g. banks) is

also assessed and monitored.

Medium

Climate The Company is exposed to the

impacts of climate change i.e. risks

relating to weather conditions and

performance of equipment.

No change The Investment Manager considers the potential

impact the weather may have on electricity production.

Ecofin also considers the impact of storms and other

weather conditions when determining the appropriate

level of insurance coverage for an asset. Investing in

diverse projects spread across the U.S. mitigates the

impact of any localised, potentially unfavourable

weather conditions.

Medium

ESG Risks such as health and safety,

respect for human rights, bribery,

corruption, environmental

management practices, duty of care

and compliance with relevant laws

and regulations, may also arise.

No change ESG is embedded in Ecofin’s investment process via a

formal ESG rating matrix. The Company monitors the

portfolio and quantifies the ESG impact of its

investments.

Each service provider has, and is responsible for, its

own health and safety policies and procedures.

Medium

16 | Ecofin U.S. Renewables Infrastructure Trust PLC

Strategic Report

Risks are managed and mitigated by the Board through

continual review, policy setting, and regular reviews of the

Company’s risk matrix by the Risk Committee to ensure that

procedures are in place with the intention of minimising the

impact of the above-mentioned risks.

Members of the Risk Committee bring a diversity of external

knowledge, including of the renewable energy and investment

trust (and financial services generally) marketplaces, trends,

threats etc. as well as macro/strategic insight. The Risk

Committee carries out a formal risk assessment at each of its

meetings (minimum twice a year).

The Investment Manager advises the Board at quarterly Board

meetings on industry trends, providing insight on the political

and regulatory environment in which the Company’s assets

operate, and future challenges in these markets. The Company's

Broker regularly reports to the Board on markets, the investment

company sector and the Company's peer group. The Investment

Manager works with reputable EPC firms to reduce the risk that

any materials sourced from vendors employing the use of forced

labour end up in the Company’s projects and actively monitors

developments on this issue. The Company is not aware of any

such materials having been used in the Company’s projects.

The Company Secretary briefs the Board on forthcoming

legislation/regulatory change in the UK that might impact the

Company. The Auditor also provides an annual update on

regulatory changes relevant to the Company.

The Company is a member of the Association of Investment

Companies (“AIC”), which provides regular technical updates as

well as drawing members’ attention to forthcoming industry/

regulatory issues and advising on compliance obligations.

When required, experts are employed to provide information and

technical advice, including legal and tax.

Business Review

The Strategic Report on pages 1 to 21 has been prepared to

provide information to Shareholders to assess how the Directors

have performed their duty to promote the success of the

Company.

The Strategic Report contains certain forward-looking

statements. These statements are made by the Directors in good

faith based on the information available to them up to the time of

their approval of this report and such statements should be

treated with caution due to the inherent uncertainties, including

both economic and business risk factors, underlying any such

forward-looking information.

The Company is an alternative investment fund (“AIF”) under the

European Union’s alternative investment fund managers’ directive

(“AIFMD”) and has appointed Ecofin Advisors, LLC as its AIFM.

The Directors are responsible for managing the business aairs of

the Company in accordance with the Articles and have overall

responsibility for the Company’s activities including the review of

investment activity and performance and the overall supervision of

the Company. The Directors may delegate certain functions to other

parties such as the Investment Manager, the Administrator and the

Registrar. In particular, the Directors have delegated responsibility for

managing the portfolio to the Investment Manager.

All the Directors are non-executive. All the Directors were

considered by the Board to be independent of the Investment

Manager upon and since appointment.

A description of the role of the Board can be found in the

Corporate Governance Statement.

Key Performance Indicators

The Company’s Board of Directors meets regularly and at each

meeting reviews performance against a number of key

performance indicators which include the following:

• Eicient Return of Capital

• Dividends;

• Premium/discount of share price to NAV per Share; and

• Ongoing charges ratio.

Efficient Return of Capital

In line with the Managed Wind-down status of the Company, the

Board is focused on the disposal of the Company’s assets, the

repayment of the Company’s Revolving Credit Facility (“RCF”) and

the eicient return of capital to Shareholders. On 11 March 2025,

the Company announced that it had concluded on the sale of its

investment in US distributed solar assets (the DGPortfolio) to a

subsidiary of True Green Capital Fund IV, LP. The sales proceeds

were partly used to repay the Company’s RCF.

Dividends

Since the commencement of the managed wind-down process,

the Company will pay dividends as interim dividends only as

required to maintain investment trust status. As the Company’s

portfolio reduces in size its operating costs will become a greater

proportion of its income. The Company intends to maintain its

investment trust status and listing during this managed

realisation process prior to the Company’s eventual liquidation.

Maintaining the listing would allow Shareholders to continue to

trade Shares during the managed winddown of the Company.

The Company declared one interim dividend in respect of the

Year of 0.7 cents per Share in respect of the period from

1January 2024 to 31 March 2024.Since that date the Board has

decided to focus the Company’s cash-flow towards the

repayment of borrowings in anticipation of future returns of

capital to shareholders.

Ecofin U.S. Renewables Infrastructure Trust PLC | 17

Strategic Report

Premium/discount of share price to NAV per

The Board monitors the price of the Company’s Shares in

relation to NAV and the premium/discount at which the Shares

trade. The Company has Shareholder authority to issue and buy

back Shares, which could assist short term management of

premium and discount respectively. However, the level of

discount or premium is mostly a function of investor sentiment

and associated demand for the Shares, over which the Board

may have limited influence. The share price stood at a 31.8%

discount to NAV as at 31 December 2024. Further details are

provided in the Chair’s Statement on pages 5 to 8.

Ongoing charges ratio

The expenses of managing the Company are carefully monitored

by the Board. The standard performance measure of these is the

ongoing charges ratio (“OCR”), which is calculated by dividing

the sum of such expenses over the course of the year, including

those charged to capital, by the average NAV over the year.

This ratio provides a guide to the eect on performance of

annual operating costs. The Company’s OCR for the year to

31December 2024 was 2.31% (year ended 31 December 2023:

1.78%).

18 | Ecofin U.S. Renewables Infrastructure Trust PLC

Strategic Report

In accordance with section 172 of the Companies Act 2006 (the

“Act”), the Board has a duty to promote the long-term success of

the Company for the benefit of its Shareholders as a whole and, in

doing so, the Board is required to consider the likely

consequences of its actions over the long-term and on other

stakeholders and the environment.

The Directors are required to describe how they have had regard

to matters set out in section 172 of the Act.

Key Board Decisions

Key decisions are those that are either material to the Company or

are significant to any of the Company’s key stakeholders. The

Company’s engagement with its key stakeholders, including the

Investment Manager, is discussed further in the Corporate

Governance Report. The key decisions detailed below were made

or approved by the Directors during the Year, with the overall aim

of promoting the success of the Company while considering the

impact on its members and wider stakeholders:

Managed Wind Down and Conclusion of

the Strategic review

The Company announced a strategic review on 8 September

2023 and appointed Marathon Capital ("Marathon"), as financial

adviser, to undertake a process focused on a sale of all the

Company's assets. An extensive marketing exercise was

undertaken by Marathon but unfortunately no buyer was

identified for the Company's entire portfolio on acceptable terms.

Accordingly, following careful consideration of the options

available to the Company, and on advice from Marathon and

taking into account feedback from shareholders, the Board agreed

to propose the managed wind-down of the company. This was

approved by Shareholders at a General Meeting held on

14January 2025, along with a revised Investment Policy.

Under the Managed Wind Down, the Board will seek to

implement an incremental sales programme of the Company's

assets in an orderly manner with a view to repaying borrowings

and subsequently making returns of capital to shareholders while

aiming to obtain the best available value for the Company's assets

at the time of their realisations.

Sale of DG Portfolio of Solar Assets

The Board having consulted with Marathon and its other advisers

and having considered the interest of the Company’s

shareholders, agreed that the Company, together with RNEW

Capital, LLC, a wholly-owned subsidiary of the Company, sell the

Company's investments in US distributed solar assets (the DG

Portfolio) to a subsidiary of True Green Capital Fund IV, LP for

cash consideration of approximately US$38.4 million plus the

assumption by the Buyer of approximately US$15.6 million of

project-level debt.

Dividends

Since the commencement of the managed wind-down process, the

Board have agreed that the Company will pay dividends as interim

dividends only as required to maintain investment trust status. As

the Company’s portfolio reduces in size its fixed costs will become

a greater proportion of its income. The Company intends to

maintain its investment trust status and listing during this managed

realisation process prior to the Company’s eventual liquidation.

Maintaining the listing would allow Shareholders to continue to

trade shares during the managed winddown of the Company.

Shareholders and Potential Investors

The Board considers its Shareholders and potential

Shareholders to be essential in all decision-making.

Shareholders’ views are considered by the Board at quarterly

Board meetings and assist in the Board’s decision-making

process. To help the Board in its aim to act fairly between the

Company’s members, it seeks to ensure eective

communication is provided to all Shareholders. It does so by

publishing Company updates via RNS announcements and the

Company’s website (https://rnewfund.com/) where the

Company’s annual reports, half-yearly accounts, factsheets and

press releases can be found.

The Board encourages Shareholders to attend the annual

general meeting (“AGM”) at which the Board and

representatives of the Investment Manager will be available to

meet Shareholders in person and to answer questions.

Shareholders wishing to contact the Chair, or any other member

of the Board, may do so at any time by writing to the Company

Secretary (at RNEWMBX@apexgroup.com). This Annual Report

has been issued to Shareholders and will also be available to

view on the Company’s website (https://rnewfund.com/).

Employees and Stakeholders

As an externally managed investment company, the Company

does not have any employees. All its functions are carried out by

external service providers, which are the Company’s key

stakeholders.

Company’s Operating Model

The Company was listed on the main market of the LSE on 22

December 2020. All investments are held via its sole direct

subsidiary Holdco, which in turn holds the investment portfolio

via intermediate holding companies and a number of special

purpose vehicles (“SPVs”).

To ensure strong working relationships, most of the Company’s

key stakeholders attend regular Board meetings to present their

respective reports. The Board seeks to maintain constructive

relationships with the Company’s key stakeholders through

regular communications, the provision of relevant information

Section 172 Statement

Ecofin U.S. Renewables Infrastructure Trust PLC | 19

Strategic Report

and update meetings. This enables the Board to exercise

eective oversight of the Company’s activities.

The Investment Manager is the most significant service provider

to the Company and a description of its role can be found on

page 4. The Board receives regular reports from the Investment

Manager, discusses the investment portfolio at each Board

meeting and maintains a constructive dialogue between

meetings.

The Board receives reports by the Company Secretary and the

Investment Manager for key stakeholders who do not attend

regular Board meetings such as the Registrar.

Other than the valuation provider, the Board does not have

direct exposure to key stakeholders at the Holdco level.

Accordingly, the responsibility to foster and maintain

relationships with these stakeholders is delegated to the

Investment Manager who provides regular reports to the Board

including updates on stakeholders.

Anti-bribery, corruption and tax evasion

It is the Company’s policy to conduct all its business in an

honest and ethical manner. The Company takes a zero-tolerance

approach to bribery and corruption and is committed to acting

professionally, fairly and with integrity in all its business dealings

and relationships wherever it operates. The Company does not

tolerate the criminal facilitation of tax evasion. The Company’s

Investment Manager, Company Secretary and Administrator

have confirmed that they have anti-bribery policies and

procedures in place and that they do not tolerate bribery. The

Company’s policy and the procedures that implement it are

designed to support that commitment.

Modern Slavery Act Disclosure

Due to the nature of the Company’s business, being a company

that does not oer goods or services to consumers, the Board

considers that it is not within the scope of modern slavery. The

Board considers the Company’s supply chains, predominantly

professional advisers and service providers in the financial

services industry, to be low risk in this regard.

Notwithstanding, the Company is committed to ethical business

practices and is against any form of slavery and forced labour.

The Investment Manager seeks to mitigate any exposure to

modern slavery through direct inquiries to, and due diligence on,

the SPVs’ equipment, construction and O&M contractors. The

Company is conscious that the concerns of forced labour (e.g. in

China) can only be fully investigated and eradicated through

industry collaboration, which it continues to support.

Directors’ Conflicts of Interest

As required by law, a Director must avoid a situation where he or

she has an interest that conflicts with the Company’s interests.

The Company’s Articles of Association provide the Directors

with the ability to authorise potential conflicts of interest. The

Directors are able to impose limits or conditions when giving

authorisation if they think this is appropriate. The procedure

observed by the Board in dealing with conflicted matters is as

follows:

• Any Board member so conflicted must recuse himself or her-

self from the discussion involving the relevant conflict;

• Only Directors who have no interest in the matter being

considered are able to debate the matter and take the relevant

decision; and

• In taking the decision, the Directors must act in a way they

consider, in good faith, will be most likely to promote the

Company’s success.

The Directors have declared any potential conflicts of interest to

the Company. These are entered into the Company’s register of

potential conflicts, which is reviewed regularly by the Board. The

Directors are obliged to advise the Company Secretary as soon

as they become aware of any new potential conflicts of interest.

20 | Ecofin U.S. Renewables Infrastructure Trust PLC

Strategic Report

Interested Parties’ Conflicts of interest

The Directors are responsible for establishing and regularly

reviewing procedures to identify, manage, monitor and disclose

conflicts of interests relating to the activities of the Company.

The Company’s service providers may have material potential

conflicts of interest between their duty to the Company and the

duties owed by them to third parties and their other interests.

Ecofin, the Administrator, the Registrar, and the Broker and any

of their members, directors, oicers, employees, agents and

connected persons and any person or company with whom they

are ailiated or by whom they are employed (“Interested

Parties”) may be involved in other financial, investment or other

professional activities which may cause potential conflicts of

interest with the Company and its investments and which may

aect the amount of time allocated by such persons to the

Company’s business.

These Interested Parties may, without limitation: provide

services similar to those provided to the Company to other

entities; buy, sell or deal with assets on their own account

(including dealings with the Company); and/or take on

engagements for profit to provide services including but not

limited to origination, development, financial advice, transaction

execution, asset and SPV management with respect to assets

that are or may be owned directly or indirectly by the Company

or could be suitable for ownership by the Company, but will not

in any such circumstances be liable to account for any profit

earned from any such services.

In particular, Ecofin and its respective ailiates may serve as

alternative investment fund manager, investment manager and/

or investment adviser to other clients and/or for their own

account, including funds and managed accounts that have

similar investment objectives and policies to those of the

Company.

Ecofin is entitled to carry on business similar to or in competition

with the Company or to provide similar services to, or in

competition with, the Company or to provide similar services or

any other services whatsoever to any other client without being

liable to account to the Company for its profits, provided that it

will take all reasonable steps to ensure that such business is

eected on terms which are not materially less favourable to the

Company.

Ecofin has policies and procedures in place to deal with

identified conflicts which specify the procedures that it should

follow and the measures that it has adopted in order to take all

appropriate steps to identify and then prevent or manage such

conflicts.

Other Information

Employees

The Company has no employees. As at 31 December 2024 the

Company had four Directors, one female and three male

Directors. Following the year-end, Patrick O’Donnell Bourke

resigned. The Board’s policy on diversity is contained in the

Corporate Governance Statement (see page 29).

Outlook

The outlook for the Company, including the future development

and performance of the Company, is discussed in the Investment

Manager’s Report on pages 9 to 11.

The Strategic Report as set out on pages 1 to 21 of this Annual

Report was approved on 24 April 2025.

Brett Miller

Chair of the Board

For and on behalf of the Board

24 April 2025

Ecofin U.S. Renewables Infrastructure Trust PLC | 21

Governance

The Directors present their report and

audited financial statements for the year

ended 31 December 2024.

Strategic Report

The Directors’ Report should be read in conjunction with the

Strategic Report on pages 1 to 21. A review of the business and

future outlook and the principal risks and uncertainties of the

Company have not been included in this report as they are

disclosed in the Strategic Report.

Corporate Governance Statement

The Corporate Governance Statement on pages 27 to 34 forms

part of this report.

Principal risks and Risk Management

Principal risks and Risk Management are described on pages 14 to

17. The management and monitoring of certain risks the Company

is exposed to, including price risk, interest rate risk, credit risk and

liquidity risk, are also detailed in note 17 to the financial statements.

Viability Statement

The Viability Statement is on page 25.

Legal and Taxation Status

The Company is registered as a public limited company and is

an investment company within the meaning of Section 833 of

the Companies Act 2006. The Company conducts its aairs in

order to meet the requirements for approval as an investment

trust under section 1158 of the Corporation Tax Act 2010.

The Company has received approval as an investment trust from

His Majesty’s Revenue and Customs (“HMRC”). The Company

must meet eligibility conditions and ongoing requirements for

investment trust status to be maintained. In the opinion of the

Directors and the Company Secretary, the Company met the

conditions and requirements for approval.

Market Information

The Company’s Shares are listed on the LSE. The NAV per

Share is published quarterly through a regulatory information

service.

Retail distribution of Investment Company

Shares via financial advisers and other

third-party promoters

As a result of FCA rules determining which investment products

can be promoted to retail investors, certain investment products

are classified as ‘non-mainstream pooled investment products’

and face restrictions on their promotion to retail investors.

TheCompany has concluded that the distribution of its Shares,

being Shares in an investment trust, is not restricted as a result

of the FCA rules described above. The Company currently

conducts its aairs so that the Shares issued by the Company

can be recommended by financial advisers to retail investors

and intends to continue to do so for the foreseeable future.

Articles of Association

Amendments to the Company’s Articles of Association require a

Special Resolution to be passed by Shareholders.

Board of Directors

The Board is responsible to Shareholders for the overall

management of the Company. The Board has adopted a

Schedule of Matters Reserved for the Board, which can be found

on the Company’s website. Through its Committees and the use

of service providers and external independent advisers, the

Board manages the risk and governance of the Company.

The Company’s conflict of interest policy and procedures (see

page 20) apply to the Board when the Directors are discharging

their duties. The decision-making process outlines the checks

and balances established by the Board.

The names and biographies of the Directors can be found at

pages 27 to 28.

Appointment and Replacement of

Directors

The rules concerning the appointment and replacement of

Directors are contained in the Company’s Articles of Association

which require that a Director shall be subject to election at the

first AGM after appointment and re-election at least every three

years thereafter. However, in accordance with the UK Code, the

Board has resolved that all Directors shall stand for annual

re-election at each AGM.

Investment Manager and Alternative

Investment Fund Manager

The Company has appointed Ecofin Advisors LLC (“Ecofin”) as

the Company’s Investment Manager and AIFM pursuant to the

Investment Management Agreement under which Ecofin is

responsible for overall portfolio management and compliance

with the Company’s investment policy, undertaking risk

management and providing other typical alternative investment

fund manager services.

Ecofin is a limited liability company registered with the SEC as

an investment adviser under the U.S. Investment Advisors Act.

Directors’ Report

22 | Ecofin U.S. Renewables Infrastructure Trust PLC

Governance

Up until 1 January 2025, in accordance with the Company’s

Investment Management Agreement, the Investment Manager

was entitled to a management fee as set out below:

• 1% per annum of NAV up to and equal to US$500 million;

• 0.9% per annum of NAV between US$500m and US$1 billion;

and

• 0.8% per annum of NAV in excess of US$1billion.

On 21 January 2025, the Board announced that they had

successfully re-negotiated the management fee the Company

pays to Ecofin under the Investment Management Agreement

dated 11 November 2020. The changes are aimed at better

aligning the interests of Ecofin with shareholders’ interests. In

respect of any quarter beginning 1 January 2025 onwards, the

fee will be determined by the lower of the Company’s market

capitalisation or NAV. In addition, management fees for Q3 2024

will be based on the NAV as adjusted downwards so as to take

into account the price realised for the sale of the DG Solar assets

as per the announcement to the London Stock Exchange.

Management fees for Q4 2024 remain unchanged.

As announced by the Company on 7 February 2025 the

Investment Manager has given notice of termination of the

Investment Management Agreement. The Investment Manager

will work with the Board towards an orderly transition during its

12months’ notice period.

Administrator and Company Secretary

Apex Listed Companies Services (UK) Limited, provides

company secretarial and administration services to the

Company pursuant to the Administration Agreement.

Registrar

Computershare Investor Services PLC acts as Registrar to the

Company pursuant to the Registrar Agreement.

Broker

Stifel Nicolaus Europe Limited acts as Broker to the Company.

Greenhouse Gas Emissions and

Streamlined Energy and Carbon Reporting

As the Company has outsourced its operations to third parties,

there are no significant GHG emissions to report in relation to

the operation of the Company. In relation to the Company’s

investments, the level of GHG emissions arising from the low

volume of electricity imports and from O&M activity is not

considered material for disclosure purposes. As described in the

Investment Manager’s Report, the Company’s investments are

renewable energy generators and therefore reduce CO₂

emissions on a net basis. As a low user (< 40,000 kWh), the

Company falls below the threshold to produce an energy and

carbon report.

Results and dividend

The net revenue return for the Year after expenses, interest and

taxation was US$1.2 million, equivalent to a return of 0.88 cents

per share. An interim dividend totaling 0.70 cents per share was

declared during the Year. The revenue reserve as at 31 December

2024 was nil (2023: US$1,000) and the Special distributable

reserve (which can also be used to pay dividends) was

US$121.3million (31 December 2023: US$121.3 million).

The Company made a capital loss after expenses, interest and

taxation of US$55.2 million (2023: US$10.6 million loss) equivalent

to a loss of 39.97 cents per share (2023: loss of 7.66 cents per

share) The total loss after expenses, interest and taxation was

$54.0 million (2023: $6.7 million loss) equivalent to a loss per

share of 39.09 cents (2023: loss per share of 4.87 cents per share).

Ecofin U.S. Renewables Infrastructure Trust PLC | 23

Governance

Notifiable Interests in the Company

As at 31 December 2024 and 23 April 2025 (the latest practicable date before publication of this Annual Report), so far as is known to the

Company, the following persons held, directly or indirectly, the percentage of the Company’s voting rights referred to below which are

notifiable holdings (over 3%) pursuant to the Disclosure Guidance and Transparency Rules (“DTR”):

Shareholder Name

Shareholding on date

of notification Notification Date

Percentage of

voting rights

Almitas Capital LLC 26,002,752 10 October 2024 18.84

Sustainable Investor Fund, LP 22,500,000 24 December 2020 16.30

Asset Value Investors Ltd 14,481,147 4 November 2024 10.49

Insight Investment Management (Global) Ltd 11,250,000 23 December 2020 8.15

Tortoiseecofin Borrower LLC 8,780,378 1 February 2024 6.36

Stichting Juridisch Eigendom Privium Sustainable Impact Fund 7,000,000 22 December2020 5.07

MIGO Opportunities Trust plc 6,91 7,198 23 October 2024 5.01

J. M. Finn & Co. 6,850,307 26 March 2024 4.96

Davis Investment Holdings LLC 6,000,000 23 December 2020 4.35

Finda SPV OY 4,410,434 5 November 2024 3.19

Total voting rights held as at notification date

Since year end the Company has been notified of the following:

Shareholder Name

Shareholding on date

of notification Notification Date

Percentage of

voting rights

Almitas Capital LLC 27,277,752 19 March 2025 19.76

Settlement of Share transactions

Share transactions in the Company are settled through the

CREST share settlement system.

Shareholder Engagement

The Board is mindful of the importance of engaging with the

Company’s Shareholders to gauge their views on topics

aecting the Company. Both the previous and current Chairs

met with certain Shareholders during the year and prior to the

General Meeting held on 14 January 2025.

Shareholders wishing to contact the Chair, or any other member

of the Board, may do so at any time by writing to the Company

Secretary.

The Company’s AGM will be held at 2:00 pm on 26 June 2025 at

the Company’s registered oice at 4th Floor, 140 Aldersgate,

London EC1A 4HY. Shareholders are encouraged to attend that

meeting. Shareholders are also encouraged to vote their

holdings electronically using the instructions contained in the

notes to the Notice of AGM. Proxy voting figures will be made

available shortly after the AGM on the Company’s website where

Shareholders can also find the Company’s quarterly factsheets,

dividend history and other relevant information.

Appointment of Auditor

The Company’s Auditor, BDO LLP, having expressed its

willingness to continue in oice as Auditor, will be put forward

for re-appointment at the Company’s AGM and the Audit

Committee will seek authority to determine its remuneration for

the forthcoming year.

Going concern

Following the General Meeting held on 14 January 2025 at which

Shareholders unanimously voted in favour of a change in the

Company’s Objective and Investment Policy in order to facilitate

a managed wind-down, the process for an orderly realisation of

the Company’s assets and a return of capital to Shareholders

has begun. The Company is therefore preparing its financial

statements on a basis other than going concern due to the

Company being in a managed wind-down.

The Directors will endeavour to realise all of the Company’s

investments in a manner that achieves a balance between

maximising the net value received from those investments and

making timely returns to Shareholders. Once the Managed

Wind-Down has been completed, the Directors intend to liquidate

the Company.

On 11 March 2025, the Company announced the completion of the

sale of the DG Solar assets, which resulted in the repayment of

the RCF, leaving cash resources of US$10 million. Total expenses

of the Company for the year ended 31 December 2024 were

24 | Ecofin U.S. Renewables Infrastructure Trust PLC

Governance

US$2.0 million. No new investments are to be made under the

new Investment Policy and therefore at the date of approval of

these Financial Statements the Company has significant

operating expenses cover.

The Directors are satisfied that the Company has adequate

resources to continue in operation throughout the winding down

period and to meet all its liabilities as they fall due. Therefore, the

Directors do not consider it to be appropriate to adopt the going

concern basis of accounting in preparing the financial

statements. On this basis, the Directors have prepared the

financial statements on a basis other than going concern. All of

the balance sheet items have been recognised on a realisation

basis, which is not materially dierent from the carrying amount.

No additional adjustments to accounting policies or the

valuation basis have arisen as a result of ceasing to apply the

going concern basis.

Viability statement

In accordance with the UK Code and the UK Listing Rules, the

Directors have also assessed the prospects of the Company over

a longer period than required by the going concern assessment.

Now that the Company has entered Managed Wind-Down, the

Board has appointed Marathon as financial adviser to assist in

the orderly wind-down in relation to a potential sale process for

the Company’s assets which would result in an expected return

of cash to Shareholders. There can be no certainty as to the

outcome of the sales process, nor whether any potential

transaction or transactions arising could be successfully

completed or the valuation at which it or they could be

completed.

The Board has assessed the viability of the Company over the

period to 31 December 2027 (the “Look-forward Period”). The

Board believes that the Look-forward Period, being

approximately three years, is an appropriate time horizon over

which to assess the viability of the Company, when considering

the potential outcomes of the sales process and the principal

risks outlined above. Both tranches of the Company’s Revolving

Credit Facility (“RCF”) were extended by 12 months during

October 2024 to October 2025. Following the sale of the DG

Solar assets announced on 11 March 2025, the Company’s RCF

was repaid, leaving US$10 million in cash. Based on this

assessment, the Directors have a reasonable expectation that

the Company will be able to continue to operate and to meet its

liabilities as they fall due should the Managed Wind-Down not

complete prior to the end of the Look-forward Period.

In considering the prospects of the Company, the Directors

looked at the key risks facing the Company focusing on the

likelihood and impact of each risk as well as any key contracts,

future events or timescales that may be assigned to each key

risk. The Directors are satisfied that the Company would

continue to remain viable under various scenarios, including

decreasing U.S. government regulated tax credits and a decline

in long-term power price forecasts. As a sector-focused

renewable energy investment company, the Company aims to

produce stable dividends while preserving the capital value of its

investment portfolio. The Directors believe that the Company is

well placed to manage its business risks successfully over both

the short and long-term and accordingly, the Board has a

reasonable expectation that the Company will be able to

continue in operation and to meet its liabilities as they fall due

should the Managed Wind-Down not complete prior to the end

of the Look-forward Period.

Borrowings as at 31 December 2024 represented in aggregate,

62.5% of the Company’s GAV (31 December 2023: 38.6%).

The Company’s available cash, income from investments and the

availability of the Company’s RCF should the need arise, provide

substantial cover for the Company’s operating expenses and any

other costs likely to be faced by the Company over the Look-

forward Period.

Auditor information

Each of the Directors at the date of the approval of this report

confirms that:

(i) so far as the Director is aware, there is no relevant audit

information of which the Company’s Auditor is unaware; and

(ii) the Director has taken all steps that he/she ought to have

taken as a Director to make himself/herself aware of any

relevant information and to establish that the Company’s

Auditor is aware of that information.

This confirmation is given and should be interpreted in

accordance with the provisions of Section 418 of the Act.

Annual General Meeting

Resolutions relating to the following items of special business

will be proposed at the forthcoming AGM to be held at 2:00 pm

on 26 June 2025 at the Company Secretary’s oices located at

4th Floor, 140 Aldersgate Street, London, EC1A 4HY.

Resolution 4 Dividend Policy

Shareholders will be asked to approve the Company’s policy

with respect to the payment of dividends. The Directors’ policy is

to pay dividends only as required to maintain investment trust

status unless the payment of dividends is assessed by the board

an an eicient way of returning capital to shareholders. The

dividends will be paid as interim dividends.

Ecofin U.S. Renewables Infrastructure Trust PLC | 25

Governance

Resolution 10 renewal of authority to

purchase own Shares

The Directors recommend that an authority to purchase up to

20,697,966 Shares (subject to the condition that not more than

14.99% of the Shares in issue, excluding treasury shares, at the

date of the AGM can be purchased) be granted and a resolution

to that eect will be put to the AGM. Any Shares purchased will

either be cancelled or, if the Directors so determine, held in

treasury.

The Act permits companies to hold shares acquired by way of

market purchase as treasury shares, rather than having to cancel

them. This provides the Company with the ability to re-issue

Shares quickly and cost eectively, thereby improving liquidity

and providing the Company with additional flexibility in the

management of its capital base. No Shares will be sold from

treasury at a price less than the (cum-income) NAV per existing

Share at the time of their sale unless they are first oered pro

rata to existing Shareholders. At the Year end the Company did

not hold any Shares in treasury.

Unless otherwise authorised by Shareholders, Shares will not be

issued at less than NAV and Shares held in treasury will not be

sold at less than NAV.

Resolution 11 Notice of general meetings

The Board believes that it is in the best interests of Shareholders

of the Company to have the ability to call meetings on 14 days’

clear notice on matters requiring urgent approval. The Board will

therefore propose resolution 11 at the AGM to approve a

reduction in the minimum notice period from 21 to 14 clear days

for all general meetings other than annual general meetings.

Once approval is granted, the approval would be eective until

the Company’s next AGM, when it is intended that a similar

resolution will be proposed. In accordance with the

Shareholders’ Rights Directive, the Company will oer

Shareholders the ability to vote by electronic means. This facility

will be accessible to all Shareholders, should the Board call a

general meeting at 14 clear days’ notice. Short notice will only be

used by the Board under appropriate circumstances.

Regulatory Disclosures – Information to be

disclosed in accordance with UK Listing

Rule (“LR”) 6.6.1

The UK Listing Rules require listed companies to report certain

information in a single identifiable section of their annual

financial reports. The Directors confirm that no disclosures are

required in relation to Listing Rule 6.6.1.

Subsequent events

Managed Wind down

On 14 January 2025, shareholders approved the Managed

Wind-Down of the Company.

Change in Investment Management Agreement

On 21 January 2025, the Company announced that they had

successfully renegotiated the management fee the Company

pays to Ecofin Advisers, LLC (“Ecofin”) under the Investment

Management Agreement dated 11 November 2020. The changes

are aimed at better aligning the interests of Ecofin with

shareholders’ interests. In respect of any quarter beginning 1

January 2025 onwards, the management fee will be determined

by the lower of the Company’s market capitalization or net asset

value.

Investment Manager Served Notice

As disclosed by the Company on 6 February 2025 the

Investment Manager has served notice of termination of the

Investment Management Agreement. The Investment Manager

will work with the Board towards an orderly transition during its

12 months’ notice period.

Sale of DG Solar Assets

On 11 March 2025, the Company announced the completion of

the sale of the Company’s DG Solar assets for approximately

US$33.5 million, US$22.9 million of that amount was used to

repay the Company’s RCF.

By order of the Board

For and on behalf of

Apex Listed Companies (UK) Limited

Company Secretary

24 April 2025

26 | Ecofin U.S. Renewables Infrastructure Trust PLC

Governance

Introduction

This Corporate Governance statement forms part of the

Directors’ Report.

The Board has considered the principles and provisions of the AIC

Code of Corporate Governance issued in February 2019 (the “AIC

Code”). The AIC Code addresses the principles and provisions set

out in the UK Code, as well as setting out additional provisions on

issues that are of specific relevance to the Company.

The Board considers that reporting against the AIC Code, which

has been endorsed by the FRC, provides more relevant

information to Shareholders.

The AIC Code is available on the AIC website (www.theaic.co.uk)

and the UK Code can be found on the FRC’s website

(www.frc.org.uk). The AIC Code includes an explanation of how

it adapts the principles and provisions set out in the UK Code to

make them relevant for investment companies.

Compliance

Throughout the Year, the Company complied with the

recommendations of the AIC Code except, as explained below,

where the Company does not believe it appropriate to comply.

The Board has decided not to nominate a Senior Independent

Director. Given the size and composition of the Board, it is not

felt necessary to appoint a Senior Independent Director.

The UK Code includes provisions relating to the role of a

company’s chief executive, executive Directors’ remuneration and

the need for an internal audit function. For reasons set out in the

AIC Code, the Board considers these provisions are not relevant

to the Company as it is an externally managed investment

company. In particular, all of the Company’s day-to-day

management and administrative functions are outsourced to third

parties. As a result, the Company has no executive Directors,

employees or internal operations. The Company has therefore not

reported further in respect of these provisions.

Board Composition

At the year end, the Board consisted of four non-executive

Directors including the Chair.

Since year end, the Chair, Patrick O’Donnell Bourke, resigned

from the Board. He was replaced as Chair by Brett Miller. At the

date of this report, the Board consists of three non-executive

Directors including the Chair.

The Board believes that during the Year its composition was

appropriate for an investment company of the Company’s nature

and size. All the Directors are independent of the Investment

Manager and are able to allocate suicient time to the Company

to discharge their responsibilities eectively. The Chair as at the

date of this report, Brett Miller, was considered independent on

Corporate Governance Statement

appointment. Since his appointment he has received additional

consultancy fees to compensate him for the additional time he

has spent in facilitating the sale of the Company’s assets, liaising

with shareholders and researching and liaising with others on a

change in the Investment Manager. The independent Board

members believe that the Chair continues to act in the best

interest of the Company however, he is no longer considered

independent. The majority of the Board remain independent as

required by the AIC Code.

The Directors have a broad range of relevant experience to meet

the Company’s requirements and their biographies are shown

below.

In line with the AIC Code, the Board has decided that each

Director should be subject to annual re-election by

Shareholders, although this is not required by the Company’s

Articles of Association.

The Board recommends that all the Directors should be

re-elected for the reasons highlighted below (Directors’

Experience and Contribution).

The Directors have appointment letters which provide for an initial

term of three years. Copies of the Directors’ appointment letters

are available on request from the Company Secretary. Upon

joining the Board, any new director will receive an induction and

relevant training is available to Directors on an ongoing basis.

A procedure has been adopted for Directors, in the furtherance

of their duties, to take independent professional advice at the

expense of the Company.

Directors’ Indemnity

Directors’ and Oicers’ liability insurance cover is in place in

respect of the Directors. The Company’s Articles of Association

provide for, subject to the provisions of UK legislation, an

indemnity for Directors in respect of costs which they may incur

relating to the defence of any proceedings brought against them

arising out of their positions as Directors, in which they are

acquitted or judgement is given in their favour by the Court.

Except for such indemnity provisions in the Company’s Articles

of Association and in the Directors’ letters of appointment, there

are no qualifying third-party indemnity provisions in place.

Directors’ Experience and Contribution

Brett Miller (Chairman of the Board and Chair of the

Management Engagement Committee)

Mr. Brett Miller has wide-ranging investment trust experience,

particularly in the restructuring and managed run-o of a

number of listed closed end funds across a range of asset

classes, delivering value to shareholders.

He is currently a director of the following listed companies:

Manchester and London Investment Trust Plc and Achilles

Ecofin U.S. Renewables Infrastructure Trust PLC | 27

Governance

Investment Company Limited. He has been involved (as executive

and non-executive director) in the management of numerous LSE

and AIM listed closed end funds across a wide range of asset

classes.

David Fletcher (Audit Committee Chair)

Mr. David Fletcher was most recently Group Finance Director of

Stonehage Fleming Family & Partners, a leading independently

owned multi-family oice, having joined in 2002.

Prior to that, he spent 20 years in investment banking with

JPMorgan Chase, Robert Fleming & Co. and Baring Brothers &

Co Limited, latterly focused on financial services in the UK (asset

management and life insurance). He started his career with Price

Waterhouse and is a chartered accountant. He is the Chair of JP

Morgan Claverhouse Investment Trust plc. In addition, he is an

independent non-executive director of Aquila Energy Eiciency

Trust plc, where he is the Chair of the Audit & Risk Committee.

David is a graduate of Oxford University.

Tammy Richards (Risk Committee Chair)

Ms. Tammy Richards is an experienced risk management

professional with expertise in structured finance and a history of

leadership in a global financial services business. She spent over

30 years at GE Capital in the risk management function, with

more than 10 years in the energy sector.

While at GE Capital, Tammy held an array of risk leadership roles

both in the U.S. and in Europe serving as the European risk leader

for both structured finance and capital markets business units.

She served as the deputy chief credit oicer of the energy finance

unit, a global US$15 billion business focused on complex debt and

equity investments in the energy sector. She also held various

roles in the GE Capital headquarters unit providing risk oversight

of the aviation leasing and energy financial services units.

Tammy holds a B.S. degree in Economics from Cornell University

and an M.B.A from the Amos Tuck School at Dartmouth College

Meeting Attendance

In addition to the meetings recorded in the below table, a

number of ad hoc Board and Committee meetings were held

during the Year to deal with administrative matters and the

formal approval of documents, investment proposals and to

consider the valuation of the Company’s investment portfolio

which were considered time critical.

Board Committees

The Board decides upon the membership and chairmanship of

its committees. All Directors are members of each Committee.

Each Committee has adopted formal terms of reference, which are

reviewed at least annually, and copies of these are available on the

Company’s website or on request from the Company Secretary.

Due to the small size of the Board, the Board decided to fulfil the

responsibilities typically undertaken by a Nomination Committee

and a Remuneration Committee.

Regular Scheduled

Board Meetings Audit Committee Risk Committee

Management

Engaged

Committee

Brett Miller

2/7 3/7 1/2 -

David Fletcher 7/7 7/7 2/2 -

Tammy Richards 5/7 4/7 1/2 -

Patrick O’Donnell Bourke

7/7 7/7 2/2 -

Louisa Vincent

7/7 5/7 2/2 -

There were a number of additional ad hoc meetings to consider the Company’s Strategic Review, Managed Wind-Down and the sale of the Company’s DG solar assets, amongst other matters.

The Management Engagement Committee met twice during 2023 and has met during 2025

Brett Miller was appointed to the Board on 11 July 2024 and appointed Chair on 14 January 2025

Patrick O’Donnell Bourke resigned from the Board on 14 January 2025

Louisa Vincent resigned from the Board on 31 October 2024

Audit Committee

The Board has established an audit committee (the “Audit

Committee”). The chair of the Audit Committee is David Fletcher.

A report on pages 35 to 37 provides details of the role and

composition of the Audit Committee together with a description

of the work carried out in discharging its responsibilities. In

accordance with the AIC Code, the Chair of the Board is a

member of the Audit Committee. The Board decided that this

was appropriate due to its small size (three directors).

28 | Ecofin U.S. Renewables Infrastructure Trust PLC

Governance

Risk Committee

The Board has established a Risk Committee (the “Risk

Committee”). The chair of the Risk Committee is Tammy

Richards. A report on page 38 provides details of the role and

composition of the Committee together with a description of its

work in discharging its responsibilities.

Management Engagement Committee

The Board has established a Management Engagement

Committee (the “MEC”). The chair of the MEC is Brett Miller. A

report on page 39 provides details of the role and composition of

the MEC together with a description of its work in discharging its

responsibilities.

Decision Making

Matters reserved for the Board, together with the terms of

reference of its Committees, can be found on the Company’s

website. Decision making on investments is delegated to the

Investment Manager.

Division of Responsibilities

The following sets out the division of responsibilities between

the Chair, the Board and a Committee chair.

Role of the Chair includes:

• Leadership of the Board;

• Ensuring the Board is provided with suicient information in

order to ensure it is able to discharge its duties;

• Ensuring each Board member’s views are considered;

• Ensuring that each Committee has the support required to

fulfil its duties;

• Engaging the Board in assessing and improving its

performance;

• Overseeing the induction and development of Directors;

Supporting the AIFM, Investment Manager and other service

providers;

• Seeking regular engagement with major Shareholders in order

to understand their views on governance and performance

against the Company’s investment objective and investment

policy;

• Ensuring that the Board as a whole has a clear understanding

of the views of Shareholders; and

• Ensuring regular engagement with each service provider and

keeping up to date with key developments.

Role of the Board includes:

• Reviewing Board papers ahead of each meeting;

• Providing appropriate opinion, advice and guidance to the

Chair and fellow Board members;

• Appointment and removal of the Company Secretary;

• Supporting the Board, Chair and service providers in fulfilling

their roles; and

• Providing appropriate support at the AGM.

Role of Committee Chair includes:

• Ensuring appropriate papers are considered at the meeting;

• Ensuring committee members’ views and opinions are

appropriately considered;

• Seeking engagement with Shareholders on significant matters

related to his or her areas of responsibility;

• Maintaining relationships with advisers;

• Considering obtaining independent professional advice where

deemed appropriate.

Directors’ Independence

The Board consists of three non-executive Directors, each of

whom is independent of the Investment Manager. No member of

the Board is a Director of another investment company managed

by the Investment Manager, nor has any Board member been an

employee of the Company, Investment Manager or any of its

service providers. The Chair was considered independent on

appointment. Since his appointment he has received additional

consultancy fees to compensate him for the additional time he

has spent in facilitating the sale of the Company’s assets, liaising

with shareholders and researching and liaising with others on a

change in the Investment Manager. The independent Board

members believe that the Chair continues to act in the best

interest of the Company however, he is no longer considered

independent. The majority of the Board remain independent as

required by the AIC Code.

Board Diversity

The Board is committed achieving the best outcome for

shareholders during the Managed Wind-Down process and also

aims to build long term relationships with stakeholders. The

Board recognises the value of diversity, including gender and

ethnic diversity, and remains committed to ensuring that the

Company’s Directors bring a wide range of skills, knowledge,

experience, backgrounds and perspectives. One of the Directors

is a U.S. citizen and is based in the U.S. The appointment of a

new Director will always be made based on a candidate’s merits

and the skills/experience identified by the Board as being

desirable to complement those of the existing Directors.

The Board is satisfied that its current composition comprises an

appropriate balance of skills, perspectives and experience, but is

Ecofin U.S. Renewables Infrastructure Trust PLC | 29

Governance

cognisant of the lack of ethnic diversity and is mindful of the AIC

Code alongside the Hampton-Alexander and Parker Reviews.

Summaries of the biographical details of the Directors are set

out on pages 27 to 28.

As the Company has entered Managed Wind-Down the Board

does not currently have plans to recruit an additional director in

the next accounting period.

The Board has considered the targets set out in the UK Listing

Rules and has resolved that the Company’s Year end date is the

most appropriate date for disclosure purposes.

As an externally managed investment company, the Board

employs no executive sta, and therefore does not have a chief

executive oicer or a chief financial oicer, both of which are

deemed senior board positions by the FCA, nor does the Board

have a Senior Independent Director. Given the size of the Board

and the fact that all directors are non-executive, the Board

considers all board positions, including all of the Chairs of the

permanent Committees of the Board, to be senior and the

following disclosure is made on this basis. The information has

been provided by each Director directly and there have been no

changes since 31 December 2024 , other than the resignation of

Patrick O’Donnell Bourke on 14 January 2025.

Board as at 31 December 2024

Number of Board

Members

Percentage of the

Board

Number of senior

positions on the

Board

Men 3 75% 2

Women 1 25% 1

Number of Board

Members

Percentage of the

Board

Number of senior

positions on the

Board

White British or Other White (including minority-white groups) 4 100% 3

Minority ethnic background

- - -

Based on classification per UK Listing Rule 6.6.6R(9)(a)

Statement

The Board’s composition currently does not meet two of the

FCA’s new targets, namely that one individual on the Board

should be from a minority ethnic background and it should have

at least 40% female representation. Given the Company is now

in Managed Wind-Down the Board does not feel it would be in

shareholders best interest to seek to address the FCA’s targets.

Tenure Policy

The Board recognises the benefits to the Company of having

longer serving Directors together with progressive refreshment

of the Board. The Board does not believe that length of service in

itself necessarily disqualifies a director from seeking

reappointment. The Board considered succession planning,

however they believe it may be diicult to recruit additional

Board members, given the likely short life of the Company now

that it is in Managed Wind-Down.

Patrick O’Donnell Bourke resigned as Chair and a Director on 14

January 2025. In accordance with the Company’s Articles of

Association, at each Annual General Meeting, every current

Director shall retire from oice and oer themselves for

re-election. Resolutions for the re-election of each Director will

be proposed as ordinary resolutions at the Annual General

Meeting and subject to the above, of the Company to be held on

26 June 2025.

Board and Committee Evaluation

A formal annual Board evaluation process is performed on the

Board, the Committees, the individual Directors and the

Company’s main service providers. The performance appraisal

was overseen by the Company Secretary in respect of the

current financial year. A programme consisting of open and

closed ended questions was used as the basis for the appraisal.

The results were discussed with the Directors. A separate

appraisal of the Chairman was carried out. The results of the

performance evaluation were positive and demonstrated that

the Directors showed the necessary commitment for the

eective fulfilment of their duties.

30 | Ecofin U.S. Renewables Infrastructure Trust PLC

Governance

Share Capital

As at 31 December 2024 the Company’s issued share capital

comprised 138,078,496 Shares (31 December 2023: 138,078,496

Shares).

Voting rights

Each Share held entitles the holder to one vote. All Shares carry

equal voting rights and there are no restrictions on those voting

rights. Voting deadlines are stated in the Notice of Meeting and

Form of Proxy and are in accordance with the Act.

Restrictions

There are no restrictions on the transfer of Shares, nor are there

any limitations or special rights associated with regard to control

attached to the Shares. There are no agreements between

holders regarding their transfer known to the Company, no

restrictions on the distribution of dividends and the repayment of

capital, and no agreements to which the Company is a party that

might aect its control following a successful takeover bid.

Power to Issue Shares

At the last AGM held on 13 June 2024, the Board was granted

authority to issue up to a total maximum of 13,807,849 Shares

without pre-emption rights. This authority will expire at the 2025

AGM. As the Company is now in Managed Wind-Down, the

Board does not intend to seek to renew this authority.

Internal control

The current regime of the AIC Code requires the Board to review

the eectiveness of the Company’s system of internal controls.

The Board recognises its ultimate responsibility for the

Company’s system of internal controls and for monitoring its

eectiveness. The system of internal controls is designed to

manage rather than eliminate the risk of failure to achieve

business objectives. It can provide only reasonable assurance

against material misstatement or loss. The Board, through the

Audit Committee, regularly reviews the eectiveness of internal

controls to identify, evaluate and manage the Company’s

significant risks. If any significant failings or weaknesses are

identified, the Board, and where required the Investment

Manager, ensure that necessary remedial action is taken. The

Board, through the Risk Committee, has undertaken a

comprehensive review of the Company’s risk management

framework and controls. The Board believes that the existing

arrangements, set out below, represent an appropriate

framework to meet the internal control requirements. The

Directors review the eectiveness of the internal control system

throughout the Year.

Financial aspects of internal control

These are detailed in the Report of the Audit Committee on

pages 35 to 37.

Other aspects of internal control

The Board holds at least six regular meetings each year, plus

additional meetings as required. Between these meetings there

is regular contact with the AIFM, Investment Manager and the

Company Secretary and Administrator.

The Administrator, Apex Listed Companies Services (UK)

Limited, reports separately in writing to the Board concerning

risks and internal control matters within its remit, including

internal financial control procedures and company secretarial

matters. Additional ad hoc reports are received as required and

Directors have access at all times to the advice and services of

the Company Secretary, which is responsible to the Board for

ensuring that Board procedures are followed, and that applicable

rules and regulations are complied with. Contact with the

Investment Manager, the AIFM and the Administrator enables

the Board to monitor the Company’s progress towards its

objectives and encompasses an analysis of the risks involved.

The eectiveness of the Company’s risk management and

internal controls systems is monitored regularly and a formal

review, utilising a detailed risk assessment programme, takes

place at least annually. This includes review of internal control

reports from the Administrator, the AIFM and the Registrar.

Principal risks

The Directors confirm that they have carried out a robust

assessment of the principal risks facing the Company, including

those that would threaten its business model, future

performance, solvency, or liquidity. The principal risks and how

they are being managed are set out in the Strategic Report on

pages 1 to 21.

Ecofin U.S. Renewables Infrastructure Trust PLC | 31

Governance

Introduction

I am pleased to present the Remuneration Report for the Year.

The Board is responsible for (i) agreeing the policy for the

remuneration of the Directors and reviewing any proposed

changes to the policy; (ii) reviewing and considering any ad hoc

payment to the Directors in relation to duties undertaken over

and above normal business; and (iii) if required, appointing

independent professional remuneration advisers.

Annual Chair’s Statement

The Remuneration Report for the Year has been prepared in

accordance with sections 420-422 of the Act. Company law

requires the Company’s Auditor to audit certain sections of the

Remuneration Report; where this is the case, the relevant

section has been indicated as such.

Directors’ Remuneration

During the financial year under review, each of the Directors is

entitled to receive a fee from the Company at such rate as may

be determined in accordance with the Articles there has been

no change in Directors’ remuneration in the period since the

Company’s IPO in December 2020.

With eect from 14 January 2025 the Board agreed to increase

their annual fees to reflect the decrease in the number of

Directors and the consequential increase in work and

responsibilities as follows:

Each Director is entitled to a fee payable by the Company at the

rate of £45,000 per annum. The Chair of the Board (also Chair of

the Management Engagement Committee) receives an

additional £10,000 per annum. The Chair of the Audit Committee

and the Chair of the Risk Committee each receive an additional

£10,000 per annum. Brett Miller receives an additional £12,500

per month consultancy fees to compensate him for the

additional time he has spent in facilitating the sale of the

Company’s assets, liaising with shareholders and researching

and liaising with others on a change in the Investment Manager.

AGM approval of the Remuneration Policy

and Remuneration Implementation Report

The Company’s Remuneration Policy was put forward for

approval by Shareholders at the Company’s first AGM on

22June 2022 and will be put forward at this year’s AGM. In

accordance with the requirements of Schedule 8 of the Large

and Medium-sized Companies and Groups (Accounts and

Reports) Regulations 2008, as amended (the “Regulations”), the

Remuneration Policy is required to be put to Shareholders for

approval every three years, unless a material variation to the

Remuneration Policy is proposed and in which case Shareholder

approval will be sought to amend the policy.

The Directors’ Remuneration Policy was last put forward at the

AGM held on 22 June 2022. The resolution was passed with

99.99% of the Shares voted (representing 83,415,514 Shares)

being in favour, against 0.01% (representing 11,158 Shares) and

votes withheld 15,064.

At the AGM held on 13 June 2024, the resolution to approve the

Remuneration Report (excluding the Directors’ Remuneration

Policy) contained in the Annual Report for the year ended

31December 2023 was put forward. The resolution was passed

with 92.93% of the Shares voted (representing 94,395,468

Shares) being in favour of the resolution, 7.07% against

(representing 7,181,121 Shares) and 13,472 votes withheld.

Remuneration Consultants

Remuneration consultants were not engaged by the Company

during the Year under review and/or in respect of the

Remuneration Report.

Loss of Office

There are no agreements in place to compensate the Board for

loss of oice.

Remuneration Policy

All the Directors are non-executive and the Company has no

other employees. The components of the remuneration package

for non-executive Directors, which are contained in the

Remuneration Policy, are as detailed below:

Component Director Purpose of interest Operation

Annual fee Chair of the Board For services as Chair of a PLC Determined by the Board

Annual fee Other directors

For services as non-executive director

of a PLC

Determined by the Board

Additional fee Chair of committee

For additional responsibility and time

commitment

Determined by the Board

Expenses All directors

Reimbursement of expenses incurred

in the performance of duties

Submission of appropriate supporting

documentation

Directors’ Remuneration Report

32 | Ecofin U.S. Renewables Infrastructure Trust PLC

Governance

Directors’ fees in aggregate cannot exceed GBP 400,000 per

annum, unless Shareholders approve via an Ordinary resolution

at a general meeting such other sum.

Current and future policy

The Board voted not to change the Remuneration Policy.

Directors’ service contracts

The Directors do not have service contracts with the Company.

The Directors have appointment letters which provide for an

initial term of three years. In accordance with the AIC Code,

each Director will seek annual re-election.

Fees payable on recruitment

The Board does not pay any incentive fees to any person to

encourage him or her to become a director of the Company. The

Board may, however, pay fees to external agencies to assist the

Board in the search and selection of Directors. No such external

agency has been engaged since the Company’s IPO.

Effective date

The Company’s Remuneration Policy was put forward for

approval by Shareholders at the Company’s first AGM on

22June 2022 and will be put forward at the Company’s AGM to

be held in 2025. The Remuneration Policy will become eective

from the date of the forthcoming AGM.

Remuneration Implementation Report (Audited)

The table below provides a single figure for the total remuneration of each Director for the last four financial years.

Date of

appointment

to the Board

Percentage

change

2023 to 2024

Percentage

change

2022 to

2023

Percentage

change

2021 to

2022*

Fees for the

year ended

31 December

2024

Fees for the

year ended

31 December

2023

Fees for the

year ended

31 December

2022

Fees for the

year ended

31 December

2021

Brett Miller

11 July 2024 n/a n/a n/a 18,975

n/a n/a n/a

Patrick O’Donnell Bourke 22 October 2020 Nil Nil Nil 50,000 50,000 50,000 50,000

David Fletcher 22 October 2020 Nil Nil Nil 46,000 46,000 46,000 46,000

Tammy Richards 22 October 2020 Nil Nil Nil 46,000 46,000 46,000 46,000

Louisa Vincent

22 October 2020 Nil Nil Nil 38,333 46,000 46,000 46,000

Total 199,308 188,000 188,000 188,000

Brett Miller was appointed to the Board on 11 July 2024 and appointed Chair on 14 January 2025

Louisa Vincent resigned from the Board on 31 October 2024

Excluding consultancy fees of £58,065

Directors receive fixed fees and do not receive bonuses or other

performance-related remuneration, share options, pension

contributions or other benefits apart from the reimbursement of

allowable expenses. Since 12 August 2024, Mr Miller has

received additional consultancy fees of £12,500 per month to

compensate him for the time he has spent expediting and

negotiating the sale of the Company’s assets, liaising with

shareholders and researching and liaising with others on a

change in the Investment Manager.

No Director has waived or agreed to waive any emoluments

from the Company or any subsidiary undertaking.

Directors’ indemnities

Subject to the provisions of the Act, the Company has agreed to

indemnify each Director against all liabilities which any Director

may suer or incur arising out of or in connection with any claim

made or proceedings taken against him or her, or any application

made by him or her, on the grounds of his or her negligence,

default, breach of duty or breach of trust in relation to the

Company or any Associated Company.

Performance

The following chart shows the performance of the Company’s

NAV and share price (total return) in the period since IPO,

assuming US$1 was invested at the point the Company was

listed. The Company does not have a specific benchmark but

has deemed the FTSE All Share index to be the most

appropriate comparator for its performance.

Relative importance of spend on pay

The following table sets out the total level of Directors’

remuneration compared to the distributions to Shareholders by

Ecofin U.S. Renewables Infrastructure Trust PLC | 33

Governance

22/12/2020

31/12/2020

31/03/2021

30/06/2021

30/09/2021

31/03/2022

31/12/2021

30/06/2022

30/09/2022

31/12/2022

31/03/2023

30/06/2023

30/09/2023

31/12/2023

31/03/2024

30/06/2024

30/09/2024

31/12/2024

Total Return (%)

NAV Return Share Price (including dividends reinvested) FTSE ALL SHARE

-80

-60

-40

-20

way of dividends and share buybacks, the Investment Manager’s

fees and operating expenses incurred by the Company.

Year ended

31 December 2024

$’000

Year ended

31 December 2023

$’000

Directors’ fees 239 235

Investment Manager’s fees 879 1,246

Dividends paid 966 5,800

Other operating expenses 1,148 1,184

The disclosure of the information in the table above is required

under the Regulations except for the Investment Manager’s fees

and operating expenses which have been included to show the

total expenses of the Company.

Directors’ holdings (Unaudited)

As at 31 December 2024 and at the date of this report, the

Directors had the following shareholdings in the Company.

There is no requirement for Directors to hold Shares in the

Company. All holdings were beneficially owned.

As at

24 April

2024

As at

31 December

2024

As at

31 December

2023

Brett Miller

nil nil n/a

Patrick O’Donnell Bourke

n/a 104,436 104,436

David Fletcher 64,553 64,553 62,894

Tammy Richards 25,000 25,000 25,000

Louisa Vincent

n/a n/a 36,076

Brett Miller was appointed to the Board on 11 July 2024

Patrick O’Donnell Bourke resigned from the Board on 14 January 2025

Louisa Vincent resigned from the Board on 31 October 2024

Shareholders views

The Board is not currently aware of any views from Shareholders

on the Company’s Remuneration Policy.

Statement

On behalf of the Board and in accordance with Part 2 of

Schedule 8 of the Regulations, I confirm that the above

Remuneration Report summarises, as applicable, for the year:

a) The major decisions on Directors’ remuneration;

b) Any substantial changes relating to Directors’ remuneration

made; and

c) The context in which the changes occurred and decisions

were taken.

Brett Miller

Chair of the Board

24 April 2025

34 | Ecofin U.S. Renewables Infrastructure Trust PLC

Governance

Introduction

I am pleased to present the Audit Committee (the “Committee”)

report for the Year.

Role

The role of the Committee is to ensure that Shareholder interests

are properly protected in relation to the application of financial

reporting and internal control principles and to assess the

eectiveness of the audit. The Committee’s role and

responsibilities are set out in full in its terms of reference which

are available on request from the Company Secretary and can

be found on the Company’s website (https://rnewfund.com/).

Asummary of the Committee’s main responsibilities and how it

has fulfilled them is set out below.

Composition

The Committee comprises all the Directors whose biographies

are set out on pages 27 to 28. David Fletcher chairs the

Committee and has recent accounting and financial experience.

The Committee, as a whole, has experience relevant to the

renewable energy and investment trust industries. In accordance

with the AIC Code, the Chair of the Board is a member of the

Committee. A separate Risk Committee was established and its

report can be found on page 38.

Main Activities of the Committee

The Committee met formally seven times during the Year and

twice following the Year end. BDO LLP, the external Auditor,

attended two meetings during the Year and one following the

Year-end.

The matters considered, monitored and reviewed by the

Committee during the course of the Year included the following:

• a detailed analysis of the Company’s quarterly NAVs,

factsheets and underlying assumptions used in calculating

the FMV of each renewable energy asset;

• monitored the integrity of the financial statements of the

Company, including its annual and half-yearly reports, and

any other formal announcements relating to its financial

performance, and reviewed and reported to the Board

on significant financial reporting issues and judgements

contained within them;

• reviewed the Company’s internal financial controls and

internal control and risk management systems;

• considered the ongoing assessment of the Company other

than as a going concern;

• considered the appointment, independence, objectivity and

remuneration of the Auditor;

• reviewed the audit plan and scope; and

• considered the financial and other implications for the

independence of the Auditor arising from the provision of

non-audit services.

Internal Audit

The Committee has considered the need for an internal audit

function and considers that this is not appropriate given the

nature, size and circumstances of the Company as an externally

managed investment company with external service providers.

The Committee keeps the need for an internal audit function

under periodic review.

Financial aspects of internal control

The Directors are responsible for the internal financial control

systems of the Company and for reviewing their eectiveness.

The aim of the internal financial control systems is to ensure the

maintenance of proper accounting records, the reliability of the

financial information upon which business decisions are made

and which is used for publication, and that the assets of the

Company are safeguarded.

The Board has contractually delegated to external providers the

services the Company requires, but is kept informed of the

internal control framework established by each relevant service

provider, each of which in turn provides reasonable assurance

on the eectiveness of internal financial controls.

The Statement of Directors’ Responsibilities in respect of the

financial statements is on page 40 and Going Concern

statement is on pages 24 to 25.

The Report of the Auditor is on pages 41 to 46.

Financial statements and significant

accounting matters

The Committee reviewed the financial statements and

considered the following significant accounting issues in relation

to the Company’s financial statements for the Year.

Valuation and existence of investments

The Company’s accounting policy is to designate investments at

fair value through profit or loss. Therefore, the most significant

risk in the Company’s financial statements is whether its

investments are fairly valued due to the uncertainty involved in

determining investment valuations. The Committee reviewed the

procedures in place for ensuring the accurate valuation and

existence of investments and approved the valuation of the

Company’s investments and their existence at the Year end with

the Investment Manager, the AIFM and other service providers.

The Board has approved a Valuation Policy which sets out the

valuation process. The process includes a valuation by the

Report of the Audit Committee

Ecofin U.S. Renewables Infrastructure Trust PLC | 35

Governance

Investment Manager using FMVs of the investments in RNEW’s

portfolio on a quarterly basis.

Valuations are carried out at 30 June and 31 December by an

independent valuation firm. The valuation principles used to

calculate the fair value of the assets are based on International

Private Equity and Venture Capital Valuation Guidelines.

Fair value for each investment is derived from the present value

of the investment’s expected future cash flows, using reasonable

assumptions and forecasts for revenues and operating costs,

and an appropriate discount rate. The Investment Manager has

confirmed that the information provided to the Independent

Valuer for their valuation is materially complete, fair in the

manner of its portrayal and therefore forms a reliable basis for

the valuation.

During the Year the Company changed its valuer to Kroll, LLC

(“Kroll”). In doing so the Board was cognisant that Kroll were

carrying out independent valuations for other assets managed

by the Investment Manager and the Board decided that it was

appropriate to change Independent Valuer.

The Audit Committee has satisfied itself that the key estimates

and assumptions used in the valuation are appropriate and that

the investments have been fairly valued. The key estimates and

assumptions of the income approach element of the blended

50:50 valuation include discount rates, annual energy

production, curtailment, merchant power prices, useful life of the

assets, and various operating expenses and associated annual

escalation rates often tied to inflation, including O&M, asset

management, balance of plant, land leases, insurance, property

and other taxes and decommissioning bonds among other

items. The valuation of the Company’s portfolio was carried out

by its Independent Valuer, Kroll, other than the DG solar assets

which were valued at the sales price. Fair value of the

Company’s remaining assets (Beacon 2 and 5 and Whirlwind) is

derived using a combined income approach (DCF methodology)

and market approach based on recent bid prices from third

parties. A 50% weighting has been applied to both approaches

when concluding on fair value.

Recognition of income

There is a risk that income may not be accounted for in the

correct accounting period. The Committee reviewed the

Administrator’s procedures for recognition of income and

reviewed the treatment of income receivable in the Year.

Tax status

The Company may suer tax on gains on the realisation of

investments if investment trust status is not maintained. The

Committee reviewed the compliance of the Company during the

Year with the eligibility conditions in order for investment trust

status to be maintained.

Going concern assessment

The Committee reviewed the Company’s going concern

assessment and concluded that it is appropriate to adopt a

basis other than going concern in preparing the financial

statements due to the Company being in Managed Wind-Down,

as described in the Directors’ Report on pages 22 to 26.

Calculation of the Investment Manager’s

fees

The Committee reviewed the Investment Manager’s fees and

concluded that they have been correctly calculated. Details of

the fees can be found in note 6 to the financial statements.

Conclusion with respect to the Annual

Report

The production and audit of the Company’s Annual Report is a

comprehensive process requiring input from dierent

contributors. To reach the conclusion that the Annual Report

when taken as a whole is fair, balanced and understandable, the

Board has requested that the Committee advise on whether it

considers these criteria were satisfied. In so doing, the

Committee has considered the following:

• the comprehensive control framework around the production

of the Annual Report;

• the extensive levels of review undertaken in the production

process by the Investment Manager and the Committee;

• the internal control environment as operated by the

Investment Manager and other service providers including

any checks and balances within those systems; and

• the unqualified audit report from the Auditor confirming its

work based on substantive testing of the financial statements.

As a result of the work performed, the Committee has concluded

that the Annual Report for the Year, taken as a whole, is fair,

balanced and understandable and provides the information

necessary for Shareholders to assess the Company’s

performance, business model and strategy, and it has reported

on these findings and provided such conclusion to the Board.

Internal controls

The Committee also considered the internal control reports of

the Investment Manager, Administrator and Registrar. The

Committee reviewed these reports and concluded that there

were no significant control weaknesses or other issues that

needed to be brought to the Board’s attention.

Audit Arrangements

BDO LLP (“BDO”) was selected as the Company’s Auditor at the

time of the Company’s IPO following a competitive process and

36 | Ecofin U.S. Renewables Infrastructure Trust PLC

Governance

review of the Auditor’s credentials. The Auditor was formally

engaged in November 2021. This is the third year for Elizabeth

Hooper, the current audit partner. The appointment of the

Auditor is reviewed annually by the Committee and the Board

and is subject to approval by Shareholders. In accordance with

the FRC’s guidance, the audit will be put out to tender within ten

years of the initial appointment of BDO. Additionally, the audit

partner must be rotated every five years and is next required to

rotate at the latest in 2027.

The audit plan was presented to the Committee at its November

2024 meeting, ahead of the commencement of the Company’s

Year-end audit. The audit plan set out the audit process including

materiality, scope, significant risk and planned audit approach.

Auditors’ Independence

The Committee considered the independence of the Auditor and

the objectivity of the audit process and is satisfied that BDO has

fulfilled its obligations to Shareholders and as independent

Auditor to the Company for the Year. After due consideration, the

Committee recommends the re-appointment of BDO and the

re-appointment will be put forward to the Company’s

Shareholders at the AGM.

The Committee is satisfied that there are no issues in respect of

the independence of the Auditor.

Effectiveness of independent audit

The Committee is responsible for reviewing the eectiveness of

the external audit process. The Committee received a

presentation of the audit plan from the Auditor prior to the

commencement of the audit and a presentation of the results of

the audit following completion of the main audit testing.

Additionally, the Committee received feedback from the

Company Secretary, Administrator and Investment Manager

regarding the eectiveness of the external audit process.

Following the above review, the Committee has agreed that the

appointment of the Auditor should be recommended to the

Board and the Shareholders of the Company.

Provision of non-audit services

The Audit Committee has reviewed the FRC’s Revised Ethical

Standard 2019 Guidance on Audit Committees and has

formulated a policy on the provision of non-audit services by the

Company’s Auditor. The Audit Committee has determined that

the Company’s Auditor will not be considered for the provision of

any services not on the permitted services list per the Revised

Ethical Standards 2019 issued by the FRC. The Auditor may, if

required, provide other non-audit services however, and this will

be judged on a case-by-case basis.

The Auditor did not provide non-audit services during the Year.

Committee Evaluation

The Committee’s activities were considered as part of the annual

performance evaluation which was completed during the Year.

Further details can be found on page 30. The evaluation process

concluded that the Committee was operating eectively and had

the appropriate balance of skills and experience.

David Fletcher

Audit Committee Chair

24 April 2025

Ecofin U.S. Renewables Infrastructure Trust PLC | 37

Governance

Introduction

I am pleased to present the Risk Committee (the “Committee”)

report for the Year. The Company’s approach to risk and risk

management together with detail on the principal risks that face

the Company is explained within the risk management section of

this Annual Report.

Role

The main purpose of the Committee is to assist the Board in its

oversight of risk, with a focus on compliance, operational and

market risks.

The Committee’s role and responsibilities are set out in full in its

terms of reference which are available on request from the

Company Secretary and can be found on the Company’s

website (https://rnewfund.com/). A summary of the Committee’s

main responsibilities and how it fulfilled them is set out below.

Composition

The Committee comprises all the Directors. Details of members’

experience, qualifications and attendance at Committee

meetings during the Year are shown within the Directors’ and

Corporate Governance Reports. Tammy Richards chairs the

Committee and has recent and relevant experience.

Main Activities of the Committee

The Committee met formally twice during the Year and once

following the Year-end.

The matters considered, monitored and reviewed by the

Committee during the course of the Year included the following:

(a) advised the Board on the Company’s overall risk appetite,

tolerance and strategy, taking account of the current and

prospective macroeconomic and financial environment;

(b) reviewed the Company’s risk matrix to oversee and advise the

Board on the current and emerging risk exposures of the

Company and future risk strategy;

faced by the Company;

(d) reviewed the Company’s capability to identify and manage

new risk types in conjunction with the Audit Committee;

(e) reviewed reports on compliance with the Company’s

investment restrictions and guidelines; and

(f) reviewed and approved statements in the Company’s interim

and annual reports regarding risk assessments, including a

description of its principal risks, what procedures are in place

to identify emerging risks and an explanation of how these

are being managed or mitigated.

Risk Management

During the Year, the Committee together with the AIFM and

other service providers carefully considered the Company’s

matrix of risks and uncertainties (including emerging risks) and

appropriate mitigating actions. The procedure for identifying

emerging risks and the Company’s principal risks can be found

on pages 14 to 16.

Committee Evaluation

The Committee’s activities were considered as part of the annual

performance evaluation which was completed during the Year.

Further details can be found on page 30. The evaluation process

concluded that the Committee was operating eectively and had

the appropriate balance of skills and experience.

Tammy Richards

Risk Committee Chair

24 April 2025

Report of the Risk Committee

38 | Ecofin U.S. Renewables Infrastructure Trust PLC

Governance

Introduction

I am pleased to present the Management Engagement

Committee (the “Committee”) report for the Year.

Role

The main purpose of the Committee is the regular review of the

terms of the Investment Management Agreement, the

Administration Agreement and other service providers’

agreements and the performance of Ecofin, the Administrator

and the Company’s other service providers.

The Committee’s role and responsibilities are set out in full in its

terms of reference which are available on request from the

Company Secretary and can be found on the Company’s

website (https://rnewfund.com/). A summary of the Committee’s

main responsibilities and how it fulfilled them is set out below.

Composition

The Committee comprises all the Directors. Details of members’

experience, qualifications and attendance at Committee

meetings during the Year are shown within the Directors’ and

Corporate Governance Reports. Brett Miller chairs the

Committee.

Main Activities of the Committee

The Committee met following the Year end. The matters

considered, monitored and reviewed by the Committee at that

meeting were as follows:

a) reviewed the main terms of the Investment Management

Agreement, the Administration Agreement and other service

providers’ agreements to ensure that the terms remained

competitive, fair and reasonable for Shareholders;

b) reviewed the performance of the AIFM, the Administrator and

the Company’s other service providers to ensure that they

remain suitable to manage the portfolio and undertake their

duties and that the continued appointments of the AIFM, the

Administrator and the Company’s other service providers are

in the best interests of Shareholders; and

c) considered the successor for the Investment Manager.

Continued Appointment of Key Service

Providers

As announced by the Company on 7 February 2025 the

Investment Manager has given notice of termination of the

Investment Management Agreement. The Investment Manager

will work with the Board towards an orderly transition during its

12 month notice period.

In March 2025 the Management Engagement Committee

agreed to the continued appointment of the Investment Manager

and other key service providers and have agreed to continue

exploring their options for a replacement Investment Manager.

Committee Evaluation

The Committee’s activities were considered as part of the annual

performance evaluation which was completed during the Year.

Further details can be found on page 30. The evaluation process

concluded that the Committee was operating eectively and had

the appropriate balance of skills and experience.

Brett Miller

Management Engagement Committee Chair

24 April 2025

Report of the Management Engagement Committee

Ecofin U.S. Renewables Infrastructure Trust PLC | 39

Governance

Directors’ responsibilities

The Directors are responsible for preparing the Annual Report

and the financial statements in accordance with international

accounting standards in conformity with the requirements of the

Act and applicable law and regulations.

Company law requires the Directors to prepare financial

statements for each financial year and the Directors must not

approve the financial statements unless they are satisfied that

they give a true and fair view of the state of aairs of the

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

period. The Directors are also required to prepare financial

statements in accordance with UK adopted international

accounting standards.

In preparing these financial statements, the Directors are

required to:

• select suitable accounting policies and then apply them

consistently;

• make judgements and accounting estimates that are

reasonable and prudent;

• state whether they have been prepared in accordance with

UK adopted international accounting standards, subject

to any material departures disclosed and explained in the

financial statements;

• prepare the financial statements on the going concern basis

unless it is inappropriate to presume that the Company will

continue in business. As stated in note 2 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; and

• prepare a Directors’ Report, a Strategic Report and Directors’

Remuneration Report which comply with the requirements of

the Companies Act 2006.

The Directors are responsible for keeping adequate accounting

records that are suicient to show and explain the Company’s

transactions and disclose with reasonable accuracy at any time

the financial position of the Company and enable them to ensure

that the financial statements comply with the Act and, as

regards the financial statements, Article 4 of the IAS Regulation.

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 financial statements, taken as a whole, are fair, balanced,

and understandable and provide the information necessary for

Shareholders to assess the Company’s performance, business

model and strategy.

Website publication

The Directors are responsible for ensuring the Annual Report

and the financial statements are made available on a website.

Financial statements are published on the Company’s website in

accordance with legislation in the United Kingdom governing

the preparation and dissemination of financial statements, which

may vary from legislation in other jurisdictions. The maintenance

and integrity of the Company’s website is the responsibility of

the Investment Manager and the Directors. The Directors’

responsibility also extends to the ongoing integrity of the

financial statements contained therein.

Directors’ responsibilities pursuant to

DTR4

The Directors confirm to the best of their knowledge:

• The financial statements have been prepared in accordance

with the applicable set of accounting standards and Article

4 of the IAS Regulation and give a true and fair view of the

assets, liabilities, financial position and profit and loss of the

Company; and

• The Annual Report includes a fair review of the development

and performance of the business and the financial position of

the Company, together with a description of the principal risks

and uncertainties that it faces.

Brett Miller

Chair of the Board

24 April 2025

Statement of Directors’ Responsibilities in Respect of

the Financial Statements

40 | Ecofin U.S. Renewables Infrastructure Trust PLC

Governance

Independent Auditor’s Report to the Members of

Ecofin US Renewables Infrastructure Trust Plc

Opinion on the financial statements

In our opinion the financial statements:

• give a true and fair view of the state of the Company’s aairs

as at 31 December 2024 and of the Company’s loss for the

year then ended;

• have been properly prepared in accordance with UK adopted

international accounting standards; and

• the financial statements have been prepared in accordance

with the requirements of the Companies Act 2006.

We have audited the financial statements of Ecofin U.S.

Renewables Infrastructure Trust Plc (the ‘Company’) for the year

ended 31 December 2024 which comprise of the Statement of

Comprehensive Income, the Statement of Financial Position, the

Statement of Changes in Equity, the Statement of Cash Flows

and notes to the financial statements, including a summary of

material accounting policies. 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 suicient 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 Board of Directors in the year of incorporation

to audit the financial statements for the year ended 31 December

2021 and subsequent financial periods. The period of total

uninterrupted engagement including retenders and

reappointments is 4 years, covering the years ended

31December 2021 to 31 December 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 2 to the Financial Statements, which

explains that the Directors intend to liquidate the Company and

therefore do not consider it to be appropriate to adopt the going

concern basis of accounting in preparing the financial

statements. Accordingly, the financial statements have been

prepared on a basis other than going concern as described in

Note 2. Our opinion is not modified in respect of this matter.

Overview

Key audit matter 2024 2023

Valuation of investments Yes Yes

Going concern

Going concern is no longer considered a Key

audit matter as there is an intention to liquidate

the company.

No Yes

Materiality

Company financial statements as a whole

$926,000 (2023:$ 1,764,000) based on 1.5% (2023: 1.5%) of net assets

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 eect on: the overall audit strategy, the allocation of resources in the audit,

and directing the eorts 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.

Ecofin U.S. Renewables Infrastructure Trust PLC | 41

Governance

Key audit matter How the scope of our audit addressed the key audit matter

Valuation of

investments

See Note 2, 4 and

17 of the Financial

Statements as well

as the accounting

policies on

pages54 to 56.

As disclosed in Note 4, The

Company owns 100% of its

subsidiary, RNEW Holdco, LLC

(“Holdco”) through which the

Company holds all its

underlying investments in

Special Purpose Vehicles. The

Company measures the total

fair value of Holdco by its net

asset value, which is made up of

cash, working capital balances

and the fair value of the

aforementioned underlying

investments.

A hundred percent of the

underlying investment portfolio

is represented by unquoted

equity investments and all

investments are individually

material to the net asset value.

The valuation of 48.4% of

investments are based on an

agreed sale price. The

remaining assets are valued

using a combined method by

applying an equal weighting to

a Discounted Cash Flow (DCF)

and Indicative Market Oer.

The valuation of investments

which are derived using a DCF

model includes a number of

significant estimates and

assumptions. Furthermore the

approach is highly subjective,

particularly in respect of the

equal weighting applied to each

of the methods used for

valuation.

There is an inherent risk of bias

since the valuations are

prepared by the Investment

Manager. Notably, the

Investment Manager’s

remuneration during the year

was linked to the Company’s

net asset value, which could

influence the valuation process.

Investments at fair value

through profit or loss is the

most significant balance in the

financial statements and is the

key driver of performance

Therefore, we determined this

to be a significant risk and a key

audit matter.

In respect of the valuation of investments, we performed the following speciﬁc

procedures:

• We obtained an understanding of the Company’s processes for determining

the fair value of unquoted investments and evaluated the design and

implementation of the investment valuation processes and controls. This

included assessing management’s oversight of the valuation process

through the Audit Committee and relevant Valuation Committees;

• Challenged the appropriateness of the basis for the valuation approach,

overall methodology as well as disclosures and assessed if all relevant

information arising as a result of the managed wind down had been

considered by management and the Board;

• In respect of the underlying investments valued using discounted cash ﬂow

models, with the assistance of our internal valuation experts, we challenged

the appropriateness of the selection and application of key assumptions in

the models including the discount rate, asset life, inﬂation, energy yield and

power prices applied by benchmarking to available industry data;

• Considered the independence and credentials of management experts

engaged to perform valuations of the underlying investments in the

portfolio and held discussions with management’s experts regarding their

key assumptions applied;

• Used spreadsheet analysis tools to assess the integrity of the valuation

models and tracked changes to inputs or structure from the valuation model

in the prior year;

• Assessed the appropriateness of current and deferred tax provisions within

US registered Group entities included in the valuation;

• Agreed cash and other net current assets to bank statements and investee

company management accounts as appropriate;

• Considered the accuracy of forecasting by comparing previous forecasts to

actual results;

• For each of the key assumptions in the valuation models, we considered

the appropriateness of the assumption and whether alternative reasonable

assumptions could have been applied. We considered each assumption in

isolation as well as in conjunction with other assumptions and the valuation

as a whole. Where appropriate, we sensitised the valuations where other

reasonable alternative assumptions could have been applied;

• For investments valued based on an agreed sale price we reviewed the

supporting contracts and agreements. For those investments valued

using a combined approach we obtained the indicative market oer and

corroborated the value;

• We challenged the appropriateness of the sensitivity disclosures in the

financial statements against the requirements of the applicable standard.

Key observations:

Based on our procedures performed we considered the methodology applied

and the estimates and judgements made in the valuation of investments to be

reasonable considering the level of estimation uncertainty.

42 | Ecofin U.S. Renewables Infrastructure Trust PLC

Governance

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the eect 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 eect 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

2023

Materiality 926,000 1,764,000

Basis for determining materiality 1.5% of net assets

Rationale for the benchmark

applied

As an investment trust, the net asset value is the key measure of performance for users

of the financial statements.

Performance materiality 648,000 1,235,000

Basis for determining

performance materiality

70% 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 the expected total value of known and likely misstatements and the level of

transactions in the year.

Reporting threshold

We agreed with the Audit Committee that we would report to them all individual audit dierences in excess of $18,500 (2023: $37,000).

We also agreed to report dierences below this threshold that, in our view, warranted reporting on qualitative grounds.

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 ap 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.

Ecofin U.S. Renewables Infrastructure Trust PLC | 43

Governance

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

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

basis of accounting and any material uncertainties identified set out on pages 24 to 25; and

• 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 25.

Other Code provisions • Directors’ statement on fair, balanced and understandable set out on page 36;

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

risks set out on pages 14 to 16;

• The section of the annual report that describes the review of eectiveness of risk management

and internal control systems set out on page 31; and

• The section describing the work of the Audit Committee set out on pages 35 to 37.

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:

• the information given in the Strategic report and the Directors’ report for the financial year for

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

• the Strategic 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:

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

been received from branches not visited by us; or

• 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

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

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

44 | Ecofin U.S. Renewables Infrastructure Trust PLC

Governance

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 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.

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:

We gained an understanding of the legal and regulatory framework applicable to the Company and the industry in which it operates,

and considered the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud. These included

but were not limited to compliance with Companies Act 2006, the FCA listing and DTR rules, the principles of the UK Corporate

Governance Code, the requirements of s.1158 of the Corporation Tax Act, and applicable accounting standards.

Our tests included, but were not limited to:

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

• Agreement of the financial statement disclosures to underlying supporting documentation;

• Enquiries of management, the board and relevant Service Organisations regarding known or suspected instances of non-compliance

with laws and regulation and fraud; and

• Review of minutes of Board meetings throughout the period regarding any instances of non-compliance with laws and regulations;

Fraud

We assessed the susceptibility of the financial statements to material misstatement including fraud:

Our risk assessment procedures included:

• Enquiry with management, audit Committee and those charged with governance regarding any known or suspected instances of

fraud;

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

• Detecting and responding to the risks of fraud; and

• Internal controls established to mitigate risks related to fraud.

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

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

• Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these.

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

override of controls.

Ecofin U.S. Renewables Infrastructure Trust PLC | 45

Governance

Our procedures in response to the above included:

• Procedures set out in the Key Audit Matters section above;

• Testing journals posted in the process of preparation of the

financial statements based on supporting documentation and

understanding of the business;

• Evaluating whether there was evidence of bias by the

Investment Manager and Directors that represented a risk

of material misstatement due to fraud, including valuation of

investments; and

• Recalculate investment management fees in total.

We also communicated relevant identified laws and regulations

and potential fraud risks to all engagement team members 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.

Elizabeth Hooper (Senior Statutory Auditor)

For and on behalf of BDO LLP, Statutory Auditor

London, United Kingdom

Date: 24 April 2025

BDO LLP is a limited liability partnership registered in England

and Wales (with registered number OC305127).

46 | Ecofin U.S. Renewables Infrastructure Trust PLC

Financial Statements

Ecofin U.S. Renewables Infrastructure Trust PLC | 47

  Year ended 31 December 2024 Year ended 31 December 2023

 Notes

Revenue

$’000

Capital

$’000

Total

$’000

Revenue

$’000

Capital

$’000

Total

$’000

Losses on investments 4 - (55,204) (55,204) - (10,577) (10,577)

Net foreign exchange gains/(losses) - 4 4 - (5) (5)

Income 5 3,246 - 3,246 6,284 - 6,284

Investment management fees 6 (879) - (879) (1,246) - (1,246)

Other expenses 7 (1,138) - (1,138) (1,184) - (1,184)

Profit/(loss) on ordinary activities before

taxation 1,229 (55,200) (53,971) 3,854 (10,582) (6,728)

Taxation 9 - - - - - -

Profit/(loss) on ordinary activities after

taxation 1,229 (55,200) (53,971) 3,854 (10,582) (6,728)

Earnings/(losses) per Share – basic and diluted 8 0.88c (39.97c) (39.09c) 2.79c (7.66c) (4.87c)

    

The total column of the Statement of Comprehensive Income is the profit and loss account of the Company.

All revenue and capital items in the above statement derive from continuing operations however, as mentioned in note 2, the Company

is in the process of Managed Wind-Down.

Profit/(loss) on ordinary activities after taxation is also the total comprehensive Profit/(loss) for the Year. The notes on pages 51 to 74

form part of these financial statements.

Statement of Comprehensive Income

Year ended 31 December 2024

Financial Statements

48 | Ecofin U.S. Renewables Infrastructure Trust PLC

Statement of Financial Position

As at 31 December 2024

 NotesNotes

As at As at

31 December 31 December

2024 2024

$’000$’000

As at As at

31 December 31 December

2023 2023

$’000$’000

Non-current assets  

Investments at fair value through profit or loss 4 61,594 116,798



Current assets

Cash and cash equivalents 828 1,648

Trade and other receivables 10 57 8

885 1,656

Current liabilities: amounts falling due within one year

Trade and other payables 11 (723) (795)

Net current assets 162 861

Net assets 61,756 117,659

Capital and reserves: equity

Share capital 12 1,381 1,381

Share premium 14 12,732 12,732

Special distributable reserve 14 120,548 121,250

Capital reserve 14 (72,905) (17,705)

Revenue reserve 14 - 1

Total Shareholders' funds 61,756 11 7,65 9

Net assets per Share (cents) 15 44.7c 85.2c

Approved and authorised by the Board of directors for issue on 24 April 2025.

Brett Miller

Chair of the Board

The notes on pages 51 to 74 form part of these financial statements.

Financial Statements

Ecofin U.S. Renewables Infrastructure Trust PLC | 49

Statement of Changes in Equity

Year ended 31 December 2024

 

capital

premium

Special

distributable

reserve

Capital

reserve

Revenue

reserve Total

 Notes $'000 $'000 $'000 $'000 $'000 $'000

Opening equity as at

1January2024 1,381 12,732 121,250 (1 7,7 05) 1 11 7,65 9

Transactions with Shareholders

Dividend distribution 13 - - (702) - (1,230) (1,932)

Total transactions with

Shareholders - - (702) - (1,230) (1,932)

(Loss)/profit and total

comprehensive income for the Year - - - (55,200) 1,229 (53,971)

Closing equity as at 31 December

2024 1,381 12,732 120,548 (72,905) - 61,756

Year ended 31 December 2023

 

capital

premium

Special

distributable

reserve

Capital

reserve

Revenue

reserve Total

 Notes $'000 $'000 $'000 $'000 $'000 $'000

Opening equity as at

1 January 2023 1,381 12,732 121,250 ( 7,12 3) 1,947 130,18 7

Transactions with Shareholders

Dividend distribution 13 - - - - (5,800) (5,800)

Total transactions with

Shareholders - - - - (5,800) (5,800)

(Loss)/profit and total

comprehensive income for the Year - - - (10,582) 3,854 (6,728)

Closing equity as at 31 December

2023 1,381 12,732 121,250 (1 7,7 05) 1 11 7,6 59

The notes on pages 51 to 74 form part of these financial statements.

Financial Statements

50 | Ecofin U.S. Renewables Infrastructure Trust PLC

Statement of Cash Flows

Year ended 31 December 2024

 Notes

Year ended

31 December 2024

$’000

Year ended

31 December 2023

$’000

Operating activities

Loss on ordinary activities before taxation (53,971) (6,728)

Adjustment for unrealised losses on investments 55,204 10,577

(Increase)/decrease in trade and other receivables (49) 3

(Decrease)/increase in trade and other payables (72) 202

Net cash flow from operating activities 1,112 4,054

  

Investing activities

Purchase of investments 4 - -

Net cash flow used in investing activities - -

  

Financing activities

Dividends paid 13 (1,932) (5,800)

Net cash flow used in financing activities (1,932) (5,800)

Decrease in cash (820) (1,746)

Cash and cash equivalents at start of the Year 1,648 3,394

Cash and cash equivalents at end of the Year 828 1,648



As at

31 December 2024

$’000

As at

31 December 2023

$’000

Cash and cash equivalents

Money market cash deposits 828 1,648

Total cash and cash equivalents at end of the Year 828 1,648

Financial Statements

Ecofin U.S. Renewables Infrastructure Trust PLC | 51

Notes to the Financial Statements

For the year ended 31 December 2024

1. General Information

Ecofin U.S. Renewables Infrastructure Trust PLC (“RNEW” or the “Company”) is a public company limited by shares incorporated in

England and Wales on 12 August 2020 with registered number 12809472. The Company is a closed-ended investment company with an

indefinite life. The Company commenced operations on 22 December 2020 when its Shares were admitted to trading on the LSE. The

Directors intend, at all times, to conduct the aairs of the Company so as to enable it to qualify as an investment trust for the purposes of

section 1158 of the Corporation Tax Act 2010, as amended.

The registered oice and principal place of business of the Company is 4th Floor, 140 Aldersgate St, London, EC1A 4HY.

The Company’s investment objective is to realise all the assets in the Group’s portfolio, in an orderly manner with a view to ultimately

returning cash to the Company’s shareholders following repayment of any outstanding borrowings of the Group from the proceeds of the

assets realised pursuant to the Investment Policy. (the “Managed Wind-Down).

The financial statements comprise only the results of the Company, as its investment in RNEW Holdco, LLC (“Holdco”) is included at fair

value through profit or loss (“FVTPL”) as detailed in the key accounting policies below.

The Company’s AIFM and Investment Manager is Ecofin Advisors, LLC. On 6 February 2025, the Investment Manager served notice on

the Company. In accordance with the Investment Manager’s agreement, they are required to serve 12-month notice, which would expire

on 5 February 2026.

Apex Listed Companies Services (UK) Limited, provides administrative and company secretarial services to the Company under the

terms of an administration agreement between the Company and the Administrator.

2. Basis of Preparation

The financial statements have been prepared in accordance with applicable law and UK-adopted international accounting standards. The

financial statements have been prepared on the historical cost basis, as modified for the measurement of certain financial instruments at

FVTPL.

The financial statements have also been prepared as far as is relevant and applicable to the Company in accordance with the Statement

of Recommended Practice (“SORP”) issued by the AIC in July 2022.

The functional currency of the Company is U.S. dollars as this is the currency of the primary economic environment in which the

Company operates and where its investments are located. The Company’s investment in Holdco is denominated in U.S. dollars and a

substantial majority of its income is receivable, and of its expenses is payable, in U.S. dollars. Also, a majority of the Company’s cash and

cash equivalent balances is retained in U.S. dollars. Accordingly, the financial statements are presented in U.S. dollars rounded to the

nearest thousand dollars. The financial statements are prepared on the basis other than going concern. Further details can be found in

the Strategic Report on pages 24 to 25.

Basis of consolidation

The Company has adopted the amendments to IFRS 10 which state that investment entities should measure all of their subsidiaries that

are themselves investment entities at fair value.

The Company owns 100% of its subsidiary Holdco and invests in SPVs through its investment in Holdco. The Company and Holdco meet

the definition of an investment entity as described by IFRS 10. Under IFRS 10, investment entities measure subsidiaries at fair value rather

than consolidate them on a line-by-line basis, meaning Holdco’s cash, debt and working capital balances are included in investments

held at fair value rather than in the Company’s current assets and liabilities. Holdco has one investor, which is the Company. In substance,

Holdco is investing the funds of the investors in the Company on its behalf and is eectively performing investment management

services on behalf of such unrelated beneficiary investors.

Financial Statements

52 | Ecofin U.S. Renewables Infrastructure Trust PLC

Going concern

Following the General Meeting held on 14 January 2025 at which Shareholders unanimously voted in favour of a change in the

Company’s Objective and Investment Policy in order to facilitate a managed wind-down, the process for an orderly realisation of the

Company’s assets and a return of capital to Shareholders has begun. The Company is therefore preparing its financial statements on a

basis other than going concern due to the Company being in a managed wind-down.

The Directors will endeavour to realise all of the Company’s investments in a manner that achieves a balance between maximising the

net value received from those investments and making timely returns to Shareholders. On 11 March 2025, the Company announced the

completion of the sale of the DG Solar assets, which resulted in the repayment of the RCF, leaving cash resources of $10 million. Total

expenses of the Company for the year ended 31 December 2024 were US$2.0 million. No new investments are to be made under the new

Investment Policy and therefore at the date of approval of these Financial Statements the Company has significant operating expenses

cover. Once the Managed Wind-Down has been completed, the Directors intend to liquate the Company.

The Directors are satisfied that the Company has adequate resources to continue in operation throughout the winding down period and

to meet all its liabilities as they fall due. Therefore, the Directors do not consider it to be appropriate to adopt the going concern basis of

accounting in preparing the financial statements. On this basis, the Directors have prepared the financial statements on a basis other

than going concern. All of the balance sheet items have been recognized on a realization basis, which is not materially dierent from the

carrying amount.

No additional adjustments to accounting policies or the valuation basis have arisen as a result of ceasing to apply the going concern

basis.

Characteristics of an investment entity

Under the definition of an investment entity, the Company should satisfy all three of the following tests:

• Company obtains funds from one or more investors for the purpose of providing those investors with investment management services;

• Company commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment

income, or both; and

• Company measures and evaluates the performance of substantially all of its investments on a fair value basis.

In assessing whether the Company meets the definition of an investment entity set out in IFRS 10, the Directors note that:

• the Company has multiple investors and obtains funds from a diverse group of Shareholders who would otherwise not have access

individually to investing in renewable energy and sustainable infrastructure investments (“Renewable Assets”) due to high barriers to

entry and capital requirements; and

• the Company measures and evaluates the performance of all of its investments on a fair value basis which is the most relevant for

investors in the Company. Management uses fair value information as a primary measurement to evaluate the performance of all of

the Company’s investments and in decision making.

The Directors are of the opinion that the Company meets all the characteristics of an investment entity and therefore meets the definition

set out in IFRS 10. The Directors are satisfied that investment entity accounting treatment appropriately reflects the Company’s activities

as an investment trust.

Critical accounting judgements, estimates and assumptions

Preparation of the financial statements requires management to make judgements, estimates and assumptions that aect the application

of accounting policies and the reported amount of assets, liabilities, income and expenses. Estimates are, by their nature, based on

judgement and available information, hence actual results may dier from these judgements, estimates and assumptions. The estimates

and assumptions that have a significant risk of causing a material adjustment to the carrying value of assets and liabilities are those used

to determine the fair value of the investments as disclosed in note 4 to the financial statement.

Notes to the Financial Statements

For the year ended 31 December 2024

Financial Statements

Ecofin U.S. Renewables Infrastructure Trust PLC | 53

Key judgements

As disclosed above, the Directors have concluded that both the Company and Holdco meet the definition of an investment entity as

defined in IFRS 10. This conclusion involved a degree of judgement and assessment.

Key estimation and uncertainty: Investments at fair value through profit or loss

The Company’s 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 Valuation (IPEV) Guidelines.

Fair value of the Beacon 2 and 5 and Whirlwind assets (“Beacon and Whirlwind assets”) is derived using a combined income approach

(discounted cash flow - the “DCF methodology”) and market approach based on recent bid prices from third parties, which follows IPEV

Guidelines. A 50% weighting is applied to both the income approach and market approach when concluding on fair value. The DCF

methodology of the Beacon and Whirlwind assets is derived by projecting its future cash flows, based on a range of operating assumptions

for revenues and expenses, and discounting those future cash flows to the present value using a discount rate which is appropriately

calibrated to the risk profile of the asset and market dynamics. The key estimates and assumptions used within the DCF methodology

include discount rates, annual energy production, curtailment, merchant power prices, useful life of the assets, and various operating

expenses and associated annual escalation rates often tied to inflation, including O&M, asset management, balance of plant, land leases,

insurance, property and other taxes and decommissioning bonds, among other items. An increase/(decrease) in the key valuation

assumptions would lead to a corresponding decrease/(increase) in the DCF methodology. Due to the asset class and available market data

over the forecast horizon, a DCF valuation is typically the basis upon which renewable assets, are traded in the market, however, given

recent market data received by way of bids from third parties, a market approach was also used in combination to determine fair value.

The estimates and assumptions used to determine the DCF methodology of the Beacon and Whirlwind assets are disclosed in note 4 to

the financial statements. The DG Solar assets were valued at the sales price.

Segmental reporting

The Chief Operating Decision Maker (“CODM”), which is the Board, is of the opinion that the Company is engaged in a single segment

of business, being investment in renewable energy infrastructure assets to generate investment returns whilst preserving capital. The

financial information used by the CODM to manage the Company presents the business as a single segment.

All of the Company’s income is generated within the U.S. All of the Group’s non-current assets are located in the U.S.

New and amended standards and interpretations applied

The following new standards or interpretations were eective for the first time for periods beginning on or after 1 January 2024 and where

relevant were applied in the preparation of the Company’s financial statements:

• Classification of Liabilities as Current or Non-Current (Amendments to IAS 1 “Presentation of Financial Statements”);

• Non-current Liabilities with Covenants (Amendments to IAS 1 “Presentation of Financial Statements”); and

• Supplier Finance Arrangements (Amendments to IAS 7 “Statement of Cash Flows” and IFRS 7 “Financial Instruments: Disclosures”)

• New and amended standards and interpretations not applied

At the date of authorisation of these financial statements, the following new standards had been published and will be eective in future

accounting periods.

Notes to the Financial Statements

For the year ended 31 December 2024

Financial Statements

54 | Ecofin U.S. Renewables Infrastructure Trust PLC

Eective for accounting periods beginning on or after 1 January 2025:

• Lack of Exchangeability (Amendments to IAS 21 “The Eects of Changes in Foreign Exchange Rates”)

Eective for accounting periods beginning on or after 1 January 2026:

• Classification and measurement of financial instruments (Amendments to IFRS 9 “Financial Instruments” and IFRS 7 “Financial

Instruments: Disclosures”).

Eective for accounting periods beginning on or after 1 January 2027:

• IFRS 18 “Presentation and Disclosures in Financial Statements”.

• IFRS 19 “Subsidiaries without Public Accountability: Disclosures”.

The impact of these new and amended standards is not expected to be material to the reported results and financial position of the

Group.

3. Material Accounting Policies

Financial Instruments

Financial assets

The Company’s financial assets principally comprise an investment held at FVTPL (investment in Holdco) and trade and other

receivables.

The Company’s investment in Holdco, being classified as an investment entity under IFRS 10, is held at FVTPL in accordance with

IFRS9. Gains or losses resulting from movements in fair value are recognised in the Company’s Statement of Comprehensive Income at

each valuation point.

Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the eective interest

rate method.

Financial liabilities

The Company’s financial liabilities include trade and other payables and other short term monetary liabilities which are initially

recognised at fair value and subsequently measured at amortised cost using the eective interest rate method.

Recognition, derecognition and measurement

Financial assets and financial liabilities are recognised in the Company’s Statement of Financial Position when the Company becomes a

party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value.

Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial

assets and financial liabilities at FVTPL) are added to or deducted from the fair value of the financial assets or financial liabilities, as

appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at

FVTPL are recognised immediately in profit or loss.

Financial assets are derecognised when the rights to receive cash flows from the investments have expired or the Company has

transferred substantially all risks and rewards of ownership.

Notes to the Financial Statements

For the year ended 31 December 2024

Financial Statements

Ecofin U.S. Renewables Infrastructure Trust PLC | 55

A financial liability (in whole or in part) is derecognised when the Company has extinguished its contractual obligations, or when it

expires or is cancelled.

Subsequent to initial recognition, financial assets at FVTPL are measured at fair value. Gains and losses resulting from movements in fair

value are recognised in the Statement of Comprehensive Income.

Financial liabilities are subsequently measured at amortised cost using the eective interest rate method.

Taxation

The following accounting policies for taxation and deferred tax are in respect of UK tax and deferred taxation.

Investment trusts which have approval under Section 1158 of the Corporation Tax Act 2010 are not liable for taxation on capital

gains. Shortly after listing the Company received approval as an investment trust by HMRC. Current tax is the expected tax payable

on the taxable income for the Year, using tax rates that have been enacted or substantively enacted at the date of the Statement of

FinancialPosition.

Deferred taxation

Deferred tax is the tax expected to be payable or recoverable on dierences between the carrying amounts of assets and liabilities in the

financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the statement

of financial position liability method. Deferred tax liabilities are recognised for all taxable temporary dierences and deferred tax assets

are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary dierences can be

utilised.

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 Statement of Comprehensive Income 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 oset when there is a legally enforceable right to oset 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.

Income

Income includes investment income from financial assets at FVTPL and finance income.

Dividend income is recognised when received and is reflected in the Statement of Comprehensive Income as Investment Income. Bank

deposit interest income is earned on bank deposits on an accruals basis.

Expenses

All expenses are accounted for on an accruals basis. In respect of the analysis between revenue and capital items presented within the

Statement of Comprehensive Income, all expenses, including the Investment Management fee, are presented in the revenue column of

the Statement of Comprehensive income as they are directly attributable to the operations of the Company.

Details of the Company’s fee payments to the Investment Manager are disclosed in note 6 to the financial statements.

Notes to the Financial Statements

For the year ended 31 December 2024

Financial Statements

56 | Ecofin U.S. Renewables Infrastructure Trust PLC

Foreign currency

Transactions denominated in foreign currencies are translated into U.S. dollars at actual exchange rates as at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies at the Year end are reported at the rates of exchange prevailing at

the Year end. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included as an

exchange gain or loss to capital or revenue in the Statement of Comprehensive Income as appropriate. Foreign exchange movements on

investments are included in the Statement of Comprehensive Income within gains on investments.

Cash and cash equivalents

Cash and cash equivalents include deposits held at call with banks and other short-term deposits with original maturities of three

months or less.

Share capital and share premium

Shares are classified as equity. Costs directly attributable to the issue of new Shares (that would have been avoided if there had not been

an issue of new Shares) are recognised against the value of the Share premium account.

Repurchases of the Company’s own Shares are recognised and deducted directly in equity. No gain or loss is recognised in profit or loss

on the purchase, sale, issue or cancellation of the Company’s own equity instruments.

Nature and purpose of equity and reserves:

Share capital represents the nominal value (1 cent per share) of the issued share capital. The Share premium account arose from the net

proceeds of new Shares.

The Special distributable reserve, which can be utilised to fund distributions to the Company’s Shareholders, was created following

confirmation of the Court, through the cancellation and transfer of $121.3 million in January 2021 from the Share premium account.

The capital reserve reflects any:

• gains or losses on the disposal of investments;

• exchange movements of a capital nature;

• the increases and decreases in the fair value of investments which have been recognised in the capital column of the Statement of

Comprehensive Income; and

• expenses which are capital in nature.

The revenue reserve reflects all income and expenditure recognised in the revenue column of the Statement of Comprehensive Income

and is distributable by way of dividend.

The Company’s distributable reserves consist of the Special distributable reserve, the Capital reserve attributable to realised profits and

the Revenue reserve.

Dividend payable

Dividends payable are recognised as distributions in the financial statements when the Company’s obligation to make payment has been

established.

Notes to the Financial Statements

For the year ended 31 December 2024

Financial Statements

Ecofin U.S. Renewables Infrastructure Trust PLC | 57

4. Investments at Fair Value Through Profit and Loss

As at 31 December 2024, the Company had one investment, being Holdco. The cost of the investment in Holdco was US$134,065,000

(31December 2023: US$134,065,000).



As at

31 December

2024

$’000

As at

31 December

2023

$’000

(a) Summary of valuation

Analysis of closing balance:  

Investments at fair value through profit or loss* 61,594 116,798

Total investments as at 31 December 61,594 116,798



(b) Movements during the Year:

Opening balance of investments, at cost 134,065 134,065

Additions, at cost - -

Cost of investments as at 31 December 134,065 134,065

Revaluation of investments to fair value:

Unrealised movement in fair value of investments (72,471) (17,267)

Fair value of investments as at 31 December 61,594 116,798



Unrealised movement in fair value of investments brought forward (17,267) (6,690)

Unrealised movement in fair value of investments during the year (55,204) (10,577)

Losses on Investments (72,471) (17,267)

* The DG portfolio which was eventually sold for $37.14million, has been recorded at fair value of $35.3million at 31 December 2024. The dierence reflects working capital adjustments.

Fair value measurements

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:

Level 1

The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date.

Level 2

Inputs other than quoted prices included within Level 1 that are observable (i.e. developed using market data) for the asset or liability,

either directly or indirectly.

Notes to the Financial Statements

For the year ended 31 December 2024

Financial Statements

58 | Ecofin U.S. Renewables Infrastructure Trust PLC

Level 3

Inputs are unobservable (i.e. for which market data is unavailable) for the asset or liability.

The classification of the Company’s investments held at fair value is detailed in the table below:

As at 31 December 2024

 Level 1 Level 2 Level 3 Total

 $’000 $’000 $’000 $’000

Investments at fair value through profit and loss

Equity investments in Holdco - - 61,594 61,594

Total investments as at 31 December 2024 - - 61,594 61,594

As at 31 December 2023

 Level 1 Level 2 Level 3 Total

 $’000 $’000 $’000 $’000

Investments at fair value through profit and loss

Equity investments in Holdco - - 116,798 116,798

Total investments as at 31 December 2023 - - 116,798 116,798

Due to the nature of the underlying investments held by Holdco, the Company’s investment in Holdco is always expected to be

classified as Level 3. There have been no transfers between levels during the year ended 31 December 2024 (2023: none).

The movement on the Level 3 unquoted investments during the year is shown below:



As at

31 December

2024

$’000

As at

31 December

2023

$’000

Opening balance 116,798 127, 375

Additions during the year - -

Unrealised losses on investment (55,204) (10,577)

Closing balance 61,594 116,798

Valuation methodology

The Company owns 100% of its subsidiary Holdco through which the Company holds all its underlying investments in SPVs.

As discussed in Note 2, the Company meets the definition of an investment entity as described by IFRS 10, and as such the Company’s

investment in Holdco is valued at fair value. In accordance with Company policy, the Investment Manager has engaged an independent

valuation firm to carry out fair market valuations of the underlying investments as at 31 December 2024.

Notes to the Financial Statements

For the year ended 31 December 2024

Financial Statements

Ecofin U.S. Renewables Infrastructure Trust PLC | 59

Fair value of the Beacon and Whirlwind is derived using a combined income approach (DCF methodology) and market approach

based on recent non-binding bid prices from third parties, which follows IPEV Guidelines. A 50% weighting is applied to both the

income approach and market approach when concluding on fair value. Typically, DCF is deemed the most appropriate methodology

when detailed projection of future cash flows is possible. Under the income approach, the fair value of each asset is derived by

projecting the future cash flows of an asset, based on a range of operating assumptions for revenues and expenses, and discounting

those future cash flows to the present day with a pre-tax discount rate appropriately calibrated to the risk profile of the asset and

market dynamics. Due to the asset class and available market data over the forecast horizon, a DCF valuation is typically the basis

upon which renewable assets, are traded in the market, however, given recent market data received by way of non-binding bids from

third parties, amarket approach was also used in combination to determine fair value.

Fair value of the remaining portfolio assets, the DG Portfolio, were fair valued at the agreed upon transaction value, as further detailed in the

Chair’s Statement.

The Company measures the total fair value of Holdco by its net asset value, which is made up of cash, working capital balances and the

aforementioned fair value of the underlying investments as determined using the methodologies described above.

The Directors have considered all relevant information and have satisfied themselves as to the methodology, the discount rates used,

and key assumptions applied and the valuation.

Valuation Sensitivities

A sensitivity analysis is carried out to show the impact on NAV of changes to key assumptions. For each of the sensitivities, it is

assumed that potential changes occur independently of each other with no eect on any other key assumption, and that the number of

investments in the portfolio remains static throughout the modelled life. The overall impact of each respective sensitivity is calculated and

then averaged against the market approach value to determine the resulting NAV per share impacts as discussed below. The sensitivities

below were performed only on the Whirlwind and Beacon assets given the DG Solar assets were fair valued at their agreed upon sale

price.

(i) Discount rates

Pre-tax discount rates applied in the DCF valuations are determined by the Independent Valuer using a multitude of factors, including

pre-tax discount rates disclosed by the Company’s global peers and comparable infrastructure asset classes as well as the internal rate

of return inherent in the original purchase price when underwriting the asset. The DCF valuations utilise two classes of pre-tax discount

rates:

a) contracted discount rate applied to the contracted cash flows of each asset; and

b) uncontracted discount rate (higher) applied to the uncontracted (or “merchant”) cash flows of each investment which will occur after

the initial PPA and/or other contract term.

The pre-tax discount rates used in the DCF valuation of the investments are considered the most significant observable input through

which an increase or decrease would have a material impact on the fair value of the investments at FVTPL. As of 31 December 2024,

the blended pre-tax discount rates (i.e., the implied discount rate of both the contracted and uncontracted discount rates of each

investment) applied to the portfolio ranged from 8.3% to 8.4% (31 December 2023: 6.2% to 8.4%) with an overall weighted average of

8.4% (31December 2023: 7.4%).

Notes to the Financial Statements

For the year ended 31 December 2024

Financial Statements

60 | Ecofin U.S. Renewables Infrastructure Trust PLC

An increase or decrease of 0.5% in the discount rates would have the following impact on NAV:

Discount Rate +50 bps -50 bps

(Decrease)/increase in NAV ($’000) (1,850) 1,950

NAV per Share 43.4c 46.1c

NAV per Share Change (1.3c) 1.4c

Change (%) (3.0%) 3.2%

(ii) Energy Production

Solar and wind assets are subject to variation in energy production over time. An assumed “P75” level of energy yield (i.e. a level of

energy production that is below “P50”, with a 75% probability of being exceeded) would cause a decrease in the total portfolio valuation,

while an assumed “P25” level of power output (i.e. a level of energy production that is above “P50”, with a 25% probability of being

achieved) would cause an increase in the total portfolio valuation.

Energy production, as measured in MWh per annum, assumed in the DCF valuations is based on a “P50” energy yield profile,

representing a 50% probability that the energy production estimate will be met or exceeded over time. An independent engineer has

derived this energy yield estimate for each asset by taking into account a range of irradiation, weather data, ground-based measurements

and design/site-specific loss factors including module performance, module mismatch, inverter losses, and transformer losses, among

others. The “P50” energy yield case includes a 0.5% annual degradation for solar assets and 1.0% annual degradation for wind assets

through the entirety of the useful life. In addition, the P50 energy yield case includes an assumption of availability, which ranges

from 98.5% to 99% for solar assets and 96.0% for wind assets, as determined reasonable by an independent engineer at the time of

underwriting the asset.

The application of a P75 and a P25 energy yield case would have the following impact on NAV:

Energy Production P75 P25

Increase/(decrease) in NAV ($’000) (2,550) 2,650

NAV per Share 42.9c 46.6c

NAV per Share change (1.8c) 1.9c

Change (%) (4.1%) 4.3%

(iii) Curtailment

Curtailment is the deliberate reduction (by the transmission operator) in energy output of an asset below what could have been

produced, in order to balance energy supply and demand or due to transmission constraints. Due to the contracted nature of energy

production of its renewable energy investments held by Holdco and with a substantial share of its solar assets being behind-the-meter

and directly connected to the energy consumer, the Company’s NAV is subject to a low overall level of curtailment, which has been

factored into NAV.

An increase or decrease of 50% from the assumed level of curtailment would have the following impact on NAV:

Curtailment -50% +50%

Increase/(decrease) in NAV ($’000) (1,700) 1,750

NAV per Share 43.5c 46.0c

NAV per Share change (1.2c) 1.3c

Change (%) (2.8%) 2.8%

Notes to the Financial Statements

For the year ended 31 December 2024

Financial Statements

Ecofin U.S. Renewables Infrastructure Trust PLC | 61

(iv) Merchant Power Prices

All of the Company’s assets have long-term PPAs and incentive contracts in place with creditworthy energy purchasers, and thus are

not impacted by fluctuations in regional market energy prices during the contract period. Future power price forecasts used in the DCF

valuations are derived from regional market forward prices provided by the EIA and Leidos, with a 10-50% discount applied based on the

characteristics of the asset as reasonably determined by the Independent Valuer. Inflationary pressures over the long-term could present

a circumstance of variability and increase merchant power prices from previous forecasts.

An increase or decrease of 10% in future merchant power price assumptions would have the following impact on NAV:

Merchant Power Prices -10% +10%

(Decrease)/increase in NAV ($’000) (3,250) 3,200

NAV per Share 42.4c 4 7.0c

NAV per Share change (2.4c) 2.3c

Change (%) (5.3%) 5.2%

(v) Operating Expenses

Operating expenses include O&M, balance of plant, asset management, site leases and easements, insurance, property taxes,

equipment reserves, decommissioning bonds and other costs. Most operating expenses for solar and wind assets are contracted with

annual escalation rates, which typically range from 2-3% to account for normalised inflation. However, there may be occasions when

certain expenses may be recontracted. Inflationary pressures over the long term could also aect future operating expenses.

An increase or decrease of 10% in operating expenses would have the following impact on NAV:

Operating Expenses +10% -10%

(Decrease)/increase in NAV ($’000) (2,300) 2,300

NAV per Share 43.1c 46.4c

NAV per Share change (1.7c) 1.7c

Change (%) (3.7%) 3.7%

(vi) Market vs Income Approach Weighting

Based on the third-party valuation service provider’s assessment, the concluded fair values were derived using a 50% weighting

towards the concluded market approach value and a 50% weighting towards the concluded income approach value.

An increase or decrease of 25% in the assigned weighting would have the following impact on NAV:

Market vs Income Approach Weighting +25% -25%

(Decrease)/increase in NAV ($’000) (3,975) 3,975

NAV per Share 41.8c 47.6c

NAV per Share change (2.9c) 2.9c

Change (%) (6.4%) 6.4%

Notes to the Financial Statements

For the year ended 31 December 2024

Financial Statements

62 | Ecofin U.S. Renewables Infrastructure Trust PLC

(vii) Overall Impact

The overall impact of the combined downside and upside sensitivities to each key assumption as noted above would have the following

impact on NAV:

Overall Impact +10% -10%

(Decrease)/increase in NAV ($’000) (15,625) 15,825

NAV per Share 33.4c 56.2c

NAV per Share change (11.3c) 11.5c

Change (%) (25.3%) 25.6%

5. Income

Income from investments

Year ended

31 December

2024

$’000

Year ended

31 December

2023

$’000

Dividends from Holdco 3,1 74 6,200

Deposit interest 72 84

Total Income 3,246 6,284

6. Investment Management Fees

 Year ended 31 December 2024 Year ended 31 December 2023

 Revenue Capital Total Revenue Capital Total

 $’000 $’000 $’000 $’000 $’000 $’000

Investment management

fees 879 - 879 1,246 - 1,246

The basis for calculating the Investment Management Fee is as follows:

Up until 1 January 2025, in accordance with the Company’s Investment Management Agreement, the Investment Manager was entitled to a

management fee as set out below:

• 1% per annum of NAV up to and equal to US$500 million;

• 0.9% per annum of NAV between US$500m and US$1 billion; and

• 0.8% per annum of NAV in excess of US$1billion.

On 21 January 2025, the Board announced that they had successfully re-negotiated the management fee the Company pays to Ecofin

under the Investment Management Agreement dated 11 November 2020. The changes are aimed at better aligning the interests of Ecofin

with shareholders’ interests. In respect of any quarter beginning 1 January 2025 onwards, the fee will be determined by the lower of the

Company’s market capitalisation or NAV. In addition, management fees for Q3 2024 will be based on the NAV as adjusted downwards

so as to take into account the price realised for the sale of the DG Solar assets as per the announcement to the London Stock Exchange.

Management fees for Q4 2024 remain unchanged.

Notes to the Financial Statements

For the year ended 31 December 2024

Financial Statements

Ecofin U.S. Renewables Infrastructure Trust PLC | 63

Year ended 31 December 2024:

Shares purchased

Investment

management

fee

($)

Purchase price

(cents)

Number of

Shares Date of purchase

Nil - - - Not applicable

Year ended 31 December 2023:

Shares purchased

Investment

management

fee

($)

Purchase price

(cents)

Number of

Shares Date of purchase

1 January 2023 to 31 March 2023 48,095 79.0 60,879 10 May 2023

7. Other Operating Expenses

 Year ended 31 December 2024 Year ended 31 December 2023

 Revenue Capital Total Revenue Capital Total

 $’000 $’000 $’000 $’000 $’000 $’000

Secretary and Administrator fees 228 - 228 197 - 197

Directors' fees 239 - 239 235 - 235

Directors' other employment costs 43 - 43 28 - 28

Broker retainer 82 - 82 141 - 141

Auditor's fees payable to the Company’s

auditor for statutory audit services

126 - 126 183 - 183

FCA and listing fees 49 - 49 41 - 41

Research fees - - - 39 - 39

Depository and custody fees 6 - 6 6 - 6

Registrar's fees 20 - 20 18 - 18

Marketing fees 13 - 13 10 - 10

Public relations fees 8 - 8 107 - 107

Printing and postage costs 30 - 30 26 - 26

Legal fees 23 - 23 128 - 128

Miscellaneous expenses 271 - 271 25 - 25

Total other operating expenses 1,138 - 1,138 1,18 4 - 1,18 4

The Auditor’s fee for the Year is $126,000 including VAT of $21,000 (2023: $183,000 including VAT of $30,600).

Notes to the Financial Statements

For the year ended 31 December 2024

Financial Statements

64 | Ecofin U.S. Renewables Infrastructure Trust PLC

8. Earnings Per Share

Earnings per Share is based on the loss for the Year of $53,971,000 (2023: $6,728,000) loss) and the weighted average number of

shares in issue of 138,078,496 (2023 138,078,496) during the Year. Revenue profit for the Year was $1,229,000 (2023: $3,854,000 profit)

and capital loss for the Year was $55,200,000 (2023: $10,582,000 loss).

9. Taxation

(a) Analysis of charge in the Year

 Year ended 31 December 2024 Year ended 31 December 2023

 Revenue Capital Total Revenue Capital Total

 $’000 $’000 $’000 $'000 $'000 $'000

Corporation tax - - - - - -

Taxation for the Year - - - - - -

(b) Factors aecting total tax charge for the Year:

The eective UK corporation tax rate applicable to the Company for the Year was 25% (2023: 23.5%). The tax charge diers from the

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

The dierences are explained below:

Year ended 31 December 2024 Year ended 31 December 2023

 Revenue Capital Total Revenue Capital Total

 $’000 $’000 $’000 $’000 $’000 $’000

Profit/(loss) on ordinary activities before

taxation 1,229 (55,200) (53,971) 3,854 (10,582) 6,728

Corporation tax at 25% (2023: 23.5%) 307 (13,800) (13,493) 906 (2,487) (1,581)

Eects of:

Dividends received (not subject to tax) (812) - (812) (1,477) - (1,477)

Loss on investments held at fair value not

allowable - 13,800 13,800 - 2,487 2,487

Unutilised management expenses 505 - 505 571 - 571

Total tax charge for the Year - - - - - -

Investment companies which have been approved by HMRC under section 1158 of the Corporation Tax Act 2010 are exempt from tax

on capital gains. Due to the Company’s status as an Investment Trust, and the intention to continue meeting the conditions required

to obtain approval in the foreseeable future, the Company has not provided for deferred tax on any capital gains or losses arising on

the revaluation of investments.

As at 31 December 2024, a deferred tax liability of $740,000 (2023: $2,870,000) representing U.S. Federal income taxes deferred had

been accrued and reflected in the valuation of the Company’s subsidiary, Holdco.

The Company has excess management expenses of $8,525,000 (2023: $6,504,000) that are available for oset against future profits.

Adeferred tax asset of $2,131,000 (2023: $1,626,000) has not been recognised in respect of these losses as they will be recoverable

only to the extent that the Company has suicient future taxable profits.

Notes to the Financial Statements

For the year ended 31 December 2024

Financial Statements

Ecofin U.S. Renewables Infrastructure Trust PLC | 65

Notes to the Financial Statements

For the year ended 31 December 2024

10. Trade and Other Receivables

 As at

31 December

2024

$’000

As at

31 December

2023

$’000

Other receivables 54 5

Bank interest receivables 3 3

Total 57 8

11. Trade and Other Payables

 As at

31 December

2024

$’000

As at

31 December

2023

$’000

Accrued expenses 723 795

Total 723 795

12. Share Capital

Year ended 31 December

2024

Year ended 31 December

2023

 

Nominal

value

Nominal

value

Allotted, issued and fully paid: No. of Shares $ No. of Shares $

Opening balance 138,078,496 1,380,784.96 138,078,496 1,380,784.96

Closing balance 138,078,496 1,380,784.96 138,078,496 1,380,784.96

The Shares have attached to them full voting, dividend and capital distribution (including on winding-up) rights. They confer rights of

redemption.

The Company’s issued share capital at 31 December 2024 comprised 138,078,496 (31 December 2023: 138,078,496) Shares and this is

the total number of Shares with voting rights in the Company.

Financial Statements

66 | Ecofin U.S. Renewables Infrastructure Trust PLC

13. Dividends

(a) Dividends paid in the Year

The Company paid the following interim dividends during the year

 Year ended 31 December 2024



Cents per

Special

distributable

reserve

Revenue

reserve Total

 $’000 $’000 $’000

Quarter ended 31 December 2023 0.70c - 966 966

Quarter ended 31 March 2024 0.70c 702 264 966

Quarter ended 30 June 2024 - - - -

Quarter ended 30 September 2024 - - - -

Total 1.40c 702 1,230 1,932

The above dividends were partly paid out of special distributable reserves, in the amount of $702,000.

 Year ended 31 December 2023



Cents per

Special

distributable

reserve

Revenue

reserve Total

 $’000 $’000 $’000

Quarter ended 31 December 2022 1.40c - 1,933 1,933

Quarter ended 31 March 2023 1.40c - 1,933 1,933

Quarter ended 30 June 2023 0.70c - 967 967

Quarter ended 30 September 2023 0.70c - 967 967

Total 4.20c – 5,800 5,800

The above dividends were all paid out of revenue reserves.

Notes to the Financial Statements

For the year ended 31 December 2024

Financial Statements

Ecofin U.S. Renewables Infrastructure Trust PLC | 67

(b) Dividends paid and payable in respect of the financial year

The dividends paid and payable in respect of the financial years are the basis on which the requirements of s1158-s1159 of the

Corporation Tax Act 2010 are considered.

 Year ended 31 December 2024



Cents per

Special

distributable

reserve

Revenue

reserve Total

 $’000 $’000 $’000

Quarter ended 31 March 2024 0.70c 702 264 966

Quarter ended 30 June 2024 - - - -

Quarter ended 30 September 2024 - - - -

Quarter ended 31 December 2024 - - - -

Total 0.70c 702 264 966

 Year ended 31 December 2023



Cents per

Special

distributable

reserve

Revenue

reserve Total

 $’000 $’000 $’000

Quarter ended 31 March 2023 1.40c - 1,933 1,933

Quarter ended 30 June 2023 0.70c - 967 967

Quarter ended 30 September 2023 0.70c - 967 967

Quarter ended 31 December 2023 0.70c - 967 967

Total 3.50c - 4,834 4,834

14. Reserves

The Company’s Articles of Association permit dividend distributions out of realised profits.

Share premium is a non distributable reserve and represents the amount by which the fair value of the consideration received from

shares issued exceeds the nominal value of the shares issued.

The special distributable reserve arose following the cancellation of the balance on the share premium account in 2021. As a result,

this became a distributable reserve and may be used to repurchase the Company’s own Shares or distributed as dividends.

The capital reserve comprises realised and unrealised gains and losses on investments and foreign currency. As a result of the

disposal of the DG portfolio in March, this proportion of the fair value movement is considered realised and non-distributable.

The revenue reserve may be distributed as dividends or used to repurchase the Company’s own shares.

Notes to the Financial Statements

For the year ended 31 December 2024

Financial Statements

68 | Ecofin U.S. Renewables Infrastructure Trust PLC

15. Net Assets Per Share

Net assets per Share are based on $61,746,000 (2023: $117,659,000) of net assets of the Company as at 31 December 2024 attributable to

the 138,078,496 Shares in issue as at the same date (2023: 138,078,496).

16. Related Party Transactions

Investment Manager

Fees payable to the Investment Manager by the Company under the IMA are shown in the Statement of Comprehensive Income. As at

31December 2024, the fee outstanding but not yet paid to the Investment Manager was $380,000 (2023: $297,000).

As at 31 December 2024, the Investment Manager’s total holding of Shares in the Company was 8,780,378 (31 December 2023: 8,780,378).

Directors

The Company is governed by a Board of Directors, all of whom are non-executive, and it has no employees. During the year Louisa

Vincent left the Company on 31 October 2024 and Brett Miller joined on 11 July 2024. Subsequent to year end Patrick O’Donnell

Bourke left the Company on 14 January 2025 and Brett Miller was appointed the Chair on the same date.

Each of the Directors is entitled to receive a fee from the Company at such rate as may be determined in accordance with the

Articles. During the year under review, each Director received a fee payable by the Company at the rate of £40,000 per annum.

The Chairman of the Board receives an additional £10,000 per annum. The Chair of the Audit Committee, the Chair of the

Management Engagement Committee and the Chair of the Risk Committee each receive an additional £6,000 per annum. Since

12August 2024, Mr Miller has received additional consultancy fees of £12,500 per month to compensate him for the time he has

spent expediting and negotiating the sale of the Company’s assets, liaising with shareholders and researching and liaising with

others on a change in the Investment Manager.

The aggregate remuneration and benefits in kind of the Directors in respect of the Company’s accounting year ended 31 December

2024 which were paid out of the assets of the Company were $239,000 (2023: $235,150). The Directors are also entitled to the

reimbursement of out-of-pocket expenses incurred in the proper performance of their duties.

The Directors had the following shareholdings in the Company, all of which were beneficially owned.

There are no outstanding Directors’ fees at year end (2023: nil).

Notes to the Financial Statements

For the year ended 31 December 2024

Financial Statements

Ecofin U.S. Renewables Infrastructure Trust PLC | 69

Directors’ holdings



Share holding

for the year ended

31 December 2024

Share holding

for the year ended

31 December 2023

Brett Miller

nil n/a

Patrick O’Donnell Bourke 104,436 104,436

David Fletcher 64,553 62,894

Tammy Richards 25,000 25,000

Louisa Vincent

n/a 36,076

Brett Miller was appointed to the Board on 11 July 2024.

Louisa Vincent resigned from the Board on 31 October 2024.

17. Financial Risk Management

The Investment Manager, AIFM and the Administrator report to the Board on a quarterly basis and provide information to the Board

which allows it to monitor and manage financial risks relating to the Company’s operations. The Company’s activities expose it to

a variety of financial risks: market risk (including price risk, interest rate risk and foreign currency risk), credit risk and liquidity risk.

These risks are monitored and managed by the AIFM. Each risk and its management is summarised below.

(i) Currency Risk

Foreign currency risk is defined as the risk that the fair values of future cash flows will fluctuate because of changes in foreign

exchange rates. Based on current operations, the Company’s financial assets and liabilities are denominated in U.S. dollars and

substantially all of its revenues and expenses are in U.S. dollars, the Directors do not expect frequent transactions in foreign

currencies and therefore currency risk is considered to be low and no sensitivity to currency risk is presented.

Notes to the Financial Statements

For the year ended 31 December 2024

Financial Statements

70 | Ecofin U.S. Renewables Infrastructure Trust PLC

(ii) Interest Rate Risk

The Company’s interest rate risk on interest bearing financial assets is limited to interest earned on money market cash deposits. The

Board considers that, as project level debt bears interest at fixed rates, they do not carry any interest rate risk.

The Company’s interest and non-interest bearing assets and liabilities as at 31 December 2024 are summarised below:

31 December 2024



Interest bearing

$’000

Non-interest

bearing

$’000

Total

$’000

Assets

Cash and cash equivalents 828 - 828

Trade and other receivables - 57 57

Investments at fair value through profit or loss - 61,594 61,594

Total assets 828 61,651 62,479

Liabilities

Trade and other payables - (723) (723)

Total liabilities - (723) (723)

31 December 2023



Interest bearing

$’000

Non-interest

bearing

$’000

Total

$’000

Assets

Cash and cash equivalents 1,648 - 1,648

Trade and other receivables - 8 8

Investments at fair value through profit or loss - 116,798 116,798

Total assets 1,648 116,806 118,454

Liabilities

Trade and other payables - (795) (795)

Total liabilities - (795) (795)

The money market cash deposits and bank accounts included within cash and cash equivalents bear interest at low or zero interest

rates and therefore movements in interest rates will not materially aect the Company’s income and as such a sensitivity analysis is

not necessary.

The Company’s subsidiary, Holdco, has interest rate risk through the RCF and through certain SPVs’ project level loans which are

priced by reference to SOFR plus a margin. The total exposure to debt through Holdco at 31 December 2024 was $91.5 million

(2023:$75.8 million). An increase or decrease in interest rates of 0.5% would impact the net asset value of Holdco and the Company

by $457,500 (2023: $379,000) negatively or positively respectively. The Company’s RCF was repaid post year-end following the sale

of the DG Solar assets.

Changes in interest rates can aect the discount rates used. The sensitivity of the investment valuation to changes in discount rate is

disclosed in note 4.

Notes to the Financial Statements

For the year ended 31 December 2024

Financial Statements

Ecofin U.S. Renewables Infrastructure Trust PLC | 71

(iii) Price Risk

Price risk is defined as the risk that the fair value of a financial instrument held by the Company will fluctuate. As at 31 December

2024, the Company held one investment, being its shareholding in Holdco, which is measured at fair value. The value of the

underlying renewable energy investments held by Holdco varies according to a number of factors, including discount rate, asset

performance, solar irradiation, wind speeds, operating expenses and forecast power prices. The sensitivity of the investment

valuation, due to changes to key assumptions valued on an asset by asset basis, is shown in note 4. The sensitivity shows the impact

on the NAV, however, the impact on the profit and loss is the same. This does not consider price risk associated with the valuation

of the portfolio as a whole. A 30% (decrease)/increase in the valuation of the investment portfolio as a whole would have a $18.5m

(2023: $35.3 million) negative or positive impact on the NAV respectively.

As the Company moved into Managed Wind Down, the ultimate determinant of values will be what willing buyers are prepared to

pay for the Company’s remaining assets.

(iv) Credit Risk

Credit risk is the risk of loss due to the failure of a borrower or counterparty to fulfil its contractual obligations. The Company is exposed to

credit risk in respect of trade and other receivables and cash at bank.

The Company’s credit risk exposure as at 31 December is summarised below:



As at

31 December 2024

$’000

As at

31 December 2023

$’000

Cash and cash equivalents  828 1,648

Trade and other receivables  57 8

Total  885 1,656

Cash and cash equivalents are held with U.S. Bank whose Standard & Poor’s credit rating is AA-. The Company’s credit risk exposure is

minimised by dealing with financial institutions with investment grade credit ratings. No balances are past due or impaired.

Liquidity Risk

Liquidity risk is the risk that the Company may not be able to meet a demand for cash or fund an obligation when due. The Investment

Manager and the Board continuously monitor forecast and actual cashflows from operating, financing and investing activities to consider

payment of dividends, repayment of the Company’s debt or further investing activities.

Notes to the Financial Statements

For the year ended 31 December 2024

Financial Statements

72 | Ecofin U.S. Renewables Infrastructure Trust PLC

The following tables detail the Company’s expected maturity for its financial assets (excluding the equity investment in Holdco) and

liabilities together with the contractual undiscounted cash flow amounts:

Less than 1 year

$’000

As at 31 December

2024

Total

$’000

Assets

Cash and cash equivalents 828 828

Trade and other receivables 57 57

Liabilities

Trade and other payables (723) (723)

Net financial assets 162 162

Less than 1 year

$’000

As at 31 December

2023

Total

$’000

Assets

Cash and cash equivalents 1,648 1,648

Trade and other receivables 8 8

Liabilities

Trade and other payables (795) (795)

Net financial assets 861 861

Capital management

The Company considers its capital to comprise Share capital, distributable reserves and retained earnings. The Company is not subject

to any externally imposed capital requirements. The Company’s share capital and reserves are shown in the Statement of Financial

Position at a total of $61,746,000 (2023: $117,659,000).

The Company’s primary capital management objectives are to ensure the sustainability of its capital to support continuing operations,

meet its financial obligations and allow for growth opportunities. Generally, acquisitions are anticipated to be funded with a combination

of current cash, borrowings and equity.

Notes to the Financial Statements

For the year ended 31 December 2024

Financial Statements

Ecofin U.S. Renewables Infrastructure Trust PLC | 73

18. Unconsolidated Subsidiaries and Associates

The following table shows subsidiaries and associates of the Company. As the Company is regarded as an Investment Entity as

referred to in note 2, these subsidiaries and associates have not been consolidated in the preparation of the financial statements. The

ultimate parent undertaking is Ecofin U.S. Renewables Infrastructure Trust PLC.

Name

Ownership

Interest Investment Category

Country of

incorporation Registered address

RNEW Holdco, LLC 100% Holdco Subsidiary entity, owns RNEW Blocker, LLC United States 1209 Orange Street,

Wilmington, DE 19801

RNEW Blocker, LLC 100% Holdco Subsidiary entity, owns RNEW Capital, LLC United States 1209 Orange Street,

Wilmington, DE 19801

RNEW Capital, LLC 100% Holdco Subsidiary entity, owns underlying SPV Entities United States 1209 Orange Street,

Wilmington, DE 19801

TC Renewable Holdco I, LLC 100% Holdco Subsidiary entity, owns CD Global Solar CA Beacon 2 Borrower, LLC

and CD Global Solar CA Beacon 5 Borrower, LLC

United States 1209 Orange Street,

Wilmington, DE 19801

TC Renewable Holdco II, LLC 100% Holdco Subsidiary entity, owns TCA IBKR 2020 Holdco, LLC and TCA IBKR

2021 Holdco

United States 1209 Orange Street,

Wilmington, DE 19801

TC Renewable Holdco III, LLC 100% Holdco Subsidiary entity, owns UCCT Solar Group, LLC, Milford Industrial

Solar, LLC, SED Three, LLC, SED Four, LLC, and Solar Energy Partners 1, LLC

United States 1209 Orange Street,

Wilmington, DE 19801

TC Renewable Holdco IV, LLC 100% Subsidiary entity United States 1209 Orange Street,

Wilmington, DE 19801

TC Renewable Holdco V, LLC 100% Holdco Subsidiary entity, owns Echo Solar 2022 Holdco, LLC United States 1209 Orange Street,

Wilmington, DE 19801

TC Renewable Holdco VI, LLC 100% Holdco Subsidiary entity, owns ESNJ-CB-DELRAN, LLC United States 1209 Orange Street,

Wilmington, DE 19801

TC Renewable Holdco VII, LLC 100% Holdco Subsidiary entity, owns Whirlwind Energy, LLC United States 1209 Orange Street,

Wilmington, DE 19801

TCA IBKR 2020 Holdco, LLC 100%

Holdco Subsidiary entity, owns Ellis Road Solar, LLC and Oliver Solar 1, LLC United States 1209 Orange Street,

Wilmington, DE 19801

TCA IBKR 2021 Holdco, LLC 100%

Holdco Subsidiary entity, owns ESNJ-BL-SKILLMAN, LLC United States 1209 Orange Street,

Wilmington, DE 19801

Echo Solar 2022 Holdco, LLC 100%

Holdco Subsidiary entity, owns Westside Solar Partners, LLC, Monroe

Solar Partners, LLC, Heimlich Solar Partners, LLC, Small Mouth Bass Solar

Partners, LLC, Hemings Solar Partners, LLC and Randolf Solar Partners, LLC

United States 1209 Orange Street,

Wilmington, DE 19801

CD Global Solar CA Beacon 2

Borrower, LLC

49.5%

Subsidiary entity, owns investment in Beacon 2 United States 1209 Orange Street,

Wilmington, DE 19801

CD Global Solar CA Beacon 5

Borrower, LLC

49.5%

Subsidiary entity, owns investment in Beacon 5 United States 1209 Orange Street,

Wilmington, DE 19801

Ellis Road Solar, LLC 100%

Subsidiary entity, owns investment in Ellis Road Solar United States 1209 Orange Street,

Wilmington, DE 19801

Oliver Solar 1, LLC 100%

Subsidiary entity, owns investment in Oliver Solar United States 1209 Orange Street,

Wilmington, DE 19801

UCCT Solar, LLC 100% Subsidiary entity, owns one of the 52 solar investments in the SED Solar

Portfolio owned by TC Renewable Holdco III, LLC

United States 155 Federal Street, Suite 700,

Boston, MA 02110

Milford Industrial Solar, LLC 100% Subsidiary entity, owns two of the 52 solar investments in the SED Solar

Portfolio owned by TC Renewable Holdco III, LLC

United States 155 Federal Street, Suite 700,

Boston, MA 02110

SED Three, LLC 100% Subsidiary entity, owns 30 of the 52 solar investments in the SED Solar

Portfolio owned by TC Renewable Holdco III, LLC

United States 155 Federal Street, Suite 700,

Boston, MA 02110

SED Four, LLC 100% Subsidiary entity, owns six of the 52 solar investments in the SED Solar

Portfolio owned by TC Renewable Holdco III, LLC

United States 155 Federal St, Suite 700,

Boston, MA 02110

Solar Energy Partners 1, LLC 100% Subsidiary entity, owns 13 of the 52 solar investments in the SED Solar

Portfolio owned by TC Renewable Holdco III, LLC

United States 155 Federal Street, Suite 700,

Boston, MA 02110

ESNJ-BL-SKILLMAN, LLC 100%

Subsidiary entity, owns investment in Skillman Solar United States 100 Charles Ewing Blvd.,

Suite 160, Ewing, NJ 08628

Notes to the Financial Statements

For the year ended 31 December 2024

Financial Statements

74 | Ecofin U.S. Renewables Infrastructure Trust PLC

Notes to the Financial Statements

For the year ended 31 December 2024

Name

Ownership

Interest Investment Category

Country of

incorporation Registered address

Heimlich Solar Partners, LLC 100% Subsidiary entity, owns investment in Heimlich Solar United States 251 Little Falls Drive,

Wilmington, DE 19808

Small Mouth Bass Solar

Partners, LLC

100% Subsidiary entity, owns investment in Small Mouth Bass Solar United States 251 Little Falls Drive,

Wilmington, DE 19808

Hemings Solar Partners, LLC 100% Subsidiary entity, owns investment in Hemings Solar United States 251 Little Falls Drive,

Wilmington, DE 19808

Randolf Solar Partners, LLC 100% Subsidiary entity, owns investment in Randolf Solar United States 251 Little Falls Drive,

Wilmington, DE 19808

Westside Solar Partners, LLC 100%

Subsidiary entity, owns investment in Westside Solar United States 251 Little Falls Drive,

Wilmington, DE 19808

Monroe Solar Partners, LLC 100%

Subsidiary entity, owns investment in Monroe Solar United States 251 Little Falls Drive,

Wilmington, DE 19808

ESNJ-CB-DELRAN, LLC 100% Subsidiary entity, owns investment in Delran Solar United States 100 Charles Ewing Blvd.,

Suite 160, Ewing, NJ 08628

Whirlwind Energy LLC 100% Subsidiary entity, owns investment in Whirlwind United States 615 South Dupont Highway,

Dover, KY 19901

1 Represents percentage ownership of class B membership interest in the tax equity partnership.

19. Post Balance Sheet Events

Managed Wind down

On 14 January 2025, shareholders approved the Managed Wind-Down of the Company.

Change in Investment Management Agreement

On 21 January 2025, the Company announced that it had successfully renegotiated the management fee the Company pays to

Ecofin Advisers, LLC (“Ecofin”) under the Investment Management Agreement dated 11 November 2020. The changes are aimed at

better aligning the interests of Ecofin with shareholders’ interests. In respect of any quarter beginning 1 January 2025 onwards, the

management fee will be determined by the lower of the Company’s market capitalization or net asset value.

Investment Manager Served Notice

On 6 February 2025, the Investment Manager served notice on the Company. In accordance with the Investment Manager’s

agreement, they are required to serve 12-month notice, which would expire on 5 February 2026. The Board are considering their

options with regard to finding alternative management arrangements.

Sale of DG Solar Assets

On 11 March 2025, the Company completed on the sale of the Company’s DG Solar assets for approximately US$37.1million, US$22.9

million of that amount was used to repay the Company’s RCF.

Other Information

Ecofin U.S. Renewables Infrastructure Trust PLC | 75

In reporting financial information, the Company presents alternative performance measures, (“APMs”), which are not defined or

specified under the requirements of IFRS. The Company believes that these APMs, which are not considered to be a substitute for or

superior to IFRS measures, provide stakeholders with additional helpful information on the performance of the Company. The APMs

presented in this report are shown below:

Discount

The amount, expressed as a percentage, by which the Share price is less than NAV per Share.

 

As at

31 December

2024

As at

31 December

2023

NAV per Share (cents) a 44.7 85.2

Share price (cents) b 30.5 56.5

Discount (b÷a)-1 31.8% 33.7%

Total return

Total return is a measure of performance that includes both income and capital returns. It takes into account capital gains and the

assumed reinvestment of dividends paid out by the Company into its Shares on the ex-dividend date. The total return is shown below,

calculated on both a share price and NAV basis.

Year ended 31 December 2024 

Share price

(cents) NAV (cents)

Opening at 1 January 2024 a 56.5 85.2

Closing at 31 December 2024 b 30.5 44.7

Dividends paid during the Year c 0.7 0.7

Dividend/income adjustment factor

d 1.0032 1.004

Adjusted closing e = (b +c) x d e 31.3 45.6

Total return (e÷a)-1 -44.6% -46.5%

1 The dividend adjustment factor is calculated on the assumption that the dividends paid out by the Company are reinvested into the

shares of the Company at share price and NAV at the ex-dividend date.

Year ended 31 December 2023  (cents) NAV (cents)

Opening at 1 January 2023 a 83.3 94.3

Closing at 31 December 2023 b 56.5 85.2

Dividends paid during the Year c 4.2 4.2

Dividend/income adjustment factor

d 0.9875 0.9968

Adjusted closing e = (b +c) x d e 59.9 89.1

Total return (e÷a)-1 -28.0% -5.5%

Ongoing charges ratio

A measure, expressed as a percentage of average NAV, of the regular, recurring annual costs of running an investment company.

Year ended

31 December

2024

Year ended

31 December

2023

Average NAV ($’000) a 87,69 4 124,293

Annualised expenses ($’000) b 2,027 2,209

Ongoing charges (b÷a) 2.3% 1.78%

Alternative Performance Measures

Other Information

Sustainable investment

means an investment in an

economic activity that

contributes to an

environmental or social

objective, provided that the

investment does not

significantly harm any

environmental or social

objective and that the

investee companies follow

good governance practices.

The EU Taxonomy is a

classification system laid

down in Regulation (EU)

2020/852 establishing a list

of environmentally

sustainable economic

activities. That Regulation

does not lay down a list of

socially sustainable

economic activities.

Sustainable investments

with an environmental

objective might be aligned

with the Taxonomy or not..

Disclosure for Article 9 Funds

Periodic disclosure for the financial products referred to in Article 9, paragraphs 1 to 4a,

of Regulation (EU) 2019/2088 and Article 5, first paragraph, of Regulation (EU) 2020/852

Product name: Ecofin U.S. Renewables Infrastructure Trust plc (the “Company”)

Legal entity identifier: 2138004JUQUL9VKQWD21

To what extent was the sustainable investment objective of this

financial product met?

The sustainable investment objective of the Company is to accelerate the transition to net zero through its

investment portfolio, which consists of a diversified portfolio of mixed renewable energy and sustainable

infrastructure assets (“Renewable Assets”), primarily solar and wind assets, to help facilitate the transition

to a more sustainable future. These renewable energy assets directly contribute to climate change

mitigation. During the reference period, the Company contributed to combatting climate change by

investing in and operating Renewable Assets which reduce carbon and other greenhouse gas emissions,

address water scarcity issues and reduce pollution.

Sustainable investment objective

Did this financial product have a sustainable investment objective?

Yes

It made sustainable investments with an

environmental objective: %

in economic activities that qualify as

environmentally sustainable under EU

Taxonomy

in economic activities that do not

qualify as environmentally sustainable

under the EU Taxonomy

It promoted Environmental/Social (E/S)

characteristics and while it did not have

as its objective a sustainable investment,

it had a proportion of ___% of sustainable

investments

with an environmental objective in

economic activities that qualify as

environmentally sustainable under the

EU Taxonomy

with an environmental objective in

economic activities that do not qualify

as environmentally sustainable under

the EU Taxonomy

with a social objective

It made sustainable investments with a

social objective: %

It promoted E/S characteristics, but did not

make any sustainable investments

76 | Ecofin U.S. Renewables Infrastructure Trust PLC

Other Information

Sustainability

indicators measure

how the sustainable

objectives of this

financial product are

attained.

The portfolio delivered 279 GWh of clean electricity to its otakers during the reference period. Of the total,

solar assets generated 184GWh, and wind assets generated 95 GWh.

Additionally, the Company’s strategy and processes align with the U.N. Sustainable Development Goals,

and the analysis of ESG issues is integrated throughout the lifecycle of its investment activities.

How did the sustainability indicators perform?

1. Capital invested into Renewable Assets $134 million

2. GWh of renewable energy produced 279 GWh

* Based on information as at the balance sheet date, 31 December 2024

...and compared to previous periods?

1. Capital invested into Renewable Assets $134 million

2. GWh of renewable energy produced 238 GWh

* Based on information as at 31 December 2023

How did the sustainable investments not cause significant harm to any sustainable

investment objective

During the reference period, investments were screened as part of the ESG Risk Assessment described

below against areas that could significantly harm.

The Investment Manager’s Private Sustainable Infrastructure Investment Team (the “PSII Team”) has

developed a proprietary ESG risk assessment framework (“ESG Risk Assessment”) which is embedded in

its investment memoranda and systematically applied to all investment opportunities. The ESG Risk

Assessment incorporates the results of the PSII Team’s comprehensive due diligence including work

conducted by its third party advisors (independent engineering firms, legal counsel, and consultants).

The ESG Risk Assessment combines quantitative and qualitative data and is reviewed by Ecofin’s Private

Sustainable Infrastructure Investment Committee (the “PSIIC”) prior to authorising an investment and is

utilised on an ongoing basis as part of the risk management and operational practices throughout the life of

the investment. The PSII Team’s ESG integrated investment process culminates with an annual sustainability

report so that investors can measure the impact of Ecofin’s private sustainable infrastructure strategy.

Ecofin U.S. Renewables Infrastructure Trust PLC | 77

Other Information

How were the indicators for adverse impacts on sustainability factors taken into

account?

Investments were screened as part of the ESG Risk Assessment. Within the framework, the Company took

into account the following principal adverse impacts on sustainability factors, with respect to the

Company's asset class:

Environmental damage

• Decomissioning & Component Recycling: the Company and the Investment Manager recognise

that wind power and solar PV asset decommissioning and component recycling may impact on the

environmental objective relating to the transition to a circular economy. Decomissioning costs are built

into the model although none of the assets have yet reached this stage in their lifecycle.

• Biodiversity Loss: the Company's investments may also impact the environmental objective of protection

and restoration of biodiversity and ecosystems.

• Carbon Emissions: The manufacturing, transportation, and construction phase of Renewable Asset

development can be carbon intensive. The Company and the Investment Manager are collaborating with

industry peers to establish practices around identifying and quantifying these emissions.

Social and employee matters, respect for human rights

• Health and Safety of Workforce: Working on Renewable Assets can be hazardous and keeping people

safe is a priority of the Investment Manager. The Company could be exposed to reputational risk if

accidents were to occur and to the risk of increased insurance costs and operational downtime, which

would add to the costs of operating the assets.

• Community Relations: Investments may be exposed to project development delay risk or licence to

operate risk if they meet opposition from the community. Positive engagement with communities and

eorts to address community impact can mitigate these risks.

• Human Rights in Supply Chain: The supply chain of Renewable Assets could be subject to human rights

abuses that need to be monitored and mitigated.

Governance, anti-corruption and anti-bribery matters

• Anti-Bribery and Corruption: Risks associated with a project or asset achieving any permit, licence

or authorisation through undue process, for example, bribery and/or corruption. Appropriate KYC is

undertaken on service providers and investors.

• Conflict of interest risk: This risk could materialise at an individual, asset or portfolio level in the

acquisition and ongoing management of renewable investments and is mitigated to protect the interests

of investors.

Were sustainable investments aligned with the OECD Guidelines for Multinational Enterprises and the UN

Guiding Principles on Business and Human Rights? Details:

The Company predominantly targets investments in construction-ready and operating solar and wind

power generation assets which are held through Special Purpose Vehicles (SPVs), standalone legal

entities which typically do not have any employees or management teams. The SPVs typically outsource

all operations and management requirements to third parties, through long term contracts. During the

reference period, the Investment Manager conducted initial due diligence and ongoing monitoring of these

third parties to ensure their compliance with all applicable laws, rules, regulations, and overarching

principles in the countries where they operate. This covers anti-bribery and corruption, financial crime,

data protection and employment and health and safety laws (including those relating to human rights,

human traicking, modern slavery, and public safety).

The list includes the

investments

constituting the

greatest proportion of

investments of the

financial product during

the reference period

which is: 1 Jan 2024–

31Dec 2024

78 | Ecofin U.S. Renewables Infrastructure Trust PLC

Other Information

How did this financial product consider principal adverse impacts on

sustainability factors?

The Investment Manager considers the principal adverse impacts (“PAIs”) of its investment decisions

within its ESG Risk Assessment, which combines quantitative and qualitative data and is reviewed by the

PSIIC prior to authorising an investment commitment and is utilised on an ongoing basis as part of the risk

management and operational practices throughout the life of the investment. Environmental criteria

consider how an investment performs as a steward of nature. Social criteria examine the investment’s

impact and relationships with employees, suppliers, customers, and the communities where it operates.

Governance deals with internal controls, business ethics, compliance and regulatory status associated

with each investment. The Investment Manager works with a range of external service providers to

manage the Company's portfolio of investments, for example construction managers, operations and

maintenance providers, and external asset managers. To address adverse impacts on a continuous basis,

the Investment Manager regularly reviews the Company’s material third-party service providers and seeks

to implement strategies to reduce any new adverse impacts in a timely manner.

What were the top investments of this financial product?

Largest investments* Sector** % Assets Country

TC Renewable Holdco VII, LLC (Whirlwind

Energy, LLC) Utilities 35.1% US

TC Renewable Holdco III, LLC (SED Portfolio) Utilities 16.9% US

* As of December 31, 2024. Excludes leverage and other liabilities.

** Based on GICS sector classification

What was the proportion of sustainability-related investments?

Information on the proportion of the Company held in sustainable investments during the reference period

is provided below.

What was the asset allocation?

#1 Sustainable: 98.8%* of the Company was held in sustainable investments with environmental

objectives during the period covered by the periodic report.

#2 Not sustainable: cash comprised the remaining 1.8%* of the Company’s investments during the

period covered by the periodic report.

* Based on information calculated using an average of four quarter-end calculations during the relevant period. Excludes

leverage and other liabilities.

Asset allocation

describes the share of

investments in specific

assets.

Principal adverse

impacts are the most

significant negative

impacts of investment

decisions on

sustainability factors

relating to

environmental, social

and employee matters,

respect for human

rights, anti‐corruption

and anti‐bribery

matters.

Ecofin U.S. Renewables Infrastructure Trust PLC | 79

Other Information

In which economic sectors were the investments made?

Utilities 98.2%

Cash 1.8%

* Based on GICS sector classification

** Based on information calculated using an average of four quarter-end calculations during the relevant period. Excludes

leverage and other liabilities.

To what extent were sustainable investments with an environmental

objective aligned with the EU Taxonomy?

N/A

The graphs below show in green the percentage of investments that were aligned with

the EU Taxonomy. As there is no appropriate methodology to determine the taxonomy-

alignment of sovereign bonds*, the first graph shows the Taxonomy alignment in

relation to all the investments of the financial product including sovereign bonds, while

the second graph shows the Taxonomy alignment only in relation to the investments of

the financial product other than sovereign bonds.

1. Taxonomy-alignment of investments

including sovereign bonds*

2. Taxonomy-alignment of investments

excluding sovereign bonds*

* For the purpose of these graphs, ‘sovereign bonds’ consist of all sovereign exposures

What was the share of investments made in transitional and enabling activities?

0% of the Company’s investments

How did the percentage of investments aligned with the EU Taxonomy compare

with previous reference periods?

N/A

Taxonomy-aligned

activities are expressed

as a share of:

- turnover reflecting

the share of revenue

from green activities

of investee

companies

- capital expenditure

(CapEx) showing the

green investments

made by investee

companies, e.g. for a

transition to a green

economy.

- operational

expenditure (OpEx)

reflecting green

operational activities

of investee

companies.

#1 Sustainable covers

sustainable investments

with environmental or

social objectives.

#2 Not sustainable

includes investments

which do not qualify as

sustainable investments.

Investments

#1 Sustainable Environmental Other

#2 Not sustainable

80 | Ecofin U.S. Renewables Infrastructure Trust PLC

Other Information

Enabling activities

directly enable other

activities to make a

substantial contribution

to an environmental

objective

Transitional activities

are economic

activities for which

low-carbon alternatives

are not yet available and

that have greenhouse

gas emission levels

corresponding to the

best performance.

What was the share of sustainable investments with an environmental

objective that were not aligned with the EU Taxonomy?

98.2%* of the Company’s investments were in sustainable investments with an environmental

objective that were not aligned with the EU Taxonomy.

* Based on information calculated using an average of four quarter-end calculations during the relevant period

Excludes leverage and other liabilities.

What was the share of socially sustainable investments?

0% of the Company’s investments

What investments were included under “not sustainable”, what was their

purpose and were there any minimum environmental or social safeguards?

Investments included under “not sustainable” comprised cash, which may be held as ancillary

liquidity or for risk balancing purposes.

What actions have been taken to attain the sustainable investment

objective during the reference period?

The portfolio delivered 279 GWh of clean electricity to its otakers during 2024. Of the total, solar assets

generated 184 GWh, and wind assets generated 95 GWh.

How did this financial product perform compared to the reference

sustainable benchmark

N/A

How did the reference benchmark dier from a broad market index?

N/A

How did this financial product perform with regard to the sustainability indicators to

determine the alignment of the reference benchmark with the sustainable investment

objective?

N/A

How did this financial product perform compared with the reference benchmark?

N/A

How did this financial product perform compared with the broad market index?

N/A

are sustainable

investments with an

environmental objective

that do not take into

account the criteria

for environmentally

sustainable economic

activities under the EU

Taxonomy.

Reference

benchmarks are

indexes to measure

whether the financial

product attains the

sustainable objective.

Ecofin U.S. Renewables Infrastructure Trust PLC | 81

Other Information

82 | Ecofin U.S. Renewables Infrastructure Trust PLC

“Act ” The Companies Act 2006

“Administrator” Apex Listed Companies Services (UK) Limited

“Admission” The date on which the Shares became listed on the premium listing category of the Oicial

List and traded on the Main Market (22 December 2020)

“AIC ” The Association of Investment Companies

“AIFM” Alternative Investment Fund Manager

“Annual General Meeting” or

“AGM”

A meeting held once a year which shareholders can attend and where they can vote on

resolutions to be put forward at the meeting and ask Directors questions about the Company.

“CO

e” Carbon dioxide equivalent

“COD” Commercial Operations Date

“construction phase” or

“inconstruction”

In relation to projects, means those projects which are in, or about to commence, construction

“Company” Ecofin U.S. Renewables Infrastructure Trust PLC

“CREST” Certificateless Registry for Electronic Share Transfer

“DCF” Discounted cash flow

“DTR” Disclosure Guidance and Transparency Rules

“development phase” or

“indevelopment”

In relation to projects, means those projects which are in a preconstruction phase

“Ecofin” Ecofin Investments, LLC, Ecofin Advisors, LLC, Ecofin Advisors Limited, collectively

“EIA” U.S. Energy Information Administration

“EPA” U.S. Environmental Protection Agency

“EPC” Engineering, procurement and construction

“ESG” Environmental, Social and Governance

“ESG Risk Assessment” Investment Manager’s proprietary ESG due diligence risk assessment framework

“FCA” Financial Conduct Authority

“FERC” Federal Energy Regulatory Commission

“FMV” Fair market value

“FRC” Financial Reporting Council

“GHG” Greenhouse gas

“Gross Assets” or “GAV” The aggregate value of all of the assets of the Company, valued in accordance with the

Company’s usual accounting policies

“GW” Unit of power abbreviation for Gigawatt

“GWh” Unit of energy usage abbreviation for Gigawatt-hour

“HMRC” His Majesty’s Revenue and Customs

“Holdco” RNEW Holdco LLC, 100% owned subsidiary of the Company

“IMA” Investment Management Agreement between the Company and the Investment Manager

“IPO” Initial Public Oering

“IPO Issue Price” US$1.00 per Share

“Investment Manager” Ecofin Advisors, LLC

“IPP” Independent power producer

“ISA” Individual Savings Account

“ITC” Investment tax credit, provided for in the U.S. Tax Code

“kW” Unit of power abbreviation for Kilowatt

“kWh” Unit of energy usage abbreviation for kiloWatt-hour

Glossary

Other Information

Ecofin U.S. Renewables Infrastructure Trust PLC | 83

“KYC” Know Your Customer

“LIBOR” London Interbank Oered Rate

“Liquid Securities” Investment grade bonds and exchange traded funds or similar

“LSE” London Stock Exchange

“MW” Unit of power abbreviation for Megawatt

“MWh” Unit of energy usage abbreviation for Megawatt-hour

“NAV” Net asset value

“Near cash instruments” Cash, cash equivalents, near cash instruments and money market instruments and treasury

notes

“O&M” Operations and Maintenance

“OCR” Ongoing charges ratio

“P10” Annual power production level that is predicted to be exceeded 10% of the time

“P50” Annual power production level that is predicted to be exceeded 50% of the time

“P75” Annual power production level that is predicted to be exceeded 75% of the time

“P90” Annual power production level that is predicted to be exceeded 90% of the time

“PTC” Production tax credit, provided for in the U.S. Tax Code

“PPA” Power purchase agreement or other revenue contract (e.g. a lease)

“RCF” Revolving Credit Facility

“Renewable Assets” Long-lived renewable energy and sustainable infrastructure assets

“RNEW” Ecofin U.S. Renewables Infrastructure Trust PLC

“RNEW Blocker” A subsidiary of Holdco

“SEC” Securities and Exchange Commission

“SEIA” Solar Energy Industries Association

“Shareholders” The holders of Shares

“Shares” Ordinary shares of the Company

“SOFR” Secured Overnight Financing Rate

“Solar assets” Solar energy assets

“Solar PV” Solar photovoltaic

“SPV” Special Purpose Vehicle

“SREC” Solar renewable energy credit

“TCFD” Task Force on Climate-Related Financial Disclosures

“UK Code” UK Corporate Governance Code

“Wind assets” Wind energy assets

Other Information

84 | Ecofin U.S. Renewables Infrastructure Trust PLC

Directors (all non-executive)

Brett Miller (Chair) - appointed to the Board on 11 July 2024 and

appointed Chair on 14 January 2025

Tammy Richards

David Fletcher

Patrick O’Donnell Bourke (resigned from the Board on

14January 2025)

Louisa Vincent (resigned from the Board on 31 October 2024)

Administrator and Company Secretary

Apex Listed Companies Services (UK) Limited

4th Floor

140 Aldersgate Street

London

EC1A 4HY

United Kingdom

Brokers

Stifel Nicolaus Europe Limited

150 Cheapside

London EC2V 6ET

United Kingdom

Solicitors

Norton Rose Fulbright LLP

3 More London Riverside

London SE1 2AQ

United Kingdom

Registrar

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol BS99 6AH

United Kingdom

Investment Manager and

Alternative Investment Fund Manager

Ecofin Advisors, LLC

6363 College Boulevard

Overland Park

Kansas 66211

United States

Auditor

BDO LLP

55 Baker Street

London W1U 7EU

United Kingdom

The Company is registered in England and Wales under

registration number 12809472.

The Company’s Registered Oice is located at:

4th Floor

140 Aldersgate Street

London EC1A 4HY

United Kingdom