Annual Report and
Accounts
For the year ended 31 December 2025
Ecofin U.S. Renewables
Infrastructure Trust PLC
Ecofin U.S. Renewables Infrastructure Trust plc | Annual Report and Accounts 2025
About the Company Contents
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 Oicial 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).
Self-Managed Alternative Investment Fund
RNEW is supported by Sustainability Partners Services, LLC
(“Sustainability Partners”) which was appointed as the Company’s
Infrastructure Business Service Provider on 6 May 2025 to provide
day-to-day operational support to the Company in relation to the
management of the Company’s business and assets (including
providing support to the Company’s other service providers in
relation to valuations and financial reporting).
Previously this role was undertaken by Ecofin Advisors, LLC
(“Ecofin”) who served notice on the Company in February 2025.
On 25 June 2025 the Financial Conduct Authority approved the
Company’s application to become a self-managed alternative
investment fund. The Company intends to remain self-managed
for the remainder of the wind-down process.
About the Company .........................................................Inside Front Cover
Strategic Report
Highlights ...................................................................................................................... 1
Portfolio .......................................................................................................................... 1
Our Business Model ............................................................................................. 2
Chair’s Statement ................................................................................................... 3
Operational Report Report ............................................................................... 7
Investment Objective and Investment Policy ....................................... 8
Risk Management ................................................................................................... 9
Business Review ................................................................................................... 12
Key Performance Indicators .......................................................................... 12
Section 172 Statement ....................................................................................... 14
Other information ................................................................................................. 16
Governance
Directors’ Report ................................................................................................... 17
Corporate Governance Statement ............................................................ 21
Directors’ Remuneration Report ................................................................ 26
Directors’ Remuneration Policy .................................................................. 26
Report of the Audit Committee .................................................................. 29
Report of the Risk Committee .................................................................... 32
Report of the Management Engagement Committee ................. 33
Statement of Directors’ Responsibilities ............................................... 34
Independent Auditor’s Report ..................................................................... 35
Financial Statements
Statement of Comprehensive Income ................................................... 41
Statement of Financial Position ................................................................. 42
Statement of Changes in Equity ................................................................ 43
Statement of Cash Flows ................................................................................ 44
Notes to the Financial Statements .......................................................... 45
Other Information
Alternative Performance Measures ......................................................... 62
Disclosure for Article 9 Funds (unaudited) ......................................... 63
Glossary ..................................................................................................................... 68
Company Information ....................................................................................... 70
For more information please visit the Company’s web pages at
https://rnewfund.com/
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Ecofin U.S. Renewables Infrastructure Trust PLC | 1
Highlights
Financial
As at 31 December 2025
Net Asset Value (“NAV”) per share NAV Share price
37.6 cents
28.0 pence
1
US$51.9 million
£38.5 million
1
20.2 cents
2
15.0 pence
2
Year ended 31 December 2025 (“Year”)
NAV total return Share price total return Dividends per share declared
(15.7)%
3
(33.8)%
3
0.0 cents
Operational
Weighted average remaining term of
revenue contracts
Assets Clean energy generated in 2025
17 years
5
2 187.5 GWh
4
Portfolio generating capacity
53.40 MW
4
Figures reported either as at the referenced date or over the year ended 31 December 2025. All references to cents and dollars (US$) are to the currency of
the U.S. unless stated otherwise.
1. 31 December 2025 exchange rate of £0.7434 = US$1.00
2. RNEW LSE closing price as at 31 December 2025
3. 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 62.
4. Represents the Company’s share of portfolio generating capacity.
5. The remaining contract terms are 17 years for Beacons 2 and 5.
Portfolio
Investment
Name Sector
Capacity
(MW)
1
Number of
assets State Ownership
2
Phase
Acquisition
Status
Remaining
revenue
contract term
(years)
3
Beacon 2 Utility-Scale
Solar
29.5 1 California 49.5% Operational Completed
Feb. 2021
17
Beacon 5 Utility-Scale
Solar
23.9 1 California 49.5% Operational Completed
Feb. 2021
17
Total
3
53.40 2 17
1. Capacity reflects RNEW’s proportionate ownership interest in the assets.
2. Cash equity ownership.
3. Average remaining revenue contract term (years).
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2 | Ecofin U.S. Renewables Infrastructure Trust PLC
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 does not have any employees and outsources
its activities to third party service providers, including the
Infrastructure Business Services Provider 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. Net proceeds from the
sale of the Company’s assets will be used to repay the Company’s
debt. Following the closing of the DG Solar sale, the Company’s
Revolving Credit Facility was fully repaid during the year.
The Company has a 31 December financial year end and announces
half-year results in September and full-year results in April.
Management of the Company
The Company has a board of three non-executive Directors,
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 Infrastructure Business
Services Provider 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.
RNEW is supported by Sustainability Partners Services, LLC
(“Sustainability Partners”) which was appointed as the Company’s
Infrastructure Business Service Provider on 6 May 2025 to provide
day-to-day operational support to the Company in relation to the
management of the Company’s business and assets (including
providing support to the Company’s other service providers in
relation to valuations and financial reporting).
Previously this role was undertaken by Ecofin Advisors, LLC
(“Ecofin”) who served notice on the Company in February 2025
and their appointment was terminated on 6 May 2025.
On 25 June 2025 the Financial Conduct Authority approved the
Company’s application to become a self-managed alternative
investment fund. The Company intends to remain self-managed
for the remainder of the wind-down process. 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.
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Ecofin U.S. Renewables Infrastructure Trust PLC | 3
Chair’s Statement
Introduction
I am pleased to provide Shareholders with my annual chair’s
statement, covering the year from 1 January 2025 to 31 December
2025 (the “Year”).
On 14 January 2025, Shareholders formally approved the adoption
of the new investment policy and the Board is in the process of
implementing the Managed Wind Down. 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 Year under review has seen the Board make significant
progress in implementing the managed wind down of the
Company.
Progress on the Managed Wind Down
(a) DG Solar Sale
The first sale of assets, which was announced on 13 December
2024, comprised the sale of the distributed solar assets of the
Company, whereby 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 was the first sale to be
concluded as part of the Managed Wind Down and this transaction
completed on 10 March 2025. 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 and Purchase Agreement (”SPA”) and as described in the
circular to Shareholders dated 23 December 2024 (the “Circular”).
This included 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. After the net working capital true-up, escrow was
returned to the buyer along with a payment of US$299,000. The net
proceeds of the Disposal were used in part to make a mandatory
prepayment of approximately US$22.9 million in respect of the
Seller’s revolving credit facility (the “RCF”). After giving eect to
such prepayment, the amount drawn on the RCF was reduced to
nil. The total available commitment of the two RCF tranches was
reduced following such prepayment to a total of US$10 million,
reflecting the Group’s lower borrowing base after the sale of the
DG Portfolio.
(b) Whirlwind sale
On 31 October 2025, the Company announced that it had signed
a letter of intent, (the “Proposal”) for the sale of Whirlwind, its 59.8
MW wind project in Texas (the “Project”) and this transaction
closed on 30 December 2025, just prior to the Year end. The buyer
was Buho Infrastructure, LLC.
The total consideration payable to RNEW Capital, LLC (an indirect
wholly-owned subsidiary of the Company) (the Seller) consists of:
■ US$12.0 million which was received at closing (the “Closing
Payment”), plus
■ an “Escrow Holdback” of US$11.0 million, which has been placed
into an interest-bearing escrow (the “Escrow”). The escrow
serves as a security for the resolution of the interconnection
stability curtailment issue (the “Stability Issue”) which is
limiting the Project’s operational capacity. The Escrow Holdback
is sized assuming the current 32.2MW of curtailment at an
initial value of US$341,615 per MW of curtailed capacity (“Initial
Escrow Value”).
Full Release: All escrowed funds are released to the Seller upon
the full lifting of the Project’s operational curtailment and Project
can operate consistently at full nameplate capacity, confirming the
resolution of the Stability Issue.
Partial Release: If there is a partial lifting of the Project’s
operational curtailment then escrow funds proportional to the
MWs of curtailment lifted multiplied by the Remaining Value as per
the table below will be released from Escrow to the Seller.
Initial Escrow Value
Monthly Reduction
Rate (US$/MW)
US$341,615/MW
Remaining Value
(US$/MW)
1 Jan 2026 (13,199) 328,416
1 Feb 2026 (13,199) 315,217
1 Mar 2026 (13,199) 302,019
1 Apr 2026 (23,913) 278,106
1 May 2026 (23,913) 254,193
1 Jun 2026 (23,913) 230,280
1 Jul 2026 (32,609) 197,67 1
1 Aug 2026 (32,609) 165,062
1 Sep 2026 (32,609) 132,453
1 Oct 2026 (44,909) 88,354
1 Nov 2026 (44,909) 44,255
1 Dec 2026 (44,255) –
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4 | Ecofin U.S. Renewables Infrastructure Trust PLC
Monthly Reduction: Beginning 1 January 2026 and on the 1st of
every successive month, funds will be forfeited from Escrow to
the Buyer for every MW still under curtailment, compensating for
the reduced asset value. The monthly reduction amount forfeited
from Escrow to Buyer will be equal to the Monthly Reduction Rate
shown in the table multiplied by the MWs under curtailment at that
time. For example, if on 1 March 2026 the curtailment is 10MW,
then US$131,990 (US$13,199/MW x 10MW) will be forfeited from
Escrow to Buyer.
As at the date hereof, the curtailment has not been lifted and
US$1,620,000 has so far been forfeited to the Buyer from the
Escrow Holdback.
Final Deadline: Any remaining Escrow balance is forfeited to the
Buyer if the Stability Issue is not resolved by 1 December 2026.
plus
■ a “Repowering Earnout” of up to US$7.0 million :US$269,230
shall be payable for each eligible unit that is repowered and
placed in service by 31 December 2027, provided such unit
qualifies for the Production Tax Credit (“PTC”). Based on the 26
qualifying units in the Project, the total Repowering Earnout is
up to US$7,000,000.
Investment manager and management
arrangements
On 7 February 2025, Ecofin Advisors, LLC (“Ecofin”), had given
notice of termination of the Investment Management Agreement.
On 6 May 2025, and following Ecofin having served notice of
termination on 7 February 2025, the Company announced new
management arrangements as follows:
■ Self Management: On 6 May 2025 it was announced that the
Company had applied to the FCA to become registered as a self-
managed alternative investment fund. Subject to FCA approval,
the Company intended that it will remain self-managed for the
remainder of its wind-down process. The Company also agreed
with Ecofin that the AIFM Agreement will be terminated with
eect from the date of the FCA’s approval of the Company’s
application (the “Eective Date”). Ecofin agreed to waive all fees
payable to it by the Company pursuant to the AIFM Agreement
between the 6 May 2025 and the Eective Date. Upon the early
termination of Ecofin’s appointment on the Eective Date, Ecofin
agreed to pay the Company the sum of US$100,000. On 25 June
2025 the FCA approved the Company’s application to become
a self managed alternative investment fund. The Company now
carries out the functions previously carried out by the AIFM,
Ecofin.
■ Infrastructure business services agreement: On 6 May 2025,
the Company announced the appointment of Sustainability
Partners Services, to provide day-to-day operational support to
the Company in relation to the management of the Company’s
business and assets (including providing support to the
Company’s other service providers in relation to valuations and
financial reporting). Nancy Johnson, previously the VP, Finance
and Asset Management at Ecofin had accepted a new role with
Sustainability Partners as Chief Financial Oicer and would
continue to oversee the management of the assets thus providing
the continuity required for a seamless transition. Pursuant to
the agreement with Sustainability Partners (the “Infrastructure
Business Services Agreement”), the Company agreed to pay
Sustainability Partners a one-o setup fee of US$50,000 and an
ongoing annual services fee equal to the lesser of one per cent.
of the market value of the Company’s ordinary shares or the
Company’s Net Asset Value, subject to a minimum annual fee of
US$325,000. Subject to limited immediate rights of termination
(including on the insolvency of the Company or Sustainability
Partners), the Infrastructure Business Services Agreement may
be terminated on twelve months’ written notice.
■ Apex Listed Company Services UK Limited remains the
Administrator and Company Secretary for the Company.
Operational update
Following the sales mentioned above, the Company’s sole
remaining renewable energy assets comprise the Beacon 2 and
5 solar farms. A separate Operational Report from Sustainability
Partners can be found on page 7.
Performance, NAV and Valuation:
The NAV total return per Ordinary Share was (15.7)% for the year
ended 31 December 2025. Other key metrics were:
For the year ended 31 December 2025, the Group has reported a
combined loss after tax of US$9.8 million, compared to a combined
loss after tax of US$53.97 million for the year ended 31December
2024.
The NAV as at 31 December 2025 was US$51.9 million (equating to
37.6 cents per Ordinary Share) (31 December 2024: US$61.7 million
equating to 44.7 cents per Ordinary Share), a decrease of 15.9%,
principally as the result of the sale of the DG Solar assets in March
2025 and Whirlwind assets in December 2025 in accordance with
the Managed Wind Down. In addition, the independent valuation
of Beacon 2 and 5 remained broadly consistent with the prior year
and did not result in a material change in NAV.
In sterling terms, the Ordinary Share NAV at 31 December 2025 was
£38.5 million (28.0p per Ordinary Share) compared to £45.9 million
(33.2 per Ordinary Share) as at 31 December 2024.
The portfolio valuation of the remaining assets after the sale of
the DG Solar and Whirlwind assets as at 31 December 2025 was
provided by an independent valuation firm, Kroll, LLC, independent
provider of financial and risk advisory solutions.
Fair value of the Beacon asset was derived using an income
approach (DCF methodology) given the sale process had stalled
and there were no additional bids, which follows IPEV Guidelines.
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
Strategic Report
Ecofin U.S. Renewables Infrastructure Trust PLC | 5
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.
The blended weighted average pre-tax discount rate used at
31 December 2025 was 7.9% (31 December 2024: 8.4% blended).
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. Sustainability Partners 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 is in Managed
Wind Down, the ultimate determinant of values will be what willing
buyers are prepared to pay for the Company’s remaining assets.
Financing and gearing
As discussed above, following the DG Solar Sale, the RCF was fully
repaid and the Group had no debt at holding company level and
hence gearing was nil as at 31 December 2025.
The Company had non-recourse project-level debt of approximately
US$43.5 million secured on the Beacon 2 and Beacon 5 projects,
maturing on 30 June 2026.
Subsequent to year end, the Company progressed a refinancing
of the Beacon 2 and Beacon 5 project-level debt, together with
the buyout of the remaining tax equity investor interests in the
projects. The transactions are scheduled to close around end of
April 2026, subject to customary closing conditions.
In connection with the tax equity buyout, the Company expects to
acquire the remaining interests held by the tax equity investor in
Beacon 2 and Beacon 5. The aggregate purchase price is expected
to be approximately US$4.2 million, comprising approximately
US$2.2 million for Beacon 2 and US$2.0 million for Beacon 5.
Following completion, the tax equity investor will cease to be a
member of the project holding entities.
Based on the current refinancing model, the new funded term
loan facilities are expected to total approximately US$84.1 million,
comprising approximately US$46.6 million for Beacon 2 and
US$37.5 million for Beacon 5. Proceeds are expected to be used to
repay existing project-level indebtedness and related transaction
costs.
Upon completion, the refinancing is expected to extend the
maturity profile of the project-level debt and simplify the ownership
structure of Beacon 2 and Beacon 5.
Group Cash Position at 31 December 2025
The Group cash position amounted to US$23,696,000
(2024: US$14,840,000) at 31 December 2025. These amounts
include cash and cash equivalents at Holdco companies.
Dividends
During 2025, no dividends were declared. The Board’s focus going
forward will be to realise the remaining assets and, in due course,
return capital to Shareholders. Dividends will be restricted to such
amount, if any, as required to maintain Investment Trust status.
Returning Capital to Shareholders
As announced on 26 February 2026, as realisations of the
Company’s assets occur, the Board believes it would be prudent
to have a method for returning available capital amounts to
Shareholders to the extent possible.
After due consideration, the Board believes that one of the fairest
and most efficient ways of returning cash to Shareholders is by
adopting a B Share Scheme whereby the Company will be able to
issue redeemable B Shares to Shareholders and to redeem them
on each Redemption Date without further action being required
by Shareholders.
At the General Meeting held on 7 April 2026, the Shareholders
approved the adoption of the B Share scheme. The quantum of B
Share Returns of Capital to Shareholders will be capped at half the
amount of the Company’s distributable profit. At the date of this
report, that is approximately US$20 million. The timing of B Share
Returns of Capital are at the discretion of the Board, which will
announce details of each B Share Return of Capital, including the
relevant Record Date, Redemption Price and Redemption Date,
through an RIS Announcement.
The adoption of a B Share Scheme will not limit the ability of
the Company to return cash to Shareholders by using other
mechanisms and the Board will continue to review its eiciency
over time.
Board
I joined the Board in July 2024, becoming Chair on 14 January 2025
when Patrick O’Donnell Bourke stepped down. Tammy Richards
resigned from the Board on 26 June 2025.
On 8 December 2025 Nancy Johnson was appointed as a director
of the Company, having parted ways with Sustainability Partners.
The Board currently comprises three directors who together have
a good balance of sector, investment trust and wider financial
investment experience.
Subsequent Events
■ On 22 January the Company announced the appointment
of Canaccord Genuity Limited to act as the Company’s sole
corporate broker.
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6 | Ecofin U.S. Renewables Infrastructure Trust PLC
■ On 26 February 2026, the Company published details of the
proposed B Share scheme, a mechanism by which capital could
be returned to Shareholders.
■ On 7 April 2026 at a General Meeting of the Company, the
Shareholders approved the B Share scheme.
■ The Company progressed a refinancing of the Beacon 2 and
Beacon 5 project-level debt, together with the buyout of the
remaining tax equity investor interests in the projects.
Outlook
The exact outcome of the Whirlwind sale is not known at the
date of this report. To date the Company received a payment of
US$12m at closing but significant sums of US$9.38 million are still
subject to the Escrow Holdback, the release of which is dependent
on curtailment being lifted by ERCOT. In addition, there is the
possibility of an earn out of up to US$7m, details of which are
described above. The outcome of both the Escrow Holdback and
the Earn Out remain uncertain and unknown at this time.
The focus of the Company and the Board is to ensure an orderly
Managed Wind Down which as at the date of this report will
require the sale of the remaining assets, Beacon 2 and 5. However
the Company is not a forced seller at any price in the short term
and the Board will review 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 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 asset 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.
Annual General Meeting
We look forward to welcoming Shareholders at the Company’s
Annual General Meeting (“AGM”) to be held on 17 June 2026.
Brett Miller
Chair
29 April 2026
Strategic Report
Ecofin U.S. Renewables Infrastructure Trust PLC | 7
Operational Report
for the twelve months ended December 2025
RNEW is supported by Sustainability Partners which was
appointed as the Company’s Infrastructure Business Service
Provider on 6 May 2025 to provide day-to-day operational
support to the Company in relation to the management of the
Company’s business and assets (including providing support to
the Company’s other service providers in relation to valuations and
financial reporting). Previously this role was undertaken by Ecofin
who served notice on the Company in February 2025. On 25 June
2025 the Financial Conduct Authority approved the Company’s
application to become a self-managed alternative investment
fund. The Company intends to remain self-managed for the
remainder of the wind-down process. During the twelve months
ended 31 December 2025, the portfolio generated 187.5 GWh of
clean energy, 2.9% below budget. The table below presents the
operating performance of assets held during the year, including
Whirlwind, which was sold on 30 December 2025.
Of the total, solar assets generated 98.9 GWh, 4.5% below budget
and wind assets generated 88.6 GWh, 1.0% below budget. The
portfolio’s 100% contracted revenue structure generated revenues
of $4.7 million for the Company in 2025. As at 31 December 2025,
RNEW’s portfolio had 100% of its revenue contracted with a
weighted average remaining term of 17.0 years. Approximately 99%
of the portfolio benefits from fixed-price revenues, with annual
escalators of 1-2%, through PPAs. These fixed price contracts
mitigate market price risk for the term of the contracts.
Cash flows were below budget primarily due to underperformance
of Beacon 2 and 5 and Whirlwind operating at a reduced capacity
during 2025.
Whirlwind
The Whirlwind Wind Farm has experienced ongoing operational
challenges this year and was operating at a reduced capacity
of 27.6MW during 2025 due to an oscillation issue encountered
when reconnecting to the Matador Substation. The Balance of
Plant manager, NAES, was working closely with Siemens Gamesa
to implement the required “weak grid settings” to mitigate the
oscillation and restore the facility to full output, subject to ERCOT
approval.
The sale of Whirlwind was completed as part of the managed
wind-down on 30 December 2025.
Beacon 2 and Beacon 5
The Beacon 2 and Beacon 5 solar assets also faced issues during
late 2025. Beacon 2 underperformed by 2.8%, mainly due to
issues with inverters. Beacon 5 underperformed by 6.6%, with
inverters also experiencing faults. Increased inverter downtime
was attributed to an insuicient spare parts inventory. This issue
was addressed with the O&M provider, NovaSource, and the asset
manager, Arevon, and a decision was made to transition away from
Arevon at the end of 2025.
The onboarding of the new asset manager, Radian Gen, was
completed in December 2025. Radian’s focus on establishing
and maintaining a robust spare parts inventory is expected
to significantly reduce inverter downtime and improve overall
production in 2026.
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 and there are also
proposals to extend the PPA.
Investment Name Sector State
Actual
(GWh)
Budget
(GWh)
GWh Above
(Below)
Budget
% Above
(Below)
Budget
Beacon 2 Utility-Scale Solar California 55.1 56.7 (1.6) (2.8%)
Beacon 5 Utility-Scale Solar California 43.8 46.9 (3.1) (6.6%)
Solar Subtotal 98.9 103.6 (4.7) (4.5%)
Whirlwind* Wind Texas 88.6 89.5 (0.9) (1.0%)
Wind Subtotal 88.6 89.5 (0.9) (1.0%)
Total 187.5 193.1 (5.6) (2.9%)
*Whirlwind was sold on 30 December 2025 and is included in the table above to present operating performance for the year ended 31 December 2025.
Strategic Report
8 | Ecofin U.S. Renewables Infrastructure Trust PLC
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-eectively 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 dierence 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 eective 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.
Strategic Report
Ecofin U.S. Renewables Infrastructure Trust PLC | 9
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 two remaining
investments.
Decreased The Company aims to sell output under
long-term otake arrangements with credit
worthy counterparties. As at the date of
this report, the portfolio benefited from a
weighted average revenue contract term
of 17 years. 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 aected
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 otake
arrangements are subject to indexation.
Discount rates are reviewed regularly by
the Board, and on a semi-annual basis by
the Independent Valuer.
Medium
Managed
Wind-Down
With eect 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
remaining assets at attractive prices and in
a timely manner.
No change On 11 March 2025 and 31 December 2025,
the Company announced the completion of
its sale of its DG Solar assets and Whirlwind
respectively. The Board’s focus is to sell the
Company’s remaining assets.
High
Operational
Performance
Renewable Assets may encounter
operational diiculties that cause them to
perform at lower levels than expected.
No change Operational support is provided by
Sustainability Partners LLC. Additionally,
insurance programmes are in place for
each asset.
Medium
Investment
Valuation
The valuation of assets are inherently
subjective and uncertain.
Projections are based on the Independent
Valuer’s and the Board’s assessment at the
date of valuation and are only estimates of
future results.
No change An Independent Valuer conducts a valuation
of the Company’s assets, including a review
of discount rates, on a semi-annual basis.
Medium
Risk Management
Strategic Report
10 | Ecofin U.S. Renewables Infrastructure Trust PLC
Risk Possible Consequences
Change in risk
assessment
during the year Risk Mitigation and Controls
Current Year
Risk Scores
Political and
Regulatory
The value of existing investments may be
impacted by changes in government policy,
in government policy incentives or in U.S.
tax laws.
No change 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 aect
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. The Board 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).
The Board monitors potential changes in
policy that could aect RNEW’s portfolio.
Medium
Cyber 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. 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.
No change 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
Counterparty There is the potential for losses to be
incurred due to default by an otaker or
other counterparty.
No change A fundamental part of Sustainability
Partners LLC’s due diligence process
involves reviewing the most recent credit
rating of the otaker provided by a third
party credit rating agency or performing an
independent credit review of the otaker’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.
Increased The Board considers the potential impact
the weather may have on electricity
production. By no longer being invested
in diverse projects spread across the U.S.
the impact of any localised, potentially
unfavourable weather conditions is a big
risk.
High
Strategic Report
Ecofin U.S. Renewables Infrastructure Trust PLC | 11
Risk Possible Consequences
Change in risk
assessment
during the year Risk Mitigation and Controls
Current Year
Risk Scores
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 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.
High
Deferred
consideration
A risk exists that the Company will not
receive the deferred payments from the
Whirlwind sale.
New risk The Board meets regularly with the
Purchaser to discuss progress.
High
Investment
Trust Status
If the Company were to fall below the 35%
threshold of the aggregate proportion of
the Company’s voting power held by the
public, or otherwise fail to satisfy the HMRC
investment trust regime, it would risk loss
of its investment trust status, including
loss of the exemption from UK corporate
tax on chargeable gains and other tax
consequences.
New risk The Board monitors the shareholding and
issued a market announcement on 15 April
2026.
High
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 Company’s Broker regularly reports to the Board on markets, the investment company sector and the Company’s peer group. The
Infrastructure Business Service Provider 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.
Strategic Report
12 | Ecofin U.S. Renewables Infrastructure Trust PLC
Business Review
The Strategic Report on pages 1 to 16 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”).
Up until 25 June 2025, the Company’s Alternative Investment Fund
Manager (‘AIFM’) and Investment Manager was Ecofin.
Following approval by the Financial Conduct Authority, the
Company’s has become a self-managed alternative investment
fund which became eective on 25 June 2025.
On 6 May 2025, Sustainability Partners Services, LLC were
appointed as the Infrastructure Business Service Provider providing
the day-to-day operation support to the Company in relation to the
management of the Company’s business and assets (including
providing support to the Company’s other service providers in
relation to valuations and financial reporting).
The Directors are responsible for managing the business aairs
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. The majority of the Directors
were considered by the Board to be independent of the former
Investment Manager and Infrastructure Business Service Provider
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:
■ Eicient Return of Capital;
■ Dividends;
■ Premium/discount of share price to NAV per Share; and
■ Ongoing charges ratio.
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 wind down of the Company.
The Board has decided to focus the Company’s cash-flow in
anticipation of future returns of capital to Shareholders.
Eicient 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 and the
eicient 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.
On 31 December 2025, the Company announced that it had
concluded on the sale of Whirlwind.
As announced on 26 February 2026, as realisations of the
Company’s assets occur, the Board believes it would be prudent
to have a method for returning available capital amounts to
Shareholders to the extent possible.
After due consideration, the Board believes that one of the fairest
and most efficient ways of returning cash to Shareholders is by
adopting a B Share Scheme whereby the Company will be able to
issue redeemable B Shares to Shareholders and to redeem them
on each Redemption Date without further action being required
by Shareholders.
At the General Meeting held on 7 April 2026, the Shareholders
approved the adoption of the B Share scheme. The quantum of
B Share Returns of Capital to Shareholders will be capped at half
the amount of the Company’s distributable profit. At the date of
this report, that is approximately $20 million. The timing of B Share
Returns of Capital are at the discretion of the Board, which will
announce details of each B Share Return of Capital, including the
relevant Record Date, Redemption Price and Redemption Date,
through an RIS Announcement.
The adoption of a B Share Scheme will not limit the ability of
the Company to return cash to Shareholders by using other
mechanisms and the Board will continue to review its eiciency
over time.
Strategic Report
Ecofin U.S. Renewables Infrastructure Trust PLC | 13
Premium/discount of share price to NAV
per Share
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 46.3% discount to NAV as at 31
December 2025. Further details are provided in the Chair’s
Statement on pages 3 to 6.
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 eect on performance of annual
operating costs. The Company’s OCR for the year to 31 December
2025 was 2.3% (year ended 31 December 2024: 2.30%).
Strategic Report
14 | Ecofin U.S. Renewables Infrastructure Trust PLC
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.
Implementation of the Managed Wind
Down
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.
On 31 December 2025, the Company announced that it had
concluded on the sale of Whirlwind.
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 wind down of the Company.
Returning Capital to Shareholders
As announced on 26 February 2026, as realisations of the
Company’s assets occur, the Board believes it would be prudent
to have a method for returning available capital amounts to
Shareholders to the extent possible.
After due consideration, the Board believes that one of the fairest
and most efficient ways of returning cash to Shareholders is by
adopting a B Share Scheme whereby the Company will be able to
issue redeemable B Shares to Shareholders and to redeem them
on each Redemption Date without further action being required
by Shareholders.
At the General Meeting held on 7 April 2026, the Shareholders
approved the adoption of the B Share scheme. The quantum of
B Share Returns of Capital to Shareholders will be capped at half
the amount of the Company’s distributable profit. At the date of
this report, that is approximately $20 million. The timing of B Share
Returns of Capital are at the discretion of the Board, which will
announce details of each B Share Return of Capital, including the
relevant Record Date, Redemption Price and Redemption Date,
through an RIS Announcement.
The adoption of a B Share Scheme will not limit the ability of
the Company to return cash to Shareholders by using other
mechanisms and the Board will continue to review its eiciency
over time.
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 eective 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.
Section 172 Statement
Strategic Report
Ecofin U.S. Renewables Infrastructure Trust PLC | 15
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
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 and update
meetings. This enables the Board to exercise eective oversight of
the Company’s activities.
The Company’s Infrastructure Business Service Provider is the
most significant service provider to the Company The Board
receives regular reports from the Infrastructure Business Service
Provider, 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
Infrastructure Business Service Provider for key stakeholders who
do not attend regular Board meetings such as the Registrar.
Through Brett Miller and Nancy Johnson, the Board does have
direct exposure to key stakeholders at the Holdco level. This is in
addition to the independent valuation provider.
Accordingly, the responsibility to foster and maintain relationships
with these stakeholders is delegated to the Infrastructure Business
Service Provider 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 oer 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.
Strategic Report
16 | Ecofin U.S. Renewables Infrastructure Trust PLC
Other Information
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.
Sustainability Partners, the Administrator, the Registrar, and the
Broker and any of their members, directors, oicers, employees,
agents and connected persons and any person or company
with whom they are ailiated 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 aect 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, the Infrastructure Business Service Provider and its
respective ailiates may serve 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.
Infrastructure Business Service Provider 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.
Employees
The Company has no employees. As at 31 December 2025 the
Company had three Directors, one female and two male Directors.
The Board’s policy on diversity is contained in the Corporate
Governance Statement (on pages 23 to 24).
Outlook
The outlook for the Company, including the future development
and performance of the Company, is discussed in the Strategic
Report.
The Strategic Report as set out on pages 1 to 16 of this Annual
Report was approved on 29 April 2026.
Brett Miller
Chair of the Board
For and on behalf of the Board
29 April 2026
Governance
Ecofin U.S. Renewables Infrastructure Trust PLC | 17
Directors’ Report
The Directors present their report and
audited financial statements for the year
ended 31 December 2025.
Strategic Report
The Directors’ Report should be read in conjunction with the
Strategic Report on pages 1 to 16. 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 21 to 34 forms
part of this report.
Principal risks and Risk Management
Principal risks and Risk Management are described on pages 9 to
11. 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 20.
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 aairs 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.
As announced by the Company on 15 April 2026 the aggregate
proportion of the Company’s voting power held by the public (as
that term is used in section 446 of the Corporation Tax Act 2020,
which outlines the conditions under which a company is not treated
as a close company) is at 38% as at 15 April 2026, close to the
minimum 35% threshold. This 38% includes 10% (of the Company)
held by another investment trust. If the Company were to fall
below the 35% threshold, or otherwise fail to satisfy the HMRC
investment trust regime (including the conditions in CTA 2010
s.1158), it would risk loss of its investment trust status, including
loss of the exemption from UK corporate tax on chargeable gains
and other tax consequences. If a top 5 shareholder in the Company,
which itself is not an investment trust, purchases further shares in
the Company there is a risk that the Company falls below the 35%
threshold referred to above.
Market Information
The Company’s Shares are listed on the LSE. The NAV per Share is
published 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 aairs 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 (on pages
15 and 16) 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
21 to 22.
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
RNEW is supported by Sustainability Partners Services, LLC
(“Sustainability Partners”) which was appointed as the Company’s
Infrastructure Business Service Provider on 6 May 2025 to provide
day-to-day operational support to the Company in relation to the
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18 | Ecofin U.S. Renewables Infrastructure Trust PLC
management of the Company’s business and assets (including
providing support to the Company’s other service providers in
relation to valuations and financial reporting). Previously this role
was undertaken by Ecofin Advisors, LLC (“Ecofin”) who served
notice on the Company in February 2025. On 25 June 2025 the
Financial Conduct Authority approved the Company’s application
to become a self-managed alternative investment fund. The
Company intends to remain self-managed for the remainder of the
wind-down process.
Up until 1 January 2025, in accordance with the Company’s then
Investment Management Agreement, Ecofin 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 paid
to Ecofin under the Investment Management Agreement dated 11
November 2020. The changes were aimed at better aligning the
interests of Ecofin with Shareholders’ interests. In respect of any
quarter beginning 1 January 2025 onwards, the fee was to be
determined by the lower of the Company’s market capitalisation or
NAV. In addition, management fees for Q3 2024 were based on the
NAV as adjusted downwards so as to take into account the price
realised for the sale of the DG Solar assets.
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
With eect from 22 January 2026, Canaccord Genuity Limited acts
as Broker to the Company. Prior to this, the Company’s Broker was
Stifel Nicolaus Europe Limited.
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
Operational 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 revenue Loss for the year after expenses, interest and taxation
was US$306,000, equivalent to a loss of 0.22 cents per share. No
dividends were paid during the Year. The revenue reserve as at
31 December 2025 was US$306,000 (2024: Nil) and the Special
distributable reserve (which can also be used to pay dividends)
was US$120.5 million (31 December 2024: US$120.5 million).
The Company made a capital loss after expenses, interest and
taxation of US$9.5 million (2024: US$55.2 million loss) equivalent
to a loss of 6.90 cents per share (2024: loss of 39.97 cents per
share) The total loss after expenses, interest and taxation was
US$9.8 million (2024: US$54 million loss) equivalent to a loss per
share of 7.12 cents (2024: loss per share of 39.09 cents per share).
Governance
Ecofin U.S. Renewables Infrastructure Trust PLC | 19
Notifiable Interests in the Company as at 31 December 2025
As at 31 December 2025 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
1
Almitas Capital LLC 33,741,328 30 September 2025 24.44
Sustainable Investor Fund, LP 22,500,000 24 December 2020 16.30
Asset Value Investors Ltd 20,231,405 7 October 2025 14.65
Insight Investment Management (Global) Ltd 6,088,576 8 May 2025 4.41
Tortoiseecofin Borrower LLC 8,780,378 1 February 2024 6.36
Stichting Juridisch Eigendom Privium Sustainable
Impact Fund
2
7,000,000 22 December2020 5.072
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 5,971,840 7 October 2025 4.32
WS AVI Worldwide Opportunities Fund 4,589,210 7 October 2025 3.32
1
Total voting rights held as at notification date.
2
On 8 January 2026, the Company received a TR1 notification from Stichting Juridisch Eigendom Privium Sustainable Impact Fund advising that they had
disposed of their entire holding. As of the date of this report Stichting Juridisch Eigendom Privium Sustainable Impact Fund holds 0% of the total voting rights.
Since year end the Company has been notified of the following:
Shareholder Name
Shareholding on date
of notification Notification Date
Percentage of
voting rights
1
Asset Value Investors Ltd 29,606,405 19 January 2026 21.44
Asset Value Investors Ltd 30,470,529 28 April 2026 22.06
Asset Value Investors Ltd 32,363,678 29 April 2026 23.43
1
As announced by the Company on 15 April 2026 the aggregate proportion of the Company’s voting power held by the public (as that term is used in section
446 of the Corporation Tax Act 2020, which outlines the conditions under which a company is not treated as a close company) is at 38% as at 15 April 2026,
close to the minimum 35% threshold. This 38% includes 10% (of the Company) held by another investment trust. If the Company were to fall below the 35%
threshold, or otherwise fail to satisfy the HMRC investment trust regime (including the conditions in CTA 2010 s.1158), it would risk loss of its investment trust
status, including loss of the exemption from UK corporate tax on chargeable gains and other tax consequences. If a top 5 shareholder in the Company, which
itself is not an investment trust, purchases further shares in the Company there is a risk that the Company falls below the 35% threshold referred to above.
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 aecting
the Company. Both the previous and current Chairs met with
certain Shareholders during the year and prior to the General
Meetings held on 14 January 2025 and 7 April 2026.
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 on 17 June 2026. 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 oice 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
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20 | Ecofin U.S. Renewables Infrastructure Trust PLC
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.
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. Nonetheless, 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
dierent 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 Corporate Governance Code and the
Listing Rules, the Directors have assessed the prospects of the
Company over a longer period than the 12 months required by the
‘Going Concern’ provision.
In reviewing the Company’s viability, the Directors have assessed
the Company for the period to 31 December 2027 (the “Look-
forward Period”). The Board believes that a Look-forward Period
of two years, is an appropriate time horizon over which to assess
the viability of the Company, in light of where Company is in its
lifecycle, namely in a Managed Wind Down and the illiquid nature
of its remaining assets.
At the General Meeting of the Company held on 14 January 2025
Shareholders approved the new Investment Objective to facilitate
the Managed Wind Down. This will mean that the Company will
not make any further investments and its investing activity will
be limited to the funding of legal commitments for the remaining
assets. As at the date of this report the Company is actively seeking
the sale of its remaining assets so as to realise the maximum value
for Shareholders. The Directors anticipate that this process is likely
to take time.
In considering the prospects of the Company, the Directors looked
at the key risks facing the Company, and the Group, 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
outlined on pages 9 to 11.
The Directors have a reasonable expectation that the Company
has adequate resources to: continue in operation; realise the
Company’s assets in an orderly manner; and meet its liabilities
as they fall due, over the Look-forward Period. As at the date of
this report the Group cash balance was US$23,696,000 and the
Company has no debt.
The Directors do not expect there to be any material increase
in the expenses of the Company over the Look-forward Period.
The Company’s cash position provides 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
The forthcoming AGM will be held on 17 June 2026.
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
■ On 22 January the Company announced the appointment
of Canaccord Genuity Limited to act as the Company’s sole
corporate broker.
■ On 26 February 2026, the Company published details of the
proposed B Share scheme, a mechanism by which capital could
be returned to Shareholders.
■ On 7 April 2026 at a General Meeting of the Company, the
Shareholders approved the B Share scheme.
■ The Company progressed a refinancing of the Beacon 2 and
Beacon 5 project-level debt, together with the buyout of the
remaining tax equity investor interests in the projects.
By order of the Board
For and on behalf of
Brett Miller
Chairman
29 April 2026
Governance
Ecofin U.S. Renewables Infrastructure Trust PLC | 21
Corporate Governance Statement
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 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 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 able to allocate suicient time to the
Company to discharge their responsibilities eectively. The Chair as
at the date of this report, Brett Miller, 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 Chair is still considered
independent.
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 Oicers’ 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)
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
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.
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22 | Ecofin U.S. Renewables Infrastructure Trust PLC
David Fletcher (Audit Committee and Risk Committee
Chair)
David Fletcher was most recently Group Finance Director of
Stonehage Fleming Family & Partners, a leading independently
owned multi-family oice, 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 was the Chair of
JP Morgan Claverhouse Investment Trust plc. In addition, he is the
senior independent director of Aquila Energy Eiciency Trust plc,
where he is the Chair of the Audit & Risk Committee.
David is a graduate of Oxford University.
Nancy Johnson
Nancy Johnson is an experienced finance professional. Nancy
holds a master’s degree in accounting, an MBA and is a certified
public accountant. She previously worked at NextEra Energy,
Inc., then subsequently at Ecofin Advisors, LLC as VP, Finance
and Asset Management. When the investment management
arrangements with Ecofin Advisors were terminated, Nancy moved
to Sustainability Partners, accepting a role as Chief Financial
Oicer with responsibilities including the objective of continuing
to oversee the management of the Company’s assets. Nancy has
now resigned from Sustainability Partners.
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, consider the Managed Wind Down, the sale of the
Company’s assets 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 5/5 4/4 1/1 1/1
David Fletcher 5/5 4/4 1/1 1/1
Tammy Richards
1
2/5 2/4 1/1 1/1
Patrick O’Donnell Bourke
2
0/5 0/4 0/1 0/1
Nancy Johnson
3
0/5 0/4 0/1 0/1
There were a number of additional ad hoc meetings to consider the Managed Wind-Down and the sale of the Company’s assets, amongst other matters.
1 Tammy Richards resigned as a director on 26 June 2025
2 Patrick O’Donnell Bourke resigned from the Board on 14 January 2025
3 Nancy Johnson was appointed to the Board on 8 December 2025
Governance
Ecofin U.S. Renewables Infrastructure Trust PLC | 23
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 29 to 31 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).
Risk Committee
The Board has established a Risk Committee (the “Risk
Committee”). The chair of the Risk Committee is David Fletcher
A report on page 32 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 33 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.
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 suicient 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;
■ 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; and
■ Considering obtaining independent professional advice where
deemed appropriate.
Directors’ Independence
As at the date of the report, the Board consists of three non-
executive Directors. Brett Miller, David Fletcher and Nancy
Johnson.
Aside from Nancy Johnson as disclosed in her biography on page
22 no Board member has been an employee of the Company, or of
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 member believes
that notwithstanding the receipt of consultancy fees for specific
services including facilitating the sale of assets in accordance with
the decision by shareholders in favour of a Managed Wind Down
and liaising with Shareholders he has and has had no relationship
with the former Investment Manager and the Infrastructure
Business Services Provider, has no cross directorships nor
shareholdings with them and has not served more than nine
years as a Director. Accordingly after due consideration the other
directors consider the chair to be independent.
Board Diversity
The Board is committed to 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,
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24 | Ecofin U.S. Renewables Infrastructure Trust PLC
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
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 21 to 22.
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.
The Board employs no executive sta, and therefore does not have
a chief executive oicer or a chief financial oicer, 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.
Board as at 31 December 2025
Number of Board
Members
Percentage of the
Board
Number of
senior positions
on the Board
Men
2 66% 2
Women
1 33% 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)
3 100% 3
Minority ethnic background
1
– – –
1 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 diicult to recruit additional Board members, given the
likely short life of the Company now that it is in Managed Wind-
Down.
In accordance with the Company’s Articles of Association, at each
Annual General Meeting, every current Director shall retire from
oice and oer 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 17 June 2026.
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 eective fulfilment of their duties.
Share Capital
As at 31 December 2025 the Company’s issued share capital
comprised 138,078,496 Shares (31 December 2024: 138,078,496
Shares).
Governance
Ecofin U.S. Renewables Infrastructure Trust PLC | 25
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 aect its
control following a successful takeover bid.
Power to Issue Shares
At the 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 expired at the 2025 AGM. As the
Company is now in Managed Wind-Down, the Board did not
renew this authority at the 2025 AGM and accordingly no new
shares were issued during the year.
Purchase of Shares
At the AGM held on 26 June 2025, the Directors were granted
authority to purchase up to 14.99% of the Company’s issued share
capital. This authority will expire at the conclusion of the AGM held
in 2026.
As at the date of this report, the Company did not purchase any of
its Shares pursuant to this authority.
Internal control
The current regime of the AIC Code requires the Board to review
the eectiveness 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 eectiveness.
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 eectiveness of internal controls to identify, evaluate and
manage the Company’s significant risks. If any significant failings
or weaknesses are identified, the Board ensures that the 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 eectiveness 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
29 to 31.
Other aspects of internal control
The Board holds at least five regular meetings each year, plus
additional meetings as required.
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 Infrastructure Business Service
Provider and the Administrator enables the Board to monitor the
Company’s progress towards its objectives and encompasses an
analysis of the risks involved.
The eectiveness 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 Infrastructure Business Service Provider 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 9 to 11.
Governance
26 | Ecofin U.S. Renewables Infrastructure Trust PLC
Directors’ Remuneration Report
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.
With eect from 1 July 2025 the Board agreed to increase their
annual fees to reflect the decrease in the number of Directors at the
time 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 £68,000 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.
Nancy Johnson was appointed as a non executive director on
8 December 2025 and is entitled to a fee payable by the Company at
the rate of £68,000 per annum. Nancy Johnson receives additional
consultancy fees of US$58,526.40 per year to compensate her for
the time she has spent expediting and negotiating the sale of the
Company’s assets.
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
subsequently approved at the AGM held on 26 June 2025.
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 26 June 2025. The resolution was passed with
99.90% of the Shares voted (representing 86,649,435 Shares)
being in favour, against 0.10% (representing 86,686 Shares) and
votes withheld 49,183.
At the AGM held on 26 June 2025, the resolution to approve the
Remuneration Report (excluding the Directors’ Remuneration
Policy) contained in the Annual Report for the year ended 31
December 2024 was put forward. The resolution was passed with
99.90% of the Shares voted (representing 86,697,394 Shares)
being in favour of the resolution, 0.10% against (representing
86,686 Shares) and 1,224 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 Oice
There are no agreements in place to compensate the Board for
loss of oice.
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’ fees in aggregate cannot exceed £400,000 per annum, unless Shareholders approve via an Ordinary resolution at a general
meeting such other sum.
Governance
Ecofin U.S. Renewables Infrastructure Trust PLC | 27
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.
Eective date
The Company’s Remuneration Policy was approved by the
Shareholders at the AGM held on 26 June 2025.
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
2024 to
2025
Percentage
change
2023 to
2024
1
Percentage
change
2023 to
2023
Fees for the
year ended
31 December
2025
£
Fees for the
year ended
31 December
2024
£
Fees for the
year ended
31 December
2023
£
Fees for the
year ended
31 December
2022
£
Brett Miller 11 July 2024 237.3
1
n/a n/a
64,000
2
18,975
3
n/a n/a
Patrick O’Donnell
Bourke
4
22 October 2020 -96.2
4
Nil Nil
1,923 50,000 50,000 50,000
David Fletcher 22 October 2020 33.6 Nil Nil
61,469 46,000 46,000 46,000
Tammy Richards 22 October 2020 -40.3
5
Nil Nil
27,4 69 46,000 46,000 46,000
Nancy Johnson
6
8 December 2025 n/a Nil Nil
7,7 1 9
7
n/a n/a n/a
Louisa Vincent
8
22 October 2020 n/a Nil Nil n/a
38,333 46,000 46,000
Total
162,580 199,308 188,000 188,000
1 Brett Miller was appointed to the Board on 11 July 2024 and prior year is not comparable
2 Excluding consultancy fees of £150,000
3 Excluding consultancy fees of £58,065
4 Patrick O’Donnell Bourke resigned from the Board on 14 January 2025 and the current year is not comparable
5 Tammy Richards resigned from the Board on 26 June 2025 and the current year is not comparable
6 Nancy Johnson was appointed to the Board on 8 December 2025
7 Excluding consultancy fees of US$3,848
8 Louisa Vincent resigned from the Board on 31 October 2024.
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.
Brett Miller receives 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.
Nancy Johnson receives additional consultancy fees of
US$58,526.40 per year to compensate her for the time she has
spent expediting and negotiating the sale of the Company’s assets.
No Director has waived or agreed to waive any emoluments from
the Company or any subsidiary undertaking.
Directors’ indemnities
Subject to the provisions of the Act, the Company has agreed to
indemnify each Director against all liabilities which any Director
may suer or incur arising out of or in connection with any claim
made or proceedings taken against him or her, or any application
made by him or her, on the grounds of his or her negligence, default,
breach of duty or breach of trust in relation to the Company or any
Associated Company.
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28 | Ecofin U.S. Renewables Infrastructure Trust PLC
Relative importance of spend on pay
The following table sets out the total level of Directors’ remuneration
compared to the distributions to Shareholders by way of dividends
and share buybacks, the Investment Manager’s fees and operating
expenses incurred by the Company.
Year ended
31 December
2025 US$’000
Year ended
31 December
2024 US$’000
Directors’ fees*
218 239
Investment Manager’s fees
23 879
Infrastructure Business Service
Provider
267 –
Dividends paid
– 966
Other operating expenses
909 1,148
* Excludes consultancy fees for Brett Miller of £150,000 and Nancy Johnson
of US$3,848
The disclosure of the information in the table above is required
under the Regulations except for the Investment Manager’s fees
applicable during the year, the Infrastructure Business Service
Provider fees and operating expenses which have been included
to show the total expenses of the Company.
Directors’ holdings (Unaudited)
As at 31 December 2025 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
29 April
2026
As at
31 December
2025
As at
31 December
2024
Brett Miller
nil nil n/a
David Fletcher
64,553 64,553 62,894
Nancy Johnson
Nil Nil n/a
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
29 April 2026
60
40
20
0
-20
-40
-60
-80
-100
Total Return (%)
22/12/2020
31/12/2020
31/03/2021
31/06/2021
31/09/2021
31/12/2021
31/03/2022
31/06/2022
31/09/2022
31/12/2022
31/03/2023
31/06/2023
31/09/2023
31/12/2023
31/03/2024
31/06/2024
31/09/2024
31/12/2024
31/03/2025
31/06/2025
31/09/2025
31/12/2025
NAV Return FTSE All-shareShare Price (including dividends reinvested)
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.
Governance
Ecofin U.S. Renewables Infrastructure Trust PLC | 29
Report of the Audit Committee
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
eectiveness 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. 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 32.
Main Activities of the Committee
The Committee met formally four 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 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. Although the Company changed to self managed status
during the year it considers that this is not appropriate given the
nature, size and circumstances of the Company as an 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 eectiveness.
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
eectiveness of internal financial controls.
The Statement of Directors’ Responsibilities in respect of the
financial statements is on page 34 and Going Concern statement
is on pages 19 to 20.
The Report of the Auditor is on page 35.
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
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 of investments and
approved the valuation of the Company’s investments and their
existence at the Year end with the Infrastructure Business Service
Provider and other service providers.
The Board has approved a Valuation Policy which sets out the
valuation process. The process includes a valuation by the
Infrastructure Business Service Provider using FMVs of the
investments in RNEW’s portfolio on a semi-annual basis.
For investments that continue to be held at the relevant period
end 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.
Governance
30 | Ecofin U.S. Renewables Infrastructure Trust PLC
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 Infrastructure Business Service
Provider 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.
The Audit Committee has satisfied itself that the key estimates
and assumptions used in the valuation of the Beacon assets are
appropriate and that the investments have been fairly valued. The
key estimates and assumptions of the income approach 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 as at 31 December 2025
was carried out by its Independent Valuer, Kroll. Fair value of the
Company’s remaining assets (Beacon 2 and 5) is derived using an
income approach (DCF methodology).
The sale of Whirlwind was completed on 30 December 2025 and
therefore the investment has not been valued at 31 December 2025
in accordance with the Valuation Policy. However the terms of the
sale consist of two potential deferred considerations, an escrow
holdback of US$11 million based on the timing of the resolution of
the interconnection stability curtailment issue and a repowering
earnout of up to US$ 7 million. These arrangements are described
in more detail in the Chair’s Statement.
The outcome of both the Escrow Holdback and the Earn out
remain uncertain and unknown at this time. The net asset value of
Holdco in the balance sheet of the Company as at 31 December
2025 includes an amount representing the Board’s view on
the contingent value of these two deferred consideration. The
repowering period is up to 31 December 2027 and the Board has
no reason to believe that the expectation at the time of the sale
that this would be achieved has changed. As far as the curtailment
issue is concerned, the Board has regular discussions with the
Purchaser as to the progress in addressing any concerns and
requests for further analysis by ERCOT. The Board believes that
progress is being made and has assumed for the purposes of the
carrying value in the balance sheet of Holdco that curtailment will
be lifted in full on 30 June 2026. There is no certainty that either
deferred consideration will be received in accordance with the
assumptions in the balance sheet as at 31 December 2025 and
the sensitivity analysis in Note 4 on page 50 sets out the impact
of dierent assumptions on both deferred consideration elements.
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 suer 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.
As announced by the Company on 15 April 2026 the aggregate
proportion of the Company’s voting power held by the public (as
that term is used in section 446 of the Corporation Tax Act 2020,
which outlines the conditions under which a company is not treated
as a close company) is at 38% as at 15 April 2026, close to the
minimum 35% threshold. This 38% includes 10% (of the Company)
held by another investment trust. If the Company were to fall
below the 35% threshold, or otherwise fail to satisfy the HMRC
investment trust regime (including the conditions in CTA 2010
s.1158), it would risk loss of its investment trust status, including
loss of the exemption from UK corporate tax on chargeable gains
and other tax consequences. If a top 5 shareholder in the Company,
which itself is not an investment trust, purchases further shares in
the Company there is a risk that the company falls below the 35%
threshold referred to above.
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 19 to 20.
Calculation of the Investment Manager’s
fees
The Committee reviewed the former Investment Manager’s fees up
until 6 May 2025 and the Infrastructure Business Service Provider
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 dierent 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 Committee;
Governance
Ecofin U.S. Renewables Infrastructure Trust PLC | 31
■ the internal control environment as operated by the service
providers including any checks and balances within those
systems; and
■ the 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
Administrator and the 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 review of the Auditor’s credentials. The Auditor was formally
engaged in November 2021. This is the fourth 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
2025 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.
Eectiveness of independent audit
The Committee is responsible for reviewing the eectiveness 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 Infrastructure Business Service
Provider regarding the eectiveness 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.
The evaluation process concluded that the Committee was
operating eectively and had the appropriate balance of skills and
experience.
David Fletcher
Audit Committee Chair
29 April 2026
Governance
32 | Ecofin U.S. Renewables Infrastructure Trust PLC
Report of the Risk Committee
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
During the year under review, 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. David Fletcher 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;
(c) assessed and monitored the principal and emerging risks
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 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 9 to 11.
Committee Evaluation
The Committee’s activities were considered as part of the annual
performance evaluation which was completed during the Year.
The evaluation process concluded that the Committee was
operating eectively and had the appropriate balance of skills and
experience.
David Fletcher
Risk Committee Chair
29 April 2026
Governance
Ecofin U.S. Renewables Infrastructure Trust PLC | 33
Report of the Management Engagement Committee
Introduction
I am pleased to present the Management Engagement Committee
(the “Committee”) report for the Year.
Role
During the year under review 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 the Infrastructure
Business Service Provider, 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.
Resignation of Investment Manager
On 25 June 2025 the Financial Conduct Authority approved the
Company’s application to become a self-managed alternative
investment fund. This role was undertaken by Ecofin Advisors, LLC
until 6 May 2025.
Main Activities of the Committee
The Committee met once during the year and once following the
year end. The matters considered, monitored and reviewed by the
Committee at that meeting were as follows:
a) except for the then Investment Manager, reviewed the main
terms of the key service providers’ agreements to ensure
that the terms remained competitive, fair and reasonable for
Shareholders;
b) reviewed the performance of 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 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
Except for the then Investment Manager, in March 2025 the
Management Engagement Committee agreed to the continued
appointment of key service providers and agreed that any future
appointment of a new Investment Manager should be a matter
reserved for the Board.
Infrastructure Business Service Provider
The Company is supported by Sustainability Partners which was
appointed as the Company’s Infrastructure Business Service
Provider on 6 May 2025 to provide day-to-day operational
support to the Company in relation to the management of the
Company’s business and assets (including providing support to
the Company’s other service providers in relation to valuations and
financial reporting).
In accordance with their agreement with the Company,
Sustainability Partners are entitled to a fee of an amount equal to
the lower of 1.00% per annum of the aggregate market value of all
of the Ordinary Shares of the Company (excluding any treasury
shares); and the amount which is calculated on the following basis:
(i) 1% per annum of NAV up to and equal to US$500 million; (ii)
0.9% per annum of NAV between US$500 million and US$1 billion;
and (iii) 0.8% per annum of NAV in excess of US$1 billion; but in any
event no less than US$325,000. In addition to this Sustainability
Partners, was entitled to a one o project setup fee of $50,000.
Self-Managed Alternative Investment Fund
On 25 June 2025 the Financial Conduct Authority approved the
Company’s application to become a self-managed alternative
investment fund. The Company intends to remain self-managed
for the remainder of the wind-down process.
Committee Evaluation
The Committee’s activities were considered as part of the annual
performance evaluation which was completed during the Year. The
evaluation process concluded that the Committee was operating
eectively and had the appropriate balance of skills and experience.
Brett Miller
Management Engagement Committee Chair
29 April 2026
Governance
34 | Ecofin U.S. Renewables Infrastructure Trust PLC
Statement of Directors’ Responsibilities in Respect of the
Financial Statements
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 aairs 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 suicient 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 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
29 April 2026
Governance
Ecofin U.S. Renewables Infrastructure Trust PLC | 35
Independent Auditor’s Report to the Members of Ecofin US
Renewables Infrastructure Trust Plc
Report on the audit of the financial
statements
Qualified Opinion
In our opinion, except for the possible eects of the matter
described in the basis for qualified opinion section of our report,
the financial statements:
■ give a true and fair view of the state of the Company’s aairs as
at 31 December 2025 and of its loss and cash flows for the year
then ended;
■ have been properly prepared in accordance with UK adopted
international accounting standards; and
■ 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 2025 which comprise of the following:
■ Statement of Comprehensive Income
■ Statement of Financial Position
■ Statement of Changes in Equity
■ Statement of Cash Flows
■ Notes 1 to 19 to the Financial Statements
■ Material accounting policy information.
The financial reporting framework that has been applied in their
preparation is applicable law and UK adopted international
accounting standards.
Basis for qualified opinion
The sale of the Whirlwind investment was completed on
30 December 2025. Included within Investments at fair value
through profit or loss as at 31 December 2025 within note 4 is an
amount of $14,415,000 representing the Board’s view of the fair
value of two contingent consideration elements related to the
sale, namely the “escrow holdback” valued at $7,415,000 and the
“repowering earnout” valued at $7,000,000. However, the receipt
of both the escrow holdback and the repowering earnout are
conditional on uncertain future events, outside of the Board’s
control and there is no certainty that either of the contingent
consideration elements will ultimately be received in full or at all.
As a result, the evidence that the Board could provide us to support
the basis for fair value was limited and did not provide us suicient
assurance. Consequently we were unable to determine whether
any material adjustments to these amounts were necessary.
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 suicient and appropriate to provide a basis for our
qualified opinion.
Independence
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 the FRC’s
Ethical Standard were not provided to the Company and we
remain independent of the Company in conducting our audit.
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
following the completion of a managed winding down period 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. All of the
balance sheet items have been recognized on a realisation basis,
which is not materially dierent from the carrying amount. Our
opinion is not modified in respect of this matter.
Overview
Key audit matter 2025 2024
Valuation of investments Yes Yes
Materiality Company financial statements as a whole
$1,038,000 (2024: $926,000) based on 2% (2024: 1.5%) of Net assets
An overview of the scope of our audit
Our audit was scoped by obtaining an understanding of the Company and its environment, including the applicable financial reporting
framework and the Company’s system of internal control. We identified and assessed the risks of material misstatement in the financial
statements. We then applied professional judgement to focus our audit procedures on the areas that posed the greatest risks to the
financial statements. We continually assessed risks throughout our audit, revising the risks where necessary, with the aim of reducing the
risk of material misstatement to an acceptable level, in order to provide a basis for our opinion.
Governance
36 | Ecofin U.S. Renewables Infrastructure Trust PLC
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 eect on: the overall audit strategy, the allocation of resources in the audit, and directing the eorts
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. In addition to the matter described in the Basis for qualified
opinion section, we have determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter How the scope of our audit addressed the key audit matter
Valuation of
investments
(Excluding $14,415,000
related to contingent
consideration, cover in
the Basis for qualified
opinion section above)
See Note 2, 4 and 17 of
the Financial Statements
as well as the accounting
policies on page 45 to 61
As disclosed in Note 4, The Company
owns 100% of its subsidiary, RNEW
Holdco, LLC (“Holdco”) through which
the Company holds its remaining
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 remaining
underlying investment portfolio is
represented by unquoted equity
investments and the remaining
investments are individually material
to the net asset value.
As at 31 December 2025, the
Company have two assets remaining,
the valuation of which is based on
Discounted Cash Flow (DCF) method.
The valuation of investments includes
a number of significant estimates and
assumptions.
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 two remaining investments held, 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 the Board;
■ 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 investment valued using discounted cash flow
model, 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 the valuation of the remaining 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;
■ 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; and
■ We challenged the appropriateness of the sensitivity disclosures in the
financial statements against the requirements of the applicable standard.
Key observations:
Excluding the matter noted in the basis for qualified opinion section above, based
on our procedures performed we have not identify any matters to suggest the
methodology applied and the estimates and judgements made in the valuation
of investments are not reasonable considering the level of estimation uncertainty.
Governance
Ecofin U.S. Renewables Infrastructure Trust PLC | 37
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the eect 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 eect 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
2025 2024
Materiality $1,038,000 $926,000
Basis for determining materiality 2% of Net assets (2024: 1.5% of Net assets)
We have considered this appropriate to increase based on a review of industry
benchmarks and the nature of the remaining investment portfolio.
Rationale for the benchmark applied As an investment trust, net asset value is a key indicator of performance and as
such the most relevant benchmark on which to base materiality for the users of the
financial statements.
Performance materiality $779,000 $648,000
Basis for determining performance materiality 75% of Materiality
Rationale for the percentage applied for performance
materiality
The level of performance materiality applied was set after having considered a
number of factors including our assessment of the Company’s overall control
environment and the expected total value of known and likely misstatements and
the level of transactions in the year.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit dierences in excess of $21,000 (2024: $18,500). We
also agreed to report dierences 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 apparent material misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
As described in the basis for qualified opinion section of our report, we were unable to satisfy ourselves concerning the fair value of two
contingent consideration elements related to the Whirlwind sale, namely the “escrow holdback” valued at $7,415,000 and the “repowering
earnout” valued at $7,000,000. We have concluded that where the other information refers to the above matter, it may be materially misstated
for the same reason.
Governance
38 | Ecofin U.S. Renewables Infrastructure Trust PLC
Corporate governance statement
The UK Listing Rules sourcebook requires 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 page 19 to 20;
■ 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 19; and
■ The Directors’ statement on whether they have a reasonable expectation that the Company will
be able to continue in operation and meet its liabilities set out on page 19.
Other Code provisions
■ Directors’ statement on fair, balanced and understandable set out on page 30;
■ Board’s confirmation that it has carried out a robust assessment of the emerging and principal
risks set out on page 25;
■ The section of the annual report that describes the review of eectiveness of risk management
and internal control systems set out on page 25; and
■ The section describing the work of the audit committee set out on page 29.
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 Except for the possible eects of the matter described in the basis for qualified opinion section of
our 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.
Except for the matter described in the basis for qualified opinion section of our report, in 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:
■ 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.
Arising solely from the limitation on the scope of our work relating to the matter described in the
basis for qualified opinion section of our report, referred to above:
■ we have not obtained all the information and explanations that we considered necessary for
the purpose of our audit; and
■ we were unable to determine whether adequate accounting records have been kept.
Governance
Ecofin U.S. Renewables Infrastructure Trust PLC | 39
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary
to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either
intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the
Company and management.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
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, the Audit Committee and the Board 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; and
■ Discussion amongst the engagement team as to how and where fraud might occur in the financial statements.
Based on our risk assessment, we considered the areas most susceptible to fraud to be the valuation of investments and management
override of controls.
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40 | Ecofin U.S. Renewables Infrastructure Trust PLC
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 Management
and the Board of Directors that represented a risk of material
misstatement due to fraud, including valuation of investments;
and
■ Incorporating an element of unpredictability by testing a random
month’s bank reconciliation.
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.
Other matters which we are required to
address
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 5 years,
covering the years ended 31 December 2021 to 31 December 2025.
Our audit opinion is consistent with the additional report to the
Audit Committee.
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.
In due course, as required by the Financial Conduct Authority
Disclosure Guidance and Transparency Rule 4.1.15R - 4.1.18R, these
financial statements will form part of the Electronic Format Annual
Financial Report filed on the National Storage Mechanism of the
FCA in accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s
report provides no assurance over whether the Electronic Format
Annual Financial Report has been prepared in compliance with
DTR 4.1.15R – DTR 4.1.18R.
Elizabeth Hooper (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, United Kingdom
29 April 2026
BDO LLP is a limited liability partnership registered in England and
Wales (with registered number OC305127).
Financial Statements
Ecofin U.S. Renewables Infrastructure Trust PLC | 41
Statement of Comprehensive Income
Year ended 31 December 2025
Year ended 31 December 2025 Year ended 31 December 2024
Notes
Revenue
US$’000
Capital
US$’000
Total
US$’000
Revenue
US$’000
Capital
US$’000
Total
US$’000
Losses on investments 4 – (9,522) (9,522) – (55,204) (55,204)
Net foreign exchange gains/(losses) – (4) (4) – 4 4
Income 5 1,111 – 1,111 3,246 – 3,246
Investment management fees 6 (290) – (290) (879) – (879)
Other expenses 7 (1,127 ) – (1,127 ) (1,138) – (1,138)
Profit/(loss) on ordinary activities before
finance costs and taxation (306) (9,526) (9,832) 1,229 (55,200) (53,971)
Taxation 9 – – – – – –
Profit/(loss) on ordinary activities after
taxation (306) (9,526) (9,832) 1,229 (55,200) (53,971)
Earnings per Share 8 (0.22c) (6.90c) ( 7.12c) 0.88c (39.97c) (39.09c)
The total column of the Statement of Comprehensive Income is the profit and loss account of the Company.
The supplementary revenue return and capital columns have been prepared in accordance with the Association of Investment Companies
Statement of Recommended Practice (AIC SORP).
All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued
during the year.
Profit on ordinary activities after taxation is also the “Total comprehensive loss for the period”.
The notes on pages 45 to 61 form part of these financial statements.
Financial Statements
42 | Ecofin U.S. Renewables Infrastructure Trust PLC
Statement of Financial Position
Year ended 31 December 2025
Notes
As at
31 December
2025
US$’000
As at
31 December
2024
US$’000
Non–current assets
Investments at fair value through profit or loss 4 52,072 61,594
Current assets
Cash and cash equivalents 383 828
Trade and other receivables 10 6 57
389 885
Current liabilities
Trade and other payables 11 (537) (723)
(537) (723)
Net current (liabilities)/assets (148) 162
Net assets 51,924 61,756
Capital and reserves: equity
Share capital 12 1,381 1,381
Share premium 14 12,732 12,732
Special distributable reserve 14 120,548 120,548
Capital reserve 14 (82,431) (72,905)
Revenue reserve 14 (306) –
Total Shareholders' funds 51,924 61,756
Net assets per Ordinary Share (cents) 37.6c 44.7c
No. of ordinary shares in issue 15 138,078,496 138,078,496
Approved and authorised by the Board of directors for issue on 29 April 2026.
Brett Miller
Chair of the Board
Company Number: 12809472
The notes on pages 45 to 61 form part of these financial statements.
Financial Statements
Ecofin U.S. Renewables Infrastructure Trust PLC | 43
Statement of Changes in Equity
Year ended 31 December 2025
Notes
Share
capital
US$’000
Share
premium
US$’000
Special
distributable
reserve
US$’000
Capital
reserve
US$’000
Revenue
reserve
US$’000
Total
US$’000
Opening equity as at
1 January 2025 1,381 12,732 120,548 (72,905) – 61,756
Profit/(loss) and total
comprehensive income for the
year – – – (9,526) (306) (9,832)
Closing equity as at
31 December 2025 1,381 12,732 120,548 (82,431) (306) 51,924
Year ended 31 December 2024
Notes
Share
capital
US$’000
Share
premium
US$’000
Special
distributable
reserve
US$’000
Capital
reserve
US$’000
Revenue
reserve
US$’000
Total
US$’000
Opening equity as at
1 January 2024 1,381 12,732 121,250 (1 7,70 5) 1 117,6 59
Transactions with Shareholders
Dividend distribution 13 – – (702) – (1,230) (1,932)
Total transactions with
Shareholders – – (702) – (1,230) (1,932)
Profit/(loss) and total
comprehensive income for the
year – – – (55,200) 1,229 (53,971)
Closing equity as at
31 December 2024 1,381 12,732 120,548 (72,905) – 61,756
The notes on pages 45 to 61 form part of these financial statements.
Financial Statements
44 | Ecofin U.S. Renewables Infrastructure Trust PLC
Statement of Cash Flows
Year ended 31 December 2025
Notes
Year ended
31 December
2025
US$’000
Year ended
31 December
2024
US$’000
Operating activities
Loss on ordinary activities before taxation (9,832) (53,971)
Adjustment for unrealised losses on investments 9,522 55,204
Decrease/(increase) in trade and other receivables 51 (49)
Decrease in trade and other payables (186) (72)
Net cash flow (used in)/from operating activities (445) 1,112
Financing activities
Dividends paid 13 – (1,932)
Net cash flow used in financing activities – (1,932)
Decrease in cash (445) (820)
Cash and cash equivalents at start of the Year 828 1,648
Cash and cash equivalents at end of the Year 383 828
Notes
As at
31 December
2025
US$’000
As at
31 December
2024
US$’000
Cash and cash equivalents
Money market cash deposits 383 828
Total cash and cash equivalents at end of the Year 383 828
The notes on pages 45 to 61 form part of these financial statements.
Financial Statements
Ecofin U.S. Renewables Infrastructure Trust PLC | 45
Notes to the Financial Statements
For the year ended 31 December 2025
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 aairs 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 oice 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.
RNEW is supported by Sustainability Partners which was appointed as the Company’s Infrastructure Business Service Provider on 6 May
2025 to provide day-to-day operational support to the Company in relation to the management of the Company’s business and assets
(including providing support to the Company’s other service providers in relation to valuations and financial reporting).
Previously this role was undertaken by Ecofin Advisors, LLC (“Ecofin”) who served notice on the Company in February 2025.
On 25 June 2025 the Financial Conduct Authority approved the Company’s application to become a self-managed alternative investment
fund. The Company intends to remain self-managed for the remainder of the wind-down process.
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 eectively performing investment management services
on behalf of such unrelated beneficiary investors.
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.
Financial Statements
46 | Ecofin U.S. Renewables Infrastructure Trust PLC
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.
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. Nonetheless, 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 dierent 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 aect 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 dier 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.
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 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 Company engaged Kroll to carry out a fair market valuation of the remaining
underlying investment in Beacon 2 and 5 as at 31 December 2025.
Fair value of the remaining operating investment in Beacon 2 and 5 is derived using a DCF methodology, which follows International Private
Equity Valuation and Venture Capital Valuation Guidelines. Based on discussions with Management, the Beacon sale process had stalled
and no additional bids were received in the second half of 2025 and, accordingly, the income approach was weighted at 100% and the
market approach at 0%. DCF is deemed the most appropriate methodology when a detailed projection of future cash flows is possible. The
fair value of the Beacon investment is derived by projecting future cash flows based on a range of operating assumptions for revenues and
expenses and discounting those future cash flows to present value using pre-tax discount rates appropriately calibrated to the risk profile
of the asset and market dynamics.
Financial Statements
Ecofin U.S. Renewables Infrastructure Trust PLC | 47
The Company measures the total fair value of Holdco by its net asset value, which is made up of cash, working capital balances, the fair
value of the remaining Beacon investment as determined using the DCF methodology, and the carrying value of any other assets and
liabilities held at Holdco. Following completion of the Whirlwind disposal on 30 December 2025, Holdco also retains exposure to contingent
value associated with the escrow holdback and repowering earnout, the ultimate realisation of which depends on post-closing contractual
outcomes and remains uncertain.
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 standards, interpretations and amendments not yet eective
The following new standards or interpretations are eective for the first time for periods beginning on or after 1 January 2025 and had no
eect on the Group’s or Company’s financial statements:
■ Lack of Exchangeability (Amendments to IAS 21 The Eect of Changes in Foreign Exchange Rates).
There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are eective in
future accounting periods that the Company has decided not to adopt early.
New and amended standards and interpretations not applied
At the date of authorisation of these financial statements, the following amendments had been published and will be eective in future
accounting periods.
Eective 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)
Eective 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.
IFRS 18 Presentation and Disclosure in Financial Statements, which was issued by the IASB in April 2024 supersedes IAS 1 and will result
in major consequential amendments to IFRS Accounting Standards including IAS 8 Basis of preparation of financial statements (renamed
from Accounting Policies, Changes in Accounting Estimates and Errors). Even though IFRS 18 will not have any eect on the recognition and
measurement of items in the consolidated financial statements, it is expected to have a significant eect on the presentation and disclosure
of certain items. These changes include categorisation and sub-totals in the statement of profit or loss, aggregation/disaggregation and
labelling of information, and disclosure of management-defined performance measures. The impact of other new and amended standards
is not expected to be material to the reported results and financial position of the Group.
Financial Statements
48 | Ecofin U.S. Renewables Infrastructure Trust PLC
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 eective 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 eective 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.
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 eective 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 dierences 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 dierences and deferred tax assets
are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary dierences 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 oset when there is a legally enforceable right to oset 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.
Financial Statements
Ecofin U.S. Renewables Infrastructure Trust PLC | 49
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 and the Infrastructure Business Service Provider are disclosed in note
6 to the financial statements.
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/losses 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 US$121.3 million in January 2021 from the Share premium account.
The capital reserve reflects any:
■ gains or losses on the disposal of investments;
■ exchange movements of a capital nature;
■ the increases and decreases in the fair value of investments which have been recognised in the capital column of the Statement of
Comprehensive Income; and
■ expenses which are capital in nature.
The revenue reserve reflects all income and expenditure recognised in the revenue column of the Statement of Comprehensive Income
and is distributable by way of dividend.
The Company’s distributable reserves consist of the Special distributable reserve, the Capital reserve attributable to realised profits and
the Revenue reserve.
Dividend payable
Dividends payable are recognised as distributions in the financial statements when the Company’s obligation to make payment has been
established.
Financial Statements
50 | Ecofin U.S. Renewables Infrastructure Trust PLC
4. Investments at Fair Value Through Profit and Loss
As at 31 December 2025 the Company had one investment, being Holdco. The cost of the investment in Holdco was US$ 134,065,000
(31 December 2024: US$134,065,000).
As at
31 December
2025
US$’000
As at
31 December
2024
US$’000
(a) Summary of valuation
Analysis of closing balance:
Investments at fair value through profit or loss 52,072 61,594
Total investments as at 31 December 2025 52,072 61,594
(b) Movements during the period:
Opening balance of investments, at cost 134,065 134,065
Additions, at cost – –
Cost of investments as at 31 December 2025 134,065 134,065
Revaluation of investments to fair value:
Unrealised movement in fair value of investments (81,993) (72,471)
Fair value of investments as at 31 December 2025 52,072 61,594
(c) Losses on investments in period
Unrealised losses on investment held brought forward (72,471) (17,267)
Unrealised movement in fair value of investments during the year (9,522) (55,204)
Losses on Investments (81,993) (72,471)
Fair value measurements
IFRS 13 requires disclosure of fair value measurement by level. The level of fair value hierarchy within the financial assets or financial
liabilities is determined on the basis of the lowest level input that is significant to the fair value measurement. Financial assets and financial
liabilities are classified in their entirety into only one of the following 3 levels:
Level 1
The unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the measurement date.
Level 2
Inputs other than quoted prices included within Level 1 that are observable (i.e. developed using market data) for the asset or liability, either
directly or indirectly.
Level 3
Inputs are unobservable (i.e. for which market data is unavailable) for the asset or liability. The classification of the Company’s investments
held at fair value is detailed in the table below:
As at 31 December 2025
Level 1
US$’000
Level 2
US$’000
Level 3
US$’000
Total
US$’000
Investments at fair value through profit and loss
Equity investments in Holdco – – 52,072 52,072
Total investments as at 31 December 2025 – – 52,072 52,072
Financial Statements
Ecofin U.S. Renewables Infrastructure Trust PLC | 51
As at December 2024
Level 1
US$’000
Level 2
US$’000
Level 3
US$’000
Total
US$’000
Investments at fair value through profit and loss
Equity investments in Holdco – – 61,594 61,594
Total investments as at 31 December 2024 – – 61,594 61,594
Due to the nature of the underlying investments held by Holdco, the Company’s investment in Holdco is always expected to be classified
as Level 3. There have been no transfers between levels during the year ended 31 December 2025.
The movement on the Level 3 unquoted investments during the year is shown below:
As at
31 December
2025
US$’000
As at
31 December
2024
US$’000
Opening balance 61,594 116,798
Unrealised loss on investment (9,522) (55,204)
Closing balance 52,072 61,594
Valuation methodology
The Company owns 100% of its subsidiary Holdco through which the Company has acquired 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 Company engaged Kroll to carry out a fair market
valuation of the remaining underlying investment in Beacon 2 and 5 as at 31 December 2025.
Fair value of the remaining operating investment in Beacon 2 and 5 is derived using a DCF methodology, which follows International Private
Equity Valuation and Venture Capital Valuation Guidelines. Based on discussions with Management, the Beacon sale process had stalled
and no additional bids were received in the second half of 2025 and, accordingly, the income approach was weighted at 100% and the
market approach at 0%. DCF is deemed the most appropriate methodology when a detailed projection of future cash flows is possible. The
fair value of the Beacon investment is derived by projecting future cash flows based on a range of operating assumptions for revenues and
expenses and discounting those future cash flows to present value using pre-tax discount rates appropriately calibrated to the risk profile
of the asset and market dynamics.
The Company measures the total fair value of Holdco by its net asset value, which is made up of cash, working capital balances, the fair
value of the remaining Beacon investment as determined using the DCF methodology, and the carrying value of any other assets and
liabilities held at Holdco. Following completion of the Whirlwind disposal on 30 December 2025, Holdco also retains exposure to contingent
value associated with the escrow holdback and repowering earnout, the ultimate realisation of which depends on post-closing contractual
outcomes and remains uncertain.
The Directors 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. The Beacon 2 and 5 sensitivities are set out
below. In addition, following the disposal of Whirlwind on 30 December 2025, the Company has considered separate scenario analysis in
respect of the contingent value associated with the Whirlwind escrow holdback and repowering earnout.
(A) Beacon 2 and 5 – DCF valuation sensitivities
The following sensitivities relate solely to Beacon 2 and 5, being the Company’s remaining operating assets as at 31 December 2025. These
assets are valued using a DCF methodology and are therefore subject to sensitivities in key operating and financial assumptions.
(i) Discount rates
Pre-tax discount rates applied in the Beacon DCF valuation are determined by Kroll using a multitude of factors, including discount rates
disclosed by global peers and comparable infrastructure asset classes, together with the internal rate of return inherent in the original
purchase price when underwriting the asset.
Financial Statements
52 | Ecofin U.S. Renewables Infrastructure Trust PLC
The blended weighted average pre-tax discount rate applied to Beacon 2 and 5 as at 31 December 2025 was 7.9% (31 December 2024:
8.4% blended).
An increase or decrease of 0.5% in the discount rate would have the following impact on NAV:
Discount Rate +50 bps -50 bps
Increase/(decrease) in NAV (US$'000)
(2,700) 2,800
NAV per Share 35.8c 39.7c
NAV per Share Change (2.0c) 2.0c
Change (%) (5.2%) 5.4%
(ii) Energy Production
The Beacon solar 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 Beacon valuation, while an
assumed “P25” level of energy 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 Beacon valuation.
Energy production, as measured in MWh per annum, assumed in the Beacon DCF valuation 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 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 the Beacon solar assets through the entirety of the useful life. In addition,
the P50 energy yield case includes an assumption of availability ranging from 98.5% to 99.0%, 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 (US$'000)
(2,100) 2 ,100
NAV per Share 36.2c 39.2c
NAV per Share Change (1.5c) 1.5c
Change (%) (4.0%) 4.0%
(iii) Curtailment
Curtailment represents the reduction in energy output below the level that could otherwise be produced, typically due to transmission
constraints or grid balancing requirements. For Beacon 2 and 5, an assumption for curtailment is incorporated within the DCF valuation
based on historical performance and market expectations.
Curtailment assumptions are inherently uncertain and may vary over time depending on grid conditions, transmission availability and
regional market dynamics. Changes in assumed curtailment levels would impact projected energy generation and therefore revenue and
valuation.
An increase or decrease of 50% from the assumed level of curtailment would have the following impact on NAV:
Curtailment -50% 50%
Increase/(decrease) in NAV (US$'000)
(100) 100
NAV per Share 37.6c 37.8c
NAV per Share Change (0.1c) 0.1c
Change (%) (0.2%) 0.2%
(iv) Merchant Power Prices
The Beacon assets have long-term PPAs in place with a creditworthy energy purchaser and therefore are not impacted by fluctuations
in regional market energy prices during the contract period. Future merchant power price forecasts used in the DCF valuation relate to
periods following the contracted term and are derived from regional market forward prices, with appropriate discounts applied based on
the characteristics of the asset.
Financial Statements
Ecofin U.S. Renewables Infrastructure Trust PLC | 53
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%
Increase/(decrease) in NAV (US$'000)
(1,200) 1,100
NAV per Share 36.8c 38.5c
NAV per Share Change (0.9c) 0.8c
Change (%) (2.3%) 2.1%
(v) Operating Expenses
Operating expenses for the Beacon assets include O&M, asset management, insurance, property taxes, financial asset management, letter
of credit security and other costs. Most operating expenses are contracted with annual escalation rates, which typically range from 2% to
3% to account for normalised inflation.
As such, there is typically limited variation in annual operating expenses, although there may be instances where certain expenses are
recontracted and inflationary pressures over the long term could also aect future operating expenses.
An increase or decrease of 10% in operating expenses would have the following impact on NAV:
Operating Expenses 10% -10%
Increase/(decrease) in NAV (US$'000)
(900) 800
NAV per Share 37.1 c 38.3c
NAV per Share Change (0.6c) 0.6c
Change (%) (1.7%) 1.5%
(B) Whirlwind – contingent consideration and scenario analysis Beacon 2 and 5 – DCF valuation sensitivities
Overview of disposal and remaining exposure
The sale of Whirlwind was completed on 30 December 2025 and therefore the investment was not valued as at 31 December 2025 in
accordance with the Company’s Valuation Policy. However, the terms of the sale include two potential deferred consideration elements: an
escrow holdback of US$11.0 million linked to the timing of the resolution of the interconnection stability curtailment issue, and a repowering
earnout of up to US$7.0 million.
The escrow holdback was sized assuming 32.2MW of curtailed operational capacity at an initial value of US$341,615 per MW and is subject
to monthly reductions for any curtailed capacity that remains unresolved. The repowering earnout is payable only if qualifying units are
repowered and placed in service by 31 December 2027 and the relevant production tax credit conditions are met.
As at 31 December 2025, the net asset value of Holdco included an amount representing the Board’s view of the contingent value of
these two deferred consideration elements. For carrying value purposes, the Board assumed that the interconnection stability curtailment
issue would be fully resolved on 30 June 2026 and therefore the escrow holdback is valued at US$7,415,000. It is also assumed that the
full repowering earnout of $7,000,000 would be achieved. The Board has regular discussions with the purchaser regarding progress in
addressing the stability issue and associated requests for further analysis by ERCOT. However, the outcome of both the escrow holdback
and the repowering earnout remain uncertain and outside of the Board control, therefore there is no certainty that either deferred
consideration element will ultimately be received in full or at all.
Why traditional DCF sensitivities are not applicable
Traditional DCF sensitivities used for Beacon 2 and 5 are not directly applicable to Whirlwind for the following reasons:
■ Discount rates: not applicable because Whirlwind was disposed of during the year and the Company’s remaining exposure relates to
contractual contingent sale proceeds rather than to discount rate assumptions within an operating DCF model.
■ Energy production: not applicable because the Company no longer values Whirlwind as an operating asset and its remaining exposure
does not depend on forecast generation volumes under Holdco.
■ Curtailment: not applicable as an operating sensitivity because curtailment aects Whirlwind through the timing and amount of release
of the escrow holdback. That contractual outcome is captured in the scenario analysis on the next page.
Financial Statements
54 | Ecofin U.S. Renewables Infrastructure Trust PLC
■ Merchant power prices: not applicable because the Company no longer retains exposure to future merchant pricing assumptions for
Whirlwind following the disposal.
■ Operating expenses: not applicable because the Company no longer bears Whirlwind operating costs following the sale and therefore
future operating cost assumptions do not drive the residual value.
Scenario analysis
Accordingly, Whirlwind has been assessed using scenario analysis rather than DCF-based valuation sensitivities. The scenarios below
illustrate the Impact on NAV of dierent assumptions for the escrow holdback and repowering earnout:
Worst case assumes that no further proceeds are realised from either the escrow holdback or the repowering earnout. Base case assumes
full reconnection by 30 June 2026 and full realisation of the repowering earnout. Best case assumes full reconnection from 1 May 2026 and
full realisation of the repowering earnout.
Whirlwind Worst case Base case Best case
Assumed further proceeds realised (US$'000)
– 14,415 15,955
Increase/(decrease) in NAV (US$'000) (14,415) – 1,540
NAV per Share 27. 3c 37. 7c 38.8c
NAV per Share Change (10.4c) – 1.1c
Change (%) (27.7%) – 3.0%
5 Income
Income from investments
Year ended
31 December
2025
US$’000
Year ended
31 December
2024
US$’000
Dividends from Holdco 1,100 3,174
Deposit interest 11 72
Total Income 1,111 3,246
6 Investment Manager’s Fees and Infrastructure Business Service Provider Fees
Year ended 31 December 2025 Year ended 31 December 2024
Revenue
US$’000
Capital
US$’000
Total
US$’000
Revenue
US$’000
Capital
US$’000
Total
US$’000
Investment management fees 23 – 23 879 – 879
Infrastructure Business Service Provider fees 267 – 267 – – –
Up until 25 June 2025, the Company’s Alternative Investment Fund Manager (‘AIFM’) and Investment Manager was Ecofin. The Investment
Management Agreement (“IMA”) dated 11 November 2020 between the Company and Ecofin, appointed the AIFM to act as the Company’s
Investment Manager for the purposes of the AIFM Directive. Accordingly, the AIFM is responsible for providing portfolio management and
risk management services to the Company.
Under the IMA, Ecofin received a fee of 1.00% per annum of NAV up to and including US$500 million; 0.90% per annum of NAV in excess of
US$500 million up to and including US$1 billion; and 0.80% per annum of NAV in excess of US$1 billion, invoiced quarterly in arrears. Until
such time as 90% of the Net Initial Proceeds of the Company’s IPO was committed to investments, the Investment Management fee was
only charged on the committed capital of the Company. No performance fee or asset level fees were payable to the AIFM under the IMA.
On 21 January 2025, it was announced that a successful re-negotiation of the management fee the Company pays to Ecofin under the
Investment Management Agreement dated 11 November 2020 had been 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 dated 11 November 2020
Ecofin was entitled to 1 per cent. per annum of the Net Asset Value (“NAV”) up to and equal to USUS$500 million, payable quarterly in
arrears. Following the renegotiation of the management fees in January 2025 in respect of any quarter beginning 1 January 2025 onwards,
the fee was determined by the lower of the Company’s market capitalisation or NAV. In addition, management fees for Q3 2024 was based
Financial Statements
Ecofin U.S. Renewables Infrastructure Trust PLC | 55
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, Ecofin served twelve months’ notice on the Company to terminate the IMA. On 6 May 2025, Sustainability Partners
Services, LLC (‘Sustainability Partners’) was appointed Infrastructure Business Services provider to the Company. In accordance with
their agreement with the Company, Sustainability Partners are entitled to a fee of an amount equal to the lower of 1.00% per annum of the
aggregate market value of all of the Ordinary Shares of the Company (excluding any treasury shares); and the amount which is calculated
on the following basis: (i) 1% per annum of NAV up to and equal to US$500 million; (ii) 0.9% per annum of NAV between US$500 million
and US$1 billion; and (iii) 0.8% per annum of NAV in excess of US$1 billion; but in any event no less than US$325,000. In addition to this
Sustainability Partners, was entitled to a one o project setup fee US$50,000.
The role of Sustainability Partners is to provide the day-to-day operation support to the Company in relation to the management of
the Company’s business and assets (including providing support to the Company’s other service providers in relation to valuations and
financial reporting).
Following approval by the Financial Conduct Authority, the Company’s has become a self-managed alternative investment fund which
became eective on 25 June 2025.
The fees incurred by Sustainability Partners for the period 6 May 2025 to 31 December 2025: US$267,000.
The fees incurred by the Investment Manager for the period 1 January 2025 to 6 May 2025: US$123,000.
The Investment Manager’s fees have been adjusted to reflect a US$100,000 one o rebate paid by Ecofin to the Company, in accordance
with their termination agreement.
7 Other operating expenses
Year ended 31 December 2025 Year ended 31 December 2024
Revenue
US$’000
Capital
US$’000
Total
US$’000
Revenue
US$’000
Capital
US$’000
Total
US$’000
Secretary and administrator fees 271 – 271 228 – 228
Directors’ Salaries 218 – 218 239 – 239
Directors’ Expenses 50 – 50 43 – 43
Broker 205 – 205 82 – 82
Auditor’s fees 67 – 67 126 – 126
FCA and listing fees 39 – 39 49 – 49
Depository and custody fees 1 – 1 6 – 6
Registrar's fees 33 – 33 20 – 20
Subscription fee 4 – 4 13 – 13
Public relations fees – – – 8 – 8
Printing and postage costs 38 – 38 30 – 30
Legal fees 100 – 100 23 – 23
Consultancy fees
1
206 – 206 71 – 71
Other
2
(105) – (105) 200 – 200
Total other operating expenses 1,127 – 1,127 1,138 – 1,138
1 For the year ended 31 December 2024, Consultancy fees were US$71,000 which have now been segregated from other expenses for the year ended
31 December 2025.
2 During the year ending 31 December 2025 there were write down of over accruals in 2024 relating to both Advisory and Management fees totalling
US$126,000. As at 31 December 2024 this originally included US$71,000 which have now been segregated for the year ended 31 December 2025.
Financial Statements
56 | Ecofin U.S. Renewables Infrastructure Trust PLC
8 Earnings per Share
Earnings per Share is based on the loss in the Year ended 31 December 2025 of US$9,832,000 (31 December 2024: loss of US$53,971,000)
attributable to the weighted average number of Shares in issue of 138,078,496 in the Year ended 31 December 2025 (31 December 2024:
138,078,496). Revenue and capital profit/(loss) are (US$306,000) and (US$9,526,000) respectively (31 December 2024: US$1,229,000 and
(US$55,200,000)).
9 Taxation
(a) Analysis of charge in the Year
Year ended 31 December 2025 Year ended 31 December 2024
Revenue
US$’000
Capital
US$’000
Total
US$’000
Revenue
US$’000
Capital
US$’000
Total
US$’000
Corporation tax – – – – – –
Total tax charge for the Year – – – – – –
(b) Factors aecting total tax charge for the year:
The eective UK corporation tax rate applicable to the Company for the Year is 25% (2024: 25%). The tax charge diers from the charge
resulting from applying the standard rate of UK corporation tax for an investment trust company.
The dierences are explained below:
Year ended 31 December 2025 Year ended 31 December 2024
Revenue
US$’000
Capital
US$’000
Total
US$’000
Revenue
US$’000
Capital
US$’000
Total
US$’000
Loss on ordinary activities before taxation (306) (9,526) (9,832) 1,229 (55,200) (53,971)
Corporation tax at 25% (2024: 25%) (77) (2,382) (2,428) 307 (13,800) (13,493)
Eects of:
Dividends received (not subject to tax) (278) – (278) (812) (812)
Loss on investments held at fair value not allowable – 2,382 2,382 – 13,800 13,800
Unutilised management expenses 355 – 355 505 – 505
Total tax charge for the Year – – – – – –
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.
As announced by the Company on 15 April 2026 the aggregate proportion of the Company’s voting power held by the public (as that term
is used in section 446 of the Corporation Tax Act 2020, which outlines the conditions under which a company is not treated as a close
company) is at 38% as at 15 April 2026, close to the minimum 35% threshold. This 38% includes 10% (of the Company) held by another
investment trust. If the Company were to fall below the 35% threshold, or otherwise fail to satisfy the HMRC investment trust regime
(including the conditions in CTA 2010 s.1158), it would risk loss of its investment trust status, including loss of the exemption from UK
corporate tax on chargeable gains and other tax consequences.
Following the disposal of some of the Company’s operating assets during the year, a deferred tax asset of approximately US$630,000
was identified, based on calculations prepared by an independent external tax adviser. Given the Company’s wind-down status and the
limited expectation of future taxable income, The Board has determined that it is not probable that the deferred tax asset will be realised.
Accordingly, the deferred tax asset has not been recognised as at 31 December 2025.
Financial Statements
Ecofin U.S. Renewables Infrastructure Trust PLC | 57
10 Trade and other receivables
As at
31 December
2025
US$’000
As at
31 December
2024
US$’000
Other receivables 3 54
Bank interest receivables 3 3
Total 6 57
11 Trade and other payables
As at
31 December
2025
US$’000
As at
31 December
2024
US$’000
Accrued expenses 537 723
Total 537 723
12 Share capital
Year ended 31 December 2025 Year ended 31 December 2024
No of
shares US$
Nominal value
US$
No of
shares US$
Nominal value
US$
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.
As at 31 December 2025, the Company’s issued share capital comprised 138,078,496 Shares (31 December 2024: 138,078,496) and this is
the total number of Shares with voting rights in the Company.
13 Dividend
(a) Dividends paid in the Year
The Company paid the following interim dividends during the Year:
Year ended 31 December 2025 Year ended 31 December 2024
Cents per
Ordinary
share
Special
distributable
reserve
US$’000
Revenue
reserve
US$’000
Total
US$’000
Cents per
Ordinary
share
Special
distributable
reserve
US$’000
Revenue
reserve
US$’000
Total
US$’000
Quarter ended 31 December 2024 – – – – 0.70c – 966 966
Quarter ended 31 March 2025 – – – – 0.70c 702 264 966
Quarter ended 30 June 2025 – – – – – – – –
Quarter ended 30 September 2025 – – – – – – – –
Total – – – – 1.40c 702 1,230 1,932
Financial Statements
58 | Ecofin U.S. Renewables Infrastructure Trust PLC
(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 2025 Year ended 31 December 2024
Cents per
Ordinary
share
Special
distributable
reserve
US$’000
Revenue
reserve
US$’000
Total
US$’000
Cents per
Ordinary
share
Special
distributable
reserve
US$’000
Revenue
reserve
US$’000
Total
US$’000
Quarter ended 31 March 2025 – – – – 0.70c 702 264 966
Quarter ended 30 June 2025 – – – – – – – –
Quarter ended 30 September 2025 – – – – – – – –
Quarter ended 31 December 2025 – – – – – – – –
Total – – – – 0.70c 702 264 966
14 Special Distributable Reserve
Following admission of the Company’s Shares to trading on the LSE, the Directors applied to the Court and obtained a judgement on
29 January 2021 to cancel the amount standing to the credit of the share premium account of the Company. The amount of the share
premium account cancelled and credited to the Company’s Special distributable reserve was US$121,250,000, which can be utilised to fund
distributions to the Company’s Shareholders.
15 Net assets per Ordinary Share
Net assets per share is based on US$51,924,000 (31 December 2024: US$61,756,000) of net assets of the Company as at 31 December 2025
attributable to the 138,078,496 Shares in issue as at the same date (31 December 2024: 138,078,496).
16 Related party transactions
Investment Manager
The IMA with Ecofin was terminated on 6 May 2025. The fees liable to Ecofin amounted to US$23,000 (2024: US$879,000) and US$123,000
was outstanding at the year end (2024: US$328,000).
As at the 31 December 2025, the Investment Manager’s total holding of Shares in the Company was 8,780,378 (31 December 2024: 8,780,378).
Directors
The Company is governed by a Board of Directors, all of whom are non-executive, and it has no employees.
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. Each
Director receives a fee payable by the Company at the rate of £68,000 per annum.
The aggregate remuneration and benefits in kind of the Directors in respect of the Company’s accounting period ending on 31 December
2025 which were paid out of the assets of the Company were US$218,000 (2024: US$239,000) which is the GBP equivalent of £162,580
(2024: £199,308). The Directors are also entitled to out-of-pocket expenses incurred in the proper performance of their duties.
Financial Statements
Ecofin U.S. Renewables Infrastructure Trust PLC | 59
The Directors had the following shareholdings in the Company, all of which were beneficially owned.
Director
Ordinary shares
as at
31 December
2025
Ordinary shares
as at
31 December
2024
Brett Miller nil nil
Patrick O'D Bourke n/a 104,436
Tammy Richards n/a 25,000
Nancy Johnson nil n/a
David Fletcher 64,553 64,553
17 Financial risk management
The Infrastructure Business Service Provider, 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 its 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 by the Company. 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 as 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.
(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 shareholder loan investments bear interest at a fixed rate, they do not carry any interest rate risk.
The Company’s interest and non-interest bearing assets and liabilities as at 31 December 2025 are summarised below:
Year ended 31 December 2025 Year ended 31 December 2024
Interest
bearing
US$’000
Non-
interest
bearing
US$’000
Total
US$’000
Interest
bearing
US$’000
Non-
interest
bearing
US$’000
Total
US$’000
Assets
Cash and cash equivalents 383 – 383 828 – 828
Trade and other receivables – 6 6 – 57 57
Investments at fair value through profit or loss – 52,072 52,072 – 61,594 61,594
Total assets 383 52,078 52,461 828 61,651 62,479
Liabilities
Trade and other payables – (537) (537) – (723) (723)
Total liabilities – (537) (537) – (723) (723)
Financial Statements
60 | Ecofin U.S. Renewables Infrastructure Trust PLC
The money market cash deposits and bank accounts included within cash and cash equivalents bear interest at low or zero interest
rates and therefore movements in interest rates will not materially aect the Company’s income and as such a sensitivity analysis is not
necessary.
(iii) Price Risk
Price risk is defined as the risk that the fair value of a financial instrument held by the Company will fluctuate. As of 31 December 2025, the
Company held one investment, being its shareholding in Holdco, which is measured at fair value. The value of the underlying renewable
energy investments held by Holdco varies according to a number of factors, including discount rate, asset performance, solar irradiation,
wind speeds, operating expenses and forecast power prices. The sensitivity of the investment valuation due to price risk is shown in note 4.
(iv) Credit Risk
Credit risk is the risk of loss due to the failure of a borrower or counterparty to fulfil its contractual obligations. The Company is exposed to
credit risk in respect of trade and other receivables and cash at bank.
The Company’s credit risk exposure as at 31 December is summarised below:
As at
31 December
2025
US$’000
As at
31 December
2024
US$’000
Cash and cash equivalents 383 828
Trade and other receivables 6 57
Total 389 885
Cash and cash equivalents are held with U.S. Bank whose Standard & Poor’s credit rating is A. The Company’s credit risk exposure is
minimised by dealing with financial institutions with investment grade credit ratings. No balances are past due or impaired.
Liquidity Risk
Liquidity risk is the risk that the Company may not be able to meet a demand for cash or fund an obligation when due. The Investment
Manager and the Board continuously monitor forecast and actual cash flows from operating, financing and investing activities to consider
payment of dividends, repayment of the Company’s shareholder loans or further investing activities.
The following tables detail the Company’s expected maturity for its financial assets (excluding equity investment in Holdco) and liabilities
together with the contractual undiscounted cash flow amounts:
Year ended 31 December 2025 Year ended 31 December 2024
Less than 1
year
US$’000
1-2 years
US$’000
2-5 years
US$’000
Total
US$’000
Less than 1
year
US$’000
1-2 years
US$’000
2-5 years
US$’000
Total
US$’000
Assets
Cash and cash equivalents 383 – – 383 828 – – 828
Trade and other receivables 6 – – 6 57 – – 57
Liabilities
Trade and other payables (537) – – (537) (723) – – (723)
Net financial assets (148) – – (148) 162 – – 162
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 US$51,924,000 (2024: US$61,756,000).
The Company’s primary capital management objectives are to ensure the sustainability of its capital to support continuing operations, meet
its financial obligations.
Financial Statements
Ecofin U.S. Renewables Infrastructure Trust PLC | 61
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
CD Global Solar CA
Beacon 2 Borrower, LLC
49.5%
1
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%
1
Subsidiary entity, owns investment in Beacon 5 United States 1209 Orange Street,
Wilmington, DE 19801
1. Represents percentage ownership of class B membership interest in the tax equity partnership.
19 Subsequent events
■ On 22 January the Company announced the appointment of Canaccord Genuity Limited to act as the Company’s sole corporate broker.
■ On 26 February 2026, the Company published details of the proposed B Share scheme, a mechanism by which capital could be returned
to Shareholders.
■ On 7 April 2026 at a General Meeting of the Company, the Shareholders approved the B Share scheme.
■ The Company progressed a refinancing of the Beacon 2 and Beacon 5 project-level debt, together with the buyout of the remaining tax
equity investor interests in the projects.
Financial Statements
62 | Ecofin U.S. Renewables Infrastructure Trust PLC
Alternative Performance Measures
Premium/Discount
The amount, expressed as a percentage, by which the share price is greater or less the NAV per Share.
As at
31 December
2025
As at
31 December
2024
NAV per Ordinary Share (p) a 37.6 44.7
Share price (p) b 20.2 30.5
Discount (b÷a)-1 -46.3% -31.8%
Total return
A measure of performance that includes both income and capital returns. This 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.
Share price NAV
Opening at 1 January 2025 a 30.5 44.7
Closing at 31 December 2025 b 20.2 37.6
Dividend declared during the year c 0.0 0.0
Dividend/income adjustment factor
1
d 1.0000 1.0000
Adjusted closing e = (b + c) x d e 20.2 37.6
Total return (d÷a)-1 (33.8)% (15.7)%
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 the ex-dividend date.
Ongoing charges
A measure, expressed as a percentage of average net assets, of the regular, recurring annual costs of running an investment company.
As at
31 December
2025
As at
31 December
2024
Average NAV a 56,278 87,694
Annualised expenses b 1,294 2,017
Ongoing charges (b÷a) 2.30% 2.30%
Financial Statements
Ecofin U.S. Renewables Infrastructure Trust PLC | 63
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
Sustainable investment objective
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.
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.
Did this financial product have a sustainable investment objective?
✘
Yes No
✘
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
Financial Statements
64 | Ecofin U.S. Renewables Infrastructure Trust PLC
The portfolio delivered 188 GWh of clean electricity to its otakers during the reference period. Of the
total, solar assets generated 99 GWh, and wind assets generated 89 GWh.
Additionally, the Company’s 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 188 GWh
* Based on information as at the balance sheet date, 31 December 2025
...and compared to previous periods?
1. Capital invested into Renewable Assets $134 million
2. GWh of renewable energy produced 279GWh
* Based on information as at 31 December 2024
How did the sustainable investments not cause significant harm to any sustainable
investment objective
The Company’s remaining assets as at 31 December 2025, did not cause significant harm to any
sustainable investment objective as the original investment decision undertaken in these assets
were made under the ESG Risk Assessment of the then Investment Manager. Which during the
period under review remained applicable.
How were the indicators for adverse impacts on sustainability factors taken
into account?
Investments were screened as part of the ESG Risk Assessment undertaken by the previous
Investment Manager. 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 recognises 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 is 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 Board. 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 eorts 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.
Sustainability indicators
measure how the sustainable
objectives of this financial
product are attained.
Financial Statements
Ecofin U.S. Renewables Infrastructure Trust PLC | 65
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:
During the period under review, no new investments were made by the Company as the Company
is now in a managed wind down. The remaining assets in the portfolio as at year end and as at the
date of the report comply with these guidelines.
The list includes the
investments constituting
the greatest proportion of
investments of the financial
product during the reference
period which is: 1 Jan 2025–
31 Dec 2025
How did this financial product consider principal adverse impacts on
sustainability factors?
As at the point of the original investment decision for the Company’s remaining assets at year end.
The Board considered the principal adverse impacts (“PAIs”) of its investment decisions within its
ESG Risk Assessment at the time, which combined 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 Company through its Infrastructure Business Service Provider works
with a range of external service providers to manage the Company’s remaining assets, for example
construction managers, operations and maintenance providers, and external asset managers. To
address adverse impacts on a continuous basis, the Board 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.
Asset allocation describes
the share of investments in
specific assets.
What were the top investments of this financial product?
Largest investments* Sector** % Assets Country
TC Renewable Holdco I, LLC (Beacon 2&5) Utilities 100.0% US
* As of 31 December 2025. Excludes leverage and other liabilities.
** Based on GICS sector classification
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.
Financial Statements
66 | Ecofin U.S. Renewables Infrastructure Trust PLC
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.
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.
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.
Investments
#1 Sustainable
#2 Not Sustainable
Environmental Other
#1 Sustainable
covers sustainable
investments with
environmental or
social objectives.
#2 Not Sustainable
includes investments
which do not qualify
as sustainable
investments.
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.
Turnover
CapEx
OpEx
0%
0%
0%
0%
Taxonomy aligned investments
Other investments
50% 100%
Turnover
CapEx
OpEx
0%
0%
0%
0%
Taxonomy aligned investments
Other investments
50% 100%
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
Financial Statements
Ecofin U.S. Renewables Infrastructure Trust PLC | 67
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.
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 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
What actions have been taken to attain the sustainable investment objective
during the reference period?
The portfolio delivered 188 GWh of clean electricity to its otakers during 2025. Of the total, solar
assets generated 99 GWh, and wind assets generated 89 GWh.
How did this financial product perform compared to the reference sustainable
benchmark
N/A
How did the reference benchmark dier 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.
Financial Statements
68 | Ecofin U.S. Renewables Infrastructure Trust PLC
Glossary
“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 Oicial 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.
“CO2e” Carbon dioxide equivalent
“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
“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
“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
“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
“Infrastructure Business
Service Provider”
Sustainability Parners, LLC
“IMA” Investment Management Agreement between the Company and the Investment Manager
“IPO” Initial Public Oering
“Investment Manager” Ecofin Advisors, LLC
“ISA” Individual Savings Account
“kWh” Unit of energy usage abbreviation for kiloWatt-hour
“KYC” Know Your Customer
“LIBOR” London Interbank Oered Rate
“LSE” London Stock Exchange
“MW” Unit of power abbreviation for Megawatt
“MWh” Unit of energy usage abbreviation for Megawatt-hour
“NAV” Net asset value
“O&M” Operations and Maintenance
“OCR” Ongoing charges ratio
“P50” Annual power production level that is predicted to be exceeded 50% of the time
Financial Statements
Ecofin U.S. Renewables Infrastructure Trust PLC | 69
“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
“Shareholders” The holders of Shares
“Shares” Ordinary shares of the Company
“SOFR” Secured Overnight Financing Rate
“Solar assets” Solar energy assets
“SPV” Special Purpose Vehicle
“UK Code” UK Corporate Governance Code
“Wind assets” Wind energy assets
Financial Statements
70 | Ecofin U.S. Renewables Infrastructure Trust PLC
Company Information
Directors and Advisers
Other Information
Directors (all non-executive)
Brett Miller (Chair)
David Fletcher
Nancy Johnson (Appointed 8 December 2025)
Administrator and Company Secretary
Apex Listed Companies Services (UK) Limited
4th Floor
140 Aldersgate Street
London EC1A 4HY
United Kingdom
Infrastructure Business Service Provider
Sustainability Partners LLC
3133 W. Frye Road
Suite 101
Chandler
AZ 85226
United States of America
Brokers
Canaccord Genuity Limited
88 Wood Street
London EC2V 7QR
United Kingdom
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6AH
United Kingdom
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 Oice is located at:
4th Floor
140 Aldersgate Street
London EC1A 4HY
United Kingdom
Annual and Interim Reports and other Company
information
Copies of the Company’s reports are available from the Company
Secretary.
Availability of all reports is announced to the LSE and posted on
the Reuters and Bloomberg news services. The reports are also
available on the Company’s website https://rnewfund.com/
Share transactions
The Company’s shares may be dealt in directly through a
stockbroker or professional adviser acting on an investor’s behalf.
Individual Savings Account (“ISA”)
The Company’s shares are eligible to be held in an ISA account
subject to HMRC limits.
Security codes:
The Company’s Shares are traded on the LSE.
ISIN: GB00BLPK
SEDOL (traded in U.S. dollars): BLPK443
SEDOL (traded in sterling): BMXZ812
Ticker (traded in U.S. dollars): RNEW
Ticker (traded in sterling): RNEP
Legal Identification Number (LEI): 2138004JUQ
Ecofin U.S. Renewables Infrastructure Trust plc | Annual Report and Accounts 2025
